Board of Directors

James Bilefield
Non-Executive ChairNA Audit & Risk Committee

Timo Lehne

CEO; Executive Director

Andrew Beach

CFO; Executive Director

R

N Nomination Committee

Governance

R Remuneration Committee

Chair

Denise Collis

Elaine O’Donnell

Barrie Brien

Imogen Joss

R

A

A

A

Senior Independent
Non-Executive Director and
Employee Engagement NED

A

N

Independent Non-Executive
Director

N

R

Financial Statements

Independent Non-Executive
Director

N

R

Independent Non-Executive
DirectorN

Kate Danson

Chief Legal Officer andCompany Secretary

R

Appointed: October 2017

Appointed: January 2022

Appointed: July 2021

Appointed: July 2016

Appointed: October 2022

Appointed: September 2017

Appointed: December 2022

Appointed: May 2021

Experience

Experience

Experience

Experience

Experience

Experience

Experience

Experience

James Bilefield was appointed
to the SThree Board as Senior
Independent Director and Chair
Designate in October 2017,
becoming Chair in April 2018.
He is Chair of the Nomination
Committee and a member of theRemuneration Committee.

Timo Lehne was appointed CEO
in April 2022 having joined theBoard as interim CEO and an
Executive Director on 1 January
2022. Prior to this Timo wasa Senior Managing Director
with full responsibility for the
day-to-day running of SThree’s
largest region, DACH, which
comprises Germany, Austriaand Switzerland.

Andrew Beach was appointed
to the SThree Board in July
2021, joining from Hyve
Group plc, a global exhibitions
business. As CFO he holds full
responsibility for the financial
strategy and financial activities
across the SThree Group.
He is an accomplished CFO
with considerable experiencein listed companies. He has
global experience of business
transformation, funding and
M&A in fast-paced and highgrowth companies and has
extensive experience of working
alongside boards and seniorleadership on company strategy
and direction.

Denise Collis was appointed to
the SThree Board, Nomination
Committee and Remuneration
Committee in July 2016. Denise
was appointed as Chair of theRemuneration Committee in
September 2016, and becamea member of the Audit & Risk
Committee in April 2018. In
October 2018 Denise wasappointed Senior Independent
Director and, with effect from
1 December 2018, was appointed
as Employee Engagement NED.

Elaine O’Donnell was appointed
to the SThree Board, theRemuneration and Nomination
Committees and as Chair of
the Audit & Risk Committee in
October 2022.

Barrie Brien was appointed
to the SThree Board, theAudit & Risk, Nomination andRemuneration Committees in
September 2017.

Imogen Joss was appointed
to the SThree Board, the Audit& Risk, Remuneration and
Nomination Committees in
December 2022.

He is Group Chief Executive
Officer of STRAT7, a data
analytics and strategy
consultancy, and was theformer Chief Executive Officer
of Creston plc, a media andmarketing communicationsgroup, stepping down in 2017
following its sale and delisting.
Barrie was extensively involvedin the growth of Creston plc
from 2004 with its buy-andbuild strategy and had also
been Chief Operating and
Financial Officer.

Imogen is Non-Executive
Director and Senior Independent
Director of Fintel plc and Chairof its Remuneration Committee,
and a Non-Executive Directorof XPS Pensions Group PLC.
Imogen is also Chair of Grant
Thornton UK LLP, the accounting
and consulting firm, and a NonExecutive Director of IPSX UK
Ltd and Envetec Sustainable
Technologies.

Kate Danson joined SThreein 2021. She is responsible forleading the provision of legal
services, as well as holding
responsibility for enterprise risk,
health and safety and insurance
across the SThree Group andis the PLC Company Secretary.
Prior to joining, she was GeneralCounsel, Group at Johnson
Matthey plc, responsible forleading the provision of legal
services across the global
group functions. She had
previously worked in a variety
of senior global roles within
Johnson Matthey.

James is a Trustee of the
Science Museum Group,
the world’s leading groupof science museums.
He managed the digitaltransformation of mediagroup Condé Nast across 27
countries, scaled Skype’s global
operations as part of its founding
management team and held
senior management roles at
Yahoo! during its major growthphase. Formerly CEO of global
advertising technology company,
OpenX, he also co-founded the
UK local information business,
UpMyStreet, following an
investment banking career at
JP Morgan Chase. James waspreviously a Non-Executive
Director of MoneySupermarket.
com, stepping down in May
2022, and Stagecoach Groupplc., stepping down in June
2022 following its acquisitionand subsequent delisting fromthe London Stock Exchange.

86

Strategic Report

Committee membership

SThree plc

Timo studied International
Economics in the Netherlands
before joining our Progressive
Recruitment business inGermany as a sales consultant
in 2006. He was appointed
Senior Business Manager in
Düsseldorf for SThree in 2009,
quickly turning it into our fastest
growing business and growing
the city’s share of net fees
within the DACH region from
4% in 2009 to 27% in 2012. He
was promoted to Senior Sales
Director in 2013, taking joint
responsibility for the runningof the overall DACH businessand in 2017 became Managing
Director for the region, where he
was responsible for the overall
DACH business of SThreeaccounting for over 33% of
the Group’s revenue andmore than 1,000 employees
across 10 locations.

As CFO of Hyve, Andrew was
instrumental in leading thecompany through a period ofsignificant transformation andrapid international growth, which
resulted in its promotion to the
FTSE 250. Previously, he held
a number of roles at Ebiquity
plc, joining as Group Financial
Controller in 2007 and quickly
being appointed as CFO in
2008. In 2014 he was promoted
to Chief Financial and Operating
Officer. Andrew trained andqualified as a Chartered
Accountant with PwC, working
with them from 1998 until 2007.

Denise is also a Non-Executive
Director and Chair of theRemuneration Committee at
Smiths News plc, the specialist
distribution company. She waspreviously a Non-Executive
Director of Emis Group plc,
stepping down in October 2023
following its acquisition andsubsequent delisting from theLondon Stock Exchange. Denise
is a Chair of the Remuneration& People Committee and amember of the Nominations
Committee at the British Heart
Foundation. Prior to this, she
was Group HR Director for 3i
Group plc, and most recently
Chief People Officer for Bupa.
She has extensive international
Human Resources and executive
committee experience, andhas also held senior roles at EY,
Standard Chartered plc and
HSBC. Denise is a Fellow of theChartered Institute of Personnel
and Development. Denise waspreviously a Non-Executive
Director of Emis Group plc,
stepping down in October 2023
following its acquisition andsubsequent delisting from theLondon Stock Exchange.

Elaine is the Senior Independent
Non-Executive Director andChair of the Audit & Risk
Committee of both On The
Beach Group plc and The GymGroup plc.
Elaine qualified as a Chartered
Accountant at PwC and thenspent the majority of her
executive career specialisingin corporate finance, latterly
serving as a partner inTransaction Advisory Services
at EY. Throughout her career,
she has worked extensively with
global businesses across a rangeof market capitalisations andindustry sectors.
Elaine was previously Chair ofGames Workshop Group plc
and a Non-Executive Directorof Studio Retail Group plc.

In addition to extensive publiccompany experience, including
M&A fundraisings and Investor
Relations, Barrie has spent 30
years in global media, digital,
and marketing communicationcompanies, advising a portfolioof boards and clients acrossmultiple industries on their
growth strategies.
Due to his other professional
commitments Barrie will beretiring from the Board in April
2024 and will not be standing
for re-election at the Annual
General Meeting.

Imogen spent her executive
career working in senior
general management, sales andmarketing roles for a range of
information services and othercompanies, including the London
Stock Exchange Group plc and
S&P Global Inc.
Imogen was previously a NonExecutive Director and Chair of
the Remuneration Committee ofEuromoney Institutional Investor
plc, stepping down in November
2022 on completion of theacquisition of Euromoney andits delisting from the London
Stock Exchange.

Kate brings a wealth ofknowledge and experience incomplex global legal, ethics andcompliance, business and risk
management issues. She is aqualified solicitor and started hercareer in private practice at theinternational law firm Ince & Co.
Kate completed a degree atKing’s College London before
studying at the College of Law
between 2002 and 2004.

Annual Report and Accounts 2023

87

Chair’s governance statement

Strategic Report
Governance
Financial Statements

Our purpose and culture demonstrate acommitment to driving performance for
the Group’s long-term success and totreating all clients, candidates, employees,
suppliers and communities with respect
as key stakeholders and partners inour business.”
James Bilefield
Chair

Key governance and oversight activities
during the year:•

Continued focus on strategic prioritisation, including
monitoring the progress and roll out of our Technology
Improvement Programme (TIP) including reports fromindependent third-party assurance company, and associatedchange management.

•

Considering performance of different sales cohorts andplans to decrease time to productivity.

•

Development of a global client strategy.

•

Receiving updates from management of key markets,
including DACH, the Netherlands, the US, the UK and Japan.

•

Approving the appointment of new auditors.

•

Review of Board’s oversight of ESG, including enhancementof Non-Executive Director involvement.

•

Review of the Investor Relations function and appointmentof new joint Brokers.

•

Receiving updates on the work to finalise and roll out newvalues and updates on culture.

•Continued monitoring of our talent acquisition strategy andDE&I metrics and activities.

•

Direct engagement through investor calls and meetings andfeedback following investor meetings.

•

Considering and approving a new contractual risk policy,
reflecting across our core business models and markets.

•

Considering the Group’s property portfolio, and approving
new leases in several key cities.

•

The adoption of a new Subsidiary Governance Framework.

•

Progressing the actions from the 2022 Board effectiveness
review and conducting an internal Board effectiveness
review.

•

Holding a number of Board engagement sessions with
employees from across our business and providing theopportunity for certain of those employees to attend partof a Board meeting and give their feedback.

•Receiving refresher training on governance topics including
the Market Abuse Regulations.

•

Receiving reports from the designated Employee
Engagement NED on employee engagement activity
and outcomes.

•

Reviewing our Health and Safety strategy and activities
across the Group.

•

Reviewing and approving the Group’s Impact Report.

I am pleased to introduce SThree plc’s Corporate Governance
Report for the financial year ended 30 November 2023.
Dear Shareholder
This report sets out our Governance Framework and outlines key
activities undertaken during the year. The SThree Board aspires
to adopt governance best practice wherever possible and ourstatement of compliance with the UK Corporate Governance
Code published by the Financial Reporting Council (FRC) in
July 2018 (the Code) can be found on page 88.
It is my responsibility as Chair to ensure that the Group hassound corporate governance and that the Board continues to beeffective. This is managed by ensuring that the Group and theBoard are acting in the best interests of our various stakeholders
and making sure that the Board discharges its responsibilities
appropriately. This includes creating the right Board
dynamic and ensuring that all important matters, in particular
strategic decisions, receive adequate time and attention at
Board meetings.
There have not been any changes to the Board composition
since my last report. However, as detailed in the Nomination
Committee report, Barrie Brien will be retiring at our AGM in
April 2024 to focus on his other professional commitments.
Barrie has served on the SThree Board for more than six years
and has provided good counsel to the Board and business as wehave navigated the Covid-19 pandemic, TIP and entry into the
FTSE 250 index. We thank him for his contribution and wish him
every success for the future.
SThree has always been driven by core business principles,
led by a desire to add value as a recruitment partner and play apositive role in society. Our purpose and culture demonstrate
a commitment to driving performance for the Group’s longterm success and to treating all clients, candidates, employees,
suppliers and communities with respect as key stakeholders
and partners in our business. Our approach to stakeholder
engagement during the year is set out in this report.

As Chair I have had the pleasure of visiting a number of ouroffices this year. In March, the Board, together with our
Executive Committee, visited our Glasgow office and held anall-employee townhall meeting as well as spending time with thelocal management team and senior leaders. In October of thisyear I, together with Imogen Joss, had the pleasure of attending
our global sales leadership conference in Vienna where around
60 attendees focused on our client strategy as well as theareas the Company is seeking to optimise internally, in order toachieve its strategic ambitions. In November, I visited our New
York, Houston and Chicago offices, spending time with our
employees discussing our transformation programme, where
our new systems have been deployed this year. I was keen tounderstand their experiences and perspectives on the changes
they have seen as we continue to roll out the programme acrossour global footprint. This visit to the US also allowed me to attend
part of the Company’s global incentive trip in Miami, where
top performers across our business came together to celebrate
successes achieved and receive an update on SThree’s strategy.
In addition, I visited our Düsseldorf office, which is the largest of
our German offices, spending time with both local management
and the broader employee population.
The Board continues to shape and develop our culture witha focus on diversity and inclusion and we have maintained
oversight of the Group’s initiatives in this important area. Further
information on diversity and gender pay can be found in theStrategic progress section.
Finally, I would like to take this opportunity to thank all of our
stakeholders for their support during this year. I, along with theBoard, am available to respond to any questions on this reportor any of our activities both now and at the 2024 Annual
General Meeting.
James Bilefield
Chair

29 January 2024

During the year we gave further consideration on how the
Board shapes and monitors our efforts in ESG. While the ESG
Committee will continue to be a management committee,
chaired by the Chief Executive, Non-Executive Directors will
now attend meetings on a rolling basis. The enhanced focus on
ESG matters includes a dedicated quarterly Board agenda slot.

Read my introduction to strategy on page 6

Compliance with the UK Corporate
Governance Code 2018
The Board considers that the Company has applied theprinciples and complied with the provisions of the Codethroughout the year ended 30 November 2023.

88

SThree plc

Annual Report and Accounts 2023

89

Our Board at a glance

Strategic Report
Governance
Financial Statements

An effective Board,
positioned for growth
Board and Committee structure

Skills Matrix

SThree plc Board of Directors
Chaired by James Bilefield

James Bilefield

Timo Lehne

Andrew Beach

Denise Collis

Elaine O’Donnell

Barrie Brien

Imogen Joss

SectorTechnology,
Publishing,
Financial
Services

Staffing

EventsServices,
MarketingServices,
Accountancy

Healthcare,
Professional
Services,
Financial
Services

Retail andleisure, financial
services,
e-commerce,manufacturing

Media andMarketingServices

Business
Information,
Professional
Services

International

UK, US,
EuropeUK, US,
Europe, Asia

UK, US,
Europe, Middle
East, Asia

UK, Americas,
Europe, Middle
East, Asia,
Australasia

UK, Europe,
North America,
Australasia

UK, Europe

UK, Europe,
Middle East,
North America,
APAC

Strategy andTransformation

Finance

Chaired by
Elaine O’Donnell

Remuneration
Committee
Chaired by
Denise Collis

Nomination
Committee

Chaired byJames Bilefield

Disclosure
Committee

Chaired by the
Chief Legal Officer
and Company
Secretary

Risk Management

People and Culture

Skill Areas

Audit & Risk
Committee

Executive Committee

Established under the authority of the Chief Executive Officer
Chaired by Timo Lehne

MarketingTech & Cyber Security

Data

ESG/Responsible
Business

Chaired by the
Chief Legal Officer
and Company
Secretary

ESG
Committee

Chaired by the
Chief Executive
Officer

Commercial

Finance andAdministration
Committee
Chaired by the
Chief Financial
Officer

Board Committee
Other Committee

90

SThree plc

Experience

Group Risk
Committee

Annual Report and Accounts 2023

91

Board roles and responsibilities

Our Board

Strategic Report
Governance
Financial Statements

Chair
The Chair is responsible for ensuring an effective
Board. This requires a culture of mutual respect,
openness, debate and constructive challenge.
The Chair encourages open communicationand constructive working relations between the
Executive and Non-Executive Directors. He alsoseeks to ensure that the Executive Directors are
responsive to constructive challenge on their
proposals by the Non-Executive Directors.
The Chair ensures that SThree maintains
effective communications with our shareholders,
communicating the views of shareholders to theBoard so that all Directors develop an understandingof the views of the major investors in the Group.
In addition, he also ensures the Board listens
to the views of the workforce, customers andother stakeholders, especially in the context ofprincipal decisions.
With the assistance of the Company Secretary, theChair sets the Board’s agenda, ensuring adequate
time is available to discuss all agenda items. To
facilitate constructive Board discussion, the Chair
ensures there is a timely flow of high-quality,
accurate, clear information.

Chief Executive
Our Chief Executive has day-to-day management
responsibility for running the Group’s operations,for implementing the Group’s strategy as approvedby the Board, for applying Group policies and for
promoting the Company’s culture and standards,
including those on governance. He has the broad
authority from the Board to run the Company andhe is accountable for, and reports to the Board on,
how it is performing. Our Chief Executive also has a
key role in the process for the setting and review ofstrategy. In addition, he ensures that the Executive
Directors’ views on business issues and views fromthe workforce on relevant issues are shared with theBoard in a balanced way.

Chief Financial Officer
The CFO is responsible for the management of
the Finance function. He leads the Group’s financeactivities, finance risks and controls, Group funding
arrangements and the Investor Relations function.
As a Director, the CFO’s responsibilities extend
beyond the Finance function to include the whole of
the Group’s operations and activities, supporting the
CEO in the delivery of the corporate strategy.

There is a clear division between the Chair’s
responsibilities for running the Board and the Chief
Executive’s role for the running of the business.
This division of responsibilities is established in a
written statement.

Board and Committee attendance

The Board has established various Committees, each with clearly
defined Terms of Reference, procedures and powers. The Termsof Reference for the Audit & Risk, Remuneration and Nomination
Committees are reviewed regularly and are aligned closelywith the UK Corporate Governance Code. They are available atwww.sthree.com
In addition to the scheduled Board meetings held during theyear, the Board met for a dedicated strategy session. The
number of scheduled Board meetings held, and attendance ateach, is set out in the table below. All Directors attended theAnnual General Meeting. Attendance at each of the Committee
meetings can be found in the Audit & Risk, Remuneration and
Nomination Committee reports.
Should Directors be unable to attend meetings due tounavoidable commitments, full Board packs are distributed andseparate dialogue held with the Chair on all matters of relevance.
Further details of each Committee are contained in the
Remuneration, Audit & Risk and Nomination Committee sectionsof this Annual Report.
Director

Senior Independent Director
The Senior Independent Director’s role is to provide
a sounding board for the Chair, to act, if necessary,as a focal point and intermediary for the other
Non-Executive Directors and to ensure that any key
issues that are not being addressed by the Chair orthe executive management are taken up. The Senior
Independent Director and the Chair maintain aregular dialogue regarding current issues. The Board
recognises that, should any significant issues arise
which threaten the stability of SThree or its Board,
the Senior Independent Director may be required
to work with the Chair or others or to intervene toresolve them.
The Senior Independent Director is available toshareholders should they have concerns which havenot been resolved from contact through the normal
channels of the Chair, Chief Executive or other
Executive Directors or if the normal channels may
be inappropriate. The Senior Independent Director
is also available to attend meetings with major
shareholders to listen to their views in order to help
develop a balanced understanding of their issues
and concerns.
The Senior Independent Director is responsible
for leading the annual appraisal of the Chair’s
performance and plays an important role byensuring there is an orderly process for succession
to the role of Chair of SThree.

92

SThree plc

Non-Executive Directors
The role of our Non-Executive Directors is to
scrutinise management’s performance in meeting
agreed goals and objectives and to monitor howthat performance is reported. They must also besatisfied with the integrity of the Group’s financial
information on the effectiveness of financial controls
and risk management systems. As members of
the Board, the Non-Executive Directors bring
independent judgement and a range of experienceto the Board and therefore have a key role inconstructively challenging in all areas. This isvital to the independence and objectivity of theBoard’s deliberations and decision making and isparticularly important in helping develop proposals
on strategy. The Chief Executive and the other
Executive Directors welcome, and are responsive
to, constructive challenge by the Non-Executive
Directors on their proposals. The Non-Executive
Directors’ role is to support the decisions that havebeen taken and to support the executive team in
their delivery. Non-Executive Directors also play
an important part in supporting the Chair and the
Executive Directors in embracing and representing
the Company’s culture, values and standards within
the Board and throughout SThree. The NonExecutive Directors are responsible for determining
appropriate levels of remuneration for the Executive
Directors and have a prime role in appointing and,
where necessary, removing Executive Directors, andin succession planning.

Company Secretary
The Company Secretary reports to our Chair on
Board governance matters and together they keep
the efficacy of the Company’s and the Board’s
governance processes under review. The Company
Secretary is responsible for advising and keeping
the Board up to date on all legislative, regulatoryand governance matters and developments.
The Company Secretary ’s responsibilities also
include ensuring good information flows within
the Board and its committees and between senior
management and Non-Executive Directors. The
Company Secretary facilitates Board inductions andassists with professional development as required.
The Company Secretary’s advice, services andsupport are available to each Director.

*

Scheduled Board
meetings attended

James Bilefield

8/8

Timo Lehne

8/8

Andrew Beach

8/8

Denise Collis

8/8Barrie Brien*

7/8

Imogen Joss

8/8

Elaine O’Donnell

8/8

Barrie Brien did not attend a Board meeting due to a prior commitment.

Composition of the Board

The Board comprises a balance of Executive and Non-Executive
Directors who bring a wide range of skills, experience andknowledge to its deliberations. The Non-Executive Directors
fulfil a vital role in corporate accountability and have aparticular responsibility to ensure that the strategies proposedby the Executive Directors are fully discussed, constructively
challenged and critically examined, not only in the best longterm interests of shareholders, but to also take account of theinterests of customers, employees and other stakeholders. The
Non-Executive Directors are all experienced and influential
individuals and through their mix of skills and businessexperience, they contribute significantly to the effectivefunctioning of the Board and its Committees. This ensures thatmatters are fully debated and that no one individual or small
group dominates the decision-making process.
Directors have a wide range of experience of various industry
sectors relevant to the Group’s business and each member
brings independent judgement to bear in the interests of theCompany on issues of strategy, performance, resources andstandards of conduct. The Board is of sufficient size to matchbusiness needs and members have an appropriate and varied
range of skills, vital to the success of the Group.

The composition and performance of the Board and eachCommittee is evaluated at least annually to ensure theappropriate balance of skills, expected time commitment,
knowledge and experience, and the Directors can therefore
ensure that the balance reflects the changing needs of theGroup’s business and is refreshed if necessary. Board members
feel a strong cultural affinity with the Group, engaging fully as
a committed team and in a wide variety of activities with our
employees around the globe, whether it be an office visit, orpresentation by management. The Nomination Committee
report gives further information on activity in this regard,
including changes in Board composition, succession planningand diversity and inclusion activity.
Excluding the Chair, the other Non-Executive Directors havebeen determined by the Board throughout the year as being
independent in character and judgement with no relationships
or circumstances which are likely to affect, or could appear toaffect, each Director’s judgement.
The Board has a Non-Executive Chair, who is not classed
as independent because of his position but who met theindependence criteria set out in the Code on appointment. At least
half the Board is comprised of Non-Executive Directors determinedby the Board to be independent, as required by the Code.

The role of the Board

Our Board’s role is to provide leadership of the Company anddirection for management. It is collectively responsible andaccountable to our shareholders for the long-term sustainablesuccess of the Group, for generating value for shareholders,
contributing to wider society and for ensuring the Group isappropriately managed and operates responsibly, with effective
controls, as it pursues its objectives.
The Board reviews the performance of management andthe operating and financial performance of the Group as awhole. In particular, the Board is responsible for establishing
the Company’s purpose and values and setting strategy,
determining risk appetite, ensuring appropriate risk management
and internal controls are in place, ensuring good governance,
decision making and promoting the desired culture. The Board
also ensures that plans are in place for orderly succession forappointments to the Board and to senior management, so as tomaintain an appropriate balance of skills and experience within
the Company and on the Board.
In order to carry out its work, the Board, which usually meetsformally eight times a year, agrees an annual agenda plan toensure all necessary matters are covered and to allow sufficient
time for debate and challenge. In particular, the Board hassought to ensure there is sufficient time to discuss strategy sothat the Non-Executive Directors have a good opportunity tochallenge and help develop strategy proposals. The Board also
takes time to review past decisions where necessary.
At Board meetings, the Board receives and considers papers andpresentations from management on relevant topics. Effective
review and decision making are supported by providing theBoard with high-quality, accurate, clear and timely information,
including input from experts and independent advisers where
necessary. The Board seeks to work in the best interest of SThreeplc and its stakeholders.

Annual Report and Accounts 2023

93

Our Board continued

Strategic Report
Governance
Financial Statements

Certain powers are delegated to the Remuneration Committee,
Audit & Risk Committee and Nomination Committee, withdetails of the roles and responsibilities of these Committees
being set out under the relevant sections.

Division of responsibilities

In order to facilitate more efficient working practices there areagreed Terms of Reference for the Board’s main Committees andfor the Group’s management committees, including an Executive
Committee, a Disclosure Committee, a Group Risk Committee,
an ESG Committee, and a Finance and Administration
Committee, all of which provide a clear framework ofdelegated authorities.
The Board is responsible to shareholders for the proper
management of the Group and has identified key financial andoperational areas that require regular reporting and which enable
the performance of senior management to be reviewed andmonitored. These are set out in a schedule of matters reserved
for the Board, which is reviewed on a regular basis.
The schedule outlines all matters requiring specific consent
of the Board, which include the approval of Group strategy,
operating plans, annual budget, the Annual Report, the Interim
Report, trading updates, major divestments and capital
expenditure, meaningful acquisitions and disposals, therecommendation of dividends and the approval of treasury, tax
and risk management policies.
The schedule therefore facilitates structured delegation, subject
to certain financial limits, and provides a practical framework for
executive management and reporting, which seeks to achieve
the objectives of maintaining effective financial and operational
controls, whilst allowing appropriate flexibility to manage thebusiness. The current schedule of matters reserved for the
Board, which has been incorporated into a new Corporate
Governance Framework, is available on the Company’s website
at www.sthree.com.

Information and support

Board and Committee meeting papers are circulated well inadvance of the relevant meeting and where a Director is unable
to attend he/she is provided with a copy of the papers and has
the opportunity to comment on the matters under discussion.
The Company Secretary helps to ensure information flows
between the Board and Committees, as well as seniorindividuals across the Group and Non-Executive Directors, andappropriately advises the Board on governance matters.
Directors have access to the advice and services of theCompany Secretary, who is responsible to the Board for ensuringthat its procedures are complied with and to assist in arranging
any additional information as required. The appointment andremoval of the Company Secretary is a matter reserved for the
Board as a whole.

Section 172 duties, including link topurpose, values and culture

Directors must act in the way they consider, in good faith, would
be most likely to promote the success of the Company for the
benefit of its members as a whole, and in doing so have regard(amongst other matters) to the:•likely consequences of any decision in the long term;•interests of employees;•

need to foster business relationships with suppliers,
customers and others;•

impact of operations on the community and theenvironment;•

desirability of maintaining a reputation for high standards ofbusiness conduct; and•need to act fairly as between members.

As a purpose-driven organisation, this also drives our approachto values and culture to help deliver on our strategy. Board andCommittee meeting attendees are reminded of these duties
at the start of each meeting, including considering the longterm impact of decisions, whilst aiming to uphold the highest
standards of governance.
The issues, factors and stakeholders that the Board considers
relevant to complying with Section 172 are set out in the Section
172 statement.

Engagement with shareholders andconstructive use of our AGM

As a listed plc, engagement with shareholders is given ahigh priority as part of a comprehensive Investor Relations
programme. The Company produces Annual and Interim Reports
for shareholders and the Company’s website contains up-todate information on the Group’s activities, investor presentations
and published financial results.
Shareholders can also subscribe for email alerts of importantannouncements made. There are regular meetings with institutional
shareholders and analysts following key trading updates andthroughout the year on an ad hoc basis, whilst ensuring that pricesensitive information is released consistently and at the same timeto all, in accordance with best practice market rules.
There is also dialogue on specific issues, which this year included
audit tendering, the application of the remuneration policy andgeneral governance matters. In between trading updates, there
is continued dialogue with the investor community by meetingkey investor representatives, holding investor roadshows andparticipating in conferences. Investor sentiment is regularly
relayed to the Board, whilst meetings between management anddebt providers, principally the Company’s banks, also take place
periodically.

The Chair, Senior Independent Director and other Non-Executive
Directors are available to discuss governance, strategy or otherissues, or should there be matters of concern that have not been,or cannot be, addressed through the Executive Directors. During
the year, both the Chair and Senior Independent Director wereavailable to shareholders, with the Chair and Company Secretary
holding separate investor meetings, the results of which were
fed back to the Board.
Views of analysts, brokers and institutional investors are sought
on a non-attributed basis via periodic sentiment surveys andthese, as well as regular analyst and broker publications, arecirculated to all Directors to ensure that they develop a fullunderstanding of the views of shareholders.
Any issues or concerns are raised and discussed by the Board,and Directors routinely receive regular reports on share price,
trading activity and sector updates.
The Board views the AGM as an opportunity to communicate
with private and institutional investors alike and welcomes active
participation. The Company proposes a separate resolution oneach substantially separate issue and the proxy appointment
forms for each resolution provide shareholders with the option to
direct their proxy to vote either for or against any resolution or towithhold their vote.

Denise Collis was appointed in December 2018 as thedesignated NED responsible for employee engagement, togather views from employees and ensure that these are brought
into the boardroom. In carrying out this role, Denise has met
with a diverse range of employees, at all levels of seniority,
whilst also engaging with Group and local HR teams. See theseparate ‘Employee engagement’ section for details on Denise’s
engagement with employees across the SThree Group during
the course of 2023.
To ensure the continuing success of the Group in setting
strategy, making decisions and addressing principal risks, key
stakeholders are considered as part of the business model andvalue chain. The Board’s annual programme, reviewed eachyear, is designed to ensure the voice of each stakeholder groupis heard, either directly, (e.g. by inviting customers to meet
Board Directors) or indirectly, (e.g. through independent surveys
or management reports). The Board oversees and challenges
the executive on stakeholder engagement and its influenceon strategy by including appropriate direct or independent
assessments, (e.g. investor or client/customer survey feedback),
it also ensures appropriate stakeholder management processes
are in place (e.g. by facilitating escalation procedures andcomplaints/grievance mechanisms (such as whistleblowing)
which are also appropriately reviewed or audited, as needed.

The Company’s registrars ensure that all valid proxyappointments received for the AGM are properly recorded andcounted and a schedule of proxy votes cast is made available toshareholders attending the meeting. There is also full disclosureof the voting outcome via the London Stock Exchange and on
the Company’s website as soon as practicable after the AGM.
All Board members attended the AGM and the Chairs of the
Audit & Risk, Nomination and Remuneration Committees areavailable to answer questions. The Notice of AGM is posted atleast 20 working days prior to the date of the meeting and theCompany’s website contains copies of all Notices issued.

Engagement with employees andstakeholder influence in decision making

The Board is committed to engaging with employees to better
understand the Company’s culture, challenges and issues. On arolling cycle, the Board engages with employees from one region
ahead of a Board meeting, without Executive Directors present.
These meetings are designed to coordinate with Board reviews
for the relevant region, to enable a holistic understanding of theexperience of our people in the workplace, in addition to thestrategic and operational perspective of regional management.
Across the year, the Board has therefore met collectively with
employee groups from a number of our key markets, including
Japan, Germany, the Netherlands, Spain and the US.

Directors are entitled to obtain independent professional advice
at the Company’s expense, on the performance of their duties
as Directors. All Committees are serviced by the Company
Secretary’s team and are appropriately resourced.

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Employee engagement

Strategic Report
Governance
Financial Statements

What value we create for stakeholders
Our natural ability to bring people together sets us apart. By nurturing closer relationships
with our employees, candidates and clients, we earn loyalty and inspire collaboration.
By combining it with responsible resource management, and close relationships with local
communities, we create value for all our stakeholders.

Four meetings were held over thecourse of the year, one in person in
Amsterdam in April, and three byvideoconference in June, Octoberand November. A broad spectrum ofparticipants took part, drawn fromdifferent levels of seniority across ourSales and Core Functions areas in the
US, Continental Europe, the UK
and Dubai.”
Denise Collis
Senior Independent Non-Executive Director

Once again, I would like to emphasise the overwhelmingly
positive tone of the exchanges I have had with our people,
characterised by a spirit of openness, honesty and constructive
participation. The refreshing manner in which they haveembraced these forums is indicative of their appreciationthat their voice is being heard by the Board and subsequently
acted upon. A key measure of success is the large number of
employees each year who are keen to participate.
Following the pattern of previous years, we sought to achieve a
mixture of sessions, ranging from those that were more generalin content to those that looked to hone in on a particular area ofimportance. Last year, I was keen to meet with those at the earlystages of their career to try and develop a better understandingof what had attracted them to SThree, what the experience had
been like and what action we could take to encourage them tobuild a longer-term career with us. This year, given the strategic
importance of our Technology Improvement Programme (TIP),
I was keen to hear from those who had been at the vanguard of
the roll out of the enhanced Customer Relationship System.
One focus group involved US Houston team representatives,with the other group being drawn from the central technology
team responsible for the roll out across the whole of SThree. The
insights from these two sessions proved to be very insightful,bringing rich learning from the pilot and already shaping the next
phase of the programme.
This year we have again dedicated two Board sessions inJuly and November to discuss my findings, considering
recommendations and determining next steps. At the same time
we have reviewed either the Pulse or Annual Survey results,
which has allowed for deeper analysis and more targeted
actions. As in previous years, there has been a strong correlation
between the two sources of input, which reinforces our view thatour people feel free to express themselves, whether providing
direct or anonymous feedback.

I personally feel it is important that the Board hear a first-hand account of how the roll out
is going. We are moving at pace which can create some resourcing peaks and it is good toknow that the Board wants to be kept up to speed and provide active support. For example,
as a result of the feedback from the focus groups we have bolstered our resources aroundcommunications and change. I felt free to express my views, in my own way, in the Board
meeting and it was very much a two-way conversation. I sensed that the Board seemed tohave a very good relationship with one another and they were very respectful to myself and
Taffan. No one was talking over another, and they were really listening. It struck me just how
engaged they are as a Board. I also appreciated the words of encouragement and positivity
around the current and planned programmes and how excited the Board are about what ishappening and how it is the right thing for the business.”
Lindsay
Central Transformation team

A new feature this year has been the decision to invite two
focus group participants to observe the employee engagement
session at the November Board meeting. The purpose has been
to bring further openness and transparency as well as allowing
them to see for themselves the seriousness with which the Board
received the key messages. At the same time, it has provided asomewhat unique developmental experience.
Whilst I fulfil the role of designated Non-Executive Director,
responsibility for employee engagement is not delegated.
Indeed, I would describe each of my Board colleagues as
demonstrating strong personal ownership. As an example, thisyear we introduced a new videoconference session before eachmain Board meeting, where the Non-Executive Directors wereable to engage directly with representatives from the geographic
location due to be discussed in depth at the meeting itself. It
is a truism that the more lenses you look through, the betterthe understanding. In addition, two of my colleagues, Elaine
O’Donnell and Imogen Joss, each joined one of my focus groups
and made an excellent contribution.
The Action Plan set out in pages 98 and 99 demonstrates that
good progress is being made in responding to employees’
feedback, whether this feedback is expressed as aspiration,encouragement, endorsement, observation, critique or concern.
I have seen the Board carefully consider this Action Plan and put
resources behind its implementation. The year-on-year progresshas been highly encouraging, but there is so much more that wewant to achieve. This ongoing commitment makes me confident
progress will continue through next year and I am enthusiastic
about the prospect.

I felt listened to in our focus group session
with Denise, but also ‘heard’. The rollout of the new Customer RelationshipManagement system was specificallydesigned to be agile, with ongoing learningand issue resolution built into the process.
This ‘resolve as we go’ approach was
expected but we were also moving at a
speed which felt intense and resulted
in some pressure points. Following the
focus group, additional resource from thecentral technology team was allocated insupport, with senior leadership in both the
US and UK being highly visible and owning
what needed to be done. In a short spaceof time, we had accelerated ticking theissues off our list. Against this backdrop,
I enjoyed the experience of being asked
to contribute as well as observe the Board
session. I was made to feel very welcome
and was struck by the openness, honesty
and balance of the discussion, which
acknowledged the different perspectives
that exist in a major programme. I love tobe part of the voice of the sales people,
and would be absolutely willing to be
involved in future focus groups.”
TaffanHouston office

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Employee engagement continued

Strategic Report
Governance
Financial Statements

2022/2023 feedback

Action taken during 2023 or planned for 2024

2022/2023 feedback

Action taken during 2023 or planned for 2024

Further develop internal
communications, with particularemphasis on audience segmentation,
to ensure appropriate and timely
connections across different parts of
the organisation.

An established cadence of communication focuses attention on performance andstrategy and shares the experiences of our people, our clients and our candidates,
as we bring skilled people together to build the future. There has been a focus on
closer working between the Global and Regional Internal Communication teams toensure consistency of messaging, tailored for regional relevance, and the sharingof examples of exceptional performance across the business. Work is under way toestablish a communication rhythm for the new C-suite roles of Chief Commercial
Officer and Chief Operating Officer, that complements the one already in place for
our CEO and CFO. Investigation is also under way into a new digital communications
platform which will enhance the way we communicate with colleagues.

Provide greater clarity around theemployee proposition.

The People Promise – our name for the Employee Value Proposition – thatwas developed in 2022 has been embedded into the talent attraction andacquisition processes.

Support Leaders with tools
and materials to cascade
communications in a timely,
structured and consistent way.

Enable a better understanding
throughout the organisation of thedigital enhancement programme
and the impact of change on roles
and behaviours.

Leaders have received improved tools and materials to improve the cascade of major
communications, for example following the October 2023 Sales Conference.

Support the development andunderstanding of the role of thesales manager to enable productivity
and retention.

Continue to enhance support formental health and address any signsof burnout due to the weight of theorganisational change agenda.

• At Ease with Mental Wellbeing: aimed at equipping people managers with theskills, techniques and tools to spot and support struggling team members.
• Virtual Workshops: 18 workshops delivered by an external consultancy to over
120 people managers. The workshops provide scenario-based exercises further
supported by 75 minutes of online learning. A 90-minute follow-up session isscheduled for each group three months after the workshop. Additional workshops
were held in H2 for our 22/23 Identify+ cohorts.

To ensure the success and effectiveness of the programme we established a
dedicated Global Change Leadership Group which has invested significant time
immersing our leaders in the solution through events such as the Transformation
design week and a global Change Leadership Event. We are also providing regular
updates at Top100 calls and All Colleague Townhalls. We set up a dedicatedTransformation Hub accessible to all colleagues, via the intranet with all key updates
and communications.

The focus of the second half of the year has been on consolidation and defining
an approach which will give more colleagues access to on-demand support in thisimportant area throughout 2024 and beyond.

• Mind Strength: aimed at building personal resilience for all colleagues. A pilot
for 16 colleagues commenced in June and ran for 14 weeks. Participants were
provided with access to 60 minutes of online learning and a 45-minute group
discussion session every two weeks.

Continue to focus on Diversity,
Equity & Inclusion, with visible
declarations of intent.

The Sales Excellence and Sales Best Practice teams are undertaking a Sales Manager
role review. A blueprint role profile and embedding plan will then be introduced
during the end of 2023 and into 2024 to enable achievement of the required
standards to maximise sales performance and team retention.

Our approach continued to include both global and local actions, focused onbuilding an inclusive culture underpinned by allyship and undertaking outcome led
activities to improve representation in leadership.
In 2023 we have:

All leaders at Global Grade 15 and above are now upskilled in the four essential
roles of leadership and undertake an associated leadership assessment. The resultsfrom the assessment are used to support individual development plans and will
help inform 2024 benchmarks for the role of a leader. There is also a plan to createa leadership index to ensure biannual leadership benchmarks. This will enable us
to establish regional, country and brand comparisons of how we are leading anddeveloping our people. Phase 2 of the programme, ‘Multiplier leadership’, is fully
under way and will carry on into 2024 with all senior leaders expected to completeby the end of 2024.

• launched a new process to start to collect diverse background data from ourcolleagues in order to better understand the impact of our DEI strategy andidentify key priorities moving forward;• our women in leadership programme, Identify, has over 40 women actively
participating in mentoring, learning and upskilling in 2023, to support their career
path into leadership; and• throughout the year our Employee Resource Groups delivered actions and eventsin celebration of Black History Month, Pride and International Women’s Day
alongside conducting training and allyship awareness moment.

The onboarding journey is being reviewed and the introduction of sales accreditationand graduation will be introduced in 2024 with a mix of online and face to facetraining. Ten live accreditations will be designed and aligned to our blueprint sales
tactics. This will drive speed to competence and ultimately speed to productivity.
Launch is scheduled for December 2023 with a full roll out in H1 2024.

Core Operations Functions career
paths to be developed with
opportunities for progression.

H1 2023 was a busy period for Mental Wellbeing training with the focus on thefollowing, relatively high touch, targeted initiatives:

The strategic investment in systems and processes through the TIP, that began in
2022, is delivering at pace. A key priority in 2023 has been to ensure that we engage
across the whole organisation to ensure consistent awareness and understanding.
We have then built effectively on this with specific training for individual teams as
they are directly impacted.

The pilot of the new Customer Relationship Management System in Houston was thefirst opportunity to experience the programme ‘live’ as it impacted our employees,
contractors and clients. Unfiltered feedback was actively sought and valuable key
learnings have been gathered, acknowledged and acted upon.
Continue to invest in L&D,
particularly onboarding, manager
effectiveness and leadershipdevelopment.

Our Marketing team has been working to collate stories and case studies fromacross our business to showcase our purpose and how we bring it to life. We are also
co-creating updated values. These will be aligned to our purpose and embedded
across the organisation in 2024.

Our DEI Strategy continues to evolve, utilising data and active listening to inform ourpriorities. We have achieved this in 2023 through our Engage survey, running focus
groups with women in the business and with our Employee Resource Groups andthrough improving our data.
Improve the office environment,
enabling better collaborationand provide greater clarity on
hybrid working.

Local leadership are empowered to set local hybrid working policies and patterns
to meet local needs. Focus during 2023 has been on communicating these policies
clearly and applying them consistently. Hybrid working will be supported throughour future office property redesign programme for 2024 and beyond.

Following initial roll out, we have further embedded the Global Grade framework
by providing a detailed toolkit for the HR team and managers. A similar approachfor enhancing reward communications is planned with the aim of achieving greater
consistency and transparency.
The Core Operations Function has also benefitted from a new skills and competency
based framework along with targeted learning. This was run as a pilot in 2023 with aview to extending across all core functions in 2024.

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Nomination Committee

Strategic Report
Governance
Financial Statements

Dear Shareholder

SThree’s purpose is to bring skilled people
together to build the future. That futurefocus and long-term thinking also applies
to how our Nomination Committee keeps
our Board’s composition under review
and ensures we have robust succession
plans in place.”
James Bilefield
Nomination Committee Chair

SThree’s purpose is to bring skilled people together to build thefuture. That future-focus and long-term thinking also applies to
how our Nomination Committee keeps our Board’s composition
under review and ensures we have robust succession plans inplace, to safeguard the delivery of our strategy and ensure thelong-term success of the Company.
Following the appointment of Elaine O’Donnell and Imogen Joss,
who joined the Board in October 2022 and December 2022
respectively, the focus has been on their successful induction
and Board stability. While it was not considered appropriate to
add to the Board immediately following these appointments, theCommittee has continued to consider succession plans for NonExecutive Directors.

Committee meetings held

2

James Bilefield (Chair)

2/2

Barrie Brien

2/2

Denise Collis

2/2

Elaine O’Donnell

2/2

Imogen Joss

2/2

The Committee complies with the requirement to have a majority of
independent Non-Executive Directors.

Full biographies are available on pages 86-87

I am pleased to present to you the Nomination Committee
report. The report provides underlying detail on theCommittee and its activities during the year, in compliancewith the UK Corporate Governance Code (the Code).

As previously announced, Barrie Brien, who has served on the
Board since September 2017, will stand down at the 2024 AGM,
allowing him to focus on his other professional commitments. I
would like to thank Barrie for his years of service and thoughtful
contribution to the Board. As noted in my last report, the Board
understands and fully supports the recommendations of theParker Review, and I can confirm we have commenced thesearch for a new Non-Executive Director, preferably from a nonwhite minority ethnic background, in order to meet the Parker
Review target by December 2024.

Summary of Terms of Reference

The Committee’s Terms of Reference are, broadly, to regularly
review the structure, size and composition (including the skills,
knowledge, experience and diversity) of the Board, makerecommendations with regard to any changes and to review
and prepare relevant job descriptions for new appointees, aswell as ensuring the continuing development of, and adequate
pipeline into, the Executive Committee for succession and benchstrength purposes.

Summary of core Committee activities
carried out during the year:

100 SThree plc•

Oversaw the Board and senior management succession
plans, and considered the refreshed approach to Executive
Committee talent management.

•

Oversaw the composition and effectiveness of the Board andCommittees, with diversity a key criteria.

Succession planning and diversity

As noted earlier in this report, our focus for the year underreview was the induction of our new Non-Executive Directors
and Board stability.
The Committee also periodically reviews Board composition
to ensure that the Code provisions regarding diversity, overboarding, Chair tenure and Remuneration Committee Chair
experience are all complied with. In November 2023 theCommittee considered Board membership and the need tocontinually refresh the composition of the Board on a gradualbasis, taking into account the length of service of current
Board members.
In our 2021 Report, we confirmed that the Committee had
agreed plans to achieve a Board, by 2024, with a minimum of
40% women representation and at least one individual from a
non-white minority ethnic background.
While we meet the new Listing Rule targets for gender
diversity on the Board, and have a minimum of 40% women
representation, including Denise Collis, who is our Senior
Independent Director, and is considered to hold a senior Board
position, we do not currently meet the target of having at least
one individual on our Board who is from a minority ethnic
background (as defined by the Listing Rules). As describedabove, it remains the Committee’s intention to add a new NonExecutive Director, preferably from a non-white minority ethnic
background, before December 2024. The Board acknowledges
the importance of diversity in its broadest sense in theboardroom. The Board’s policy, which it applies to its Audit &Risk, Remuneration and Nomination Committees, is to promotea diverse and inclusive membership on the Board and in filling
any vacancy, consideration will be given to the combination ofdemographics, experience, skills, race, age, gender, educationand professional background and other personal objectives
needed to support good decision making. The Board continues
to monitor management’s efforts to achieve its short-term targetof 40% of women in leadership, with a longer-term ambition
to achieve 50/50. The Group has a global Diversity, Equity andInclusion policy which applies to everyone who works at SThree,whether on a permanent or temporary basis, in any of ourbusinesses worldwide. During 2024 the Board intends to develop
and set out a tailored Diversity Policy applicable to the Board andSenior Management.

Induction of Imogen Joss

Upon appointment to the Board, each Director engages in
a comprehensive induction programme which is tailored totheir individual needs. Imogen Joss was recruited in 2022,
joining the Board on 1 December 2022.
Imogen’s programme included:•

initial meetings with fellow Directors for discussion of
key matters;•

meetings with Executive Committee members withresponsibilities for key regions and countries;•

meetings with the Chief Legal Officer and Company
Secretary covering an overview of legal framework
applicable to directors of UK-listed companies, and an
overview of Risks and processes around identification
and reporting;•attending a day on the sales floor, experiencing the workof our sales consultants; and•attending our Vienna senior leadership conference.
In addition, key strategic, financial and governancedocuments were provided to Imogen in an electronic
reading room.

Annual Report and Accounts 2023

101

Nomination Committee continued

Strategic Report
Governance
Financial Statements

Development

All Directors are subject to annual re-election, although Non-Executive Directors are typically expected to serve for an initial termof three years, which, in normal circumstances and subject to satisfactory performance/re-election at each AGM, is automaticallyextended annually. Non-Executive Directors will normally serve no longer than nine years, subject to review as part of the AGM
re-election process and their agreement. The Company’s Articles of Association also contain provisions regarding the removal,
appointment and election/re-election of Directors.

Board and executive management gender and ethnicity metrics

The following metrics set out the range of gender and ethnicity as they relate to our Board and executive management as at 30
November 2023. Executive Management is considered to be our Executive Committee, which includes our Chief Executive andChief Financial Officer. The process by which diversity data was collected was, where permitted by relevant laws, to contact relevant
individuals and ask them how they identified using the categorisations set out in the Listing Rules. Where we already held gender or
ethnicity data for executives, with consents in place to use it for reporting on an anonymous basis, we used that data.
The data is used for statistical reporting purposes and is provided with consent. The data in the tables below is as at 30 November
2023 and there have been no changes in the period between then and the date of this report.
Further information on gender balance of those in senior management and their direct reports can be found on page 31.

Board and executive management gender
Numberof Board
members

Number ofsenior positions
on the Board
Percentage of(CEO, CFO,
the Board SID and Chair)

Number in
executive
management

Percentageof executive
management

Men

4

57%

3

8

73%

Women

3

43%

1

3

27%

Not specified/prefer not to say

–

–

–

–

–

Board and executive management ethnic backgroundNumberof Board
members

Number ofsenior positions
on the Board
Percentage of(CEO, CFO,
the Board SID and Chair)

Number in
executive
management

Percentageof executive
management

White British or other White (including minority-white groups)

7

100%

4

11

100%

Mixed/Multiple Ethnic Groups

–

–

–

–

–

Asian/Asian British

–

–

–

–

–

Black/African/Caribbean/Black British

–

–

–

–

–

Other ethnic groups, including Arab

–

–

–

–

–

Not specified/prefer not to say

–

–

–

–

–

Commitment

For Board vacancies, the Nomination Committee approves a detailed job specification, which sets out the indicative timecommitment expected. Potential Director candidates are required to disclose any significant outside commitments prior toappointment and must undertake that they have sufficient time to meet these, in addition to Company business.
Upon joining, each Director receives a formal appointment letter which identifies their responsibilities and expected minimum timecommitment, which is typically two to three days a month. These letters are available for inspection at the Company’s registeredoffice, or by contacting cosec@sthree.com.

At scheduled Board and Committee meetings, Directors receive
detailed reports from management on the performance of
the Group or specific areas of focus and responsibility. NonExecutive Directors may visit the Group’s sales offices or otherlocations in order to join staff members and other stakeholders
from different geographic areas to discuss current initiatives.
Directors are aware of their responsibilities and are briefed on
relevant regulatory, legal, governance or accounting mattersperiodically, as required. Directors also attend external seminars
on areas of relevance to their role in order to facilitate theirprofessional development, whilst Non-Executive Directors alsouse external insights from their own development networks
to support the management team. These measures help toensure that the Board continues to develop its knowledge of theGroup’s business and get to know senior management, as well as
promoting awareness of responsibilities. Executive Directors areencouraged to accept external appointments in order to broaden
their experience, although currently no such positions are held.
Induction arrangements are tailored for new appointments toensure that these are appropriate to each role, dependent on
previous experience. Details of the induction of Imogen Joss are
set out below.
Directors and other Senior Executives are invited toattend analyst briefings and our Investor Briefing Series ofpresentations, and major shareholders are invited to meet any
relevant new Non-Executive Directors.
As part of the annual Board evaluation process, the Chairassesses any training and development needs in respect ofindividual Directors.
James Bilefield
Chair

29 January 2024

Board evaluation

Each year, the Board reviews performance andeffectiveness, including that of its committees and individual
Directors, to identify areas for improvement and ensure it iswell placed to provide constructive challenge.
In 2021 the review was externally facilitated by Manchester
Square Partners. In 2022 and 2023 the review wasundertaken by the Chair and Company Secretary, andin relation to the Chair’s performance, by the Senior
Independent Director. It is the intention of the Board to carryout an externally facilitated review in 2024.
The 2023 review was a formal and rigorous evaluation of
the performance and effectiveness of the Board and its
principal committees, with Committee Chairs overseeing
the review of their respective committees. The evaluation
process involved each Director considering a tailored
questionnaire which included specific consideration ofBoard structure, meetings, key responsibilities of the Board
and/or committee, its relationship with management, itspriorities and changes which the Directors believed would
improve effectiveness. The review concluded that theBoard operated effectively and that the Board Committeesdischarged effectively their duties under their respective
terms of reference.
The key focus areas identified are set out below:
Action 2021/2022

2022/2023 progress and insight

Ongoing monitoringof the Company’s
Technology
Improvement
Programme (TIP) to
ensure its success.

Progress of the programme, including
its roll out, is monitored closely, with an
update presented at each Board meeting.
Additionally, and independent third-party
assurance provider monitors progress
and periodically reports to the Board.

Successful inductionof the newly appointed
Non-Executive Directors
and continued focus
on the Non-Executive
Director succession
plan.

Comprehensive induction programmes
for both new appointees who
demonstrate a thorough understandingof the business and contribute effectively.
Non-Executive Director succession planin place to ensure progressive renewal of
the Board.

Post-implementation
reviews of past projectdecisions.

Formal post-project reviews conducted
and included for Board review whereappropriate.

Consideration to
be given to themechanisms used
to monitor culture
throughout the Group.

New values have now been developed
and launched. A plan has been created
to communicate and embed these values
within the Company.

Actions arising from 2022/2023 review
Continued monitoring of the Company’s TIP as it isrolled out.
Enhanced focus on productivity and performance
management to help deliver growth.
Reviewing and monitoring the approach to talent andsuccession planning.

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Audit & Risk Committee

Strategic Report
Governance
Financial Statements

Dear Shareholder

In fulfilling its duties, the Committee
has reviewed the resilient financial
performance of the Group in the year,
challenging management and theauditors on the underlying significant
accounting estimates and judgements.
In addition to the normal meeting cycle
and schedule of work, the Committee
has led a robust audit tender process
and has recommended the appointment
of EY as our new external auditors.”
Elaine O’Donnell
Audit & Risk Committee Chair

Committee meetings held

4

Elaine O’Donnell (Chair)

4/4

Barrie Brien

4/4

Denise Collis

4/4

Imogen Joss

4/4

All Committee members attended an additional afternoon ofpresentations from parties tendering for the provision of auditing
services to SThree.

Full biographies are available on pages 86-87

As Chair of the Audit & Risk Committee, I am pleased topresent, on behalf of the Board, its Audit & Risk Committee
report, prepared in accordance with the UK Corporate
Governance Code (the Code). This Report explains theCommittee’s responsibilities and how it has deliveredon these.
The Audit & Risk Committee assists the Board in carrying out
its oversight responsibilities regarding the Company’s financial
and corporate reporting, risk management and internal controls
and in overseeing the relationship with the external independent
auditor. This report sets out how the Committee has discharged
its responsibilities during the year and, in relation to the financial
statements, the significant issues it considered and how they
were addressed.
During the course of the year, an important area of focus for
the Committee was leading the external audit tender process
for new auditors. This was a formal, rigorous and competitive
tender for audit services for the 2024 year end onwards and led
to the Committee making a recommendation to the Board to
appoint EY as our new auditors. As detailed later in this report,
all members of the Committee were involved in the selection
process, which was carried out in accordance with
FRC guidance.
PwC have now completed their final audit as the Group’s
external independent auditor and I would like to thank them fortheir rigour and robust challenge throughout the year and theirtime as auditors to SThree.
Internal Audit (IA) continues to play an important role in
the Group’s governance, providing regular updates to theCommittee, with tracking of remedial action in the case of
any control failures. In accordance with our succession plans,
the previous Head of Internal Audit stepped down at the startof the year and the Committee considered and approved therecommendation to appoint the new Head of Internal Audit.
At the start of each year, an annual IA plan is presented for theCommittee to agree, after appropriate review and challenge.
Significant focus is placed on key accounting judgements andestimates, which underpin the financial statements, namely:
1.

Committee composition and experience

The Committee consists of Elaine O’Donnell (Chair), Barrie
Brien, Denise Collis and Imogen Joss. James Bilefield continues
to attend meetings by invitation, as does the Chief Executive
Officer, Chief Financial Officer, Chief Legal Officer & Company
Secretary, the external auditors, Director of Group Risk,
Insurance and Health & Safety, Head of Internal Audit andcertain Finance function heads.
Elaine O’Donnell is a Chartered Accountant and has held senior
roles, including as a Partner in Transaction Advisory Services
at EY. Barrie Brien brings extensive financial experience,
having held the role of Chief Operating and Financial Officer at
Creston PLC between 2004 and 2014. Denise Collis is degree
educated and has held senior management positions, which
include financial responsibility. Imogen Joss has relevant sector
experience given her position as Chair of Grant Thornton UK
LLP, an accounting and consulting firm. The Committee, taken
as a whole, is considered to have appropriate sector knowledge
in addition to their broad Board experience.

The Committee’s principal responsibilities

Having reviewed the content of the Annual Report, theCommittee considers that, taken as a whole, it is fair, balanced
and understandable and provides the information necessary
for shareholders to assess the Company’s and the Group’s
performance, business model and strategy. In reaching thisconclusion the Committee considered the processes andcontrols in place, including liaising as necessary with external
advisors and Committee Chairs.

104 SThree plc

Approved annual Committee programme/cycle of work.

•

Reviewed and recommended to the Board the full and halfyear financial results for publication.

•

Approved the external audit plan and reviewed theaudit results.

•

Reviewed the performance, independence andeffectiveness of the external auditors.

•

Reviewed any non-audit services provided by the external
auditors.

•

Led the audit tender process and recommended theappointment of EY as external auditors.

•

Reviewed the risk management and controls frameworkand its effectiveness through oversight and reporting fromthe Group Risk Committee and Director of Risk, including
on control effectiveness of operational risks across global
operations teams.

•

Considered the Code requirements concerning fair,balanced and understandable reporting.

To monitor the integrity of the Consolidated Financial
Statements of the Group and any announcements relating tofinancial performance.

••

To review significant financial reporting issues andjudgements.

Reviewed the Company’s going concern and long-term
viability statements, including the impact of climate changeon the business.

••

As requested by the Board, to advise whether, taken
as a whole, the Annual Report is fair, balanced andunderstandable and provides the information necessary forstakeholders to assess the Group’s performance, businessmodel and strategy.

Reviewed and discussed the Group’s position in relation to
cyber-risk.

•

Considered the risks of generative AI technologies.

•

Reviewed the output of Group Risk Committee meetings.

•

Conducted an annual review of progress against thebusiness integrity areas forming part of SThree’s complianceprogramme and reporting on investigations conducted in thecourse of the year.

•

Considered new legislation and governance developments
relevant to the role of the Committee.

•

Recommended the Audit & Risk Committee report for
approval by the Board.

•

Held discussions with the external auditors and Head of IA
without management present.

•

Approved the IA plan and reviewed all reports/findings.

•

Reviewed the effectiveness of the IA function.

•

To review the Group’s internal financial controls, internal
control and risk management systems and reporting,including supporting the Board in overseeing risk
management activity, advising on risk appetite and assessing
material breaches of risk controls.

•

To monitor and review the effectiveness of the Group’s
IA function.

•

To agree the external auditors’ engagement terms, scope,
fees and non-audit services, to monitor and review
the external auditors’ effectiveness and associatedindependence and recommend re-appointment to theBoard and shareholders.

•

To review arrangements by which the Group’s employees
may raise concerns about possible improprieties in financial
reporting or other such matters and ensuring appropriate
follow-up.

•

To monitor and review the activities and priorities of theGroup’s Risk function and the Risk Committee.

•

To assess procedures for detecting fraud andpreventing bribery.

•

Where requested by the Board, to advise on proposed
strategic transactions, including conducting due diligenceappraisals and focusing on risk aspects.

3. Impairment of investment in subsidiaries.
All of these were fully considered by the Committee in light of
the latest FRC guidance.

••

Revenue recognition.

2.	Provision for impairment for trade accounts receivable andcontract assets.

Summary of core Committee activities
carried out during the year:

Annual Report and Accounts 2023

105

Audit & Risk Committee continued

Strategic Report
Governance
Financial Statements

Areas of key significance in the preparationof the financial statements
The Committee considered each of the following items of key
significance in the preparation of the Consolidated Financial
Statements in 2023 and based on discussions with managementfound the accounting treatment and presentation thereof
complete and accurate. These items were also discussedwith the external auditors during the planning stage and on
completion of the audit.
The key considerations were:
1. R evenue recognition – significant estimation is requiredin determining a portion of the Group revenue recognised
in exchange for provided service for which no timesheets
have been received on or before the reporting date. The key
estimation uncertainty arises from determining the historicalshrinkage rate which is used to constrain the variable partof revenue. The Committee evaluated the key assumptions
applied in the calculation methodology and the use of theshrinkage rate by comparing them with prior years andconsidering business performance, in particular the Group’s
growing strategic focus on Contract business, in FY23; andsatisfied itself that the assumptions and the changes to thoseassumptions were appropriate.
2. P rovision for impairment for trade accounts receivable andcontract assets – the Group assesses impairment of accounts
receivable individually and collectively. The general provision
is calculated based on specific percentages applied to debtor
ageing, consistent with the approach in prior years. The
difference between this method and IFRS 9 ECL calculation
is immaterial. This year the specific provision has been
calculated using management’s knowledge and assessment ofcustomer risk of credit losses. In FY23, additional data sourceswere used to enhance this assessment. The Dunn & Bradstreet
credit tool was used to identify clients with a ‘severe’ or ‘highrisk’ rating, and this was used in conjunction with our Credit
team’s knowledge of payment behaviours and operational
challenges in collecting cash to determine a provision.
Specific provisions of either 100%, 50% or 25% were applied
to specific clients (c.20 in total) to provide for credit losses
based on management’s assessment of risk. The Committee
has considered the judgements applied by management andthe output of the subsequent audit work. In their evaluation,
after robust discussions with management and the auditors,
the Committee satisfied itself that the final assumptions andresulting level of year-end bad debt provisions are appropriate.
The conclusion of this exercise was an overall increase in the
ECL provision of £4.9 million.
3. The impairment of investment in subsidiaries – the Group has
operations in several countries across the globe. These operations
are subsidiaries of the parent company, SThree plc. As set out
in the accounting policies, every year management performs anassessment of whether there are any indicators of impairment
of SThree plc’s investments in its subsidiaries. The Committee
considered key areas of judgement applied by management inthis assessment and compared them with the Group’s budget,
medium-term forecasts, and the current trends in the wider
macro-economic environment in which subsidiaries operate.
The Committee agreed with the management’s conclusionthat overall, there have been no impairment triggers for most

106 SThree plc

investments and for which no further detailed impairment review
was required in FY23. Only two investments, held in Canada andLuxembourg, were viewed to have low prospects of recovery andwere therefore written off in the SThree plc’s books generating asmall charge of less than £0.1 million.
4. Adopting the going concern basis of preparation of thefinancial statements – the Committee reviewed and, where
relevant, challenged the assumptions applied by managementin the forecast models which underpin the going concern andviability statements. In particular, the Committee reviewed
the appropriateness and relevance of the severe but plausible
stress tests to ensure that the Group has adequate liquidity
and is compliant with the bank covenants throughout therelevant periods.
The Committee also reviewed the management’s workin conducting a robust assessment of the risks facing theGroup, their potential impact, how they were being managed,
together with a discussion as to the appropriate period for theassessment. The Committee deemed appropriate that the Group
continues to apply the going concern basis for the preparationof the financial statements and recommended to the Board to
approve the viability statement.

External auditors
Responsibilities in relation to external
auditors
During the year, the Committee carried out each of
the following:•

Recommended the re-appointment of PwC as external
auditors for the financial year ending 30 November 2023, forsubsequent ratification of their remuneration and terms ofengagement by shareholders.

•Reviewed and monitored the external auditors’
independence and objectivity and the effectiveness of
the audit process, taking into consideration relevant UK
professional and regulatory requirements.

•

Reviewed the policy on the engagement of the external
auditors and supply of non-audit services. This policy sets out
a ‘whitelist’ of permitted non-audit services, lists examples
of prohibited services, sets out typical audit-related services,
their award and approval, explains the cap on non-audit
services which can be billed, and sets out reporting andindependence provisions.

•

Considered and noted the requirements of the FRC
publication ‘Audit Committees and the External Audit:
Minimum Standard’.

The above key accounting judgements and estimates are also
set out in the note Basis of preparation and consolidation on
pages 153 to 156.

•

The Committee also considered and addressed key judgements
applied by management in accounting for certain othertransactions which occurred during the year. In the year underreview this included:

Appointment, objectivity and Independence••

Provisions – SThree’s most significant provisions relate
to various ongoing legal and compliance-related disputes.
Accounting for provisions involves making estimates about
the timing and amounts of future uncertain cash outflows.
The Committee received regular updates from management
in relation to a number of open enquiries, and reviewed the
key assumptions and controls put in place to determine thecost estimates and provisions in the financial statements.
The Committee satisfied itself that management correctly
applied the recognition criteria for the provision under theaccounting standard IAS 37 Provisions, Contingent Liabilities
and Contingent Assets.
Capitalisation of internally generated assets – under theongoing Technology Improvement Programme, management
continued to reassess categories of programme costs
against the capitalisation principles under IAS 38 Intangible
Assets, and further IFRS guidance issued on accounting forcloud computing arrangements. The Committee reviewed
and agreed with the management’s interpretation of theaccounting standards in relation to capitalisation andrecognition criteria for internally generated assets. The
Committee also reviewed the accounting guidance andassumptions made by management behind how and whento bring the programme outputs into business-as-usual
processes. The Committee agreed with management’s
overarching conclusion to commence amortisation ofprogramme outputs on a day when the implementation ofa minimum viable product in two key regions, the US andGermany, is successfully completed and sufficient routine
quality approvals are received.

Led the audit tendering process and recommended to
the Board that EY be appointed as external auditors for
subsequent ratification by shareholders.

The Committee and the external auditors have safeguards
in place to ensure that objectivity and independence are
maintained. The Committee also considers independence taking
into consideration relevant UK professional and regulatory
requirements. Non-audit services during the year under review
relate to the half-year agreed upon procedures and PwC
Viewpoint (regulatory updates) subscription, whilst net fees
generated to the Group through recruitment services provided
to PwC as a client are not material. The external auditors are
required to rotate audit partners responsible for the Group audit
every five years and the current lead audit partner, Kenneth
Wilson, was appointed in 2019, following appropriate transition.
This also reflected the focus of the audit team’s activities moving
to Glasgow.

Performance and tendering

During the year, the Committee reviewed performanceand fees and met with the external auditors, PwC without
management present.
As detailed in our 2022 Annual Report, PwC were originallyappointed as auditors of SThree in 1999 and became auditorsof the public company in 2005. They were subsequently
reappointed following a tender process in 2017. In light of PwC’s
tenure and following engagement with certain significant
shareholders, we began an audit tender process during the 2023
financial year with a view to having new auditors in place for our2024 interim results. Details of that process can be found on
pages 108-109.
The Committee considers that the Company has compliedwith the Competition and Markets Authority’s Statutory Audit
Services for Large Companies Market Investigation (Mandatory
Use of Competitive Tender Processes and Audit Committee
Responsibilities) Order 2014 for the financial year under review.

Framework used by the Committee toassess effectiveness of the external audit
process

The Committee has adopted a broad framework to review
the effectiveness of the Group’s external audit process andaudit quality which includes: assessment of the audit partner
and team with particular focus on the lead audit engagement
partner; planning and scope of the audit, including a dedicatedaudit planning afternoon, with identification of particular areasof audit risk; the planned approach and execution of the audit;
management of an effective audit process; communications by
the auditors with the Committee; how the auditors support thework of the Committee; how the audit contributes insights andadds value; a review of independence and objectivity of the audit
firm; and the quality of the formal audit report to shareholders.
Feedback is provided to both the external auditors andmanagement by the Committee and its attendees, based on theabove, with any actions reviewed by the Committee.
The effectiveness of management in the external audit process
is assessed principally in relation to the timely identification andresolution of areas of accounting judgement, the quality andtimeliness of papers, analysing those judgements, management’s
approach to the support of independent audit and the bookingof any audit adjustments arising, as well as the timely provision of
documents for review by the auditors and the Committee.

Annual Report and Accounts 2023

107

Audit & Risk Committee continued

Strategic Report
Governance
Financial Statements

Policy on non-audit work

The Committee sets clear guidelines on non-audit work, which
is only permitted where it does not impair independence orobjectivity and where the Committee believes that it is in theGroup’s best interests to make use of built-up knowledge orexperience. Such work has included services required due tolegislation and assurance work or other specialist services. The
Committee continuously monitors the quality and volume ofthis work, fees incurred, as well as independent safeguards
established, in order to consider whether to use other firms andcontinues to use such firms to provide general tax advice or forother projects.
The policy aligns with regulations to prohibit a number of nonaudit services, whilst also meeting FRC Ethical Standards and
FRC guidance, to clearly set out:•

which types of non-audit work are allowed/prohibited;•

the types of work for which external auditors can be
engaged without Audit & Risk Committee referral, provided
such services fall below £25,000 and are not specificallyprohibited; and•for which types of work Committee Chair referral is needed,
i.e. which are above £25,000.

Under the policy the external auditors are required to seek
approval in advance of staring work on any assignment within
the Group.

Fees paid to external auditors for non-audit
work
Audit fees for the year were £1,128,000 (FY22: £925,000). The
YoY increase in audit fees reflects the 5% inflation rate applied
to the cost of audit services and one additional subsidiary fallingunder the audit scope due to growth in trading.

The Committee reviews all non-audit work against policy toensure it is appropriate and the fees are justified. Non-audit fees
increased in line with the 5% inflation rate to £14,000 in FY23
(FY22: £13,000).

External audit: Tender

As noted earlier, in light of PwC’s tenure and following
engagement with certain significant shareholders, we began an
audit tender process during the 2023 financial year with a viewto having new auditors in place for our 2024 interim results.

Tender scorecard criteria

A cross functional working group, comprising Finance,
Procurement and Company Secretarial, determined the process,with due regard to the FRC’s guidance, with the Audit & Risk
Committee Chair and CFO giving approval to proceed onthat basis.

•

Strength, experience, attitude and commitment of team: including team structure.

•

Industry and business understanding: experience in the recruitment sector and working with listed clients with global
footprints based in Scotland.

•

Proactivity and innovation: including commitment to using technology to create a more efficient audit.

•

Service approach.

•Transition plan: having a clear transition plan to set up a successful half-year agreed upon procedures and full-year audit.

•

International and cross line of service team co-ordination: the strength in breadth of service and international network.

•

Quality assurance; findings from most FRC Audit Quality Reviews.

•

Understanding of listed company reporting requirements.

•

Understanding of analysts and investor requirements and focus.

•

Insights into business practices and recommendations for improvement.

Having reviewed the existing auditor relationship, current
market regulations, best practice guidelines and completed fee
benchmarking potential tender candidates were identified and a
Request for Proposal (RFP) document developed.
The initial longlist of seven candidates, which excluded PwC inconsequence of their tenure to date, included three challenger
firms. Following agreement with the Chair of the Committee and
CFO this was reduced to a shortlist of four candidates, including
two challenger firms. The full Committee was kept apprisedof the rationale for shortlisting the candidates. All shortlisted
candidates were issued with an RFP, however the two challenger
firms declined to tender during the RFP process having carefully
considered their capacity to deliver on the requirements. The
responses of the remaining candidates were evaluated andconsideration was given to the most recent FRC inspection
results of each firm. Both candidates then presented to the fullCommittee and cross functional working group, with Committee
members scoring candidates against criteria set out in thesection below, on a price-blind basis. The proposals from both
remaining candidates were submitted to the Board. Following
consideration, the Committee made a recommendation to theBoard that EY be appointed as SThree’s statutory auditors forthe financial year commencing 1 December 2023, subject toshareholder approval. In light of her position as Chair of Grant
Thornton UK LLP, Imogen Joss attended the presentations but
recused herself from voting on the decision to recommend any
auditing firm.

The objective was to appoint the audit firm that would provide the highest quality, most effective and efficient audit for theCompany. To support this, the participating firms were scored utilising the following criteria. Presentations were scored on aprice blind basis.

Overview of the tender process
February
2023

March
through toApril 2023

April
throughto July
2023

August and
September
2023

October andNovember
2023

Novemberonwards
2023

108 SThree plc•

Cross functional working team established to assist Committee with the tender process, FRC Minimum
standards reviewed and process determined adhering to guidelines, longlist of potential auditors drawn up•

Reviewed existing relationships with audit firms, potential conflicts identified, initial engagement sessions
held and forms shortlisted•

RFP prepared, issued and management meetings held•

RFP submissions and evaluations, supplier presentations held•Recommendation by working group to the Committee and from the Committee to the Board Supplieraward and contract negotiations•

Auditor onboarding, planning and transition

Annual Report and Accounts 2023

109

Audit & Risk Committee continued

Strategic Report
Governance
Financial Statements

Risk management, internal controls, key
focus areas and viability

The Committee supports the Board in its overall responsibility forrisk management activities and implementing policies to ensurethat all risks are evaluated, measured and kept under review by
way of appropriate KPIs, as part of the Group’s ERM framework.
Information on both risk management activities and associatedcontrols assessments are reported to the Committee throughthe Group Risk Committee and escalated to the Board whereappropriate.
Presentations from both functional and regional senior
management across the business are provided to the Board tofurther develop information, understanding and debate on risks
and the relevant controls in place. Specific consideration is also
given by both the Committee and the Board to areas such as
the Group’s cyber-risk profile and the mitigations in place and
the Group’s data protection risk profile and the data protection
programme activities and plans. Activities include monitoring of
the effectiveness of the Group’s risk management and internal
control systems in order to safeguard shareholders’ investments
and the Group’s assets and, at least annually, carrying out arobust assessment of risks and the effectiveness of associatedcontrols. No significant failings or weaknesses were identified
from this review.
Significant progress was made towards reaching a fully
integrated system of SThree internal controls, risk management
and policies. Areas were identified that could be strengthened
to drive a future-proofed, appropriately resourced and fullycompliant system of internal control and corporate governancepolicies. Management established a process for regular selfassessment style attestation by risk, relating to internal controls
over financial reporting and their owners. The Committee works
closely with the Chief Financial Officer, Chief Legal Officer& Company Secretary, Director of Risk, IA team and external
auditors to ensure that any potential material misstatementof risks are identified and targeted in terms of the overall
audit strategy and that audit resources and the efforts of theengagement team are correctly allocated. This helps to ensure
the effective planning and performance of the external andIA teams, focused on risk, and has resulted in a continued
improvement in processes and controls over recent years.

Internal Audit (IA)IA plays an integral role in the Group’s governance and risk
management processes and provides independent assurance to
the Committee on compliance with its policies and procedures.
The function carries out a wide variety of audits including
operational as well as ad hoc and project-based reviews andfraud investigation.
The Committee oversees and monitors the work of IA, which
carries out risk-based reviews of key controls and processes
throughout the Group on a rolling cycle, including resources,
scope and alignment with principal risks and effectiveness of thefunction. The Head of IA has direct access to the Committee andmeets regularly with both the Committee and its Chair without
management present to consider the IA work programme, which
is approved in advance by the Committee.
For 2023, the programme was again focused on addressing
both financial and overall risk management objectives acrossthe Group, with reviews carried out, findings reported
to the Committee, recommendations tracked and theirclosure monitored.
No significant weaknesses were identified from the risk
management or internal control reviews undertaken by IA during
the reporting period and throughout the financial year. The IAteam, working with the Group’s risk and compliance function,
has continued to enhance the risk management framework andwork with managers across the globe to further develop andembed the risk framework and methodology at a local level,whilst also ensuring that the IA plan is closely aligned to risk.
Senior management are invited to present to the Committee,
from time to time, to report back on progress against agreed
IA actions and other risks in their area of responsibility.
The Committee ensures that the Group’s IA function remains
at an appropriate size and skill mix for the business, and firmly
believes that this function remains effective and continues to add
significant value. The IA activity conforms with the International
Standards for the Professional Practice of Internal Auditing as
supported by the results of both an external evaluation of
the IA function which was conducted during 2019 and that
concluded the IA function was highly effective, and yearlyinternal assessments of the quality assurance andimprovement programme.

Group Risk Committee

The Group Risk Committee was created in 2018, with agreed
Terms of Reference, and a regular reporting slot at each Audit &Risk Committee meeting. The Terms of Reference were updated
in 2023. Under the new Governance Framework, Management
incorporates discussions on risk in Country and Regional
meetings and the half-yearly strategic reviews conducted foreach country, so as to ensure that risks are fully incorporated
into business activities and decisions and strategic planning.
The output of these discussions is reported back to the Group
Risk Committee. The Group Risk Committee meetings consider
a range of risks identified, their materiality and the progressof mitigating actions/projects in terms of their successful
implementation and their likely effectiveness in reducing risk inline with Group appetite, on a regular basis, and reports in toboth the Executive Committee and the Audit & Risk Committee
on these. The Chair of the Committee meets regularly with theHead of Risk without management present.

Fraud and cyber risks

The Committee reviews the procedures for the prevention
and detection of fraud in the Group and has also closely
monitored improvements to cyber security protection in thelight of increasing risks in this area, having particular regard todata breaches that the Group may face and the processes andcontrols in place to tackle any security threats. This information
is flowed through to the Board so that it can consider this as partof its detailed review of the data protection programme and theactivities in place to mitigate personal data risks.
Suspected cases of fraud must be reported to senior
management and are investigated by IA, with the outcome of
any investigation reported to the Committee.

Speak Up hotline

In 2023, the Group introduced a refreshed Speak Up policy, andran an associated awareness campaign across the Company.
The Group has in place a dedicated independent Speak Up(whistleblowing) hotline, which is well publicised across theGroup, including via the intranet, with any notification initiallyreported to the Chief Legal Officer & Company Secretary andthe Head of Business Integrity, before being reviewed by theCommittee. Under this arrangement, employees are able toreport any matters of concern, where this does not conflict withlocal laws or customs (see ‘Company information and corporate
advisers’ section for details). This policy aligns with bestpractice. The Board reviewed the introduction of the new Policy
and reporting process. The Audit & Risk Committee reviews
complaints made under the Speak Up policy and escalate any
matters requiring Board oversight.

Committee evaluation

Following an external evaluation in 2021 the Committee
conducted an internal evaluation process this year which
included feedback from management attendees. The
Committee concluded that it continues to operate effectively.
One area that was identified for further consideration was theattribution of risk topics between the Board and the Committee.
As a result, the Chair of the Committee and Director of Risk
are developing the forward planner to ensure matters areappropriately captured in the correct forum.
Elaine O’Donnell
Audit & Risk Committee Chair

29 January 2024

Anti-bribery and corruption, and businessethicsThe Group maintains a zero-tolerance approach against
corruption. A new anti-bribery and corruption policy and a gifts,
hospitality and charitable contributions policy were introduced,
following review and approval by the Committee in November
2021. Minor updates to this policy were made at the start of 2023
and bespoke mandatory training was rolled out for all employees
in 2023, with a 96% completion rate. A gifts and hospitality
register is maintained to ensure transparency and new reporting
tools were introduced during 2023.
The Group also has a Code of Conduct which sets out thestandards of behaviour by which all employees are bound. This isbased on the Group’s commitment to acting professionally, fairly
and with integrity.

110

SThree plc

Annual Report and Accounts 2023

111

Directors’ remuneration report

Strategic Report
Governance
Financial Statements

Dear Shareholder

The Committee has sought to makeappropriate remuneration decisions ina year that delivered resilient businessperformance, and good progress on our
strategic objectives, in challenging macroeconomic conditions. Looking forward,
the Committee has set appropriate
incentive plans to focus management
on delivering strong performance, toenhance shareholder value.”
Denise Collis
Chair of the Remuneration Committee

Committee meetings held

4

Denise Collis (Chair)

4/4James Bilefield

4/4

Barrie Brien

4/4

Elaine O’Donnell

4/4

Imogen Joss

4/4

On behalf of the Board, I am pleased to present thisDirectors’ remuneration report for the period ended
30 November 2023. At the 2023 AGM shareholders approved
the revised remuneration policy with strong support, which
reinforces our view that it reflects our business strategy,
with remuneration payments that are strongly linked
to performance.
The Annual report on remuneration describes how this policy
was implemented in 2023 and how we intend to operate
in 2024.
Overall, fixed elements of the remuneration packages are set sothat they reflect the calibre and experience of our people andthe complexity of their roles. The annual bonus measures are
based on specific areas that require immediate focus, whereas
our Long-Term Incentive Plan (LTIP), looks to drive sustainableimprovements at a more macro level over the longer term.
Culturally, the setting of both financial and broader non-financial
measures serves to focus scheme participants on a holistic viewof business success and hence serves to drive performance on abroad, sustainable basis.
An important highlight of 2023 was continuing to invest in the
reward, wellbeing and broader employer proposition of thewider workforce, ensuring that our reward systems are alignedwith attracting, motivating, and retaining talent.
Remuneration payable for performance in 2023
The Group delivered a resilient performance, both overall and incomparison, with sector peers, in challenging macro-economic
conditions.
Against a backdrop of stretching and ambitious targets set
on the back of two years of strong growth the outcomes of
the annual bonus plan this year are lower. Half of the bonus
is determined by adjusted operating profit achievement andthe outcome was below the threshold of the target range
resulting in a 0% pay-out of this part of the award. Similarly,
the performance against the target for net fees was below thethreshold resulting in no pay-out. On the measure of days sales
outstanding the team performed well and achieved just below
half of the maximum award.
Our performance in the area of employee net promoter scores
was just above the threshold of upper quartile against external
comparators resulting in a partial pay-out. We did not reachthe threshold of our customer net promoter score resulting in
no pay-out for this element of the plan. We have made good
progress in some parts of the business in relation to gender
representation, however, we did not reach the threshold forthe specific DE&I bonus target (promotion of women in sales
leadership) and therefore there is no pay-out for this elementof the plan.

112

SThree plc

Overall, this results in 3.45% of the 85% bonus opportunity linked
to financial and short-term strategic targets being payable.
The personal objectives assessment, represents a further
opportunity of up to 15.0% for each Executive Director. The past
year has been characterised by a highly challenging businessenvironment with a dual focus on short-term performance
whilst investing in and positioning the business for future
growth. The latter has been reflected in the personal objectivesof the Executive Directors and the Committee has determinedthat the payout for the CEO and CFO should be 15% and 10%
respectively, out of 15%, leading to an overall bonus of 18.45%
and 13.45% of maximum.
The 2021 LTIP award, based on our performance over the threefinancial years to the end of FY2023, was subject to a mix of
Earnings Per Share (EPS), Total Shareholder Return (TSR) andlong-term operating profit conversion ratio, a key strategic
performance measure.
For the 50% of the award based on the EPS performance
condition, this required adjusted EPS for 2023 to be between
24.9p and 38.9p representing significant growth over the period.
Actual adjusted EPS performance for 2023 was 42.4p, resulting
in 100% vesting of the EPS part of the award.
For the 30% of the award based on our TSR performance, ourTSR was required to be between median and upper quartile
performance against a peer group. Actual TSR was +45% placing
SThree at the 72nd percentile and resulting in 91.6% pay-out of
this part of the award.
For the final 20% of the award subject to operating profit
conversion ratio, we improved our performance materially overthe period and reached 18.2% putting us between threshold andmaximum and resulting in vesting of 69.1% of maximum of thiselement of the award.
The overall level of LTIP payout, across the three measures, was
91.3% of maximum. The Committee has considered whether
the formula-driven pay-outs under the incentive plans andresultant total remuneration for Directors is appropriate, looking
at the broader context within which the performance has beendelivered. The Committee is comfortable that there has beena robust link between remuneration and performance, and thepolicy has operated as intended. We have not adjusted theperformance measures for any of the plans and there has notbeen a need to use discretion to adjust the level of remuneration
payable. The outcomes also reflect broader reward outcomes
across other incentive plans within the Group.

Policy implementation for 2024
The Committee increased the salary of both the CEO and CFO
by 2.0%, which is in line with the budgeted 2.0% increase for UK
employees more broadly.
The annual bonus will remain unchanged with a 70%-30% overall
mix of financial and non-financial measures, half of the total
being dependent upon adjusted operating profit achievement.
The LTIP will continue to be based on performance over three
years and subject to a two-year holding period post-vesting.
The Committee has given very careful consideration to the LTIP
opportunity for the Executive Directors for 2024, as set out
within the existing Remuneration Policy. The next three years
represent a pivotal period for the business as the Technology
Improvement Programme accelerates and its benefits are
realised. The importance of this programme to the future
success of the business cannot be overstated. It is critical thatmanagement incentives are aligned with a dual focus on boththis fundamentally major and ambitious change programme andstretching business performance targets. For 2024, the intention
is that the grant level will be 175% of base salary, an increase
from 150% of salary last year, and in line with the maximum
permissible under the Remuneration Policy. The Committee
consider the next three years as falling under the heading of‘exceptional circumstances’ which allows for this increase.
The weighting of LTIP performance measures will remainunchanged at 50% EPS, 20% TSR, 20% operating profit
conversion ratio and 10% ESG.
The Committee has again set stretching targets, recognising
the need to build forward momentum towards our long-term
ambitions.
The Committee retains discretion to ensure that annual bonus
payments and vested awards under the LTIP can be adjusted if
the formula-driven outturn does not reflect the broader overall
performance of the business.
Full details of the annual bonus measures and the measures andtargets for the 2024-2026 LTIP awards are set out in the Annual
report on remuneration.
Below Board we have benchmarked reward across the businessas part of a global grading exercise and reviewed the mix ofshare-based incentives. We have introduced a new long-term
incentive plan targeting strong growth for executives in certain
jurisdictions, alongside our Restricted Share plan which operates
more widely.

Full details of the LTIP measures, performance against themand resultant payments are set out in the Annual report on
remuneration.

Annual Report and Accounts 2023

113

Directors’ remuneration report continued

Remuneration at a glance

Strategic Report
Governance
Financial Statements

Chair and Non-Executive Directors (NEDs) fees
Fees for the Chair and NEDs were last increased on 1 December
2022, in line with that awarded to the Executive Directors of
3.5%. The fees and approach were further reviewed this year
and, again in line with the award to the Executive Directors, a 2%
increase has been made.
Shareholder and employee engagement, and specificfocus on Executive remuneration in broader context
During 2023 we have not needed to consult on remunerationrelated matters, but we have responded to enquiries from our
major shareholders and other key stakeholders and remain
available to discuss relevant matters as they arise.
We have built upon the rolling programme of engagementwith employees around reward, utilising a combination of
in-person and virtual meetings. I have personally engaged
with many employees across several of our offices around theworld, as part of my role as designated NED responsible for
employee engagement, during which reward continues to be
an area of discussion. In addition, I recently held an interactive
and productive session with a diverse group, drawn fromacross the business, to answer questions about our corporate
governance and remuneration processes and how our reward
policy cascades throughout the Company, accompanied by the
Director of Reward.

At the July Committee meeting we continued to focus on the‘fair pay’ agenda discussing progress on specific initiatives.
I am pleased to confirm that during 2024 we will begin paying
all UK colleagues at or above the Real Living Wage Foundation’s
recommended level, and we will for the first time be analysing
our ethnicity pay data in the UK and USA to examine whether
there are any pay ‘gaps’ and if so set out action plans to addressthese. More generally we are embracing the importanceof ‘pay transparency’ across the business and implementing
the necessary systems before this is required for our
European businesses.
We intend to maintain the momentum in this area and willcontinue to discuss the ‘fair pay’ agenda.
Conclusion
The Committee appreciates the support received fromshareholders to date on its executive remuneration andgovernance approach and looks forward to this continued
support at the AGM in April 2024.

How have we performed?
Bonus-maximum potential 120% of base salary

WeightingThresholdTargetMax

ActualAchievement%

Outcome(as % ofmaximum)

Group adjusted operating profit £m

50%

69.0

75.4

78.0

66.5

0.0%

0.0%

Group net fees £m

15%

402.7

429.8

442.7

387.1

0.0%

0.0%

5%

47.0

46.0

45.0

46.2

44.0%

2.20%

Days Sales Outstanding (DSO)

1Group Financial objectives

70%

Employee engagement Peakon-based relative
outcome (against external comparators) requiring
upper quartile to upper decile performance

5%

42.0

48.0

54.0

43.0

25%

2.20%
1.25%

Customer engagement

5%

52.0

54.0

56.0

48.0

0.0%

0.0%

DE&I: Promotion of women in sales leadership(number of promotions)2

5%

10.0

12.0

14.0

5.0

0.0%

0.0%

Strategic objectives

15%

1.25%

Total pay-out (% of maximum)

3.45%

1.

DSO actual is based on the FY23 average.

Denise Collis
Chair of the Remuneration Committee

2.

The measure was based on the absolute number of women in senior sales roles by the year end, with targets set in relation to growth plans. From an overall total of seniorpromotions made in FY23, 38% were women.

29 January 2024

Personal Objectives are individually determined and worth a up to a further 15%. Details are set out below.
2021-2023 LTIP award – grant 150% of base salaryThreshold

Max

24.9p

38.9p

42.4p

100.0%

50th percentile

75th percentile

72nd percentile

91.6%

14.2%

21.0%

18.2%

EPS (adjusted) (for 50% of the award)
TSR (for 30% of the award)
OP conversion between 14.2% and 21.0% (for 20% of the award)

Actual Achievement %Total vesting (% of maximum)

69.1%
91.3%

Summary of total reward
2023
2022

1.

Reward component

CEO1

CFO

Base pay £’000£500.8£365.2

Total remuneration £’000£907.6£673.2

Base pay £’000£416.7£352.9Total remuneration £’000£954.8£735.72022 CEO figure relates to Timo Lehne who was appointed Interim CEO on 1 January 2022.

How we will apply the remuneration policy in 2024
Key Reward Component

Key Features

Base salary and core benefits

CEO salary increased by 2.0% to £510,854. CFO salary increased by 2.0% to £372,528.
Pension contribution: 5% of salary for CEO and CFO in line with the wider UK workforce.

Annual bonus
70% Group financial targets
15% Shared objectives
15% Personal objectives
LTIP award
50% EPS
20% TSR
20% Strategic targets (operating profit
conversion ratio %)10% ESG (carbon emission reduction)
Shareholding requirements

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SThree plc

Maximum of 120% of salary, with one third of any bonus award paid in shares and held for
two years.

Maximum award of shares worth 175% of annual salary, performance tested, vesting after
three years with a further two-year holding period.

Requirement to build up and hold shares equivalent to 200% of salary whilst employed.
Post-service requirement to hold the lower of 200% of salary or actual shareholding for two
years after cessation of employment.

Annual Report and Accounts 2023

115

Remuneration policy

Strategic Report
Governance
Financial Statements

This section of the Directors’ remuneration report sets out the Group’s full remuneration policy for Directors. This was approved byshareholders at the AGM held on 19 April 2023 and will apply for a period of three years from this date.
The remuneration policy is designed to support the strategic business objectives of the Group so as to attract, motivate and retain
high-calibre Directors and senior managers, in order to deliver sustainable long-term increases in shareholder value.
Remuneration payments and payments for loss of office to Directors can only be made if they are consistent with the approved
Remuneration Policy or if an amendment to the Policy, authorising the Company to make the payment, has been approvedby shareholders.
The full policy can be viewed on our website in the Investor Centre section included in our 2022 Annual Report.
Decision-making process for determination, review and implementation of policy
The Committee reviews the Policy and its operation taking into account the UK Corporate Governance Code, institutional investor
and proxy agency views and market practice and regulatory developments. The Committee also takes into account views fromManagement and advisers who provide the Committee with updates on corporate governance developments, market practice andtechnical assistance. In addition, the Committee also carefully considers the remuneration arrangements, policies and practicesof the workforce and the cascade of remuneration throughout the business to ensure that Executive Director pay is considered in
the round.

The Remuneration Policy is set out in the table below, followed by supporting notes which, together, form the Policy.
Executive Directors
Element

Purpose and link to strategy

Operation

Maximum

Performance metrics

Base salarySufficient to attract, retain
and motivate high-calibre
individuals.

Reviewed annually with any
increases normally taking
effect from 1 December.

Increases will normallybe equivalent to theaverage salary increase for
employees, other than in
exceptional circumstances.

Not applicableBenefits

Market competitive
benefits package.

Including benefits
allowance, private medical
insurance, permanent
health insurance, life
assurance and housing
allowance (if relocated).

Cost of insured benefits
will vary in line withpremiums. Other benefits
will be at a level consideredappropriate in thecircumstances.

Not applicable

Other benefits may
be introduced toensure benefits overall
are competitive andappropriate for thecircumstances.

Where changes are being made to the remuneration policy or significant changes are proposed in the way we operate our policy,
major shareholders will be consulted, and their views taken into account.
To manage any potential conflicts of interest, no individual is involved in discussions regarding their own remuneration arrangements
and the Committee designs the Policy such that remuneration is fully aligned to, and supports, the strategy.

PensionTo provide a competitive
pension provision.

Individuals may either
participate in a pension
plan into which the Group
contributes or receive asalary supplement in lieu ofpension.

Executive Directors
are entitled to a Group
contribution to a pension
scheme or cash in lieu, of
5% of salary, aligned withthe current UK workforce
contribution.

Not applicable

Annual bonus

Incentivises high levelsof personal and teamperformance, focused on
the key business strategies
and financial/operational
measures which will
promote the long-term
success of the business.

Deferral into shares for one
third of any bonus earned,
which must be held for two
years.

Maximum bonus
opportunity is 120% of
annual salary.

Achievement of agreed
strategic and financial/
operational annual businesstargets, weighted in linewith business priorities. A
majority of the performance
conditions will be basedon financial metrics.
Sliding scales are used
for each metric whereverpracticable with up to
20% payable for achieving
threshold performance.
Normally 50% of the
maximum bonus is payablefor target performance forany financial metric.

Implementation of the Policy is considered annually for the year ahead in light of the strategy and market outlook and incentive
targets are appropriately stretching.
Factors considered in reviewing and operating the policy
The table below describes how the factors of Provision 40 listed in the UK Corporate Governance Code are addressed in the
Remuneration Policy and its application.
Clarity

The policy and its implementation is straightforward, in line with market norms and clearly disclosed in the Directors’
remuneration report. The Remuneration Committee Chair consults with shareholders to explain any changes that are
being made to the remuneration policy or where there is a significant change in operation of policy.

Simplicity

The policy is simple and clear and in line with market practice. The performance conditions chosen are aligned tothe business strategy and the operation of our policy shows a strong and clear link to performance.

Risk

The design of our remuneration policy ensures that excessive risk taking will not be rewarded by the balance of
incentive plans in favour of long-term performance and equity, significant shareholding requirements, discretion to
override formula-driven incentive payments, and malus and clawback provisions.
To avoid conflict of interest no individual is present when their remuneration is being reviewed.

Predictability

The incentive plans are subject to maximum caps, and the scenario charts illustrate the potential rewards receivable,
taking into consideration performance and share price growth, for the Executive Directors.

Proportionality

Overall, there is an appropriate balance between fixed and performance-based pay (weighted in favour of thelatter) and short and long-term incentives (also weighted in favour of the latter). Performance targets are stretching,delivering incrementally higher performance pay at higher performance levels. This delivers a market competitive
remuneration package which is strongly linked to both short and long-term performance.

Alignment to culture

116

SThree plc

The Remuneration Committee designs and operates the policy to support and drive behaviours in line with theCompany culture. The Committee actively considers the pay reward structures across the Group in this process toensure that a consistent approach to reward is adopted that is in line with our values.

Dividends or dividend
equivalent payments accrue
on deferred shares, payablenormally in shares.
Bonus may be subject toclawback or malus being
applied, if appropriate,in the event of financial
misstatement, error,
misconduct, reputational
damage or corporate
failure, which has led to an
over-payment.

Within the maximum limit,
the Committee may adjust
bonus outcomes, basedon the application of thebonus formula set at thestart of the relevant year, if
for instance it considers thequantum to be inconsistent
with the Group’s overall
performance during
the year.

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Remuneration policy continued

Strategic Report
Governance
Financial Statements

Element

Purpose and link to strategy

Operation

Maximum

Performance metrics

Element

Purpose and link to strategy

Operation

Maximum

Performance metrics

Long-Term
Incentive Plan
(LTIP)

Incentivises and rewards
Executives for the deliveryof longer-term strategic
objectives and to reward
substantial relative andabsolute increases inshareholder value.

LTIP awards may be
granted each year in theform of a conditional
award of shares or a nilcost option. LTIP awards
normally vest after
three years.

The maximum award is150% of annual salary innormal circumstances
but may be increased to175% of annual salary in
exceptional circumstances.

Targets are reviewed
annually ahead of eachgrant to ensure they arealigned to the businessstrategy and performanceoutlook. A majority of theperformance conditions
are based on Groupfinancial performance andshareholder value-based
outcomes. No more than
25% of an award may vest
for the threshold level of
performance.

Share ownership
requirements

Alignment of Executive
Directors’ interests withthose of investors.

Executive Directors are
expected to build andmaintain a shareholding
equivalent in value to noless than 200% of basesalary. Until this thresholdis achieved Executive
Directors are normallyrequired to retain no lessthan 50% of the net of tax
value from vested LTIP,
deferred bonus or othershare awards (after the
expiry of any relevant
holding period).

Not applicableNot applicable

Dividend equivalent
payments accrue on vested
LTIP awards, payablenormally in shares. Vested
LTIP awards must be held
for a further two years
before the shares may besold (other than to pay tax).

Within the maximum
limit, the Committee may
adjust vesting outcomes,
if it considers the quantum
to be inconsistent with
the Group’s overall
performance during theperformance period orfor other factors, at its
discretion.

LTIP awards may be subject
to clawback or malus being
applied, if appropriate,in the event of financial
misstatement, error,
misconduct, reputational
damage or corporate
failure, which has led to an
over-payment.
All-employee
share plans

Support and encourage
share ownership by
employees at all levels.

Individuals may participate
in share plans offered onan ‘all-employee’ basison the same terms asother colleagues. HMRC
approved SAYE and SIP
participation is available to
all UK employees, including
Executive Directors, onsimilar terms.
A global SIP is available toall employees, including
Executive Directors, onsimilar terms. For UK
participants this is an
HMRC tax-advantaged SIP.
Other plans may beintroduced from time
to time to ensure theall-employee shareplans offering remains
appropriate.

118

SThree plc

In line with statutory limits
or lower limits specified
by the Group from time
to time.

Not applicable

After ceasing employment
Executive Directors mustnormally retain a level ofshareholding for two years
equivalent to the lowerof 200% of salary or thelevel of shareholding on
ceasing employment with
the Group. Self-purchased
shares are excluded fromthis requirement.

Provisions under previous remuneration policies
For the avoidance of doubt, the Committee has authority to honour any payments due under the terms of the previous policy or
which have been disclosed to shareholders in previous remuneration reports. As part of this policy, awards or other arrangements
which were made in compliance with the policy in force at the relevant time, may be settled in accordance with their terms.
Operation of incentive plans
The Committee’s policy is to review performance measures for the incentive schemes annually, so that they continually align withstrategic objectives. The Committee considers that linking annual bonus and the vesting of LTIP awards to a combination of different
measures, capturing share price, financial results and non-financial performance, will ensure that incentive plans provide a reward
for rounded performance, while maintaining the alignment of Executive and shareholder interests. Targets for the incentive schemes
are reviewed annually and consideration is given as to whether these remain appropriate or need to be recalibrated. The specificperformance targets are set with the aim of setting stretching targets which incentivise and reward improved performance.
In designing incentive structures and approving incentive payments, the Committee pays due consideration to risk management andenvironmental, social and governance (ESG) issues.
The Committee may exercise discretion in assessing achievement against each stated target where it considers that it would befair and reasonable to do so. The Committee may also exercise broader discretion in relation to the terms of all incentive plans, forinstance (but not limited to) adjustments required for corporate restructuring and change of control.

Annual Report and Accounts 2023

119

Remuneration policy continued

Strategic Report
Governance
Financial Statements

Illustration of potential 2024 Executive Directors’ remuneration
The charts below show the remuneration potentially payable to Executive Directors under different performance scenarios.
Fixed Pay

£3,000k£2,509k£2,500k

LTIP
LTIP with 50% share price growth£2,062k£2,000k£1,500k£1,308k£1,835k43%£1,509k43%

34%£1,000k£500k

Annual Bonus

£554k

24%

100%

42%
Target

£960k
30%

34%

Base salary levels will be set in line with the policy taking account of their skills and experience and market data at comparable
companies. Benefits and pension will be in line with the policy. Additionally, there is flexibility to make payments to cover relocationand other related expenses.
Annual bonus opportunity will be in line with the policy and there is flexibility to set different performance conditions measurable
over a part-year for Executives in the first year of appointment.

43%

27%

LTIP award levels will be in line with the policy.

TargetMaximum

23%

27%

100%

Maximum

Below threshold

Chief Executive Officer

Remuneration policy for recruitment and promotion
The remuneration package for a new Executive Director would take into account the skills and experience of the individual, themarket rate for a candidate of that experience and the individual’s remuneration package in their previous role if consideredappropriate. The Committee will not pay more than necessary to facilitate the recruitment of an individual.

30%

£410k

£Below threshold

Consideration of shareholders’ views in determining the remuneration policy
The Committee actively consults with shareholders on executive remuneration policy changes. Feedback is taken on board andany proposals are adjusted, as appropriate, given the objective of ensuring that shareholders are supportive of the policy and its
implementation. In addition, the Group follows shareholder sentiment on executive pay and takes it into account in considering theapplication of policy in the years between the development of a new policy.

Chief Financial Officer

Assumptions for the charts above:
Fixed pay comprises base salary as at 1 December 2023, pension contribution of 5% salary and the value of benefits received in
2023. The on-target level of bonus is 50% of the maximum opportunity. The on-target level of the LTIP is taken to be 50% of the valueof a single year’s award.
The maximum level of bonus and LTIP is the maximum bonus and full vesting of the LTIP award at the 175% of base salary award
level. No share price appreciation has been assumed for deferred bonus awards and the value of all-employee share plans has been
excluded. The ‘maximum’ column includes an additional 50% value of the LTIP to illustrate 50% share price growth.
The CEO’s benefits have been converted from EUR to GBP.
Role of the Committee in overseeing broader employee pay and differences in remuneration policy for Executive
Directors compared to other employees
The Committee actively considers the pay structures across the wider Group when setting policy for Executive Directors to ensurethat a consistent approach to reward is adopted that is in line with our values. There is a particular focus in relation to any base salary
review.

For internal promotions, outstanding incentive payments may continue and vest on their original terms. For external recruits there
may be a need to buy out unvested incentive awards at a previous employer. The Committee confirms that any such buy-out
arrangements would only be used if necessary, would take a similar form to that surrendered (e.g. cash or shares and timeframe),would take account of performance conditions, vesting periods and quantum, and would be no greater than that which the individual
has forfeited on appointment.
Policy on Directors’ service contracts and payments for loss of office
The Executive Directors have rolling service contracts subject to a maximum of 12 months’ notice by the Group or Executive. For
the avoidance of doubt, an individual’s notice period will start on the date of the announcement of their departure. At the Group’s
discretion, on termination a payment may be made in lieu of notice equivalent to 12 months’ salary, which may be paid in monthly
instalments and offset against future earnings. For new hires the policy is to provide a 12-month notice period.
Service contracts are available for inspection by appointment at 75 King William Street, London EC4N 7BE.
Depending on the circumstances the Committee may consider payments in respect of statutory entitlements, outplacement support
and legal fees. Mitigation would be applied to reduce any payments associated with loss of office.
‘Good leavers’ (e.g. redundancy or retirement) as determined by the Committee may generally retain any earned bonus (pro-rata if
active employment ceases part way through the year and normally paid at the usual time) or share-based awards, with LTIP awards
scaled back on a pro-rata basis for the portion of the vesting period elapsed on cessation of active employment, subject to stillachieving any relevant performance criteria.

Overall, compared to most employees, the remuneration policy for Executive Directors is weighted more to long-term share-based
incentives and stringent deferral and shareholding requirements. This is to ensure that the relatively higher pay levels are justifiableinternally and externally to shareholders as a clear link between the long-term value created for shareholders and the remuneration
received by Executives.

Awards would vest at the normal time and any deferral or holding periods would continue to apply for the normal duration. Only in
exceptional circumstances would awards vest or shares be released early, such as serious ill-health.

Consideration of employment conditions elsewhere in the Group
When setting the Executive Directors’ remuneration policy, the Committee takes into account the pay and conditions of employees
more generally and, at least once a year, is given full details of the remuneration policy across the Group, with any changes
highlighted. As mentioned earlier, the Committee Chair also has responsibility to engage on employee pay.

Deferred bonus shares are beneficially owned, but must be held for a minimum of two years.

We have built upon the rolling programme of engagement with employees around reward, utilising a combination of in-person
and virtual meetings. Denise Collis, Committee Chair, personally engaged with many employees across several of our offices
around the world during which reward continues to be an area of discussion. In addition, Denise recently held an interactive andproductive session with a diverse group, drawn from across the business, to answer questions about our corporate governance andremuneration processes and how our reward policy cascades throughout the Company, accompanied by the Director of Reward.

‘Bad leavers’, such as a resignation, will lose any entitlement to participate in the current bonus scheme and any LTIP awards will
normally lapse on cessation of employment.

External appointments
Executive Directors are encouraged to undertake one external appointment, where they are able to combine this with their existingrole. This helps to broaden experience and capability, which can benefit the Group. Currently, no external appointments are held by
any Executive Directors.

The focus on the ‘fair pay’ agenda continued this year, discussing progress on specific initiatives. From 2024 we will be paying all
UK colleagues at or above the Real Living Wage Foundation’s recommended level, and we will for the first time be analysing our
ethnicity pay data in the UK and USA to examine whether there are any pay ‘gaps’ and if so set out action plans to address these.
More generally we are embracing the importance of ‘pay transparency’ across the business and implementing the necessary systems
before this is required for our European businesses.

120 SThree plc

Annual Report and Accounts 2023

121

Remuneration policy continued

Annual report on remuneration

Strategic Report
Governance
Financial Statements

Terms of appointment and remuneration policy for Non-Executive Directors (NEDs)
NEDs are appointed by letters of appointment providing for an initial three-year term, subject to satisfactory performance and reelection at each AGM, with an expectation that they would serve for at least six years, to provide a mix of independence, balanceand continuity of experience. In practice NEDs may be requested to serve up to nine years, subject to rigorous review. The dates of
appointment and current terms of the NEDs who served during the year are set out in the below table.

*

Non-Executive Director

Date of appointment

Expiry date of current term

James Bilefield

October 201730 September 2026

Denise Collis

July 2016

30 June 2025

Barrie Brien*

September 2017

10 September 2026

Elaine O’Donnell

October 2022

1 October 2025

Imogen Joss

December 2022

1 December 2025

Barrie Brien will stand down from the Board at the AGM in April 2024.

Annual Report on Remuneration
Section 1 – Total reward for 2023

1.1 Directors’ total remuneration for 2023
1.2 Annual bonus for 2023
1.3 LTIP awards vested by reference to performance over the three years to 2023
1.4 LTIP awards granted during the year
1.5 Performance conditions for the 2023-2025 LTIP award
1.6 Payments for loss of office
1.7 Payments to past Directors
1.1 Directors’ total remuneration for 2023 (audited)

Service contracts are available for inspection by appointment at 75 King William Street, London EC4N 7BE.
The policy for the remuneration of NEDs is summarised below:

Timo Lehne4
Andrew Beach

Purpose and link to strategy

Operation

Maximum

Performance metrics

Fees

Attracts, retains andmotivates high-calibre
NEDs to provide
experience, capability andgovernance in the interestof shareholders.

Fees are determined by the
Board as a whole and set
by reference to those fees
paid in similar companies,
related to allocatedresponsibilities and subject
to the aggregate Directors’
fee limits contained in
the Group’s Articles of
Association. Fees may
be payable in cash or inshares. Out of pocket
expenses including travel
may be reimbursed by
the Group in accordancewith the Group’s expenses
policy (and may settle any
tax incurred in relation
to these). NEDs are notentitled to compensationand no fee is payable inrespect of the unexpired
portion of the term of
appointment.

There is no maximum
individual fee limit. The
overall fee comprises abasic fee plus payment for
additional responsibilities
such as chairing
Committees and for interim
additional duties. NEDs
do not participate in theGroup’s incentive schemes.

Non-Executive Directors
are not eligible for any
performance-related
remuneration.
Obligation to perform
satisfactorily and attend
and contribute to meetings,
assessed via Board
effectiveness reviews.

252.8

363.7

907.6

500.8

18.1

25.0

543.9

110.9

2022

416.7

13.2

20.8

450.7

411.3

92.8

504.1

954.8

2023

365.2

19.1

18.3

402.6

58.9

211.7

270.6

673.2

2022

352.9

16.7

17.6

387.2

348.5

–

348.5

735.7

–

66.9

–

–

–

10.8

–

81.9

2023

66.9

–

–

66.9

10.8

–

–

10.8

Denise Collis

2023

81.9

–

–

81.9

2022

80.0

–

–

80.0

James Bilefield

2023

176.0

–

–

176.0

2022

170.0

–

–

170.0

Imogen Joss7

Total Annual
Compensation£’000

Pension2
£’000

2023

Barrie Brien6

Totalvariable pay£’000

Benefits1
£’000

2022

Elaine O’Donnell5

Element

Long Term
Incentive
Plan3
£’000

Salary andfees £’000

Director

The appointment may be terminated by either the Group or the NED giving three months’ notice. Upon termination or resignation,
NEDs are not entitled to compensation and, except for the three-months’ notice, no fee is payable in respect of any unexpired
portion of the three-year term of appointment.

Annual
bonus
£’000

Total
fixed pay
£’000

2023

56.9

–

–

56.9

2022

59.4

–

–

59.4

2023

56.9

–

–

56.9

–

–

–

80.0

–

176.0

–

–

–

170.0

–

56.9

–

–

–

59.4

–

56.9

1.

Benefits comprise: benefits allowance, medical cover and life/income protection insurance.

2.

Timo Lehne’s pension is paid into a pension scheme. Andy Beach’s pension is paid as cash in lieu.

3.

2023 LTIP awards relate to those granted in early 2021 and due to vest in February 2024 for Timo Lehne and July 2024 for Andrew Beach, based on performance assessed over2021 to 2023 and including dividend equivalents. The value has been calculated using a share price of 368p, being the average closing price over Q4 of the financial year. 2022
LTIP awards relate to those granted in early 2020 and vested in February 2023 for Timo Lehne, based on performance assessed over 2020 to 2022, also including the value of any
related dividends accrued during the vesting period on vested awards. The benefit included in the table last year as calculated using an average share price over the closing threemonths of the FY22 financial year of 372p. The actual share price on the date of vesting was 427p. The updated share price has been used for the LTIP values in the table above.

4.

Timo Lehne was appointed Interim CEO on 1 January 2022; base pay, benefits, pension and bonus are shown from this date. The total value of the 2020-2022 LTIP vesting is
included in the table.

5.

Elaine O’Donnell was appointed as a Non-Executive Director and Chair of the Audit and Risk Committee on 1 October 2022.

6.

Barrie Brien was appointed to the Board in 2017 and acted as interim Chair of the Audit Committee from April to October 2022.

7.

Imogen Joss was appointed as a Non-Executive Director on 1 December 2022.

Sourcing shares for share plans and minority interests
Shares used to settle vested share awards may include new issue shares, treasury, Employee Benefit Trust (EBT) shares or marketpurchased shares. The use of new issue or treasury shares is constrained by dilution limits which are reviewed by the Board annually.
In order to comply with investor guidelines, the Board has agreed that certain LTIP awards will be satisfied using market-purchased
shares via the EBT, if appropriate.

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Financial Statements

1.2 Annual bonus for 2023 (audited)

Performance of the CEO and CFO against their personal objectives for 2023 is detailed below:
ActualPerformance

Achievement%

Outcome(as a % of
maximum)

78.0

66.5

0.0%

0.0%

429.8

442.7

387.1

0.0%

0.0%

46

45

46.2

44.0%

2.20%

WeightingThreshold(20% payable)

Group adjusted operating profit £m

50%

69.0

75.4

Group net fees £m

15%

402.7

Days Sales Outstanding (DSO)1

5%

47

Group Financial objectives

70%

Bonus-maximum potential 120% of base salary

Target (50%
Maximum
payable) (100% payable)

2.20%

Employee engagement: Peakon-based
relative outcome (against external
comparators) requiring upper quartile toupper decile performance

5%

42.0

48.0

54.0

43.0

25.0%

1.25%

Customer engagement

5%

52.0

54.0

56.0

48.0

0.0%

0.0%

DE&I: Promotion of women in sales
leadership (number of promotions)2

5%

10.0

12.0

14.0

5.0

0.0%

0.0%

Strategic objectives

15%

1.25%
3.45%

Sub-total (% of maximum)
Personal objectives

15%

Total (% of maximum)

100%

1.

Individually determined, details are set out below

DSO actual is based on the FY23 average.

2.	The measure was based on the absolute number of women in senior sales roles by the year end, with targets set in relation to growth plans. From an overall total of senior promotions made in
FY23, 38% were women.

Overall achievement(out of maximum 100%)

Director

Personal objective

Assessment of performance by Committee

Timo Lehne

Market development

Sales organisational structures agreed
and implemented in DACH and USA withappropriate operating models in place to drive
productivity.

Ensuring the right operating model andproductivity for the DACH and USA Sales
organisations.
Define and implement coherent operational
global sales methodologies incl. Performance
Mgt., Enterprise customers etc.

Key Accounts strategy was defined, supported
by a Blueprint module.

Business Transformation

Milestones were delivered as per the roadmap
agreed at Transformation Steering Committee.

Delivering the agreed roadmap for Sales
Effectiveness deployment and ERP (US andmost of DACH).
Change Management readiness plan activatedacross SThree, driving positive sentimentaround the deployed/coming transformation.
Agreed off path for the appropriate CLM andMarketing technology build on top of ourtransformation.
People100%

A Global business performance process waslaunched based on the DACH region.

A Change Management plan was signed off by
the Executive Committee and Regional ChangeChampions trained on technology to gather
employee sentiment through quarterly surveys.
Plan was built, agreed and included in the
FY24 budget.

Further build and shape a truly high performing
and collaborating ExCo and ExCo+1 Team.

Leadership employee NPS score establishedand quantified, with Leadership NPS on an
upwards trajectory.

Evolve the People Function to become acohesive, top performing and locally wellintegrated team.

Goals, organisational design, operating model,roles and responsibilities and priorities havebeen agreed.

Successful definition and implementation of afit for purpose SThree culture.

Operating values were re-defined andrefreshed.
Culture definition and values integrated
into communication plan, which included
transformation rollout, business performance
approach, year-end review process andongoing property refresh plans.

Strategy & structure
Bedding in new SThree narrative amongst theorganisation.
Bedding in operational structure within the four
new regional clusters successfully.
TOM Phase II – successful definition andagreement of the new operations operating
model (incl. shift in roles and responsibilities).

124 SThree plc

Over 90% of employees are aware andrecognise SThree’s strategy and ambitions.
Helix reporting line model implemented andfully utilised for activities such as Objectives
setting and End of Year reviews.
Functional Directors aligned to their regional
clusters.
TOM Phase II defined and signed-off. Core
function roles and responsibilities defined inline with our Global Grading framework.

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Financial Statements

Director

Andrew Beach

Personal objective

Overall achievement(out of maximum 100%)

Assessment of performance by Committee

Deliver the finance transformation
Deploy Microsoft Dynamics 365 solution
for Finance in USA and Germany (integrated
platform, not full deployment) to be signed off
and received by Head of Finance Operations.
Step change investor relations capabilities
Recommend appropriate investor relations
team structure plan (internal resourcing andexternal support).

Integrated platforms signed off and received
by Head of Finance Operations in the USA.
Germany platform signed off and to be
deployed in early 2024.

66.7%

Strategic objectives for 20% of the award
MeasureTargetOperating profit conversion ratio

Financial operating profit conversion ratio of
between 14.2% and 21.0% in 2023

Investor relations team established withengagement plans in place for rollout in 2024.
Plans approved by the Board.

Complete Finance Business Partners (FBP)
to RFD gap analysis on all FBPs including
assessment vs job description and forwardlooking capability framework, in collaboration
with all regional FBPs and Managing Director’s.

Audit tender completed as per the agreed plan
and was approved by Audit Committee Chair.

*

Personal element% achievement(out of 15%)

Payment
under Sharedstrategic element£

13,222

1.25%

9,642

1.25%

% achievement(out of 70%)

Payment underfinancial element£

Timo Lehne

2.20%

Andrew Beach

2.20%% achievement(out of 15%)

Payment under
Personal element£

Total bonus
payable
£

7,513

15.0%

90,151

110,885

5,478

10.0%

43,82758,947

Strategic element relates to Employee engagement, Customer engagement and DE&I measures.

EPS Pay-out range

Pay-out range(threshold tomaximum)

Actualperformance

Vesting level

Vesting % of total
LTIP award

Between 24.9p and 38.9 per share

25%–100%

42.4p

100%

50%

Number ofshares lapsed

Total
£2

62,547

5,961

6,135

226,420

3,753

22,577

252,750

57,37752,385

4,992

5,139

247,519n/a

18,912

211,689

Face value ofaward1% of award
receivable atthreshold

Performance period

1.

Based on share price of 362p for Timo Lehne and 472.5p for Andrew Beach.

2.

Based on Q4 average share price for 2023 of 368p.

2021-2023 LTIP award –grant 150% of base salaryType

Date of grant

Number ofsharesTimo Lehne

Conditional
share awards

09 Mar 23

159,164£751,254

25%

1 December 2022 to 30 November 2025

Andrew Beach

Conditional
share awards

09 Mar 23

116,066£547,83225%

1 December 2022 to 30 November 2025

Based on the closing share price on day before grant date of 472p.

1.5 Performance conditions for the 2023-2025 LTIP award (audited)Awards vest on the third anniversary of grant, with a further two-year holding period on vested shares. Performance conditions are
based on EPS, TSR, operating profit conversion ratio, and an ESG metric, each applied independently, and there will be a straightline sliding scale between threshold and maximum.
LTIP Weighting

EPS

TSR

Strategic

ESG

2023-2025

50%

20%

20%

10% (5% for each measure)2023-2025

Between 55.8p (25%vesting) and 69.0p (100%vesting)

Between median (25%vesting) and UQ (100%vesting)

Adjusted operating profit
conversion ratio between
20.0% (25% vesting) and23.5% (100% vesting)

Measuring carbon
reduction across scope 1, 2
and 3 emissions.

Actualperformance

Vesting level

Vesting % of total
LTIP award

25%–100% 72nd percentile

91.6%

27.5%

Incremental progressagainst 2030 milestones.
1)	Scope 1 and 2 reduction:
Between threshold 35%(25% vesting) and 45%(100% vesting).

Total Shareholder Return (TSR) for 30% of the award:

TSR performance between the median (50th percentile and upper
quartile 75th percentile)

Number ofshares vested

Dividend
equivalent
additional
shares£

68,508

Earnings Per Share (EPS) for 50% of the award:

TSR – Rank of the Company compared to the peer group Pay-out range

Number ofshares granted

Dividend
Value ofequivalent vested shares
additional based on grantsharesprice £1

Value ofvested shares
attributable
to share pricegrowth2£

Timo Lehne, CEO

1.3 2021-2023 LTIP award vested by reference to performance over the three years to 2023 (audited)

Pay-out range(threshold tomaximum)

13.8%

Andrew Beach, CFO

1.

Strategic element*

69.1%

1.4 LTIP awards granted during 2023 (audited)Gap analysis completed with all appropriate
stakeholders and approved by the Audit
Committee Chair.

The table below sets out the annual bonus outcome for the Executive Directors. In determining the final outcome, the Committee did
not exercise any discretion. One third of the bonus payable will be paid in shares, which must be held for a period of two years.
Financial element

18.2%

91.3%

Executive Director

Complete all FY23 steps in the approved
tender approach plan.
Redefine Key Strategic Finance roles

Vesting % of total
LTIP award

Number of shares granted vs vested vs lapsed based on assessment versus targets for 2021-2023 LTIP award granted
in 2021 (audited)

Ongoing investor relationship engagement andstrategy plan for FY24 onwards.
Complete audit tender approach plan.

Vesting level

Total

Complete all FY23 steps in the approved
investor relations team structure plan.

Conduct professional audit tender process

Actualperformance2)	Scope 3 reduction:
Between threshold 20%(25% vesting) and 25%(100% vesting).
Weighted equally as 5% of
overall total.
Notes:For the 2023-25 LTIP grant the TSR peer group comprises of the following 15 companies - Robert Half International, Randstad, Adecco Group, Asgn, Manpower Group, Korn Ferry,
Hays, Page Group, Kforce, Amadeus Fire, Groupe Crit, Kelly Services ‘A’, Robert Walters, Brunel Intl., and Impellam Group. Previously the Group also included Staffline Group,
Empersaria Group and Gattaca, however, they all had a 12-month average market cap below £100m and are no longer considered a relevant peer for TSR comparison purposes.

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Financial Statements

1.6 Payments for Loss of Office (audited)
Mark Dorman, former CEO
Mark stepped down from the Board on 31 December 2021, and remained actively employed to 31 March 2022, during whichtime he assisted in a handover and smooth transition. He was then placed on garden leave for the remainder of his notice period.
The following arrangements apply to Mark’s remuneration from the date he stepped down from the Board until the end of his
employment period.

MetricWeighting

MeasureSubweighting

Personal objectives

15.0%

Personal objectives

15%

Total

100%

He continued to receive his salary, pension allowance, and other contractual benefits until 12 December 2022, subject to him nottaking up alternative employment (excluding a single NED role). From 1 December 2022 to 12 December 2022 this amounted to£14,667 in relation to base salary, £733 in relation to pension and £403 in relation to benefits.

2.4 Long-Term Incentive Plan awards
LTIP awards to be granted in early 2024 will be granted over shares worth 175% of salary. Awards will vest on the third anniversary ofgrant, with a further two-year holding period on vested shares. Performance conditions will be based on EPS, TSR, operating profit
conversion ratio, and an ESG metric, each applied independently, and there will be a straight-line sliding scale between thresholdand maximum.

1.7 Payments to Past Directors
No payments were made to past Directors in the year.

Delivery versus agreed objectives to produce value
or efficiency gains.

100%

These measures are considered to provide an effective link to the business KPIs and provide a strong long-term alignment of interest
between executives and shareholders. The introduction of the ESG measure focused on long-term scope 1, 2 and 3 carbon emissions
is linked to the science-based targets within our Board ESG strategy.

Section 2 – How we will apply our remuneration policy in 2024
2.1 Base salary
2.2 Benefits and pension
2.3 2024 annual bonus including financial, shared and personal measures
2.4 2024 Long-Term Incentive Plan awards
2.5 Non-Executive Directors (NEDs)

For comparison, LTIP targets are summarised in the following table, for awards made in 2022 and 2023:

2.1 Base salary
The table below illustrates the most recent base salary review (effective for 2024). The average budgeted salary increase for
employees is 2.0%.
Base salary
2023
£’000

Increase(from 1 Dec 2023)

Timo Lehne, CEO

500.8

2.0%

510.9

Andrew Beach, CFO

365.2

2.0%

372.5

Executive Director

Link to strategy/notes

Base salary
2024
£’000

LTIP Weighting

EPS

TSR

Strategic

ESG

2022-2024

50%

20%

20%

10% (3.3% for eachmeasure)2023-2025

50%

20%

20%

10% (5% for each measure)2024-2026

50%

20%

20%

10% (5% for each measure)2022-2024

Between 51.9p (25%vesting) and 63.0p (100%vesting)

Between median (25%vesting) and UQ (100%vesting)

Adjusted operating profit
conversion ratio between
19.0% (25% vesting) and
23.0% (100% vesting) ositively impacting
1. P
lives between 135,000(25% vesting) and
165,000 (100% vesting)
2. Increasing ourrenewables businessbetween 8.5% (25%vesting) and 9.5% (100%vesting)

2.2 Benefits and pension
There are no changes to benefits. The CEO and CFO receive a pension contribution of 5% of salary in line with the rate applying to
the majority of the UK workforce.

3. Carbon reduction(absolute reduction of
between threshold 20%(25% vesting) and 25%(100% vesting) from 2019baseline)

2.3 2024 annual bonus including financial, shared and personal measures
The maximum annual bonus remains capped at 120% of base salary. One third of bonus is deferred in shares for two years. The bonus
metrics and weightings for the 2024 annual bonus scheme are summarised in the table below. As the target ranges for each metricare considered to be commercially sensitive, they will be disclosed retrospectively in next year’s Directors’ remuneration report.
Weighting

MeasureSubweighting

Group financial targets

70%

Adjusted operating profit

50%

Operating profit is the key underlying measure of
profitability used within the business.

Group net fees

15%

Revenue less cost of sales. A broad indicator of
trading.

Days Sales Outstanding
(DSO)

5%

The number of days it takes us to receive payment
following issuance of an invoice and supports
effective working capital management.

Employee engagement:
Peakon-based relative
outcome (against external
comparators) requiring
median to upper decile
performance5%

To build on our Employee Engagement scorefrom 2023 and to maintain our excellent relative
performance.

Client penetration

5%

To evolve the profile of our client base towards agreater proportion of higher value clients.

DE&I: Improved
representation of women

5%

Building towards our ambition of 50%
representation of women in leadership roles.

These are consideredby the Committee to be
the three most relevant
financial KPIs for bonus
purposes.

Shared objectives

1282023-2025

MetricSThree plc

15.0%

Link to strategy/notes

Between 55.8p (25%vesting) and 69.0p (100%vesting)

Between median (25%vesting) and UQ (100%vesting)

Adjusted operating profit
conversion ratio between
20.0% (25% vesting) and23.5% (100% vesting)

Measuring carbon
reduction across scope 1, 2
and 3 emissions.
Incremental progressagainst 2030 milestones.

 cope 1 and 2 reduction:
1. S
Between threshold 35%(25% vesting) and 45%(100% vesting).
2. Scope 3 reduction:
Between threshold 20%(25% vesting) and 25%(100% vesting).
Weighted equally as 5% of
overall total.

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Financial Statements

Section 3 – Directors’ interests in shares and broader context for Directors’ pay

LTIP Weighting

EPS

TSR

Strategic

ESG

2024-2026

Between 50.0p (25%vesting) and 61.0p (100%vesting)

Between median (25%vesting) and UQ (100%vesting)

Adjusted operating profit
conversion ratio between
18.5% (25% vesting) and
22.0% (100% vesting)

Measuring carbon
reduction across scope 1, 2
and 3 emissions.
Incremental progressagainst 2030 milestones.

 cope 1 and 2 reduction:
1. S
Between threshold 40%(25% vesting) and 50%(100% vesting).
2. Scope 3 reduction:
Between threshold 20%(25% vesting) and 25%(100% vesting).

3.1 Outstanding share awards held by Directors under LTIP, and SAYE
3.2 Statement of Directors’ shareholdings
3.3 Total Shareholder Return (TSR) performance of SThree over the last ten-year period
3.4 Historical levels of CEO remuneration and incentive plan pay-outs
3.5 Year-on-year percentage change in CEO remuneration compared to employees
3.6 CEO pay ratio
3.7 Relative importance of spend on all employees’ pay compared to dividend payments

3.1 Outstanding share awards held by Directors under LTIP, and SAYE (audited)Awards outstanding (including those granted in the year), comprising LTIP, and SAYE (audited)
Executive Directors’ awards outstanding under the LTIP are set out in the table below. Awards are currently structured as conditional
awards of shares.

Executive Director

Weighted equally as 5% of
overall total.

Timo Lehne

Notes:For the 2023-25 LTIP grant the TSR peer group comprises of the following 15 companies - Robert Half International, Randstad, Adecco Group, Asgn, Manpower Group, Korn Ferry,
Hays, Page Group, Kforce, Amadeus Fire, Groupe Crit, Kelly Services ‘A’, Robert Walters, Brunel Intl., and Impellam Group. Previously the Group also included Staffline Group,
Empersaria Group and Gattaca, however, they all had a 12-month average market cap below £100m and are no longer considered a relevant peer for TSR comparison purposes.

Andrew Beach

For the 2024-26 LTIP grant, due to their impending sale, we have elected to remove Impellam Group from the TSR peer group.

2.5 Non-Executive Directors (NEDs)
The Committee and Board reviewed the fee levels during the year taking into consideration market benchmarks, the responsibilities
and time commitment required for the Chair and NED’s to fulfil their role.
This year it was agreed to increase the Chair and NED base fee in line with any increase to the Executive Director’s base salary. As
such the Chair and NED base fees were increased by 2.0% effective 1 December 2023.
The fees for the Chairman and NEDs are as follows:
2023 annual fee£’0002024 annual fee
£’000

Chair

176

179

NED base fee (x 4 in 2023 and 2024)1

57

58

Committee Chair (Audit and Remuneration)

10

10

SID

10

10

Role

Employee engagement NED
Total (Articles of Association limit is £500k per annum)
1.

Imogen Joss joined as a Non-Executive Director on 1 December 2022.

5

5

439

447

Type ofaward

Dates of LTIP
grant/award

Market priceat grant/
award

SharesoriginallyawardedFace value£

Vesting date

Remaining
unvested at
30/11/20231

LTIP

16/03/2021

362

68,508£247,998.96

16/03/2024

68,682

LTIP

23/02/2022

449

133,630£599,998.70

23/02/2025

133,630

LTIP

26/07/2022

395

18,945£74,832.75

26/07/2025

18,945LTIP

09/03/2023

472

159,164£751,254.00

09/03/2026

159,164

LTIP

19/07/2021

458

57,377£262,786.66

19/07/2024

57,524LTIP

23/02/2022

449

117,886£529,308.14

23/02/2025

117,886

LTIP

09/03/2023

472

116,066£547,832.00

09/03/2026

116,066

SAYE2

09/03/2022

380

4,740

£18,012.00

01/05/2025

4,740

1.

Rolled-up dividend shares are included in 2021 LTIP and they are adjusted for expected vesting based on performance.

2.

SAYE exercise price was 379.72p which was at a 20% discount to the market value at grant.

3.2 Statement of Directors’ shareholdings (audited)
Under the remuneration policy Executive Directors must build and maintain a level of shares equivalent to at least 200% of basesalary. Directors’ interests in the ordinary share capital of the Company as at the year end, are shown in the table below, including theinterests of connected persons and any changes since the start of the year. There have been no changes since the year end and no
Director had any other interest in the share capital of the Company or its subsidiaries, or exercised any option during the year, otherthan as disclosed.

Director

Ordinaryshares held at
1 December
2022

OrdinarysharesacquiredOrdinarysharesdisposed

Ordinaryshares held at
30 November
20232

Indirectinterest w/
perf con (i.e.
LTIP)3

Indirectinterest w/operf con(i.e. SIP)

Share Options(SAYE)

Shareholding
requirement(% of salary)

Shareholding(% of 2023
salary)1

Timo Lehne

121,706

65,417–

187,123

380,247

55

–

200%

151.0%

Andrew Beach

33,956

14,616–

48,572

291,329

709

4,740

200%

53.8%

James Bilefield

15,000––15,000

–

–

–

–

–

Elaine O’Donnell

–

–

–

–

–

–

–

–

–

Imogen Joss

–

–

–

–

–

–

–

–

–

Denise Collis

5,000

–

–

5,000

–

–

–

–

–

Barrie Brien

1,594

–

–

1,594

–

–

–

–

–

1.

The value has been calculated using a share price of 404p, being the share price on the last day of the financial year.

2.

Includes deferred bonus shares.

3.

By reference to original award numbers.

There have been no changes to the share interests of Directors between the end of FY23 and 29 January 2024, when this report was
signed off.

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Financial Statements

3.3 Total Shareholder Return (TSR) performance of SThree over the last ten-year period
The following graph shows the TSR of the Company, compared to the FTSE 350 Support Services and FTSE Small Cap indices.
These are considered the most illustrative comparators for investors as the Company is or has been a constituent in the past ofthese indices.

3.5 Year-on-year percentage change in Directors’ remuneration compared to employees
The table below shows the percentage change for each element of remuneration between FY23 and FY20 for Directors who served
during each year, compared with all Group employees.
FY23 vs FY22

250.00200.00150.00100.00

Salary/fees

Timo Lehne
Andrew Beach

Benefits

Salary/
fees

10.2%

16.2%

(75.3%)

3.5%

9.0%

James Bilefield

3.5%

Elaine O’Donnell

3.2%

Denise Collis

FY21 vs FY20

Benefits

Annualbonus

Salary/
fees

n/a

n/a

n/a

(76.8%)

n/a

n/a

–

–

13.3%

–

–

n/a

2.4%

–

–

13.5%

Barrie Brien(4.2%)

–

–

23.8%

Imogen Joss

n/a

–

–

–

–

(1.2%)(0.3%)(22.1%)

13.8%

20.4%

Average for all employees
50.00

FY22 vs FY21
Annualbonus

FY20 vs FY19

Benefits

Annualbonus

Salary/fees

Benefits

Annual
bonus

–

–

–

–

–

–

n/a

n/a

n/a

n/a

–

–

–

–

–

7.1%

–

–

(6.7%)

–

–

–

–

–

–

–

–

–

–

–

–

7.1%

–

–

(6.7%)

–

–

–

7.1%

–

–

(6.7%)

–

–

–

–

–

–

–

–

–

(15.5%)

8.8%(5.0%)

77.3%(1.5%)(5.7%)(3.0%)

Notes:
n/a: comparisons for the following executives cannot be provided if they joined or left in the year or were not on the Board in the prior year.

0.00

No employees other than Directors are in the listed parent company therefore we have chosen to use group employees.

2013

2014

2015

2016

2017

2018

2019

2020

2021

2022

2023 vs 2022: Timo Lehne’s 2022 remuneration has been annualised for the basis of the year-on-year comparison.

2023

Elaine O’Donnell’s 2022 remuneration has been annualised for the basis of the year-on-year comparison.
Imogen Joss joined as a Non-Executive Director on 1 December 2022. Barrie Brien received an additional fee for his role as interim Chair of the Audit Committee from April to
October 2022.

SThreeFTSE 350 Support Services

2022 vs 2021: Timo Lehne was appointed CEO in January 2022. Andrew Beach joined the Board on 15 July 2021. Alex Smith stepped down from the Board on 15 July 2021. Elaine
O’Donnell joined as Non-Executive Director and Chair of the Audit and Risk Committee on 1 October 2022.

FTSE Small Cap

3.4 Historical levels of CEO remuneration and incentive plan pay-outs
The table below shows historical levels of CEO total remuneration over a ten-year period, as well as annual bonus and LTIP
vesting percentages over the same period.
CEO total
remuneration£’000

Annual bonus(% of maximum)

LTIP awards
vesting(% of maximum)

907.6

18.5%

91.3%

3.6 CEO pay ratio
The Committee has decided to use Option B in the relevant regulations to calculate the Chief Executive Officer pay ratio, using
2023 gender pay gap information to identify the three UK employees as the best equivalents of P25, P50 and P75. The Total Pay
and Benefits for P25, P50 and P75 has been calculated based on full-time equivalent at 30 November 2023. This methodology was
selected as the Committee believes this provides a more accurate and consistent calculation based on the information available atthis time.

Year

CEO

2023

Timo Lehne

2022

Timo Lehne1

942.8

82.7%

50.8%

2022

Mark Dorman2

364.2

79.3%

50.8%

Financial year

Method2021

Mark Dorman

1,533.1

83.3%

34.4%

2023

The following table sets out the CEO pay ratio at the median, 25th and 75th percentile.
25th percentile
pay ratioMedian75th percentile
pay ratio

Option B

32:1

20:1

12:1

Option B

40:1

22:1

14:1

59.1

35.1

23.1

2020

Mark Dorman

500.2

00.0%

n /a3

2022

2019

Mark Dorman (appointed 18 March 2019)

629.1

55.7%

n /a4

2021

Option B

2019

Gary Elden (stepped down 18 March 2019)

832.1

53.2%

63.5%

2020

Option B

22.1

19.1

10.1

Option B

34.1

26.1

16.1

Option B

39.1

24.1

20.1

Employees’ salary(£)

Employees’ total
remuneration
(£)

2018

Gary Elden

1,064.0

73.4%

18.8%

2019

2017

Gary Elden

1,228.9

76.2%

41.0%

2018

2016

Gary Elden

1,058.5

56.4%

50.0%

The three employees used for the 2023 ratio are shown below:

2015

Gary Elden

1,284.9

92.8%

50.0%

2014

Gary Elden

852.2

54.6%

18.5%

1.

Timo Lehne was appointed as interim CEO on 1 January 2022 and permanent CEO from 28 April 2022.

2.

Mark Dorman stepped down from the CEO role on 31 December 2021.

Q 25 pay

24,40528,346

3.

Mark Dorman was not eligible to receive the 2018-2020 LTIP award for which the performance period ended in 2020; the LTIP vested at 19.3% of maximum for participants.

4.

Mark Dorman was not eligible to receive the 2017-2019 LTIP award for which the performance period ended in 2019; the LTIP vested at 71.8% of maximum for participants.

Q 50 pay

38,76445,255

Q 75 pay

66,11375,873

Ratios have varied each year primarily driven by varying CEO bonus awards and long-term incentive plan vesting.

132

SThree plc

Annual Report and Accounts 2023

133

Annual report on remuneration continued

Directors’ report

Strategic Report
Governance
Financial Statements

The Committee is satisfied the median pay ratio is consistent with the pay, reward and progression policies for the company’s
employees. Workforce pay and reward policies across the Group are actively considered by the Committee when determining the
Executive Director Remuneration Policy and its implementation each year to ensure that our approach to reward across the Group isaligned with our values.

The Directors present their Annual Report on the activitiesof the Company and the Group, together with the audited
Consolidated Financial Statements for the year ended
30 November 2023.

3.7 Relative importance of spend on all employees’ pay compared to dividend payments
The table below sets out the change to the total employee remuneration costs compared with the change in dividends for 2023
compared to 2022. All figures are taken from the relevant sections of the Annual Report.

The Board confirms that these, taken as a whole, are fair,balanced and understandable and that the narrative sectionsof the report are consistent with the financial statements andaccurately reflect the Group’s strategy, performance andfinancial position. Where reference is made to other sectionsof the Annual Report, these sections are incorporated into thisreport by reference. An overview of the principal risks anduncertainties faced by the Group is also provided in theStrategic Report on pages 2 to 85, along with the Company’s
Section 172 statement.

Item

Dividends
Remuneration paid to employees (incl. Directors)

2023

2022

Change£27.4m£14.7m87.0%£255.0m£266.0m-4.1%

Section 4 – Governance

4.1 The Committee and its advisors
4.2 Statements of voting at most recent AGMs
4.3 Approval
4.1 The Committee and its advisors
The Committee’s Terms of Reference (available at www.sthree.com) are reviewed periodically to align as closely as possible with
the UK Corporate Governance Code (the Code) and CGI best practice guidelines. During the year, the Committee comprised only
independent NEDs, being Denise Collis (Chair), James Bilefield, Barrie Brien, Imogen Joss and Elaine O’Donnell. The Committee
therefore meets Code requirements to comprise at least three independent NEDs.
The Chief Executive Officer, Chief Financial Officer and the most senior HR representative attend meetings by invitation, excluding
matters related to their own remuneration. The Committee met four times during the year for routine business, in addition tounscheduled meetings for specific items and no member of the Committee has any personal financial interest (other than as ashareholder) in the matters decided.
The Committee appointed Korn Ferry as its independent remuneration adviser in 2016, following a comprehensive review.
Fees paid to Korn Ferry for advice in relation to remuneration matters during the year were £44,591 (2022: £68,594.89) on a timespent basis, both excluding VAT. A representative from Korn Ferry attends each Remuneration Committee meeting and provides
input into the papers. Korn Ferry are members of the Remuneration Consultants Group (RCG) and comply with the RCG Codeof Conduct. Korn Ferry has no other relationship with the Company and the Committee is satisfied that their advice was and isobjective and independent.
4.2 Statements of voting at most recent AGMs
At the AGM held in April 2023, the following votes were cast in relation to the binding vote on the remuneration policy and theadvisory vote on the Directors’ Remuneration Report.
Resolution*

These sections, together with the Governance (pages 86-95),
Employee engagement (pages 96-99), Nomination Committee(pages 100-103), Audit & Risk Committee (pages 104-111)
and Directors’ remuneration reports (pages 112-134), provide
an overview of the Group, including on environmental andemployee matters, and give an indication of future developmentsin the Group’s business, providing a balanced assessment of theGroup’s position and prospects in accordance with the latest
reporting requirements. The Group’s subsidiary undertakings,
including branches outside the UK, are disclosed in note 25 to
the financial statements, found on page 191.
The forward-looking statements reflect knowledge andinformation available at the date of preparation of this Annual
Report and nothing in this Annual Report should be construed asa profit forecast.
The Directors confirm that they have carried out a robust
assessment of the principal and emerging risks facing theCompany and the Group, including those that would threaten
the business model, future performance, solvency and liquidity,
and explained how they are being managed or mitigated (seeanalysis of key risks, mitigation and impact on strategy within theStrategic Report). Information on the Company, including legal
form, domicile and registered office address is included in note 1
to the financial statements, on page 153.

For%

Against%Withheld

Directors’ remuneration policy*

91,519,780

96.35

3,469,671

3.65

20,939Business operations and performance

Directors’ remuneration report

92,029,557

96.88

2,960,719

3.12

4,646

Business model
The Strategic Report provides information relating to the Group’s
activities, its business model, governance, strategy, future
developments and the principal risks and uncertainties faced by
the business, including analysis using both financial and nonfinancial KPIs where necessary.

*

Votes withheld are not counted in the % shown above.

4.3 Approval
This report was approved by the Board of Directors on the date shown below and signed on its behalf by:Denise Collis
Chair of the Remuneration Committee

29 January 2024

Results and dividends
Results and other key financial information for the year ended
30 November 2023 are set out in the Financial Statements,
beginning on page 147.

Financial instruments
Information and policy in respect of financial instruments andfinancial risk management is set out in note 23 to the financial
statements, together with information on price, credit andliquidity risks, on pages 185-190.
Research and development
The only expenditure incurred in the area of research anddevelopment relates to software and system development,
which is shown in the notes to the financial statements.
Events occurring after the reporting period
There have been no significant events affecting the Group since
the end of the reporting period until the approval of this report.
Essential contractors and implications following achange of control or takeover
The Group has business relationships with a number of clientsand contractors but is not reliant on any single one. There areno significant agreements which the Company is party to thattake effect, alter or terminate upon a change of control of theCompany following a takeover offer, with the exception of
the Citibank and HSBC Revolving Credit Facility agreements.
The Company does not have agreements with any Director or
employee that would provide compensation for loss of office or
employment resulting from a takeover, except that in the eventof a takeover, provisions of the Group’s share plans and tracker
share arrangements may cause options, awards or tracker
shares to vest.
Directors and their interests
The Directors of the Company, including their biographies andBoard Committee composition, are shown within the Board of
Directors section of this Annual Report on pages 86-87.
All Directors served throughout the financial year.
In accordance with the UK Corporate Governance Code, allserving Directors will retire at the 2024 Annual General Meetingand submit themselves for re-election, except for Barrie Brien
who will retire from the Board. Rules on the appointment
and replacement of Directors are governed primarily by theCompany’s Articles, the UK Corporate Governance Code andthe Companies Act 2006.
Other than employment contracts, none of the Directors had
a material interest in any contract with the Company or its
subsidiary undertakings. Key terms of the Directors’ service
contracts and interests in shares and options are disclosed in
the Directors’ remuneration report on pages 112-134. Details of
the gender and ethnic diversity of the Board of Directors can befound on page 102.

The Group paid an interim dividend of 5.0 pence per share in
December 2023 (FY22: 5.0 pence). The Directors have also
recommended a final dividend of 11.6 pence per share to be paidin June 2024 (FY22: 11.0 pence) to shareholders on the register at
the close of business on 10 May 2024.

134 SThree plc

Annual Report and Accounts 2023

135

Directors’ report continued

Strategic Report
Governance
Financial Statements

Directors’ indemnities, and Directors’ andOfficers’ insurance
The Directors have the benefit of the indemnity provisions
contained in the Company’s Articles, and the Company has
maintained throughout the year Directors’ and Officers’ liability
insurance for the benefit of the Company, the Directors and its
officers. The Company has entered into qualifying third-party
indemnity arrangements for the benefit of all its Directors in
a form and scope which comply with the requirements of theCompanies Act 2006 and which were in force throughout theyear and remain in force.
Conflicts of interest
The Board also confirms that there are appropriate proceduresin place to ensure that its powers to authorise the Directors’
conflicts of interest are operated effectively. The Board
maintains a register of all potential conflicts, which include
external appointments, close family members and companies ofwhich a Director maintains a significant shareholding.

Shareholders and share capital
Share capital and share rights
SThree plc has a premium listing on the London Stock Exchange,
and trades under the STEM ticker. As at 30 November 2023, theissued share capital of the Company was 134,908,207 ordinary
shares of 1 pence each, which includes 35,767 shares held intreasury. Details of the share capital of the Company, together
with movements during the year are shown in the notes to thefinancial statements. The rights and obligations attached to theCompany’s ordinary shares are contained in the Articles. Sharesacquired by employees under a Company share scheme rank
equally with all other shares in issue.
Ordinary shares allow holders to receive dividends and to vote at
general meetings of the Company. They also have the right to areturn of capital on a winding-up.
There are no restrictions on the size of holding or the transfer ofshares, which are both governed by the general provisions of theCompany’s Articles and relevant legislation. Under the Articles,
the Directors have the power to suspend voting rights and theright to receive dividends in respect of ordinary shares, as wellas to refuse to register a transfer in circumstances where theholder of those shares fails to comply with a notice issued under
Section 793 of the Companies Act 2006. The Directors also havethe power to refuse to register any transfer of certificated sharesthat does not satisfy the conditions set out in the Articles.
The Company is not aware of any agreements between
shareholders that might result in the restriction of transfer ofvoting rights in relation to the shares held by such shareholders.

Authority to issue or make purchases of own shares
including as treasury shares and dilution
The Company is, until the date of the forthcoming AGM,
generally and unconditionally authorised to issue and buy backa proportion of its own ordinary shares.

In addition, the Companies Act 2006, s992 (13c) requires
disclosure of persons with significant direct or indirect holdingsof securities as at the year end. At the year end we were aware of
the following significant shareholdings.

The Company’s policy is to comply with investor guidelines on
dilution limits for its share plans by using a mixture of marketpurchased and new-issue shares.

Name of holder

Some 2,198,735 shares were purchased in the market during
the year at a cost of £10 million. Purchases may be made forcancellation, to be held as treasury shares, or for the Employee
Benefit Trust (EBT). The Company’s EBT has waived its rightto dividends on shares held in the Trust account. The Directors
will seek to renew the authority to purchase up to 10% of theCompany’s issued share capital at the next AGM.
Substantial shareholdings
As at the date of this report, the Group has been notified,under the Financial Conduct Authority’s (FCA) Disclosure andTransparency Rules (DTR 5), of the significant interests in theordinary share capital of the Company, shown below.
Name of holder

Number ofsharesPercentage
shareholding

Date of notification

Number ofsharesPercentage
shareholding

Nature ofholding

Kempen CapitalManagement

15,424,047

11.44%

Indirect

JP Morgan AssetManagement

8,377,662

6.21%

Indirect

JO Hambro CapitalManagement

8,164,164

6.05%

Indirect

Littlejohn & Co

6,855,180

5.08%

Indirect

BlackRock

6,594,071

4.89%

Indirect

Allianz Global Investors

6,577,726

4.88%

IndirectMontanaro AssetManagement

4,730,000

3.51%

Indirect

Harris Associates

4,556,028

3.38%

Indirect

GLG Partners

4,371,885

3.24%

IndirectAnnual General Meeting (AGM)
The AGM of the Company will be held on 25 April 2024, at 75
King William Street, London, EC4N 7BE. A separate Noticedetails all business to be transacted.

Kempen13,454,803

9.98% 10 November 2023

JO Hambro CapitalManagement

13,265,368

9.98%

1 July 2020

JP Morgan AssetManagement

9,725,746

7.23%

11 December 2022

Littlejohn & Co

6,739,588

5.01%

6 July 2023

Montanaro AssetManagement

Details of the disclosures to be made under Listing Rule 9.8.4R
are listed below.

4,141,001

3.08%

14 August 2023

Allianz Global
Investors

9.8.4R (4): Details of any long-term incentive schemes can befound in the Directors’ remuneration report, on pages 112-134.

6,709,372

4.99% 21 November 2022

GLG Partners

6,463,097

Lessthan 5%16 Feb 2023

The information provided above was correct at the date of
notification. However, since notification of any change is not
required until the next notifiable threshold is crossed, theseholdings are likely to have changed. Between 30 November
2023 and the date of this report, the Company has not been
notified of any changes. No Director held over 3% of theCompany’s share capital.

Governance, policies and stakeholders Information to bedisclosed under LR 9.8.4R

Aside from the above, the other required disclosures are
not applicable.
Related party transactions
Details of any related party transactions undertaken during theyear are shown in the notes to the financial statements.
Corporate and social responsibility, including diversity,
human rights and environmental matters
The Board pays due regard to environmental, health and safety,
and employment responsibilities and devotes appropriate
resources to monitoring compliance with, and improving,standards. The Chief Executive Officer has responsibility forthese areas at Board level, ensuring that the Group’s policies areupheld and providing the necessary resources.
Further information on the Group’s diversity, human rights andanti-bribery and corruption policies, plus detail on environmental
matters, including carbon emissions data, is contained in the‘Strategic progress’ and ‘Responsible business’ sections of thisAnnual Report, whilst information on employee share plans andshare ownership is contained in the Directors’ remuneration
report and the notes to the financial statements.
Section 172 and stakeholder engagement
Information about our stakeholders, including employees,
suppliers and customers, and how the Board has engaged
and considered their views in regard to principal decisions

136 SThree plc

can be found in the Corporate Governance Report and within
the Stakeholder engagement section on pages 46 to 51 andEmployee engagement section on pages 96-99.
Health and safety
The Group is committed to providing for the health, safety andwelfare of all current and potential employees. Every effort ismade to ensure that all health and safety legislation, regulations
or similar codes of practice, are complied with.
Equal opportunities
The Group is also committed to providing equal opportunities
and employees are encouraged to train and develop theircareers. Group policy is to offer the opportunity to benefit fromfair employment, without regard to gender, sexual orientation,
marital status, race, religion or belief, age or disability, and fulland fair consideration is given to the employment of disabled
persons for all suitable jobs.
In the event of any employee becoming disabled, every effort ismade to ensure that employment continues within the existingor a similar role, and it is the Group’s policy to support disabled
employees in all aspects of their training, development andpromotion where it benefits both the employee and the Group.
Greenhouse gas emissions
The Board is conscious of the role that the business plays inbuilding a greener future and its impact on the environment
and is committed to our ambitious environmental goals. Detailsof the business’s carbon emissions can be found in the ‘Our
commitment to being a responsible business’ section on
pages 52 to 75.
Political donations
No donations for political purposes of any kind were madeduring the year (FY22: £nil).
Modern Slavery Act 2015: slavery and human trafficking
statement
The Board of Directors has approved and published on its
website its Modern Slavery Statement. This statement is madepursuant to Section 54(1) of the Modern Slavery Act 2015 andconstitutes our slavery and human trafficking statement for2023. The Company’s Modern Slavery Act statement can befound on our website, www.sthree.com.
Championing human rights
Our Equal Opportunities Policy sets out clear expectations of
how to conduct business in an ethical and transparent way,without compromising integrity and professionalism, andrespecting the rights and dignity of all people.
Our focus is on ethical recruitment and working conditions at oursites, security, and community health and livelihoods.
Given that we also expect our business partners to respect theseworkplace values, our Code of Conduct promotes:•

ethical handling of actual or apparent conflicts of interest;•

compliance with applicable governmental laws, rules andregulations;•complete, accurate, fair and balanced disclosure in reporting;and•prompt internal reporting of violations.
Annual Report and Accounts 2023

137

Directors’ report continued

Furthermore, ensuring candidates are placed within a fair andethical workplace is a fundamental pillar in the recruitment
process. We have a responsibility to all candidates we place
to ensure that they are not subjected to bribery, corruption,
exploitation, forced labour or modern slavery at the companies
they join. Implementation of this is ensured through extensive
training and the continuous education of our people. Employees,
contractors or other third parties are required to immediately
report any instances of unethical behaviour or suspicion of
malpractice to a line manager or a member of the Group HR
Team. Any breaches in human rights are reported to our Chief
People Officer and where required to relevant authorities.
Independent auditors
As described in the Audit & Risk Committee report, during theyear under review we undertook a competitive tender for our
external audit. PwC did not tender due to the length of theirtenure. A resolution to elect Ernst & Young LLP as the Company’s
auditors will be put to the forthcoming AGM.
Audit fees and non-audit services in respect of PwC’s 2023
audit are disclosed in the Audit & Risk Committee report,
on pages 104-111.
Statement of Directors’ responsibilities in respect offinancial statements
The Directors are responsible for preparing the Annual Reportand Accounts 2023 and the financial statements in accordancewith applicable law and regulation.
Company law requires the Directors to prepare financial
statements for each financial year. Under that law the Directors
have prepared the Group financial statements in accordancewith UK-adopted international accounting standards and thecompany financial statements in accordance with United
Kingdom Generally Accepted Accounting Practice (United
Kingdom Accounting Standards, comprising FRS 101 Reduced
Disclosure Framework (FRS 101), and applicable law).
Under company law, Directors must not approve the financial
statements unless they are satisfied that they give a true and fairview of the state of affairs of the Group and Company and of
the profit or loss of the Group for that period. In preparing thefinancial statements, the Directors are required to:138•

select suitable accounting policies and then apply
them consistently;•

state whether applicable UK-adopted international
accounting standards have been followed for the Groupfinancial statements and United Kingdom AccountingStandards, comprising FRS 101 have been followed
for the Company financial statements, subject to any
material departures disclosed and explained in thefinancial statements;

The Directors are responsible for safeguarding the assets of
the Group and Company and hence for taking reasonable
steps for the prevention and detection of fraud and otherirregularities. The Directors are also responsible for keeping
adequate accounting records that are sufficient to show andexplain the Group’s and Company’s transactions and disclosewith reasonable accuracy at any time the financial position of
the Group and Company and enable them to ensure that thefinancial statements and the Directors’ remuneration reportcomply with the Companies Act 2006.
The Directors are responsible for the maintenance and integrityof the Company’s website. Legislation in the United Kingdom
governing the preparation and dissemination of financial
statements may differ from legislation in other jurisdictions.
Directors’ confirmations
The Directors consider that the Annual Report and Accounts
2023, taken as a whole, is fair, balanced and understandable andprovides the information necessary for shareholders to assess
the Group’s and Company’s position and performance, businessmodel and strategy.
Each of the Directors, whose names and functions are listed inthe ‘Our Board’ section of this Annual Report, confirm that, to thebest of their knowledge:•

the Group financial statements, which have been preparedin accordance with UK-adopted international accounting
standards, give a true and fair view of the assets, liabilities
and financial position and profit of the Group;•

the Company financial statements, which have been
prepared in accordance with United Kingdom AccountingStandards, comprising FRS 101, give a true and fair view of
the assets, liabilities and financial position of the Company;
and•the Directors’ report, together with the Strategic Report,
Chair and other Officers’ sections of this Annual Report,
includes a fair review of the development and performanceof the business and the position of the Group and Company,
together with a description of the principal risks anduncertainties that it faces.

In the case of each Director in office at the date the Directors’
report is approved:•

so far as the Director is aware, there is no relevant audit
information of which the Group’s and Company’s auditors
are unaware; and•they have taken all the steps that they ought to have taken asa Director in order to make themselves aware of any relevant
audit information and to establish that the Group’s andCompany’s auditors are aware of that information.

•

make judgements and accounting estimates that arereasonable and prudent; andKate Danson
Company Secretary•

prepare the financial statements on the going concern
basis unless it is inappropriate to presume that the Groupand Company will continue in business.

For and on behalf of SThree plc

SThree plc

29 January 2024