Back Walker Guidelines UK Tax Strategy Introduction This UK Tax Strategy sets out the approach of the Williams Lea Tag Group (the WLT Group) to risk management and governance arrangements in relation to UK taxation. It applies to all UK entities in the WLT Group within the charge to UK Corporation Tax and covers the attitude towards tax compliance, tax governance, tax planning and tax risk management as well as the approach to dealing with the UK tax authorities (HMRC). The publication of this UK Tax Strategy complies with the requirements of the Finance Act 2016 Schedule 19 paragraphs 19(2) and 19(4) for the financial year ending 31 December 2020 and remains in force from the date of publication until it is superseded. Approach to Tax Risk Management and Tax Governance As a multinational organisation, the WLT Group is exposed to a variety of tax risks. The WLT Group looks to manage tax risks in a similar way to other risks in the WLT Group. The Finance function is responsible for monitoring tax risks within the business and internal controls are put in place to identify, quantify and manage those risks. Day to day management of the WLT Group’s tax affairs is delegated to the Group Head of Tax, a senior member of the Finance function who reports directly into the Group Chief Financial Officer (“GCFO”). The GCFO is the Board member with executive responsibility for tax matters. Ultimate responsibility for tax risk management and tax governance rests with the WLT Group Board. The WLT Group is committed to full compliance with all statutory tax requirements and full disclosure to relevant tax authorities. The WLT Group’s tax affairs are managed in a way which takes into account the group’s wider corporate reputation in line with the group’s overall high standards of governance. Attitude Towards Tax Planning The WLT Group understands its responsibilities in complying with all relevant tax legislation and regulations in every country in which it operates. The WLT Group reserves the right to structure its affairs in a tax efficient manner and to utilise tax reliefs and incentives in accordance with intended government policy objectives. The WLT Group does not enter into wholly artificial structures or transactions which serve no commercial purpose other than to avoid tax. All WLT Group employees are subject to the Code of Conduct provided to them when joining the business and this is available on the employee intranet. External advice may be sought in relation to any area of taxation, including tax compliance processes, tax structuring and tax planning. Level of Acceptable Tax Risk There are no formal levels of acceptable tax risk. Tax risks are managed on the same basis as other risks within the business. The WLT Group is fully committed to complying with all tax laws and regulations in each of the countries in which it operates. Approach towards Dealings with HMRC The WLT Group seeks to establish and maintain an open and constructive relationship with HMRC. The WLT Group is committed to compliance with all statutory obligations and undertakes to provide full disclosure of all relevant matters. Where appropriate, the WLT Group will engage with HMRC at an early stage to address any areas of uncertainty and seek to resolve disputed matters in a timely manner. The Walker Guidelines The private equity industry faced significant reputational challenges in the UK in 2007 and 2008, and as a result, the British Private Equity and Venture Capital Association commissioned Sir David Walker to conduct a review into disclosure and transparency within the industry. This review led to the development of the Walker Guidelines, which apply to the largest private equity-backed companies in the UK and operate on a ‘comply or explain’ basis. The Walker Guidelines are the cornerstone of activities to demonstrate the UK private equity industry’s commitment to transparency of its activities. Williams Lea Tag group intends to comply with these guidelines, with the exception of the non-financial KPIs as explained later in this report. Ownership AI Wertheimer Holdings Limited was incorporated on 20 October 2017 and acquired the Williams Lea Tag Group of companies from Deutsche Post DHL on 30 November 2017. The Group is owned by funds containing institutional investors and controlled by Advent International Corporation. About Advent International Founded in 1984, Advent International is one of the largest and most experienced global private equity firms. With 14 offices on four continents, Advent has established a globally integrated team of more than 190 investment professionals, focused on buyouts and growth equity investments in five core sectors. Since beginning its private equity strategy in 1989, Advent has invested $44 billion in 345 private equity investments across 41 countries, and as of June 30, 2019, manages $54 billion in assets. For more than 30 years Advent International has sought to invest in well-positioned companies and partner with management teams to create value through sustained revenue and earnings growth. The board that directs and controls the group operates at the level of a subsidiary company, Wertheimer UK Ltd. Directors of Wertheimer UK Limited The directors who hold office were as follows: Appointed James Brocklebank 29 November 2017 Chris Benson 22 March 2018 Messrs Brocklebank and Benson are representatives of Advent International and the investment funds managed by Advent. Short biographies for the current Board members (including Advent directors) are shown below: Ralph Kugler (Chairman Williams Lea Tag) Ralph has over 25 years of experience in senior executive positions within international and FTSE-100 businesses. He previously served on the Board of Unilever PLC, spending 29 years in a variety of roles and has also held Non-Executive positions at Intercontinental Hotels Group PLC and Mars, and is a former Senior Advisor to 3i Group. David Kassler (Group CEO Williams Lea Tag) David Kassler is Group CEO of Williams Lea Tag, the leading marketing and communications partner for global brands worldwide. David is an experienced executive with a 28 year track record of leading transformations in the Consumer, Media and Creative Industries. After spending 6 years as an Operating Partner in private equity with Terra Firma where (amongst other roles) he was Chairman of leading German retailer Tank & Rast, David has spent the last decade as CEO of private equity-backed businesses including the global music label EMI Music and Film and TV content platform Deluxe Entertainment. Earlier in his career David was a Marketing Director in the Czech beer industry, and a Strategy Consultant with OC&C. He is also a co-founder of the synchronised mobile video platform DeviceMesh where he is a non-executive director. David is a dual British/American citizen who lives in the UK. Gary McGaghey (Chief Financial Officer Williams Lea Tag) (appointed 1 July 2020) Gary has a wealth of experience from various industries as a CFO with a track record of building world class finance teams, delivering organic and M&A driven growth and value in private equity. Prior to joining WLT as the Interim Group Controller, Gary was Group CFO at Nelson & Co Ltd. Prior to that he held various executive financial roles within Unilever. James Brocklebank (Managing Partner at Advent International plc – London) Experience: James Brocklebank joined Advent in 1997. Based in London, he is responsible for the European business and financial services sector team. Prior to Advent, James worked on international mergers and acquisitions in the London office of investment bank Baring Brothers and its affiliate Dillon, Read & Co. in New York. James has an MA in Geography from Cambridge University. Investments: James has worked on 16 Advent investments, including Concardis GmbH, Equiniti, GFKL, Nets, Nexi, V. Group, Williams Lea Tag and Worldpay. Directorships: Current: Nexi, Nets Holding, V.Group Limited, Williams Lea Tag Previous: Equiniti, MACH, Tertio Telecoms, Worldpay Chris Benson (Director at Advent International plc – London) Experience: Chris Benson joined Advent in 2012. Previously, he worked for Actis, an emerging market private equity fund, making investments across Africa, Asia and Latin America. Prior to Actis, he was a consultant with OC&C Strategy Consultants in London. Chris has an MA in Philosophy, Politics and Economics from Oxford University and an MBA from Harvard Business School, where he was a Fulbright Scholar. Investments: Chris has worked on Advent’s investments in Nexi, Towergate, V.Group, Worldpay and Williams Lea Tag. Directorships: Current: Williams Lea Tag. Financial position Borrowings The Group’s borrowings were put in place at the time of the acquisition of the William Lea Tag Group of companies from Deutsche Post DHL on 30 November 2017. Senior facilities The Group’s financing facilities with a syndicate of lenders comprise a senior loan of €120m and a revolving credit facility of €30m, which are secured by a charge over all of the Group’s subsidiaries. Interest is charged at a rate of EURIBOR (subject to a 1% floor when EURIBOR is less than zero) plus a margin of 5% and 3% on the senior loans and revolving credit facility, respectively. Interest on the senior loans is payable on a quarterly basis. All of the senior bank loans are repayable on 30 November 2022. Drawdowns of the revolving facility during the year ended 31 December 2019 which remained outstanding at year end totalled €25.9m (2018: nil). The senior facilities agreement includes one financial covenant, a leverage ratio, which is tested on a quarterly basis. The covenant requires that the Group’s net debt does not exceed 3.25 times its adjusted consolidated EBITDA. At all testing periods during the year, the covenant tests were met. At year ended the Group’s leverage ratio was 1.77. Hedging Instruments The Group has entered into forward foreign currency contracts to mitigate the exchange rate risk for certain foreign currency payables incorporating an interest rate swap to hedge the Group’s exposure to interest rate movements on the Senior bank loans. Payments in kind loan The PIK loan of €110m was provided by Deutsche Post DHL on 30 November 2017. No repayments of the PIK loan during 2019. This loan is secured by a charge over all of the Group’s subsidiaries and interest is charged at a rate of EURIBOR (subject to a 0% floor when EURIBOR is less than zero) plus a scaled margin starting at 6.25% in year one and rising to 9.5% in year six. The PIK loan is repayable on 31 May 2023. Interest is capitalized and will be settled on the date of final repayment. Financial risk The Board of Directors has overall responsibility for the establishment and oversight of the Group’s risk management framework. The Group’s activities expose it to a variety of financial risks including inflation risk, credit risk, contract risk, market risk and liquidity risk. Inflation risk Inflation arises when goods and services sold by the Group are purchased from external suppliers. These costs are subject to regular review and competitive procurement processes. The Group is partially exposed to commodity price risk as a result of key raw materials historically showing volatility in price. These relate principally to the strategic sourcing service line and are also subject to regular review and competitive procurement processes. Where possible the Group passes the effects of such volatility on to its customers. Where not possible, this is communicated and the risk assessed by senior management. Credit risk Credit risk is the risk of financial loss to the Group if a customer fails to meet its contractual obligations. Credit risk management follows normal best practice and includes varying levels of credit assessment according to customer size and active credit performance management through key performance indicators such as days’ sales outstanding. Contract risk Contract risk is the risk of financial loss to the Group arising from contract breach. Contract risk is managed by a formal contract approval processes, active operational management and, to in some cases, certain risks are insured. Market risk Market risk is the risk that changes in foreign exchange rates and interest rates will affect the Group’s income or costs. Foreign currency risk is attributable to investments, financing measures and operating activities. Cross-currency swaps are used to limit foreign currency risk. These transactions relate to the exchange rate hedging of all payments covering general business activities that are not made in the functional currency of the respective Group companies. The principle of matching currencies applies to the Group’s financing activities. Hedging transactions performed in 2018 as part of foreign currency risk management related primarily to sterling, the US dollar and the Euro. Interest rate risk results from changes in market interest rates, primarily for medium- and long-term debt. Interest rate swaps, cross-currency swaps and other types of interest rate contracts are entered into to hedge against this risk primarily under fair value or cash flow hedges and depending on market conditions. Liquidity risk Liquidity risk is the risk that the Group will encounter difficulty in meeting obligations associated with financial liabilities. The Group aims to mitigate liquidity risk by managing cash generation by its operations and maintains fund on demand to meet all operational expense including the servicing of financial obligations. Principal activities The Williams Lea Tag Group is a leading independent marketing and communications partner to businesses worldwide, enabling customers to activate their marketing strategies and optimise their communications. The Group comprises two distinct businesses: Tag, leading independent marketing activation partner, and Williams Lea, leading global provider in skilled, business-critical support services to law firms, investment banks, and professional service firms. As a leading independent marketing execution partner, the Group is trusted by global brands worldwide to turn creative ideas into reality, working with clients to provide an end-to-end marketing execution service, powered by the latest innovations, advanced data analytics and deep digital expertise. As the first creative production company to provide full transparency of production spend, they are leaders in outsourced procurement with a range of flexible and cost-efficient models to deliver solutions across any channel anywhere in the world. As a leading independent communications optimisation partner to legal and financial services firms worldwide, the Group enables customers to focus on their core activities and optimise people and resources to drive success. Using global expertise and local knowledge, the Group helps customers navigate complexity and constant change by building solutions focused on process optimisation, advanced technology and expert activation via the best people in the industry. Principal risks and uncertainties The Group assesses risk at board level and through other operational boards which meet on a regular basis. The principal risks and uncertainties facing the Group are set out below: General business environment The business of the Group substantially depends on the financial health of our customers which in turn depends on the global macro-economic environment. Competition The Group operates in a competitive environment and all contracts and processes are subject to regular analysis with the aim of retaining existing customers, growing the customer base and optimising the economic performance under customer contracts. Employees The hard work, expertise and commitment of its employees are essential to the commercial success of the Group and a high priority is placed on the effectiveness of employment practices and human resource development initiatives. Actions and programmes in relation to employee engagement and involvement are described in the Directors’ report. Information technology and cyber risks Information technology is an integral part of the Group’s service capability and its business performance depends heavily on the functioning and performance of its applications and infrastructure. Active risk management processes are in place to maximise the efficiency of the Group’s technology. The directors continuously monitor data security compliance and risk. Key performance indicators – financial The key performance measures of the business are set out in the table below: Key performance indicators Year ended 31 December 2019 Year ended 31 December 2018 Revenues € 1,101.2m € 1,038.4m EBITDA before exceptional costs € 43.9m € 48.2m Operating cash flow € 30.4m € 41.2m Operating cash flow before exceptional items € 14.5m € 9.8m Key performance indicators – non-financial Given the significant changes in the Group structure during the year and the implementation of new reporting systems, a full data set is not yet available to externally report performance against all of our KPIs. A number of these measures are already being reported on internally and as the business structure matures and our internal systems evolve, a greater range of Group financial and non-financial KPIs will be presented. In the future, the Group expects to report non-financial KPIs such as FTE numbers, FTE utilisation rate, FTE attrition, diversity and inclusion index and number of customers. Business situation and strategy The Group operates in an industry where there is a continued move to disaggregate individual services provided by the large integrated marketing agency players, and there is strong growth in marketing services demand, both in creative production and strategic sourcing. With the continued move to outsourcing of services, communications services continue to see modest growth. The Group believes that as a strong independent player, a focus on delivering value and efficiency to clients will allow us to grow over the coming years. The key strategies to deliver this growth are as follows: Investment in broader digital capabilities and drive efficiencies in creative production. Investment in next generation technology platforms to enhance client experience and value. Drive for incremental growth in existing business through greater sales focus and customer care. Drive cost efficiencies in back office and support functions. Business model The Williams Lea Tag Group is a global provider of marketing production and skilled business-critical support services worldwide. The Group comprises two strategic business units, Williams Lea and Tag. The Group aims to create value for our clients by working smarter with fewer resources, enhancing efficiencies, improving their customers’ experience and strengthening their brand reputation. Our clients and their customers have always been at the heart of everything we do. Our long-term partnerships, great relationships, exceptional employees and leading technology have been the driving force behind our success. Williams Lea Williams Lea is the global provider of skilled business-critical support services to financial, legal and professional services firms. We connect people, processes and technology to manage documents and streamline key operational functions. From our humble beginnings as a financial printer in London, to our position today as a global outsourcing leader, our business is built on a strong heritage, great relationships and a talented team. Our worldwide employees work onsite at clients and onshore/offshore at Williams Lea operations providing unrivalled support and helping clients transform their support operations. Tag Tag is one of the leading independent global creative production and strategic sourcing partners to brands and agencies. We transform marketing execution to help marketers produce high volume marketing content at scale with global and regional reach and delivery. We amplify creative assets and ignite creative ideas across all media and channels. Our solutions help marketers optimise efficiencies, ensure brand guardianship and drive profitability and growth. Tag has an unrivalled global presence and an adaptive range of service models – in-house, nearshore and offshore optimised for each client. Outlook Williams Lea Within the skilled business critical support market, both legal and investment banking clients are targeting reductions in real estate and employment costs which is again a very positive development for the Group. Clients are looking for digital workflow technology to improve their internal processes. A number of specialist competitors in both legal and investment banking are emerging at the higher end of the market. However, Williams Lea has few competitors that can compete effectively with the Group because of its equivalent geographic scale and breadth of services. Regulations affecting the Group include General Data Protection Regulation (“GDPR”) and Cyber Security. GDPR favours scale providers with the technology and process compliance capabilities of the Group. Cyber protection is becoming increasingly important and the Group is responding to this with a significant investment in people and technology. Tag Within the creative production and sourcing market, the Directors see growth in in-housing and a swing towards a mixed model, which is a very positive backdrop for the Group. The Group is able to offer customers, who are seeking end to end services across channels, a service which reduces cost and improves brand consistency, whilst maintaining a highly responsive and flexible operating model that also has a global reach. Customers have been caught out by digital disruption, have been struggling to provide end-to end services and are hindered by a lack of transparency. A number of smaller start-ups are also harnessing the in-housing trend and are a potential long-term threat but due to the diverse offering of Tag have so far had little or no impact. Employees The Group believes that the wellbeing of its employees and their active participation in two-way communication forums is fundamental to the success of the business. Regular meetings, conference calls and webcasts are held where Company strategy and operational matters are discussed. Training is provided according to structured training and development plans for employees at all levels. Employee engagement surveys are conducted annually and the most recent one had a higher participation rate than in recent years. The results of the survey are built into communication and consultation plans for each employee or, where more relevant, Group of employees. Full consideration is given to all applications for employment and to treat all staff fairly, regardless of gender, religion, race, age or disability. Where existing employees become disabled, it is the Company’s policy, where practicable, to provide continuing employment under normal terms and conditions and to provide training and career development and promotion opportunities to disabled employees. Senior employees participate directly in the success of the business through the Group’s bonus schemes. Gender diversity information The Group is committed to providing equal opportunities in employment and eliminating unlawful and unfair discrimination in employment and against clients. The Group values the differences that a diverse workforce brings to the organisation and will not discriminate because of age, disability, gender reassignment, marriage and civil partnership, pregnancy and maternity, race (which includes colour, nationality and ethnic or national origins), religion or belief, sex or sexual orientation (each of these being a “protected characteristic” in discrimination law). It will not discriminate because of any other irrelevant factor and will build a culture that values openness, fairness and transparency. The gender split of the Group’s work force at the end of December 2018 is set out below: Male Female Total Board 2 – 2 Senior management 8 3 11 Total workforce 5,293 3,962 9,291 In accordance with the Equality Act 2010 (Gender Pay Gap Information) Regulations 2017, the Company published our Gender Pay Gap Analysis which can be viewed on the Company website https://www.wlt.com/gender-pay-gap-analysis Environmental matters The Group recognises that environmental issues are a fundamental challenge for the global community. We recognise that we have a responsibility to manage our environmental impacts that arise through our operations and supply chain activity. The Group seeks to provide a holistic Environmental Management System that demonstrates our commitment to environmental protection, pollution prevention, waste reduction and the preservation of our natural resources. We recognise our responsibility to manage the environmental impacts that arise through operations and the need to support our clients in achieving their environmental objectives. We believe we can affect positive environmental change within the market in which we operate and within the supply chain, that supports our products and services. The Board supports this policy as it seeks to add value by safeguarding our reputation, minimising loss and providing continued productivity and service delivery. Our Environmental Policy sets the high level structure within which the Group can meet its legal, regulatory and contractual obligations. We will identify our environmental aspects and impacts within our operations and manage these in accordance with the EN ISO 14001 framework. Social community and human rights issues The Group is developing its Corporate Social Responsibility strategy to widen its reach and measure its impact across the many communities we engage with. The Group conducted its first Corporate Social Responsibility assessment in January 2018 using the EcoVadis methodology and platform, where a Silver Rating was achieved. Our impact was assessed across four themes: environment, fair labour practices, ethics/fair business practices, and supply chain, and against 21 key CSR indicators. Pursuant to Section 54(1) of the Modern Slavery Act 2015 the Group has taken and is continuing to take adequate practices to ensure that modern slavery or human trafficking is not taking place within our business or supply chain. Modern slavery encompasses slavery, servitude, human trafficking and forced labour. The Group has a zero tolerance approach to any form of modern slavery. We are strongly committed to playing our part in eradicating modern slavery by ensuring we act ethically and with integrity and transparency in all business dealings and to putting effective systems and controls in place to safeguard against any form of modern slavery taking place within the business or our supply chain. The Group Consolidated Accounts 2019 Half year results ending June 2020 Latest news Events The pros and cons of virtual pitching: Client engagement vs. the bottom line 4 MIN READ Events The legal industry in flux: Exploring and shaping new possibilities 5 MIN READ Events Global law firm leaders join up to discuss innovation, culture and change 5 MIN READ Get in touch Interested in working with us? 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