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Annual Report and Accounts 2021

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Annual Report and Accounts 2021 Annual Report and Accounts 2021 A leading global provider of integrated legal and business services Strategic report 01 Introduction 02 Measuring our performance 04 Our business at a glance 06 How our approach delivers for our clients 08 Our investment case 10 Chair’s statement 12 Q&A with the Group Chief Executive Officer 14 Our market drivers 16 Our business model 18 Our strategy at a glance 20 Our purpose in action 26 Financial review 34 Section 172(1) and stakeholders 36 Engaging with our stakeholders 40 Culture: DWF Life 42 Environmental, Social and Governance report 47 Non-Financial Information Statement 48 Risk Management 50 Principal risks and uncertainties 52 Viability statement Corporate Governance report 56 Chair’s introduction 58 Board of Directors 60 Executive Board 61 Statement of compliance with the UK Corporate Governance Code 2018 (the ‘Code’) 62 Board leadership and Company purpose 67 Division of responsibilities 69 Composition, succession and evaluation 72 Nomination Committee report 75 Audit, risk and internal control 75 Audit Committee report 82 Risk Committee report 85 Remuneration 85 Director’s Remuneration report 107 Directors’ report 114 Directors’ responsibility statement For the latest news releases and insights please visit dwfgroup.com Financial statements 116 Independent Auditor’s report to the members of DWF Group plc 123 Consolidated income statement 123 Consolidated statement of comprehensive income 124 Consolidated statement of financial position 125 Consolidated statement of changes in equity 126 Consolidated statement of cash flows 127 Consolidated notes to the financial statements 167 Company statement of financial position 168 Company statement of changes in equity 169 Company notes to the financial statements 171 Unaudited information Other information 178 Shareholder information 179 Corporate information 180 Principal offices DWF Group plc Annual Report and Accounts 2021 Introduction Strategic reportStrategic DWF is a leading global Who we are provider of integrated legal and business services. Governance Financial statementsFinancial Delivering positive outcomes Our purpose with our colleagues, clients and communities. Other information information We have listened to our clients and there is a growing desire for legal and business services to be delivered in an easier What we do and more efficient way. So, we’ve built our range of services on this principle. We have three offerings – Legal Advisory, Mindcrest and Connected Services. Our ability to seamlessly combine any number of these services to deliver bespoke solutions for our clients is our key differentiator. Delivered through our How we do it global teams across eight core sectors, our Integrated Legal Management approach delivers greater efficiency, price certainty and transparency for our clients without compromising on quality or service. DWF Group plc Annual Report and Accounts 2021 01 Strategic report Measuring our performance Key performance indicators At a Group level, we have several key financial and operational measures which we use to assess our performance. The Board monitors various KPIs on a Net revenue growth Adjusted EBITDA regular basis, to ensure that our strategic Definition*: The change in net Definition*: See note 2 of the objectives are being achieved. To ensure revenue achieved year-on-year financial statements our management’s focus is aligned with our Shareholders, our KPIs are reflected +14% £58.1m in the remuneration through our +10.9% £36.9m management incentive schemes. See page 91 of the Directors’ Remuneration report for more detail. Key Financial KPIs Underlying Non-financial KPIs organic net revenue Adjusted profit growth Definition*: Net revenue of any before tax FY2020/21 business unit that has been in the See note 2 of the Group for at least 12 months, always financial statements FY2019/20 excluding the first 12 months of any business unit that was acquired £34.2m +8.0% £15.2m +2.0% Gross profit margin (Loss)/Profit before tax Definition*: Gross profit divided by net revenue £(30.6)m 50.8% £18.2m 47.9% *When assessing and discussing the Group’s reported financial performance, financial position and cash flows, management makes reference to Cost to income ratio Adjusted diluted EPS Alternative Performance Measures (‘APMs’) of Definition*: See note 2 of the Definition*: See note 8 of the historical or future financial performance, financial financial statements financial statements position or cash flows that are not defined or specified under International Financial Reporting 39.2% 7.4p Standards (‘IFRS’). The APMs used by the Group are financial APMs, usually derived from the 41.4% 3.0p financial statements prepared in accordance with IFRS. A reconciliation of the APM’s used within this report is included within note 2 to the financial statements on page 137 and the Glossary on page 173. DWF Group plc 02 Annual Report and Accounts 2021 Strategic reportStrategic Governance Net promoter score Net revenue per partner Definition: The proportion of % BAME Definition*: Net revenue divided clients surveyed who rank as representation in senior by the total number of partners ‘promoters’ (scoring DWF a 9 or 10), leadership positions in the Group minus the proportion of clients who Definition: BAME representation rank as ‘detractors’ (scoring DWF a 1-6) declared in career bands 1 to 3a £924k statementsFinancial 49 4.2% £784k 47 3.2% Other information Lock-up days Engagement Definition*: See note 29 of the survey score financial statements Definition: The aggregate score taken from three key engagement questions 186 in our internal Pulse Survey 206 76 76 Free cash flow % Executive Definition*: See note 29 of the Board roles held financial statements by women £32.1m 40%1 £(6.6)m 25% 1 As at 12 July 2021 Net debt % Senior Definition: see note 29 of the leadership positions financial statements held by women Definition: The proportion of roles in £60.2m career bands 1 to 3a held by women £64.9m 28.9% 27.6% DWF Group plc Annual Report and Accounts 2021 03 Strategic report Our business at a glance Integrated legal and business services Our vision To be the leading global provider of integrated legal and business services Our purpose Delivering positive outcomes with our colleagues, clients and communities Our offerings Legal Connected Mindcrest Advisory Services Premium legal advice and Outsourced and process-led Our range of products excellent client service. alternative legal service offering, and business services that Our teams bring commercial designed to standardise, enhance and complement intelligence and relevant systematise, scale and our legal offering. industry experience. optimise legal workflows for areas such as contract management and ensuring regulatory obligations are met for our customers. Our differentiator Our Integrated Legal Management approach Our ability to seamlessly combine any number of our offerings to deliver bespoke solutions for our clients is our key differentiator. Delivered through our global teams across eight core sectors, our Integrated Legal Management approach delivers greater efficiency, price certainty and transparency for our clients without compromising on quality or service. Our values Always Be better Disrupt to Keep all Attend aim higher together progress promises to details We exceed the We listen, We embrace By keeping the We achieve the expectations of recognise and change and new promises we best results to our colleagues support each ways of working make to our complex problems and our clients in other to protect to enhance our colleagues and by focusing on everything we do. a diverse and performance and our clients, we simple and inclusive culture reputation. build trust, loyalty effective solutions. and sustain our and credibility. business, clients and communities. DWF Group plc 04 Annual Report and Accounts 2021 Strategic reportStrategic DWF in 2021 Commercial Services Insurance Services Managed Services Having experienced a material The Insurance division performed well As a newly formed division in FY2020/21, adverse effect due to COVID-19 in Q4 achieving net revenue of £103.9m, a Mindcrest continued to deliver strong of FY2019/20, this year marks a strong growth rate of 3.3%. The division also saw momentum on divisional objectives with recovery and financial performance gross margin improvement of 2.4ppts to the primary focus on the Operating Model, Governance with net revenue growing by 2.9% to 50.4%. Professional Indemnity was the Pricing Framework and Transformation £110.7m. Litigation was the key driver stand out performer with more than 30% of Service Delivery. Macro-economic of the division’s improved financial growth year-on-year, driven by work headwinds restricted FY2020/21 external performance, but H2 also saw improved generated as a result of the Financial sales as the uncertainty of COVID-19 activity levels and higher net revenue for Conduct Authority’s business interruption continued, impacting the pipeline both Corporate Services and Real Estate. litigation. The division also saw a strong conversion rate on large strategic bids. Gross margin improved by 3.1ppts pipeline of new client wins, including However, concentration in Analytics to 58.2%. appointment and reappointment to the and Contracts, through annuity client statementsFinancial Allianz and LV= panels respectively. relationships, has been supported by expansion into Litigation and eDiscovery services to widen the offering and strengthen margin conversion. International Connected
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