CORPORATE GOVERNANCE 106 WPP ANNUAL REPORT 2020 240101803_WPP_AR2020_IFC_Dividers_design_190321_SD.indd A4 V 29/03/2021 17:43 CORPORATE GOVERNANCE Chairman’s letter 108 Our Board 112 Our Executive Committee 115 How our Board engages 117 Division of responsibilities 120 Board activities 122 Composition, succession and evaluation 123 Nomination and Governance Committee report 126 Audit Committee report 128 Sustainability Committee report 133 Compensation Committee report 134 WPP ANNUAL REPORT 2020 107 240101803_WPP_AR2020_IFC_Dividers_design_190321_SD.indd A4 V 29/03/2021 17:43 CORPORATE GOVERNANCE CHAIRMAN’S LETTER An early decision was made to put in place a global policy of managed remote working, and the Company significantly increased its investment in wellbeing resources and initiatives for employees. A comprehensive programme of internal communications and engagement ensured a regular flow of information from the centre of WPP – where the global strategic decisions were made – as well as from the agencies that employ our people directly. Our CEO Mark Read hosted 28 virtual townhalls during the year, providing the opportunity for people to ask questions and raise issues, and the Company to take the pulse of the organisation. Our people and agencies put their skills to work to help combat the virus, creating and delivering public awareness campaigns advocating good hygiene and social distancing, and – more recently – supporting the roll-out of vaccines. “THAT WPP HAS CONTINUED In 2020 WPP was tested in ways that no-one TO OPERATE SO WELL IN could have predicted. The fundamental Throughout the year, the Board was provided strength of the Company, the actions taken with regular updates on the impact of the 2020 DESPITE WIDESPREAD by leadership – both in prior years and in pandemic on the Company’s people and LOCKDOWN-ENFORCED response to the pandemic – and the performance. As Mark notes in his statement, REMOTE WORKING REMINDS incredible efforts of our people helped it that performance exceeded the expectations US THAT WE ARE A TRUE to pass that test. of the market, as WPP demonstrated its great resilience. PEOPLE COMPANY.” As Covid-19 began to wreak havoc around the world, the executive team, with the full STRATEGIC PROGRESS backing of the Board, acted swiftly to Covid-19 has only increased the pace of the protect the business and its employees changes already happening in the sectors in through a range of financial measures and which WPP operates, not least the growth operational decisions. of digital advertising and ecommerce. To secure the Company’s position, the share The leadership team responded by buyback scheme and 2019 final dividend were accelerating the existing strategy with, for suspended, costs were reduced substantially example, the further simplification of the and leaders – including the Board and Company and strengthening of its agency Executive Committee – volunteered to give brands through the creation of AKQA Group, up a portion of their salaries and fees. VMLY&R Commerce and Finsbury Glover Hering announced during 2020. 108 WPP ANNUAL REPORT 2020 CHAIRMAN’S LETTER CORPORATE GOVERNANCE In December a very well-received Capital Tom is a technology entrepreneur and Alongside Board membership we have Markets Day laid out the next phase of the educational philanthropist. He is the also continuously reviewed the governance Company’s strategy for growth, plans for founder and CEO of AIM-listed Crossword architecture of the Board’s committees capital allocation and new medium-term Cybersecurity Plc, and has launched several and made changes to their composition financial targets, including the announcement other technology start-ups. During his accordingly. The reports from our committee of a new dividend policy. Starting from the 30-year career in the UK technology sector chairs can be found on the pages that follow. current year, we intend to grow the dividend he has held senior leadership roles in annually and to pay out approximately 40% organisations including Callcredit And finally, as part of our ongoing of headline earnings per share. Information Group and Egg Banking plc. assessment of Board effectiveness, our Tom is also a Non-Executive Director of the Senior Independent Director, Nicole The Board held a Strategy Day with the BBC. He sits on the Audit Committee, the Seligman, carried out a Board evaluation executive team in advance of the Capital Nomination and Governance Committee exercise considering the performance of the Markets Day to consider the strategy and and the Compensation Committee of WPP. Board and its committees, the results of to align around the vision and future which are set out on page 125. I am pleased prospects of the Company over the next Dr. Zhang is a world-renowned technologist, to report that the evaluation concluded that three to five years. scientist and entrepreneur, who served as the Board and its committees continue to President of Baidu Inc, the global internet operate effectively. Throughout the year we also received services and AI company headquartered in presentations from the leaders of WPP’s Beijing, between 2014 and 2019. In this role, ENGAGING OUR STAKEHOLDERS agencies on their work to support WPP’s he oversaw the company’s overall To succeed in an open and interconnected wider strategy, providing an opportunity for technologies, emerging businesses and world, organisations need to demonstrate the Board to see the strength of alignment global operations, and helped the company their value to all stakeholders, to operate by across the Company. to push new frontiers including cloud the principles of sustainable and responsible computing, autonomous driving, quantum business at all times, and to be seen to do so. BOARD COMPOSITION AND computing, and AI/machine learning systems. EFFECTIVENESS The Board conducted deep-dives on a range To ensure the Board has the necessary Prior to Baidu, Dr. Zhang held various senior of environmental, social and corporate skills, experience and diversity to effectively positions during a 16-year tenure with governance (ESG) matters during 2020, from support and review the Company’s strategic Microsoft, both in the United States and the mitigation of the Company’s climate progress, we have continued our proactive in China. impacts to a full review of its sustainability review of its non-executive membership. strategy and statement of purpose. I am pleased to confirm that, as at the date During 2020 we announced the of this report, we exceeded both diversity The Board approved the change of the appointment of three new Board members: targets set by the Hampton-Alexander and Company’s purpose to include explicit Angela Ahrendts DBE, Tom Ilube CBE and Parker reports on gender and ethnic diversity. reference to the planet. Reflecting this Dr. Ya-Qin Zhang. Women represented 43% of the Board and change, the leadership team committed three directors are from an ethnic minority WPP to achieving net zero carbon emissions Angela was Senior Vice President, Retail at background. Our ambition for Board gender across its value chain by 2030, supported by Apple, Inc. from May 2014 until April 2019, diversity is to reach parity. science-based targets. where she oversaw the company’s global retail operations and the integration of its Today we have a strong Board and executive physical and digital businesses. She joined team, but we must, of course, continue to Apple from Burberry, where she was CEO look to the future. Succession planning, both from 2006 to 2014, and led the company for the Board and senior management roles, through a period of global growth based was overseen by the Nomination and on the adoption of new technologies, Governance Committee and by the Board. the launch of new product lines and the expansion of retail operations into new markets. Angela has joined our Sustainability Committee. WPP ANNUAL REPORT 2020 109 CORPORATE GOVERNANCE CHAIRMAN’S LETTER Understanding how WPP’s activities impact Exceptional people are not only our our various stakeholder groups and taking greatest asset but the key to our future their views and interests into account when growth. WPP has made great strides over making decisions is one of the Board’s most the last two-and-a-half years in building a important responsibilities. culture of openness, tolerance and respect throughout the organisation. During 2020 the Board oversaw an investor perception study to provide a detailed As well as being self-evidently the right thing analysis of how investors view the Company, to do, this is a prerequisite for success when its investment proposition and future success relies upon the ability to attract and prospects. In addition, we reviewed the retain the very best, in an organisation that results of the Company’s first ever cross- welcomes and supports everyone equally. agency employee survey and received updates on WPP’s client satisfaction scores. The leadership team has placed diversity, equity and inclusion at the heart of the Both the Chair of the Compensation Company’s strategy, and the Board tracks Committee and I also conducted extensive progress in this area just as closely as it does consultations with investors to discuss financial performance metrics. targets for the performance measures in the 2020 Executive Performance Share Plan. From 2021 that progress will also be reported internally to all employees on a quarterly MANAGING RISKS basis, so that it is clear to everyone how we To safeguard our business and our people, are doing, and where we need to do better. along with the interests of our shareholders The Company will also continue to provide a and wider stakeholder groups, the Board variety of ways for our people to make their constantly identifies, monitors and analyses voices heard. the risks facing the Company and the markets in which it operates. That internal dialogue is vital because WPP’s performance is simply a reflection During the year the Board conducted a of the collective effort and dedication of thorough assessment of WPP’s principal risks the many thousands of people within our and uncertainties, as well as strategic risk organisation.