A Buffett-esque Read – WPP: How We Behave And How We’re Rewarded

An avid fan of Warren Buffett’s Berkshire Hathaway annual report, long-time financial editor Norman Pearlstine says in Fortune that this 2014 report from advertising giant WPP – celebrating 30 years of Martin Sorrell’s leadership – “may be the best annual report I have ever read.”

 

Martin Sorrell 2014 In Review

WPP Directors' report: How we behave and how we’re rewarded

Dear share owner

Another record year for WPP.” Fellow share owners, I suspect, do not tire of such repetition in these Annual Reports. And all our people across the globe should take justifiable pride in 2014’s robust financial performance, impressive client wins and – for yet another straight year – the very top international creative and effectiveness awards.

Another thought, however, preoccupies me this year.

“Nothing is different, but everything’s changed.” Hackneyed, certainly; but a poignant refrain in the lyrics of a Paul Simon song. And as my 14-year-period as chairman of this Company concludes, that notion prompts several central questions for me. Transition of a non-executive chairman warrants minor note, but might be, for some share owners, a punctuation point that stirs the same reflection.

A cynic, hastily reviewing our business from 2001 through today, might edit the phrase to “Everything’s different, but nothing has changed.” Admittedly, the communications services industry, as well as its geopolitical and economic context, are extraordinarily different. And WPP may appear to remain a small central administration overseeing legions of far-flung corporate tribes and associates. With the same chief executive.

But that view massively misses the mark. Having had the privilege of serving as your Company’s chairman for almost half of its life, I find today’s WPP to be a vastly different business. Strikingly, however, some fundamentals have not changed.

The differences since 2001 are stunning:

• billings have more than doubled to £46 billion;
• revenues have grown from £4.0 billion to £11.5 billion;
• headline profit before tax has trebled, from £500 million to £1.5 billion;
• our market capitalisation has increased from £8.7 billion, and from the 2008 low of £5.0 billion, to £20.5 billion;
• the size of our workforce (including associates), has grown from 65,000 to 179,000;
• the number of offices is up from 1,400 to 3,000; and countries in which they are located, from 103 to 111;
• the number and breadth of our environmental, corporate social responsibility and employee training and welfare programs now overflow their own, thick annual report;
• our dividend per share has increased from 4.50p to 38.20p; and our dividend payout ratio, then 15%, now stands at 45%;
• Data Investment Management and direct, digital and interactive services have grown from 35% to 50% of revenues;
• digital-related services, then 5%, are now 36% of total revenues;
• over this 14-year period, WPP has invested some £8 billion in 700 acquisitions; and
• WPP was honored to be included (and the only advertising or marketing services company listed) in Forbes’ 2015 list of The Best Companies to Work For.

“Different,” indeed. In fact, led in these years by a singularly tireless and entrepreneurial chief executive, this enterprise has been literally transformed: a transformation resulting from prescient evolution of strategy and painstaking management execution. WPP’s value, to clients and investors alike, has thereby been enhanced beyond even these numbers.

‘New markets,’ ‘new technologies,’ as well as ‘media and data investment management’ are now fixtures of the industry lexicon. Yet amidst the earliest mentions of ‘BRICs’ and long before general recognition of ‘the digital age,’ your Company’s investments and hires pioneered the embrace of fast-developing economies, emerging technologies and innovative services.

In 2001, operations in Mongolia and Myanmar – where WPP now operates – were improbable. Fourteen years ago, an automated media trading platform – our Xaxis today – and high-tech partnerships – like ours with AppNexus, Rentrak and comScore – would have been regarded as futuristic fiction. Back then, some 65 acquisitions or strategic investments in one year – as we accomplished in 2014 – would have seemed preposterous. Rendering no fewer than four of our marketing and communications services to more than 500 clients was an ambitious dream until our recent years’ focus on ‘horizontality.’ Even only a few years ago, the magnitude of, and insights from, ‘big data’ – today’s WPP’s capacity to integrate our substantial proprietary data with voluminous market and consumer data from other sources – were fanciful notions.

Amidst the earliest mentions of ‘BRICs’ and long before general recognition of ‘the digital age,’ your Company’s investments and hires pioneered the embrace of fast-developing economies, emerging technologies and innovative services

These landmark differences illustrate the continuous, consistent evolution of WPP’s strategy. They evidence current industry leadership. They represent an unparalleled reservoir of competencies to assist clients in communicating their messages and marketing their products. They, and hundreds of similar examples, constitute the core of your Company’s unique positioning for continued growth and profitability.

Just as new technologies, new media, new markets and new players have transformed WPP’s business, your Board’s composition is significantly different. A mandatory retirement policy for non-executive directors instituted; appointment of 10 new directors, including my successor, completed; and the phased retirement of nine long-serving directors underway: your Board – global, independent and experienced in highly relevant commercial arenas – has been refreshed for a new era.

Although my intent, as I stated in the 2013 Annual Report, had been to retire from this post in December 2014, I agreed, at the Board’s request, to continue through the appointment of my successor. In Roberto Quarta, it has selected a seasoned non-executive chairman of FTSE companies, successful investor and respected, former chief executive. Subject to share owner approval, he will assume the chairmanship at the conclusion of the 2015 Annual General Meeting.

Your Board – global, independent and experienced in highly relevant commercial arenas – has been refreshed for a new era

What’s not changed? WPP’s most recent achievements reflect several enduring commitments. Foremost is to serve clients creatively and effectively. And by those standards, our fourth consecutive top Cannes prize for advertising holding companies and yet another Effie as Most Effective Holding Company best illustrate how the industry itself ranks your Company.

In the provision of such client services, there has been not the slightest easing of WPP’s intense management discipline. That principally explains how – buffeted by economic winds, a currency roller-coaster and fierce competition – your Company has continued this string of record years’ financial performance. And for enhancement of both our services and our controls, we have undertaken a seven-year, £1.25 billion IT initiative to modernise back-office operations and expand our capabilities in the use of ‘big data’ and analytics.

Has the Company’s commitment to its share owners changed?

Like Domino’s, WPP continues to ‘deliver.’ Your Board has boosted dividend growth by hitting our 45% dividend payout ratio target one year ahead of schedule. In the past five years, share owners’ aggregate return – taking into account share price appreciation, dividends and share buy-backs – has totalled £12.8 billion.

What’s not changed about your Company’s governance?

The full Board of Directors, not merely the Audit Committee, is still deeply engaged in risk management. Meeting over two days, six times each year, the entire group – beyond fiduciary requirements, finance and treasury responsibilities, and customary practices – examines, at each session, the list of WPP’s top 100 clients, evaluates the business environment for dozens of the major WPP businesses, reviews scores of personnel changes and succession plans, and challenges management on potential torpedoes or side-swipes.

From every evidence, there has been no change, except possibly for even the better, in the experience and independence of your Board. Our share owners will find in these relatively new non-executive directors the wisdom, discipline, diversity, and vision necessary to challenge and support management, seize opportunities, make tough choices, honour commitments to our people and the clients and places WPP serves, and act in your best interests.

A noteworthy change over these 14 years, since none of our leadership is getting any younger, has been the emphasis on succession-planning. All business leaders named in this report, other senior talent, and ‘rising stars,’ and the relevant succession options for each of their roles, are reviewed by the full Board. As to this process, we insist on confidentiality; yet it has become, especially in the past seven years, steadily more rigorous and comprehensive.

If so much is different, why has there not been a change of CEO?

My last two years’ letters summarised the issue of WPP CEO succession with reference to another well-worn phrase: “‘[There’s] no elephant in this room.’ Our veteran and more recently-appointed non-executive directors alike are unanimous in the view that… ‘Martin Sorrell is the best chief executive officer in this industry – and the person who can best serve the interests of share owners in this role at this time.’”

As I am soon to depart, let me take the liberty of a personal, up-close aside.

Some observers might prefer a CEO to opine less on politics, to be less available to media and conference rostrums, and to resist requests to comment on compensation. WPP, however, is a marketing business, and few can match Sir Martin Sorrell in capturing media attention, coining a substantive phrase, or promoting their companies. He is indefatigable: nary a trip or day without client meetings, keynotes at major forums, and social events to secure or strengthen client relationships. His insights are sought in countless quarters, benefitting WPP’s and its constituent companies’ brands and bottom lines.

Meticulous about corporate governance and compliance issues (okay, with occasional grumbles), he does not manage WPP as a ‘personal fiefdom.’ This mythology is as much the product of journalists’ repetition of ‘Sir Martin Sorrell’s WPP’ as his own energy and influence.

An unwelcome, but understandable spring ritual for this chairman has been the media attention to our CEO’s compensation. Given the quantum, little surprise. Yet several misunderstandings persist.

These long-term awards were performance-based, contractual obligations, approved by more than 80% vote of share owners, and not in the Board’s discretion. Under the plan, the cadre of senior executives, including the CEO, had the opportunity – rather than a grant of options or other long-term incentives – to make substantial, personal investments in WPP shares and to receive, potentially, multiples of their share purchases based on WPP’s comparative record, measured against competitors over a five-year period.

Led by a singularly tireless and entrepreneurial chief executive, this enterprise has been transformed: a transformation resulting from prescient evolution of strategy and painstaking management execution

Two years ago, when the formula’s arithmetic computation and our shares’ exceptional performance, in both absolute and relative terms, yielded pay-outs beyond UK custom, your Board proposed, and share owners approved, a new prospective long-term incentive program with three separate, even tougher criteria for future, potential five-year pay-outs. The existing plan, in which these participants – all highly sought-after by our competition – had made substantial long-term personal investments, however, still had several years to run.

Few would deny a certain ‘Sorrellcentricity’ to the Group; pronounced even among founders. This CEO, at heart and in practice, acts as an owner-entrepreneur, within the governance requirements of public ownership. Without excess, there is merit to this approach. Indeed, several years ago, the editor of Fortune’s list of The World’s Most Admired Companies noted that ‘one-man phenomena’ accounted for seven of the list’s top 10.

Yet as enormous as Martin’s impact has been over nearly three decades – and as much as he merits principal credit for extraordinary leadership in strategy and execution – WPP is, I can attest, far more than one individual.

Notwithstanding Martin’s high profile and incessant emails, it is more than a dozen group and functional heads who run all WPP businesses day-to-day, with far more authority than occasional observers suggest. Martin’s friendship and insights certainly are highly valued by clients; but on marketing matters, these business leaders look principally to those more directly responsible for WPP’s services.

Future chairmen, directors and share owners will determine not only how well this CEO continues to perform on their behalf, but also what kind of management will then best serve their, clients’, and employees’ interests. Whoever follows Martin, whenever, will inevitably have a different style, different strengths and different organizational structure requirements. As I have said, ultimately confronting the ‘succession elephant’ will be part science, part art. Your Board, I trust, will continue to be prepared for this transition.

Meanwhile, there may have been no change of CEO; but – measured by early discernment of emerging trends and opportunities, continuous calibration of strategy, openness to course correction, rigorous financial discipline, navigation in distant markets and fluency in new media and technologies – there has been remarkable change in, and because of, this CEO.

So, much is different with WPP since I came aboard in 2001; but also much not changed, particularly in core values of integrity, client focus, creativity, ambition and stewardship. I have great confidence in your Board’s profound sense of responsibility for the future of this Company, the clients we serve, the welfare of our people and the investment of our share owners.

As I depart, “Exit, Stage Left” especially resonates with me. This idiom is defined as “the direction in theatrical scripts, marking the disappearance of a character from the stage in the normal manner; an orderly departure, timed so as not to detract or distract, making way for more interesting events.”

What has, perhaps most of all, not changed about WPP? “More interesting events,” with the prospect of ever greater achievements, undoubtedly lie ahead.

Philip Lader
20 April 2015

Review of the Company’s governance and the Nomination and Governance Committee

Report by Philip Lader
Chairman of the Nomination and Governance Committee

Nomination and Governance Committee members

Nomination and Governance Committee members
	Meetings
1 Appointed to the committee on 19 February 2014. 2 Retired from the committee in June 2014.
Philip Lader (Chairman)	5
Charlene Begley1	2
Esther Dyson2	3
Orit Gadiesh2	2
Roger Agnelli	4
Ruigang  Li	4
Jeffrey Rosen	5
Hugo Shong	4
Tim Shriver	5
Sally Susman	5

Dear share owner

Committee responsibilities and how they were discharged in 2014

Throughout 2014, succession planning – not only for senior management, but also for a new chairman – and Board performance were the principal focus of the Nomination and Governance Committee’s five formal meetings and frequent informal exchanges between committee members and our fellow directors.

All non-executive directors were invited to participate in most of these sessions, with the committee’s recommendations to the Board generally reflecting the consensus of such larger number of opinions.

Board refreshment

The continued refreshment of the Board’s composition and leadership has dominated this committee’s past year’s activity. To this end, we reaffirmed our policy that requires all WPP directors to stand for annual re-election by share owners and our tenure policy for non-executive directors:

• Newly-elected non-executive directors shall not stand for re-election after having served for the period of their ‘independence’ under applicable US and UK governance authority, that presently being ‘the nine-year rule’ (i.e., under current general governance policy, a non-executive director will not stand for re-election at the Annual General Meeting (AGM) that follows the completion of nine full years’ service after the first AGM at which he or she was first elected by share owners; nor will such non-executive directors subsequently stand for election to this Board).

Applying this policy to currently-serving non-executive directors results in the retirement of three non-executive directors including me:

• Jeffrey Rosen, the deputy chairman and managing director of Lazard, who has served on this Board since 2004 as a member of the Audit Committee and Nomination and Governance Committee, as chairman of the Compensation Committee until December 2014 and as senior independent director since April 2010;
• Colin Day, the chief executive of Essentra plc who has served on this Board and its Compensation and Audit Committees since 2005 and as chairman of the Audit Committee since June 2013; and
• Philip Lader, a senior advisor to Morgan Stanley and a director of Marathon Oil, Rusal and AES Corporation was appointed chairman of WPP in 2001 and has served as chairman of the Nomination and Governance Committee since that date and as a member of the Compensation Committee until December 2013.

Neither they nor I will stand for re-election to the Board.

New chairman

The Board worked with the executive recruitment firm, Egon Zehnder International, to identify my successor as chairman and utilised its consultants to identify, evaluate, and screen a number of high-calibre candidates.

The Board announced the appointment of Roberto Quarta as a non-executive director and chairman-designate on 17 December 2014. Roberto brings to the Group extensive and diverse experience in corporate governance and global commerce. He is chairman of Smith & Nephew plc and of IMI plc and is a partner at the private equity firm Clayton Dubilier & Rice. As previously announced, Roberto will succeed me as chairman of the Company and as chairman of this committee, subject to his election by share owners at the AGM and on his retirement from the Board of IMI plc following the company’s AGM on 7 May 2015. He joined the Board on 1 January 2015 and has been undergoing a thorough induction process which has provided him with a good basis to make an early contribution to our Board discussions and to have a good grounding of our businesses and the Group strategy before he becomes chairman.

Committee leadership and service

Pursuant to our non-executive director tenure policy, WPP’s senior independent director, Jeffrey Rosen, will retire at this year’s AGM. His successor as senior independent director will be announced later in the year.

Colin Day will be succeeded by Jacques Aigrain as chairman of the Audit Committee. Jacques Aigrain has been a member of the committee since joining the Board in May 2013.

Subject to their appointment and reappointment at the AGM, the composition of our three main committees will be as follows:

Composition of our three main committees, subject to their appointment and reappointment at the AGM
Committee composition 2015	Audit Committee	Compensation Committee	Nomination and Governance Committee
Roberto Quarta		•	Chair •
Roger Agnelli	•	•	•
Jacques Aigrain	Chair •	•
Charlene Begley	•		•
Sir John Hood		Chair •
Ruigang  Li		•	•
Daniela Riccardi		•
Nicole Seligman		•
Hugo Shong	•	•	•
Tim Shriver		•	•
Sally Susman			•
Sol Trujillo	•	•

With the institution of term limits for non-executive directors, phased retirement of long-serving directors, and appointment of new non-executive directors, the Board and its committees were purposely larger than custom to provide the sharing of knowledge about the Company’s businesses and people. With the retirement of veteran directors, the Board will resume the more typical size, but with the benefit of enhanced institutional memory. Similarly, while assignments of new directors to committees resulted in the swelling of their rosters, this was to provide additional orientation for relatively new directors to deepen their insight into the Company; and it has been intended that, in the coming year, committee memberships will be re-aligned to reflect the skills and interests of respective directors and simultaneously reduce their size.

Board and committee evaluation

The annual evaluation of the Board’s and all committees’ effectiveness was conducted, internally. Each director completed a confidential questionnaire and identified opportunities for improvement. Separate conversations were then held between each director and either me or the senior independent director, who also led the non-executive directors’ assessment of my performance. Observations from these discussions and presentations will be intensely reviewed by this committee in upcoming meetings, with proposals to the full Board as to improving Board effectiveness. Overall the results of the evaluation were positive, confirming the Board was operating well as it continues to manage an orderly refreshment of its membership and a number of planned retirements.

UK Corporate Governance Code

During the year, the Board was briefed on regulatory and corporate governance developments. This principally included the anticipated impact of the new UK and EU rules on auditing market reform and the changes to the UK Corporate Governance Code. The review focused especially on the changes related to remuneration, ongoing risk management and internal control and the requirement for directors to provide a going concern statement in respect of the financial year ended 2015 taking into account the Group’s current position and principal risks.

Sustainability

Paul Richardson, chairman of the Company’s Sustainability Committee, presented a comprehensive assessment of the Group’s sustainability performance and risks to the committee for 2014. Particularly noteworthy was WPP’s CDP score of 98B and our inclusion in the CDP FTSE 350 Climate Disclosure Leadership Index, the Dow Jones Sustainability Index and the FTSE4 Good Index. WPP continued to help its operating companies by providing a series of webinars and briefings on sustainability issues. A more detailed review of our sustainability performance and activities can be read in the Sustainability review and in our 2014/2015 Sustainability Report and Pro Bono Book to be published in June 2015.

Terms of reference

The committee’s terms of reference, which are reviewed with the Board annually and most recently in July 2014, are on the Company’s website at wpp.com/investor.

Chairman’s role

As I announced in the 2013 Annual Report, it had been my intention to retire from the chairmanship of both the Board and this committee in December 2014. At the Board’s request, I have continued to assist with the transition of such leadership to my successor in both roles, Roberto Quarta. Assuming his relinquishment of the chairmanship of IMI plc and election by WPP share owners to the WPP Board at the 2015 Annual General Meeting, I shall step down immediately thereafter; and it is the Board’s intent to elect him as my successor in both roles.

Philip Lader
20 April 2015

Review of the Audit Committee

Report by Colin Day
Chairman of the Audit Committee

Audit Committee members

Audit Committee members
	Meetings
Colin Day	9
Sol Trujillo	9
Jeffrey Rosen	9
Roger Agnelli	8
Jacques Aigrain	9
Charlene Begley	9
Hugo Shong	8

Dear share owner

We held nine meetings during the year, which were attended by Deloitte (the external auditors), the Company’s chairman, the Group finance director, the director of internal audit, the Group chief counsel and the Company Secretary.

Preparatory meetings were also held with the internal and external auditors as well as members of the Company’s senior management. The committee received presentations from the heads of internal audit, finance, tax, compliance, IT, digital, compensation and benefits and legal. The committee also received reports from the Disclosure Committee on financial reports. The Board received regular reports on key issues arising at the committee meetings.

The committee’s terms of reference, are reviewed annually and most recently in June 2014, and can be viewed on the Company’s website at wpp.com/investor.

The committee and its members were formally assessed by the chairman of the Company as part of the annual evaluation process described within Board and committee evaluation for their technical suitability to be members and also for its overall effectiveness. The Board has designated me as the committee’s financial expert for Sarbanes-Oxley Act (SOX) purposes and as having recent and relevant financial experience for the purposes of the UK Corporate Governance Code. The members of the committee have financial and/or financial services experience as set out in their biographies.

Committee responsibilities and how they were discharged in 2014

The main matters we dealt with during 2014 were as follows:

• monitoring the integrity of the Company’s financial statements and reviewing significant financial reporting judgements;
• reviewing internal financial control and internal audit activities;
• assisting the Board in meeting its responsibilities in respect of reviewing and reporting on the systems and key elements of risk management as they affect the Group;
• reviewing the Group Treasury policy with particular focus on debtors, funding foreign exchange and cash management and the continued ability of the Group to adopt the going concern basis in preparing financial statements;
• reviewing reports on any material litigation or regulatory reviews involving Group companies;
• reviewing the Group’s mergers and acquisitions strategy, any significant acquisitions, due diligence procedures and integration processes and the debt financing by the Group;
• reviewing GroupM’s trading model and its risk assessment processes;
• reviewing the Group’s tax strategy;
• monitoring the accounting and legal reporting requirements, including all relevant regulations of the UK Listing Authority, the SEC and NASDAQ and the Jersey Financial Services Commission and changes to the UK Corporate Governance Code;
• overseeing continued compliance with Section 404 of SOX, through regular status reports submitted by the internal and external auditors;
• reviewing the Group’s reporting systems and shared services and IT integration initiatives;
• reviewing issues raised on our Right to Speak helpline and the actions taken in response to those calls; and
• reviewing the Group’s initiatives and policies on data privacy and internet security.

The committee examined whether the Annual Report and Accounts for 2014 was fair, balanced and understandable and provided the information necessary for share owners to assess the Group’s performance, business model and strategy. The committee received an early final draft of the report for review and comment, as well as a report from the Disclosure Committee as to the governance relating to compilation of the report. The Board subsequently considered the report as a whole and discussed the report’s tone, balance and language for compliance with these standards. The Board’s statement on the report is within Other statutory information.

Financial reporting and significant financial judgements

The management team make key decisions and judgements in the process of applying the Group’s accounting policies. These key judgements were detailed in reports to the committee in respect of 2014 which were then examined by the committee and discussed with management.

Deloitte also reported to and discussed with the committee whether suitable accounting policies had been adopted in the financial statements for the year ended 2014 and whether management had made appropriate estimates and judgements. The areas of significant judgement considered by the committee and how these were addressed are set out below and reflect a number of the principal risk areas identified by the Board within Managing our risks:

• the assessments made for goodwill impairment. The committee confirmed, based on management’s expectations of future performance of certain businesses, the level of goodwill impairment charges required in 2014;
• the restructuring charges to be incurred as part of a restructuring program commenced in the last quarter of 2014, including the IT transformation project and whether these are exceptional. The committee supported management’s analysis of the nature of the restructuring charges;
• the judgements made in determining the fair value of shares received as consideration and the gains made in 2014 on investments. The committee agreed that the approach adopted by management is appropriate;
• the judgements made in respect of revenue recognition, particularly as these relate to media volume income and media trading income. The committee received briefings from Deloitte and management on the appropriateness of the policies adopted and the controls in place and challenged management to demonstrate the effectiveness of such controls;
• the valuations of non-controlled investments, which are based on local management forecasts, recent third- party investment and other supporting information such as industry valuation multiples. The committee examined the valuations with management and considered the sample testing of the investments performed by Deloitte and agreed that the valuations were appropriate;
• the accuracy of forecasting the potential future payments due under earnout agreements in respect of acquired businesses. The committee considered the forecasting with management and the testing undertaken by Deloitte and agreed that earnouts have been accounted for on a consistent basis to previous periods;
• the approach taken to calculating fair value adjustments in respect of acquired businesses and specifically provisions for non-corporate tax, property and legal exposures, which the committee considered was appropriate;
• the valuation of year-end provisions in respect of working capital. The committee received briefings on the approach taken by management in assessing the level of exposure across the Group and agreed it was consistent and appropriate;
• accounting for the judgemental elements of remuneration, including pensions, bonus accruals, severances and share-based payments. The committee agreed that the assumptions applied by management are reasonable;
• the judgements made in respect of tax, in particular deferred tax assets including their recoverability and the level of tax provisioning. The committee supported management’s assumptions in both these areas and believe the current level of provisions is reasonable; and
• the going concern assessment and key forecast assumptions. The committee concur with management’s going concern assumptions as set out within Other statutory information.

External audit

Deloitte have been WPP’s auditors since 2002. The lead partner rotates every five years and the latest rotation will take effect during 2015. In 2014, the effectiveness of the audit process was evaluated through a committee review of the audit planning process and discussions with key members of the Group’s finance function. The 2014 evaluations concluded that there continued to be a good quality audit process and constructive challenge where necessary to ensure balanced reporting. The committee held private meetings with the external auditors and the committee chair met privately with the external auditors before meetings. The committee continues to be satisfied with the performance of Deloitte and confirmed that Deloitte continues to be objective and independent and noted the principal findings of the FRC 2014 Audit Quality Report which overall was good with limited improvements required. The committee recommends the reappointment of Deloitte at the AGM on 9 June 2015.

The committee considered the Group’s position on its audit services contract in the context of the recent changes in regulations concerning the audit market. There is no immediate intention to tender the audit contract but the committee regularly reviews the position.

Internal audit

The annual internal audit plan is approved by the committee at the beginning of the financial year. Progress against the plan is monitored through the year and any changes require committee approval. Significant issues identified within audit reports are considered in detail along with the mitigation plans to resolve those issues. The committee also considers the level of internal audit resource to ensure it is appropriate to provide the right level of assurance over the key risks and controls throughout the Group.

Non-audit fees

The committee has established a policy regarding non-audit services that may be provided by Deloitte, which prohibits certain categories of work in line with relevant guidance on independence, such as ethical standards issued by the Auditing Practices Board and SEC. The policy was reviewed by the committee in 2014 and advice on remuneration has also been included in the prohibited category with effect from the beginning of 2015 allowing for a transition period. Other categories of work may be provided by the auditors if appropriate and if pre-approved by the committee, either as individual assignments or as aggregate amounts for specified categories of services. All fees are summarised periodically for the committee to assess the aggregate value of non-audit fees against audit fees. The level of fees for 2014 is shown in note 3 on page 199 of the financial statements PDF (1.19MB).

Committee membership

This will be my final report as chairman of the committee as I transition to Jacques Aigrain who will be my successor following the AGM. I would like to thank Jeffrey Rosen for his hard work over many years as a member of the committee, as he will also be retiring at the AGM. Thank you also to my colleagues on the committee, the parent company executives and the external advisors for their endeavours in 2014.

Colin Day
20 April 2015

About WPP

Why we exist - Our mission

To develop and manage talent;
to apply that talent,
throughout the world,
for the benefit of clients;
to do so in partnership;
to do so with profit.

Between them, WPP companies have tens of thousands of individual clients. They range from Fortune 500 global giants through single-nation start-ups to the smallest of specialist charities. Diverse as they are, they have one thing in common: in pursuing their objectives, they face formidable competition. Growing affluence in many parts of the world – combined with overcapacity and over-supply in almost every significant consumer market – has put more and more power into the hands of consumers, accelerated by technology.

As always, if they are to succeed – or even to survive with profit – every competitive company needs an intrinsically appealing product or service. Increasingly, part of that appeal must lie in a company’s evident sense of a wider responsibility; one that extends beyond share owners, employees and consumers and recognizes a duty to the environment and to society as a whole. Today’s most successful companies are founded on strong values.

But even all that, though remaining the most fundamental of requirements, is seldom enough. Just as competitive costermongers arrange their apples in appealing displays and polish them lovingly to catch their customers’ eyes, so all companies need to display their wares compellingly.

They need access to high-quality information, strategic advice and specialist communications skills. And it’s in the nature of specialist and creative talent that it is unlikely to flourish within the confines of a client company. People with specialist talents work best – and contribute more – when recruited, trained and inspired by specialist companies.

Within the WPP Group, our clients have access to companies with all the necessary marketing and communications skills; companies with strong and distinctive cultures of their own; famous names, many of them. WPP, the parent company, complements these companies in three distinct ways.

• First, it relieves them of much administrative work. Financial matters (such as planning, budgeting, reporting, control, treasury, tax, mergers, acquisitions, investor relations, legal affairs and internal audit) are co-ordinated centrally. For the operating companies, every administrative hour saved is an extra hour to be devoted to the pursuit of professional excellence.
• Second, the parent company encourages and enables operating companies of different disciplines to work together for the benefit of clients. Such collaborations have the additional benefit of enhancing the job satisfaction of our people. The parent company also plays an across-the-Group role in the following functions: the management of talent, including recruitment and training; in property management; in procurement and IT; in knowledge sharing and practice development – with an emphasis on sustainability.
• And finally, WPP itself can function as the 21st-century equivalent of the full-service agency. For some clients, predominantly those with a vast geographical spread and a need for marketing services ranging from advertising through design and website construction to research and internal communications, WPP can act as a portal to provide a single point of contact and accountability.

No two clients are structured in precisely the same way. Within WPP’s operating companies, teams can be tailor-made to match any and all.