2023
Annual Report
and Financial Statements
Helping our customers
to do the right business
i n t h e r i gh t w a y
2
Strategic Report
3
Investment Case
4 Headlines
6 At a glance
9
Strategy
13 Chair’s statement
Our Governance
59 Board of Directors
60 Corporate governance report
68 Audit Committee report
71 Nomination Committee report
72 Directors’ Remuneration report
14 Chief Executive’s review
87 Directors’ report and other statutory
18 Review of operations
21 Key performance indicators/operational
measures
23 Stakeholder engagement and
non-financial information statement
26 Sustainability report
38 Financial review
41 Risks and uncertainties
50 TCFD disclosure
information
89 Statement of Directors’ responsibilities
Financial Statements
91 Independent auditors’ report
103 Consolidated income statement
104 Consolidated statement of
comprehensive income
105 Balance sheets
106 Statements of changes in equity
108 Cash flow statements
109 Notes to the financial statements
151 Advisors and corporate calendar
In this annual report reference is made to adjusted results as well as the equivalent statutory measures. The Directors make use of adjusted results, which are not considered to be a substitute for or superior to IFRS measures, to provide
stakeholders with a clearer understanding of the group’s performance, additional relevant information and enable an alternative comparison of performance over time. Adjusted results exclude amortisation of intangible assets (excluding computer
software), impairments, other income (when material or of a significant nature) and other adjusting items. Adjusted results are reconciled to statutory measures in note 2 to the financial statements. Reference is also made to variances described as
‘organic’: these are calculated by adjusting the revenue change achieved year-on-year to exclude the impact of changes in foreign currency exchange rates and also to exclude the impact of changes in the portfolio from acquisitions and disposals
– many shareholders ask about these effects and while this measure is not required by applicable accounting standards, it makes the figures more understandable to readers. Finally, we use the term ‘continuing’ to describe our businesses, their
revenues and profits, this term means we are excluding the impact of disposals to show performance of, and to describe, the businesses we still have – again this is at investors’ request.
Wilmington plc Annual Report and Financial Statements Investment Case
Resilient portfolio in large and expanding
Governance, Risk and Compliance (“GRC”) market
3
28+
years’
experience
Investment Case
Unique GRC platform
Powerful combination of well-
recognised brands in intelligence,
training and education, serving the
resilient and growing Governance, Risk and
Compliance market.
138%
conversion of
operating profit
into cash
High
conversion
of operating
profit into cash
Strongly cash generative business
reflected by 138% conversion of
operating profit into cash
39%
subscription and
membership
revenue
High
proportion
of recurring
revenues
Consistent and sustainable revenue
streams, with a focus on recurring
subscription and membership
revenues with high renewal rates.
More than 28 years experience
Commitment to dividends
10.0p
total
dividend
Diverse and resilient
The resilience of our portfolio is
enhanced by a diverse customer base
and low customer concentration.
Single technology
platforms and
digital innovation
Attractive portfolio of digital-first data
and information assets and innovative
digital learning solutions delivered via
single technology platforms.
Agile and
customer led
Strong customer-led product
management culture, reinforced
by agile approach to hybrid
delivery formats.
Responsible
business culture
Commitment to customers echoed
by the responsible business culture
embedded across the Group.
Purpose driven
We empower our customers to do the right business in the right way,
by providing them with a complementary range of information, and data
and training and education solutions via single technology platforms.
Our unique offering is underpinned by a set of core competencies that,
in combination, drive sustainable value creation for our shareholders.
Wilmington plc Annual Report and Financial Statements Wilmington plc Annual Report and Financial Statements
4
Financial performance
• 9% revenue growth from continuing businesses. Organic growth of 7%1.
• Training & Education division delivered 15% organic growth
•
Intelligence division delivered 3% organic growth
• Annual recurring revenues up 7%, now 39% (2022: 37%) of Group revenues
• Adjusted profit before tax from continuing businesses up 30% to £24.1m
(2022: £18.6m) reflecting continuing efficiencies of digital-first model
• Operating profit margins continue to increase with Intelligence division
reaching 23% (2022: 19%)
• Net cash at 30 June 2023 £42.2m (2022: £20.5m) reflecting strong trading
performance and cash conversion
• Continued to streamline and enhance portfolio with disposal of Inese
•
Investment in the development of single technology platforms in each division
Headlines
Delivering
organic growth
Since the strategic review we have delivered two years of quarter-
on-quarter profits growth, despite the challenging macro-economic
backdrop. Last year’s results were our strongest to date with continuing
revenues up by 9% and profits up 30%. Other notable developments
have been the growth in our recurring revenues and strong cash
conversion of profits, further strengthening our balance sheet, which
are a result of improvement in our overall operational performance.
We help our customers to do the right business, in the right way. As
Governments, Regulators, businesses and individuals respond to
increasing Governance, Risk and Compliance requirements, they are
globally becoming increasingly aware of the need to ensure the data
they rely on for themselves and their customers is credible, accurate
and current; and the training to ensure they are knowledgeable
and meet current standards - all must be relevant, measurable and
independently assessed.
We now transact with over 8,000 customers and gather data from
around 250 geographies. We have increased our geographic presence
and now operate in the UK, Ireland, USA, France, Singapore, Hong
Kong, Malaysia, Indonesia, India, and the MENA region. Our increasing
global reach provides us with opportunities to develop and provide
our services across a broader international customer base, whilst our
single technology platforms will be instrumental in helping us scale in
both existing markets and in new territories.
The current financial year has started in line with our expectations with
continued organic revenue growth and improved profits and cash.
Mark Milner
Chief Executive
1. Continuing – eliminating the effects of the impact of disposals; Organic – Continuing eliminating exchange rate fluctuations.
Headlines continued
150
Revenue for the year £’m
120
121.0
122.1
123.5
Adjusted EBITA £’m
113.1 113.0
£123.5m
+2%
90
60
Organic1 revenue growth %
30
7%
2022: up 13%
Adjusted earnings per
share4 p
21.49p
+15%
Basic earnings/(loss) per
share %
22.94p
2022: 37.46p
0
25
20
15
10
5
0
£24.1m
+11%
Adjusted profit before tax
margin %
19.7%
2022: up 17.1%
2019 2020 2021 2022 2023
21.49
18.66
17.44
13.62
10.71
2019 2020 2021 2022 2023
Total dividend p
10.0p
+22%
Final dividend p
7.3p
2022: 5.8p
25
20
15
10
5
0
10
8
6
4
2
0
5
21.5
21.6
24.1
Adjusted profit before tax3 £’m
20
19.3
24.3
20.7
25
16.6
14.0
£24.3m
+18%
15
10
15.0
11.9
Profit/(loss) before taxation £’m
5
2019 2020 2021 2022 2023
£24.0m
2022: £36.1m
0
2019 2020 2021 2022 2023
9.1
10.0
8.2
6.0
Group net cash/(debt)
(excluding lease liabilities)5
£’m
50
40
30
20
10
0
20.5
42.2
(33.9) (27.7) (17.2)
£42.2m
+106%
-10
-20
-30
-40
nil
2019 2020 2021 2022 2023
Strong cash conversion2 %
2019 2020 2021 2022 2023
138%
2022: 114%
2. Cash conversion – see note 26. 3. Adjusted profit before tax – see note 2. 4. Adjusted basic earnings per share – see note 9. 5. Net cash/(debt) includes cash and cash equivalents, bank loans (excluding capitalised loan arrangement fees)
and bank overdrafts but excludes lease liabilities.
Wilmington plc Annual Report and Financial Statements At a glance
Effectively navigating the
Regulatory Compliance landscape
6
Wilmington is a scalable platform operating in the resilient and
expanding GRC market, providing solutions to enterprise customers
and professionals from a broad range of industries.
Our customers operate within a complex array of legal, political, and
regulatory frameworks, all dictated by the ever-evolving compliance
landscape. We help them to navigate this complexity and respond
to emerging areas of risk by providing a complementary range
of solutions which are delivered via single technology platforms.
Our intelligence gives customers the detailed insight they need to
understand the regulatory landscape, and our specialist training
equips them to navigate it successfully.
Our solutions are focussed on real-world outcomes and are based
on significant and defendable intellectual property built up over
many years. Our teams of experienced industry practitioners and
talented subject matter experts are central to our unique offering.
We are proud to be recognised by our customers as a trusted and
valued partner as we help them navigate their business challenges.
Wilmington is a digital-first business with strong capabilities in
online and hybrid learning, and in the management and provision of
mission-critical information and data. The strength of our portfolio
is underpinned by an operating model which allows our portfolio of
brands to leverage the value of the Group’s technology platforms
to deliver unique solutions to their customers. We invest in the core
competencies that drive quality in our products to enable our brands
to exhibit a unique set of characteristics that define our competitive
advantage.
intelligence
training &
education
Single
technology
platforms
Regulation
Compliance
Empowered Customers
doing the right business in the right way accross Governance Risk and Compliance (GRC)
Wilmington plc Annual Report and Financial Statements
At a glance continued
Underpinning the GRC market
with strong growth drivers
7
The products Wilmington’s two divisions offer focus on three
main sub‑categories of Governance, Risk and Compliance:
I n t e lligence
The GRC markets are underpinned by
strong macro drivers, which are closely
aligned to the Group’s core offering and
inform our strategy to increase brand
presence in this market:
•
•
Increasing volume of regulation;
Increasing fraud and cyber risk;
• Evolving role of compliance;
• Escalating regulatory enforcement;
•
•
Increasing importance of responsible
business practice;
Increasing adoption of technology
solutions; and
• Complex geopolitical landscape.
Governance
• Conduct • Ethics
• Corporate Governance
• Risk Management
Architecture
• Operational Resilience
Risk
• Prudential
• Information Sharing
• Risk Management
• Reputational Risk
GRC
Compliance
• Financial Crime Prevention
• AML & CTF • Sanctions • Anti-bribery
& Corruption • Fraud • Information &
Data Security • Market Abuse/Insider
Trading • Cyber-crime • Conduct of
Business • Healthcare Regulations
• Diversity, Equity & Inclusion
Training & E d u c a t
i o n
Wilmington plc Annual Report and Financial Statements Revenue analysis
Revenue can be analysed by segment as follows:
Our brands
8
At a glance continued
One business
two divisions
We are operating as one business, with
two divisions that each have a single
technology platform, supporting multiple
market-facing brands.
Total Revenue
% of Group revenue
Intelligence
Training & Education
2023
47%
53%
Revenue can be analysed by geography as follows:
Total Revenue
% of Group revenue
UK
Europe (excluding the UK)
North America
Rest of the World
2023
57%
20%
16%
7%
2022
49%
51%
2022
53%
18%
21%
8%
COMPLIANCE WEEK
CW
training &
education
This division provides compliance training and technical support for customers
across a range of industries including financial services, accountancy, and
healthcare. We offer a wide product range, including formal qualifications,
continuing education, and mandatory training, through instructor-led and
self-guided formats. Our excellence in this area is underpinned by world-
class and engaging course content, developed in house by our team of
experienced subject matter experts, and enhanced by Wilmington’s strong
digital subscription management and dynamic delivery platform. Our Training
& Education brands/businesses are: ICA and CLTi in Global, Mercia and Bond
Solon in UK & Ireland and FRA in North America. Please see the Divisional
Review for further details.
intelligence1
Wilmington’s Intelligence division consists of businesses which provide must-
have, authoritative risk and compliance data to a range of industries globally,
including insurance, pensions, and healthcare. The information and data
solutions provided by our brands in this division represent the gold standard
in accuracy and timeliness, and this capability is enhanced by the expertise
of our research analysts and industry practitioners, to ensure that we provide
actionable insight to customers. Much of our data is developed by our own
teams, and we own the associated intellectual property. Our Intelligence
brands/businesses are: Axco, Pendragon and Compliance Week in Financial
Services, Wilmington Healthcare/HSJ and APM in Healthcare and MiExact.
Please see the Divisional Review for further details.
47%
Group
revenue
Intelligence revenue
£58.6m
53%
Group
revenue
Training & Education revenue
£64.9m
1. The Information & Data division was renamed to Intelligence during the year.
Wilmington plc Annual Report and Financial Statements Strategy
Unique GRC
solutions
Wilmington’s streamlined operating model
is increasingly underpinned by single
technology platforms across each division,
and its success is driven by the synergistic
potential of its unique portfolio of brands.
We are continuing to achieve our strategic
objective of delivering organic growth,
and to cement our position in the large
and growing GRC markets by investing
in operational efficiencies and in the core
competencies that drive our competitive
advantage.
9
Grow
Generate growth and cement
our position in the GRC market
Invest
Invest in our businesses to facilitate
new product development,
provide innovative solutions to our
customers, and fuel growth
Manage
Manage our portfolio to ensure
that all businesses exhibit the
unique characteristics that drive
our competitive advantage
Wilmington plc Annual Report and Financial Statements 10
Strategy continued
By drawing on our core competencies we have embedded a set of defining characteristics into all of our brands which, in combination, drive progress against our three
integrated strategic objectives.
Wilmington characteristics: what makes us unique
1. Digital Capabilities and data enabled
2. A focus on the GRC sector
Our digital-first model demonstrates best in class digital capabilities including:
• Delivery platform agnostic
• Excellence in User Experience (‘UX’) and User Interface (‘UI’) solutions
Our businesses are data enabled, allowing them to provide unique insight and
innovative solutions to their customers, driven by:
• Efficient data collection, accurate measurement, integration and analysis,
supported by dynamic user interfaces
• Proprietary data and bespoke services
3. Differentiated offering
Our businesses occupy strong positions in the markets they serve, exhibited via
the following credentials:
• Market leaders – within the top three
• Unique products with owned IP
• Strong brands valued highly by customers
Following our strategy review two years ago, all our businesses now operate
in the Governance, Risk and Compliance sector, providing data and training in
areas focussed on:
• Financial services, including retail banking, investment banking, private
equity, insurance, accountancy
• Legal services, providing training in areas of law to non-lawyers, including
Expert Witness training, Witness Familiarisation, Health & Social Care
regulatory training, Investigations training
• Healthcare data and information, currently focussed on French and UK
markets, and the US Medicare Advantage sector
4. Attractive markets
The markets in which we operate present opportunities for sustained growth:
• Macro fit with Wilmington’s core markets
• Micro fit with a growing end-user base in which our solutions are
integrated into customer systems
5. Strong product and revenue model
Our product and revenue model drives value by targeting the following actions:
•
Identifying attractive economics
• Prioritising repeatable revenue streams
• Leveraging success across the portfolio to maximise the benefit of
6. Strong leadership
Our businesses are led by individuals who are best placed to accelerate their
growth, evidenced by their core competencies:
• Experts in their field, aligning sector specific knowledge to product
development and delivery
synergistic potential
•
Innovators seeking to embrace change to deliver bespoke customer solutions
Wilmington plc Annual Report and Financial Statements Wilmington plc Annual Report and Financial Statements
11
Strategy continued
Delivering growth
Our organic growth strategy has continued to deliver by embedding
the unique combination of characteristics that define our competitive
advantage in each of our brands. Applying a common framework
across the Group, we have focused our investment efforts in two
main areas: operational excellence and single technology platforms.
These efforts have continued to be informed by our commitment
to a responsible business culture across the Group, supporting our
people to make decisions in a way that delivers long term value.
Full details of the progress we have made against our sustainability
strategy objectives during the year are outlined in the Sustainability
report on pages 26 to 37.
Investment focus: Operational excellence
Over the past three years we have invested heavily in operational
excellence to accelerate our growth ambitions. We have sought to
apply a best-in-class approach to managing technology and data,
sales and marketing, talent, and product development across our
Group. This work includes the investments we have made across
all aspects of employee experience and helps ensure that we are
attracting and developing the diverse, talented workforce that is
central to our ongoing success.
Investment focus: Developing single
technology platforms
In addition to our People strategy, the investments we made in
operational excellence focussed heavily on enhancing our product,
technology, and data capabilities, as the key mechanisms to deliver
high quality solutions to our customers. This year has seen very
strong progress towards our goal of establishing single technology
platforms for each division.
1. FootnotesWilmington plc Annual Report and Financial Statements Strategy continued
12
Investment focus;
Future progress
Our ongoing investment in operational
excellence and single technology
platforms is at the heart of our plan to
ensure that Wilmington continues to
demonstrate the agility to adapt and
grow, both organically and through
acquisition, as customer demands evolve
and new market opportunities arise.
By embedding common infrastructure
and processes, the Group is well placed
to effectively enhance and expand its
unique offering.
Training & Education
division – single Digital
Learning Platform
The Platform integrates cloud-based
technologies to a single solution,
creating a personalised ecosystem
in which customers can sign up to
programmes, consume course materials
through multi-media formats, complete
assignments, and tasks, and repeat
visits to access additional content.
Intelligence division –
single Data Connect
Platform
Our Data Connect Platform is a single,
common data platform, deploying
Snowflake® technology to bring
together all our assets, allowing
us to offer a greater data set to our
clients delivered through intuitive data
dashboards. We are offering APIs as
standard to our clients to enable the
use of our data as an integral part of
their business processes.
The delivery of our organic growth strategy reflects
our clear focus on investing in the capabilities that
underpin our competitive advantage
1. FootnotesWilmington plc Annual Report and Financial Statements Chair’s statement
Wilmington plc Annual Report and Financial Statements
13
Resilient organic growth strategy delivering
The Group has achieved revenue
growth from its continuing
businesses of 9%, with recurring
revenue up 7%, demonstrating the
strength of our product offering and
customer relationships.
This revenue growth, continued focus
on cost management and improvement
in operational performance generally
resulted in profit increases at all levels.
We have continued to strengthen our
balance sheet, with an increase in our
net cash position as a result of the
conversion to cash of these higher
profits and the strategic disposal of
Inese in late 2022.
We have increased our dividend
payments this year by 22% with a final
dividend of 7.3p, resulting in a total
dividend for FY23 higher than at any
time in our history as a listed company.
In June 2021 we put in place a new
group structure and operating model
to focus the business on the resilient
and growing GRC markets. This Annual
Report therefore represents the second
year of this strategy, and we report
I am pleased to present the
Annual Report for the year
ended 30 June 2023. Once
again, we have performed
in line with our strategy
which has resulted in strong
underlying revenue growth
and margin expansion.
Building on the benefits of
our digital-first model, we
are now realising additional
efficiencies as we move to
single platforms.
here on our excellent progress and
on the success of our investment
in the business and the technology
supporting it.
We have the hard work and dedication
of our talented teams to thank for our
strong financial results and the good
progress we made in delivering our
strategy. I am proud of the outstanding
quality of work delivered by our
people, as well as their commitment
to customer service and their ingenuity
and resilience in managing change.
I would like to take this opportunity to
thank all of them for their hard work
over the past financial year.
Current trading and outlook
Trading has been encouraging in the first
quarter, with good demand in all areas
generating revenues and profits in line
with expectation.
We have the hard work and
dedication of our talented teams to thank
for our strong financial results and the
good progress we made in delivering our
“
strategy. ”Martin Morgan
Chair
Chief Executive’s
review
14
Introduction
In 2021, Wilmington completed its strategic review and we took the decisive steps to
refocus the Group on the Governance, Risk and Compliance markets. We invested in
our digital first activities. We restructured to operate as two divisions in one company,
committing to investment in our operational growth levers of sales, marketing and
product. We outlined the decisive steps needed to improve our technology capabilities
to accelerate our shift to single technology platforms and tackled our legacy technology
debt. We committed to maturing our measures assessing and improving customer
satisfaction and employee engagement, designing and investing in a new people
programme and committing to meaningful ESG commitments.
Since 2021, Wilmington has delivered against each
of these strategic aims. This structured, measured
and progressive transformation programme is
delivering results, changing the shape of our business,
increasing value for our customers, delivering growth
for our shareholders and creating growth momentum
across the Group.
Results
For the year ending 30 June 2023, the Group saw
overall organic revenue growth of 9%, with growth
across all parts of our business except our healthcare
unit. Our training and education division achieved
a particularly impressive 15% growth in organic
revenue, while our intelligence brands reported 3%
growth, with strong performance from our Axco,
Pendragon and APM businesses offset by the UK
healthcare business’ decline. We have also achieved
a 7% growth in recurring revenue1, which now
represents 39% of total revenue. Currency movement
had a minimal impact on the Group’s overall results.
The increased revenues and a continued focus on
operational efficiency and cost management resulted
in adjusted PBT growth from continuing businesses of
30% to £24.1m (2022: £18.6m) and a corresponding
improvement in adjusted PBT margin to 19.7% (2022:
16.6%). This resulted in adjusted basic earnings
per share being up 27.0%. We also are proposing
a final dividend of 7.3p (total of 10.0p). The Group
strengthened its balance sheet, increasing its net cash
position (excluding lease liabilities) to £42.2m (2022:
£20.5m) after a strong year of converting profits to cash.
Strategy
We continued to focus on consolidating our already
strong presence in the large, growing and rapidly
evolving GRC markets, following the 2021 strategic
review. These markets are underpinned by strong
macro drivers, particularly the increasing volume
and enforcement of regulation, complex geopolitical
landscape, increased importance of ESG and
widespread adoption of technological and data-driven
compliance solutions, all of which align strongly to
Wilmington’s core offering.
At the heart of this focus on the GRC markets
is our ambition to help our customers to do the
right business in the right way, by providing a
complementary range of information & data and
1. Recurring revenues – those contracted at least one year ahead.
Wilmington plc Annual Report and Financial Statements 15
Chief Executive’s
review continued
training & education solutions. Our operating
model mirrors this core purpose. Our Intelligence
division provides specialist data and analytics that
give customers the detailed insight they need to
understand the regulatory landscape, and our Training
& Education division delivers specialist training that
equips them to navigate it successfully. As planned,
we completed the disposal of our non-core Spanish
insurance information business in the first half of the
financial year.
Investment programme
Our investment approach across the Group
continues to be targeted at embedding the
unique characteristics that define our competitive
advantage into each of our brands. I am pleased
with the progress we have made in developing
single technology platforms in each of our divisions,
providing the foundation to accelerate our growth
ambitions and enabling us to provide an improved
user experience to our customers, resulting in an
increased competitive advantage. It will also give us
the agility to respond to their ever-changing needs
in the rapidly evolving GRC markets, enhancing
our growth potential. The implementation of single
platforms in each division will also allow us to
efficiently expand our offering by creating a scalable
portfolio to enhance our growth potential.
Version 1.0 of the Digital Learning Platform was
successfully released at the end of FY22. We are
taking the learnings from this version to improve both
the design and product features, with version 2.0 on
track to be delivered by June 2024. A new technology
leader has joined the Group to spearhead the version
2.0 design and delivery, and increase the speed of
development.
We continue to invest organically in new products
and strengthen our existing product offerings, with
the scope to monetise our solutions greatly enhanced
by our single platform approach. This strategy for
maximising the value of our technology and data
assets, combined with our streamlined operating
model, provides the strong base to actively consider
acquisition targets which complement and/or extend
our capabilities.
Artificial Intelligence
The advent of artificial intelligence (AI) has created
immense potential for efficiency and AI enhanced
products within the GRC domain. The realm of AI,
wherein machines strive to replicate intricate human
cognitive functions, holds the promise of overhauling
industries and reshaping entire work processes
and value streams. The disruptive prowess of AI
technology is rooted in its ability to mechanise tasks,
optimise decision-making protocols and unlock
uncharted pathways across an array of sectors.
By orchestrating the automation of repetitive tasks
and routine processes, AI holds the potential to fine-
tune operations, curtail expenditures and strategically
allocate resources to endeavours of higher value.
Furthermore, the analytical capabilities of AI can
bestow invaluable insights, paving the way for
informed, data-driven decision-making and astute
strategic optimisation.
Within the strategic framework of Wilmington,
deliberate measures are being put into action to
navigate the risks that accompany AI technology
while simultaneously harnessing its opportunities.
A working group has been created to take a risk and
opportunity-based approach to AI. This group has
meticulously crafted a series of recommendations
encompassing risk mitigation strategies, operational
efficiency enhancements and augmentation of
products. Diligent actions to mitigate risks are already
underway, encompassing fortifying our digital assets
with robust protective layers to thwart unauthorised
scraping by external entities.
Simultaneously, revised policies governing the
utilisation of AI technology have been devised,
covering both our internal staff and the interactions
with our valued customers. Given AI’s remarkable
capacity to generate content from vast reservoirs of
data, inadvertent infringement of copyrighted material
looms as a notable concern. The implementation of
comprehensive protective protocols and mechanisms
becomes imperative in safeguarding the sanctity of
intellectual property rights.
Beyond these operational facets, AI stands as a
catalyst for elevated product development, providing
the capability for predictive analytics, tailored
recommendations, and intelligent automation.
This transformative potential empowers us to
furnish clients with products that are not only
more personalised, but also more resourceful and
innovative. For example, in our Training and Education
division we will be exploring course recommendation,
automated grading and feedback and translation
services, and in our Intelligence Division the
enhancement of our proprietary data, which is
protected within our secure environment.
Scale
Wilmington is helping our customers to do the right
business, in the right way. Governments, Regulators,
businesses, and individuals are globally becoming
Wilmington plc Annual Report and Financial Statements 16
Chief Executive’s
review continued
increasingly aware of the requirements and benefits
of implementing appropriate Governance, Risk
and Compliance training and of ensuring data and
intelligence sources are as current and accurate as
possible.
This global market movement provides Wilmington
with an increasing opportunity to develop and provide
services across a broader international customer base.
Alongside existing core operation centres in the UK,
Ireland, USA, France, Singapore, Hong Kong, and
Malaysia, we are also building an increasing presence
in Indonesia. We now have a commercial presence in
India and have invested further in the MENA region.
We expect soon to expand our offering, through
partners, in China.
Operating efficiency is maintained by our product
offering in these new territories being built on our
existing capabilities and content, with a small degree
of customisation of materials to reflect the differing
characteristics of each domestic market.
The investment in commercial and customer service
functions was made in FY23, enabling us to measure
performance and fine-tune our offering throughout
FY24. No further significant investment in this area
is expected throughout FY24. Our development of
single technology platforms will be instrumental in
helping us scale in both existing markets and in new
territories.
A growth mindset
We began the process of pivoting the Group to a
digital first strategy in FY20 and FY21 and this has
enabled us to deliver two years of quarter-on-quarter
organic revenue and profit growth. Our revised
strategic focus, consolidating our strong presence in
the large, growing and rapidly evolving GRC markets,
provides the Group with many growth opportunities.
Wilmington now transacts with over 8,000 customers
and gathers data from around 250 geographies,
and has new opportunities in new markets. Whilst
Wilmington cannot claim to be a global business,
we are certainly well on the way to becoming a truly
international business.
Key to this organic and geographic progress is
developing and maintaining a strong growth mindset
across all parts of our Group. We invested in new
leaders for many of our businesses and our shared
services in FY22, specifically recruiting or promoting
individuals with a proven track record of implementing
and delivering growth strategies. The changes and
expertise these individuals have brought have been
one of the reasons why we have reported another
strong set of results.
A key part of our growth mindset is to focus on the
many drivers of employee engagement, which increased
year on year as measured by our annual engagement
survey. Development is actioned by activities such
as regular Town Halls, the building and support of
communities, and development of Working Groups
to focus on keys areas such as diversity and inclusion,
reward strategies, talent development and others.
Instrumental in the development of our people
culture was the recruitment of a Chief People Officer
in November 2021, who has significantly developed
our people activities across a very broad spectrum
of activities including, but not limited to, a refreshed
wellbeing strategy and services, a complete review
of our reward and benefits strategy, the creation of
job families across selected disciplines, investment
in our learning and development services, and
development of diversity and inclusion policies,
practices and initiatives. More details can be found in
our Sustainability report.
Responsible business
We are committed to investing in the initiatives that
support our own responsible business culture. We
have achieved progress against our targets in all four
areas of our sustainability strategy, and this work
continues to underpin our broader strategic objectives
and risk management processes. Full details of this
work can be found in our Sustainability report.
We implemented the Taskforce for Climate-related
Financial Disclosures (TCFD) recommendations in
full last year. We concluded that we must continue to
monitor the impacts of climate change on the Group’s
risk profile, but that the potential opportunities
that may arise from the transition to a low-carbon
economy are well aligned to our core offering. We
have committed to net-zero carbon targets, with an
ambition of absolute zero, producing no greenhouse
gas emissions, in respect of Scope 1 and 2 emissions
by 2028, and net zero in respect of Scope 3 emissions
by 2045.
Portfolio update
In December 2022, we completed the disposal of
Inese, a media and event business based in Madrid,
Spain. We had flagged the business as held for
sale from February 2020, with the disposal process
significantly hampered by the Covid-19 pandemic.
We continue to review all parts of the Group
assessing businesses against six key characteristics:
organic growth opportunities; attractive markets;
digital and data capabilities; strong leadership;
Wilmington plc Annual Report and Financial Statements 17
Chief Executive’s
review continued
strategic fit to the GRC marketplaces; and attractive
product, revenue, and profitability characteristics.
We continue to seek businesses to join the
Wilmington Group, with a highly active M&A
function exploring many options. To date, whilst we
have identified numerous businesses which meet
our required characteristics, valuation expectations
continue to remain high and we continue with our
disciplined approach. We will continue to explore
inorganic opportunities, whilst remaining focussed on
our organic growth.
Summary
Wilmington has transformed over the last four years
to become a digital first business, focussed on the
attractive GRC sector, reinvigorating and innovating
our products and services to develop deeper and
longer-term relationships with clients, focussed on
the Intelligence and Training & Education markets,
with a growth mindset at our core.
This new strategy is delivering, and key to this
transformation are our people and supporting
businesses who work tirelessly to constantly develop
and improve many aspects of what we do, how we do
it, and deliver increasing value to our customers.
The current financial year has started in line with our
expectations with continued organic revenue growth
and improved profits and cash.
Thank you to each and every one of my colleagues
for their commitment to Wilmington, for their passion
and expertise in their chosen areas, and for the
energy they bring to our many growth projects. Our
recently launched company values of Inclusivity,
Ambition, Curiosity, and Integrity resonate
well with our strategic ambitions and, with a
mindful eye on the geopolitical and economic
uncertainty, we look forward to
delivering our plans for FY24 and
beyond.
Last year’s results were our
strongest to date with continuing
revenues up by 9% and profits up
“
30% ”Mark Milner
22 September 2023
Chief Executive
Wilmington plc Annual Report and Financial Statements Review of
operations
Training &
Education
Revenue
Global2
UK and Ireland3
North America4
Continuing1
revenue
Continuing
operating profit
Margin %
Statutory revenue
Statutory
operating profit
2023
£’m
24.5
24.7
15.7
Absolute
variance
%
Organic1
variance
%
6%
12%
43%
4%
12%
31%
2022
£’m
23.2
22.1
11.0
64.9
56.3
15%
12%
16.1
25%
64.9
16.1
14.4
26%
61.4
16.0
11%
8%
6%
0%
12%
8%
The revenue split shown in this table is not a geographic split of revenues, the
split shows revenues of our business groupings within Training and Education
which are described below.
18
Business model and markets
The Global business comprises two units that
operate in Compliance markets. The largest
business, which was developed organically within
Wilmington, is the International Compliance
Association (‘ICA’). It is an industry body and
training business that was created in 2002 which
offers professional development and support to
compliance officers predominantly in the financial
services sector. It has offices in the UK, Singapore,
Malaysia and Dubai, and a new presence in India.
ICA primarily serves the financial services industry.
The material for ICA courses is developed by our
own internal R&D team, and external specialists.
We own the associated intellectual property.
Revenue earned by ICA is primarily training income
complemented by subscriptions paid by the
professional members for their ICA accreditations.
The courses ICA run usually extend over several
weeks or even months. They traditionally mix
distance learning with face-to-face sessions. The
distance learning element has transitioned to
online and digital variants, and virtual programmes
have been offered in place of face-to-face sessions.
To support the move to virtual training in ICA a
new Digital Learning Platform (‘hub’) is being
built – it was launched at the start of 2021 and
further developments are due for release in the
coming months.
The other Global business, CLTi, earns revenue from
running professional development programmes for
wealth managers. Wilmington has an international
presence, with centres in the UK, Europe, and Asia
Pacific. Our consistent investment programme
in content and technology is maintaining our
competitive positioning.
The UK and Ireland business predominantly
provides training for accountants in practice and
in business, and individuals involved in the legal
system, including lawyers. It runs a mix of face-
to-face, online, and blended learning for these
communities. It provides training at various levels
including providing continuing professional
development for existing qualified accountants
and, in the case of the legal profession, helping
them train their clients for interaction with the legal
system. Additionally, it provides technical support
to accountancy firms which enables them to keep
abreast of technical developments and changes to
regulation, as well as supporting them to promote
the services they then offer to their clients.
Mercia (accountancy) and Bond Solon (legal) are
predominantly UK and Ireland based, reflecting
the country specific laws and accounting standards
that govern their profession. Revenue in the unit
is earned through clients subscribing for ongoing
training support and other related activities over
a period of time (usually twelve months), with
the rest through one off course attendance fees.
Courses are typically single or half day events,
and content is a mix of owned and third-party
intellectual property. Courses are delivered either
by in-house experts or a network of independent
tutors who are paid per course that they deliver.
The Law for Non-Lawyers market is strong, with
good ongoing demand for existing products as well
as successful launches of new training courses.
The Accountancy market has returned to growth
following a dip due to Covid-19 and demand is
expected to benefit from upcoming regulation
change in the UK.
Wilmington plc Annual Report and Financial Statements Review of
operations continued
Wilmington plc Annual Report and Financial Statements
19
In the US, FRA increased revenues by 43%
(31% if currency gains are excluded) as
demand from both delegates and sponsors
grew strongly in the face of continuing
regulatory change.
Overall divisional operating profit increased
by 11%, mainly due to increased revenues.
The operating profit margin was slightly down
to 25% (2022: 26%) following increased
technology investment.
The North America business, FRA, is
predominantly events based. It serves the
US Healthcare and Health Insurance markets
and, to a lesser extent, the US financial and
legal service communities. The prime brand
is the RISE series of events that addresses
the Medicare and Medicaid markets and is
attended by health plans, physician groups
and solution partners. The flagship event is
RISE National which normally takes place
in March each year. Revenue from the US
events is generated from both sponsorship
and delegate sales.
Trading performance
Revenues grew 15%, 12% if currency gains
are excluded. All five of the businesses within
the division grew organically and recurring
subscription revenues grew 11%.
ICA revenues were up 6% as double-digit
growth in the UK was offset by a further drop in
Singapore revenues after the exceptional growth
there in FY21. UK saw double digit growth. CLTi
grew 4% and is focussed on increasing business
in new territories in FY24.
Bond Solon saw double-digit growth in
FY23, driven by a strong increase in demand
across the year. Mercia revenues grew 11%
in the year and moved above its pre-Covid-19
revenues.
Revenue grew 15% and
operating profits 11%
20
The MiExact business consists of a portfolio of data
products including charity fundraising information,
and marketing data suppression tools. They include
services that are used by organisations to help
prevent identify fraud. Revenue is predominantly
subscription based.
Trading performance
Overall Intelligence revenues from continuing
businesses grew 3%, 1% if currency gains are
excluded. All businesses except UK Healthcare grew.
Recurring subscription revenues grew 6% with strong
retention rates.
Healthcare revenues declined 1%, with UK revenues
down 4% offset by growth in France of 8% (6%
excluding currency gains). Market uncertainty led to a
loss of data revenue in the UK.
Financial Services revenues grew by 9%, 5% if
currency gains are excluded. Subscription revenues
grew 10% and were particularly strong in Axco.
Compliance Week grew sterling revenues but dollar
revenues slipped back 4%.
MiExact revenues grew 1% after a slow first half
was followed by a strong final quarter. Subscription
revenues grew 6% and had a retention rate of 99%.
Intelligence divisional operating profit from continuing
businesses grew by 20%, helped by continuing focus
on its cost base and automation of its processes.
Operating margins improved to 23% from 19%.
Business model and markets
Wilmington offers a wide range of products
and services through its Healthcare businesses
predominantly around the provision of market and
customer intelligence. The core of the data supplied
comes primarily from publicly available sources. The
value generated by our services is based around
its collation, verification, combination with other
complementary data sources and then its ease of
presentation and usage. In some areas we provide
proprietary analysis of the data and editorial comment
which constitute our own intellectual property.
Wilmington’s Healthcare businesses operate mainly
in the UK and France and provide deep insight
information on practitioners, facilities and treatments
in the UK and French health sector markets that
enable suppliers into those markets, including
pharmaceutical companies, to understand and connect
better with their customers. Revenue is mainly earned
through sales of discrete packages of data or through
subscription services for the ongoing provision of
information. Additionally, in the UK we publish the
Health Service Journal (‘HSJ’), the leading online
publication in the UK for healthcare leaders, with
revenue generated through providing subscriptions
to NHS foundation trusts, Clinical Commissioning
Groups, and suppliers to the NHS.
The Financial Services/Other businesses operate in
the Insurance, Pensions and Compliance markets.
These businesses provide a broad range of
information products and services with revenues
generated primarily through subscription but also
sponsorship, lead generation and event attendance.
Inese, the Spanish insurance business, was sold in
December 2022.
Review of
operations continued
Intelligence
Revenue
Healthcare5
Financial Services
and Other6
MiExact
Continuing
revenue
Continuing
operating profit
Margin %
Statutory revenue
Statutory
operating profit
2023
£’m
30.5
21.7
5.0
57.2
2022
£’m
30.8
19.8
5.0
55.6
Absolute
variance
%
Organic1
variance
%
-1%
-1%
9%
1%
3%
5%
1%
1%
13.0
10.8
20%
20%
23%
58.6
13.3
19%
59.6
-2%
1%
11.4
17%
20%
Overall Intelligence
revenues from continuing
businesses grew 3%,
1% if currency gains are
“
excluded ”
1. Organic – eliminating the effects of exchange rate fluctuations and the impact of acquisitions and disposals; Continuing – eliminating the effects of the impact of disposals; 2. ICA businesses and CLTi. 3. Mercia and Bond Solon. 4. FRA.
5. UK Healthcare and APM. 6. Pendragon, Axco and Compliance Week.
Wilmington plc Annual Report and Financial Statements Key performance indicators/
operational measures
Measuring
performance
At a Group level, we have five key financial and operational
measures
Throughout the Annual Report there is reference to the metrics set out below, which serve as
alternative performance measures. The KPIs below are all based on alternative performance
measures. Where adjusted measures are used in the report they are clearly presented and
specifically used to provide a balanced view of the Group and its performance. The Directors
believe that these measures, which are not considered to be a substitute for or superior to IFRS
measures, provide stakeholders with additional relevant information and enable an alternative
comparison of performance over time.
Organic revenue growth £’m
Definition and purpose
Calculated by adjusting the year-on-year revenue change to exclude the impact
of foreign currency exchange rate fluctuation and the impact of changes in the
portfolio from acquisitions and disposals.
£20.7m
+9%
This measure is used as it gives a comparable assessment of the growth of the business and of
its sustainability. Monitoring organic revenue growth also allows the Board to assess whether
action is needed to control other aspects of the Group’s financial performance such as managing
the cost base. Please refer to the Review of operations on pages 18 and 20 for a reconciliation.
Result
Annual Report and Financial Statements
21
21
Continuing adjusted profit before tax
(‘adjusted PBT’) £’m
25
20
15
10
5
0
24.1
18.6
15.0
11.9
£24.1m
+30%
2020 2021 2022 2023
Definition and purpose
Calculated as profit before tax excluding the impact of changes
in the portfolio from acquisitions and disposals, amortisation of
intangible assets excluding computer software, impairments, other
income (when it is material or of a significant nature), and other
adjusting items. This measure is considered to reflect profitability
of the Group before adjusting items and is a key metric used to
determine management incentives, including within the Directors’
bonus targets as set out in the Remuneration report. The Group
policy on adjusting items and the calculation of adjusted PBT are
set out respectively in notes 1 and 2 of the financial statements.
Amortisation of intangible assets excluding computer software are
excluded from adjusted PBT as they relate to historical acquisition
activity rather than the organic trading performance of the business.
This approach provides management with comparable information
for day-to-day decision making.
Result
Increased by 9% (2022:13%). We have also delivered 7% growth in recurring revenue, which
now represents 39% of total revenue.
Increased by 30% to £24.1m (2022: £18.6m) reflecting increased
revenues and a focus on operational efficiency and cost management.
Wilmington plc Annual Report and Financial Statements 22
Key performance indicators/
operational measures continued
Continuing adjusted basic earnings
per share p
25
Cash conversion %
Consistent and sustainable revenue streams %
20
15
10
5
0
21.27
16.72
13.6
10.7
21.27p
+27%
2020 2021 2022 2023
200
150
100
50
0
189
138
114
104
138%
2020 2021 2022 2023
40
35
30
25
20
15
10
5
0
38
38
39
37
39%
2020 2021 2022 2023
Definition and purpose
This key measure indicates the profit attributable to
individual shareholders. It measures not only trading
performance excluding the impact of changes in the
portfolio from acquisitions and disposals, but also
the impact of treasury management, capital structure
and bank and interest charges, as well as the efficient
structuring of the Group to appropriately manage tax.
Our business and financial strategies are aligned to
delivering consistent growth in continuing adjusted
earnings per share and our incentive programmes are
designed to support this strategy. Please refer to page
39 for a reconciliation.
Result
Increased by 27% to 21.27p per share (2022: 16.72p)
reflecting the increase in continuing adjusted profit as
discussed above. The underlying tax rate and number
of ordinary shares were essentially unchanged.
Definition and purpose
Definition and purpose
Cash conversion represents the
operating cash flow for the year as
a percentage of adjusted operating
profit before interest and amortisation.
This measure is used as an indicator
of successful stewardship of cash
resources and corroboration of the
quality of operating profits compared to
the associated cash flow. Please refer
to note 26 for a reconciliation.
Result
138% (2022: 114%) owing to a strong
year of converting profits into cash
through effective operational efficiency.
The Group continues to focus on a portfolio of assets based in key
professional markets, facilitated by excellence in technology and data
and dynamic sales and marketing. The development of a dynamic
product portfolio has driven the Group’s ambition to secure sustainable
revenue streams, with multi-year and subscription packages sold for
many revenue streams, including:
• data, information, intelligence and solution sales;
• professional education, training, events and services;
• professional accreditation and assessment; and
•
large, industry-leading annual events.
Result
Subscription and membership revenue was 39% (2022: 37%) of
Group revenue with the balance a mixture of revenue from annual
events and revenue from customers who have a history of repeat
purchase although not necessarily supported by formal multi-year
contracts. The renewal rate from subscription and membership
revenue was 92% (2022: 92%), reflecting Wilmington’s robust
product development process and high customer satisfaction.
Wilmington plc Annual Report and Financial Statements 23
Stakeholder engagement and non-
financial information statement
Stakeholder
value creation
Section 172 of the Companies Act 2006
The 2018 UK Corporate Governance Code highlights the importance
of Section 172 of the Companies Act 2006, requiring Directors to act
in a way that promotes the success of the Company for the benefit of
shareholders whilst simultaneously showing regard for the interest of its
other stakeholders.
The Board follows a robust decision-making process, which is designed to
ensure that any decisions made reflect Wilmington’s responsible business
culture. The key reference points for decision making by the Board are:
the impact on the Group’s overall strategic objectives; consideration of its
principal risks and uncertainties; and positive alignment with the core values
underpinning the Group’s sustainability strategy. At the heart of all of these
factors is consideration of the Group’s stakeholders, because it is these
groups who have the greatest potential to create positive outcomes for the
Group as it strives to create long term value.
Further details on this decision making process can be found in the
Corporate governance report on pages 60 to 67.
Wilmington plc Annual Report and Financial Statements Wilmington plc Annual Report and Financial Statements
24
working hard to find solutions to meet their needs.
Our key communication channels come in the form
of Customer Advisory Groups (‘CAGs’), feedback
surveys and maintaining strong relationships with key
account contacts. Central to our ambition of delivering
excellent customer experience is the progression of our
accessibility strategy, ensuring anyone who needs our
products and services can access them effectively.
Read more: page 34
Stakeholder engagement and non-
financial information statement continued
Our people
The delivery of the Group’s strategic objectives is
dependent on our ability to attract, develop and
retain a highly skilled and motivated workforce. We
strive to create an inclusive culture in which diversity
of thought, skills and perspectives helps us thrive.
We are committed to strong recognition and reward
strategies that fairly reflect the contributions our
people make to help us progress.
Engagement
Our employee engagement strategy focusses on
providing our people with platforms to actively
participate in the Group’s decision making processes,
and we are also committed to transparency around
the issues that matter most to them:
• Employee engagement survey results directly inform
the development of the Group People strategy.
• Global and brand level town halls provide a
forum for leaders across the business to engage
with all employees.
• Our internal intranet acts as a central policy and
guidance portal, and also a communication platform
for our employees to share experiences and network
across the Group.
• We are developing ‘Wilmington Communities’:
networks of people which stretch across diversity
dimensions that will actively inform our work to
create an inclusive workplace.
• Our performance development review process
encourages honest and open conversations about
personal development.
• We are an accredited Living Wage employer and
are committed to a fair and transparent reward and
recognition structure.
Several decisions are made every year that affect
our people, read more: pages 28-32
Shareholders
Support from our shareholders underpins the success
of our strategy. We aim to provide fair, balanced, and
understandable information to shareholders to clearly
demonstrate strategic progress.
Engagement
We maintain a strong reporting process with regular
digital content updates for shareholders via our website
throughout the year. Our interim and year end reporting
periods conclude with analyst briefing sessions and
investor roadshows, and our Annual General Meeting.
The Executive Directors maintain close contact with
shareholders and maintain strong relationships to
facilitate one-to-one engagements and conference calls.
One decision in the year which impacted shareholders is
dividends, see page 39.
Read more: page 66
Customers
Our customer-driven product management culture
is key to our success and ensuring that we truly
understand the needs of our customers is critical to
the viability of our future plans.
Engagement
We strive to put our customers at the heart of our
product management process, and this means
Stakeholder engagement and non-
financial information statement continued
Suppliers
Strong relationships with our suppliers are crucial
to ensure that the services we receive support the
delivery of our own products effectively. We are also
committed to ensuring mutually high standards of
responsible business from our suppliers.
Engagement
We maintain strong and accessible communication
channels with suppliers, to promote good
relationships and to set clear expectations of the
products and services we require. Our supplier code
of conduct clearly communicates to all our suppliers
the high standards of responsible business practice
we expect from them.
Read more: page 28
The environment and communities
we operate within
We have a responsibility to have a positive impact
on the environment and the communities we operate
within. This responsibility plays an important part
in protecting the wellbeing of our people, and in
contributing to the future health of our planet for the
benefit of all our stakeholders
Engagement
We are committed to carbon emission reductions,
demonstrated by the reduction in absolute emissions
since our baseline year, and our net-zero targets for
future progress. Our carbon neutral commitment
allows us to contribute further to carbon reduction
initiatives, including a certified biodiversity protection
programme that facilitates long term carbon storage.
25
Our community and charity policy encourages our
employees to engage positively with the communities
we work within and gives all our people the
opportunity to take paid volunteering leave.
Read more: pages 35-37, 50-56
In addition to the financial KPIs disclosed on page
21-22, the Group assesses performance using a
range of non-financial KPIs relevant to each brand
and function. The Group also uses non-financial KPIs
to assess its progress in relation to its sustainability
strategy, as outlined on pages 26-37.
Non‑Financial Information and Sustainability Statement
This index constitutes Wilmington’s Non-Financial Information and Sustainability Statement, produced to comply with Sections 414CA and 414CB of the Companies Act 2006.
Reporting requirement
Policies, processes and standards which govern our approach
Environmental matters
People
Carbon reduction plan, environmental management policy, risk management process and approach
to TCFD
Conduct and compliance policies, diversity and inclusion statement of intent, employee engagement
strategy and risk management process
Respect for human rights
Modern slavery statement and risk management process
Social matters
Stakeholder engagement strategy and sustainability strategy
Anti-corruption and anti-bribery
ABC policy, risk management process and supplier code of conduct
Business model
Business model, KPIs and stakeholder engagement strategy
Page(s)
35-37, 50-56
28-32, 46, 61
42-56, 34
23, 26-37, 60
23, 34, 41-44
18-25
Wilmington plc Annual Report and Financial Statements Sustainability
report
Responsible
business culture
Wilmington exists to empower its customers to do the right business in the right way. At
the heart of this commitment to customers is our own ambition to embed a responsible
business culture that informs the way we work. Our sustainability strategy is underpinned
by four core values that, collectively, reflect this ambition.
As we successfully drive progress against our broader strategic objectives, we remain committed to making
sustainable business decisions by taking an iterative approach to materiality. By continuing to listen to our key
stakeholders, via the channels outlined on pages 23 and 25, we continue to refine our sustainability strategy to
ensure that it drives long term value for all of them.
During 2023 we have made significant progress against the targets we set in 2022 for each strategic pillar of our
sustainability strategy. Our iterative approach has led us to further refining the priority initiatives in each of the four
strategic pillars, which is helping us to make progress and continue to set challenging targets for the future.
Led by our Head of Inclusion & Sustainability, we have built on our existing governance framework by
establishing our Global Sustainability Council. The Council is Chaired by the Chief Executive Officer, with each
strategic pillar being led by the Executive Committee. This provides strategic oversight and direction to the
delivering of priority initiatives, while ensuring our sustainability strategy is embedded into everything we do.
We have the best people working for Wilmington,
doing their best work with us. We care about them, include
them, and empower them. Our people are supported,
“
developed, recognised and rewarded fairly ”
26
Board oversight
Chair
Global sustainability council
Chief Executive Officer
Cultural
positivity
Customer
empowerment
Chief People
Officer
Chief Operating
Officer
Proactive
assurance
Environmental
responsibility
Chief Operating
Officer
Chief Financial
Officer
Wilmington plc Annual Report and Financial Statements Sustainability
report continued
Reporting and Communication
Core value and strategic pillar
1
Cultural positivity
2
Customer empowerment
3
Proactive assurance
4
Environmental responsibility
Core objective
Core objective
Core objective
Core objective
27
• Deliver products that are
accessible, high value, up to date
and move with industry trends.
Delivering stakeholder value
• Empowering our customers
ensures our products are closely
aligned to their needs.
• Our customer driven approach to
innovation helps us stay agile in
the face of change.
Meeting our 2023 targets
• Digital Accessibility Campaign
Phase 2 delivered.
• Quality Assurance Fundamentals
training rolled out.
• Progress against roadmap to
WCAG 2.1 AA standard.
• Uphold high standards related
to digital protection, regulatory
requirements, ethics, and
production.
• Reduce environmental impact
by minimising carbon footprint
and committing to responsible
procurement.
Delivering stakeholder value
Delivering stakeholder value
• Responsible digitisation and
ethical conduct echo our core
purpose and underpin our
digital-first approach delivering
the best-in-class digital products.
Meeting our 2023 targets
• >98% acceptance of cyber
security policy.
• 0 ICO reportable phishing
incidents resulting in the loss of
data.
• 100% of products subject to
continuous penetration testing.
• Committing to environmental
responsibility protects the future
of our people and demonstrates
to customers that we strive to
deliver products with minimal
environmental impact.
Meeting our 2023 targets
• Carbon reduction plan published,
and carbon reduction initiatives
progressed
• Salary sacrifice electric and
hybrid company car scheme
introduced as carbon lowering
employee benefit.
• Create an inclusive workplace
that supports, empowers,
develops, and fairly rewards all
our people.
Delivering stakeholder value
• Fostering a positive culture will
attract and retain the best talent,
accelerating delivery of our
strategy.
•
Investing in our people benefits
the communities we operate
in by delivering exceptional
employee experience.
Meeting our 2023 targets
• Progress against our Diversity &
Inclusion Strategy.
• Diversity data collected for 75%
of employees globally.
•
•
Improved employee engagement
scores against previous years.
Increased number of Mental
Health First Aiders (MHFA).
• Volunteer hours and fundraising
matching baselined.
The ongoing work to drive progress against the core objective of each pillar is discussed on pages 26 to 37.
Wilmington plc Annual Report and Financial Statements Sustainability
report continued
Our people have rich diversity, experiences,
knowledge, and perspectives which powers our
innovation and creativity to help our customers to do
the right business in the right way
28
we continued to collect rich diversity data to
help us better understand the composition of
our workforce. By asking our people to disclose
this data as part of our annual employee
engagement survey, we are able to better
understand the diversity characteristics of 75%
of our global workforce, which reflects a 94%
response rate to existing diversity monitoring
questions from those who received the
survey in locations where legislation allows
the collection of this information. Our data
collection approach was fully compliant with
the relevant regulations in each jurisdiction.
By harnessing this data to measure diversity
at Wilmington, we are better equipped to
build a workforce that reflects the diversity of
the communities we serve and work within.
Further details of the gender and ethnicity
balance within senior management specifically
are disclosed in the Corporate governance
report on page 61.
Cultural
positivity
During the year we continued to
make progress against our People
Strategy, delivering initiatives and
making changes to the way that we
work, so that we continue to create
an inclusive workplace to support,
empower, develop and fairly reward
all our people. This is reflected in our
progress implementing our Diversity
and Inclusion strategy and by our
investments in resources to create
a positive environment for all our
people to reach their full potential at
Wilmington.
Commitment to inclusivity
Our Head of Inclusion and Sustainability leads
our work to embed a culture of inclusivity at
Wilmington, which celebrates everything that
makes our people unique.
This is underpinned by the data we collect
about our people, which enables us to
understand and measure diversity and
inclusion at Wilmington; using data to guide
our strategy and areas of focus. As part of our
target for regular data collection and analysis,
Wilmington plc Annual Report and Financial Statements Wilmington plc Annual Report and Financial Statements
29
Sustainability
report continued
What makes our people unique?
Age profile
Ethnicity
20-24
25-29
30-34
35-39
40-44
45-49
50-54
55-59
2%
11%
14%
19%
16%
14%
11%
8%
60+
5%
White
Black
Asian
Mixed
82%
3%
8%
2%
Other ethnic group
1%
Prefer not to say
4%
Disability or long term health condition
Gender identity
20-24
25-29
30-34
35-39
40-44
45-49
50-54
55-59
2%
11%
14%
19%
16%
14%
11%
8%
60+
5%
No
90%
Yes
7%
Prefer not to say
3%
Female
Male
62%
35%
Prefer not to say
2%
Other
1%
30
Sustainability
report continued
How are we driving progress
We have made significant progress in delivering the impactful initiatives we set out
to in our Diversity & Inclusion strategy, across the whole of Wilmington. These aren’t
just one-off projects, but initiatives that are focussed on changing the way we work,
creating lasting impact, and weaving diversity and inclusion into everything we do. In
2023, we have made the following progress:
• Every brand and function within our portfolio has a dedicated Diversity & Inclusion
champion. Having worked with their team to localise the global strategy to make
sure it is most effective for their area, they are delivering against their plans.
• Building on the internal networks we established for Race and Ethnicity and
Gender, we have launched a campaign to build more Wilmington Communities.
• All advertisements for career opportunities are developed using a specialised
augmented writing platform, ensuring that our language is inclusive and that we
appeal to a diverse audience.
• We adapted our existing tools and processes to anonymise the CVs/resumes of
applicants to the career opportunities we advertise, reducing the opportunity for
bias in the process.
• We have developed our own hiring manager training to ensure our hiring
managers are fully equipped to reduce bias in the hiring process and to hire the
best people to join us.
• The collection of diversity data has been expanded further, to include socio-
economic status and neurodiversity, giving us greater insight into our people and
influencing our future initiatives.
We recognise the power of collaboration and shared expertise. Therefore, we work
with external networks, community and advocacy groups, and charities, to ensure
that our work incorporates emerging thinking and best practice, responds to what is
important to our people, and fosters accountability. We are proud to:
• Be a Committed Member of Inclusive Employers, collaborating with other
employers to share best practice.
• Continue to follow our roadmap to meet the commitments we made when we
signed the Business In the Community (BITC) Race at Work Charter.
• Be a member of the Business Disability Forum to accelerate our progress
from being Disability Confident Committed to becoming a Disability Confident
Employer.
• Have joined the Employers Initiative on Domestic Abuse (EIDA), to take action on
domestic abuse.
• Be an accredited Living Wage Employer, because we believe our people deserve a
wage which meets their everyday needs.
• Have signed the Menopause Workplace Pledge, committing to taking positive
action to make sure everyone going through the menopause is supported.
•
Inclusive Leadership has been built into our People Leader Programme, part of our
leadership and management development suite.
• Have participated in the 10,000 Black Interns programme, offering three paid
internships for Black students and graduates.
• More people have joined our #WeAreWilmingtonPlc campaign, encouraging our
people to share what is important to them and what makes them unique, so we
can celebrate the diversity of our people.
• We launched our Menopause Policy, setting out how we support people
experiencing perimenopausal or menopausal symptoms, and provided information
and awareness sessions to everyone.
• We launched our Early Careers Programme, attracting and recruiting a diverse
range of talent not limited by university education.
Investing in our people
• Our ambition to create a positive culture is also aligned to our commitment to
our customers, who trust us because we are experts in our field and help them
overcome their complex business challenges in GRC. To continue to support our
people to deliver excellent customer value, our People Strategy takes a holistic
approach to attracting, developing, and investing in talented people.
Wilmington plc Annual Report and Financial Statements 31
Sustainability
report continued
Investing in...
Learning and development
• Expanded our leadership and management development suite of learning to provide for aspiring managers through to our most experienced leaders.
•
Introduced a Wilmington mentoring scheme to nurture our talent, carefully structured to cater to the diverse needs and aspirations of our people, offering both
formal and informal mentoring opportunities.
• Set standards of capability for sales, product, technical training, and customer success roles, providing visibility of what excellence looks like at every level.
Wellbeing
•
•
Invested in providing dedicated focus to wellbeing with the appointment of our Engagement & Wellbeing Officer.
Implemented a Continued Professional Development accredited programme for all leaders and managers focused on Wellbeing, as well as continuing to develop and
support our Mental Health First Aiders and Wellbeing Champions.
• Offering extensive wellbeing-orientated benefits including global employee assistance programme, digital GP and healthcare support.
Recognition and reward
• Continued embedding our pay fairly and pay for performance philosophy by providing managers a set of tools to apply our pay principles consistently and without
bias.
• Maintained Accredited Living Wage Employer status.
• Completed in-depth global gender pay gap reporting as part of our strategy for closing the gap.
• Completed a comprehensive review of employee benefits, enhancing our offering.
Wilmington plc Annual Report and Financial Statements Sustainability
report continued
Monitoring progress
We continue to grow and evolve cultural positivity throughout Wilmington, and
our approach highly values engagement and involvement from our people to help
us to shape and enhanced their experience at work. In FY23 89% of our people
globally participated in our annual employee engagement survey, sharing valuable
insights into the issues that matter most to them. This feedback is one of the tools
we use to monitor our performance in respect of strong employee experience, and
influences our People Strategy.
Additionally, data collected around diversity demographics as disclosed on page
28 and 30 allows us to monitor the diversity of our people. We use this data to
view the insights provided in the employee engagement survey through a diversity
lens, to measure inclusion.
We are pleased to have met our target to maintain or improve our engagement
scores against key areas of focus since the FY20 baseline year. Where a score has
been maintained but not improved against the prior year, we have focussed on
accelerating the drivers of this change identified in our People strategy. We have
also given increased focus to communicating the progress against our People
Strategy to our people, to ensure that our that our people know their feedback has
been heard, acted upon, and can see and feel the impact of our commitment to
cultural positivity.
Further details of our approach to employee engagement can be found in the Section
172 statement on page 23.
We work with suppliers who have innovative
approaches to sustainability
Our colleagues visited the apiary of the supplier of cleaning
services to our London office, whose landmark and most popular
sustainability initiative is adopting a beehive with every new
client. This initiative means that we support a bigger urban bee
population in London and enhance biodiversity further.
32
Driver
Outcome
FY20
score
FY21
score
FY22
score
FY23
score
Diversity and
Inclusion
Training and
Development
Health and
Wellbeing
At Wilmington, people of all
backgrounds are accepted for
who they are1
My manager or mentor
encourages and supports my
development
Employee health and
wellbeing is a priority at
Wilmington
8.1
8.4
8.3
8.4
7.4
7.7
7.8
7.9
6.3
7.8
7.4
7.4
Our work in this area contributes to: SDG 3 Good health and wellbeing, SDG 5 Gender
equality and SDG 8 Decent work and economic growth, with a focus on the below
sub-indicators:
3.4 By 2030, reduce by one-third premature mortality from non-communicable
diseases through prevention and treatment and promote mental health and wellbeing.
5.5 Ensure women’s full and effective participation and equal opportunities for
leadership at all levels of decision making in political, economic and public life.
8.5 By 2030, achieve full and productive employment and decent work for all women
and men, including for young people and persons with disabilities, and equal pay for
work of equal value.
1. FY20-22: “People from all backgrounds are treated fairly at Wilmington”
In FY23, we overhauled our employee engagement survey to streamline the format, making it easier to understand and simpler for our people to complete. As a result, the outcomes we measure were also refined
Wilmington plc Annual Report and Financial Statements Sustainability
report continued
Customer
empowerment
“We are committed to embedding
a customer-led approach to
product development and
delivery. Our customers directly
inform our agenda, and by
creating accessible, high value and
up to date products we empower
them to realise maximum value
from our offering.”
We have continued to invest in initiatives
that further build our customer
empowerment culture, in which every
individual involved in the product cycle
is mindful of customer needs, and those
needs are reflected from development to
delivery. The underlying principles of this
product cycle are accessibility, innovation
and agility, and strong customer
engagement.
How we are driving progress
Principles
Outcomes
Investing in...
Accessibility
Our products are
accessible to all.
•
Sourced digital accessibility scanning tools and
developing processes to increase WCAG 2.1 compliance
across all sites, products, and associated collateral.
• Delivered Phase 2 of the Digital Accessibility Campaign,
providing live product audits, accessibility discovery
sessions, snapshot product audits, and awareness
raising events
Innovation and
agility
An embedded
dynamic product
management
approach that can
respond rapidly
to change whilst
maintaining high
quality outputs.
•
Implemented a single technology platform in each
division, with a shared infrastructure and common best
practice.
• Our Wilmington Product Academy delivered bespoke
product training to our people.
•
Embedded a philosophy of iterative product roll-outs to
produce relevant updates and stay close to change.
Strong customer
engagement
Customers directly
inform new product
development, and
we facilitate strong
communication
channels for customer
feedback.
•
•
Further enhanced data analytic capabilities to provide
high quality insight into our customers through real-time
performance monitoring and real-time user analytics.
Customer Advisory Groups (‘CAGs’) and customer feedback
mechanisms deployed for all key product groups, with
customer insight driving our development approach.
Our ambition to create an inclusive culture at Wilmington extends beyond our own
people, to the clients and customers we serve with products that are accessible
to all. At the heart of this ambition, and key to the ongoing success of our digital-
first model, is a high standard of digital accessibility across our product portfolio.
Therefore, as well as delivering our second successful Digital Accessibility
Campaign, we have progressed along our roadmap to achieving WCAG 2.1 AA
standards across our product portfolio.
Our accessibility agenda extends far beyond our digital assets, and is an integral part
of our wider Diversity and Inclusion strategy as discussed on page 28.
We provide opportunities for all
“I am very thankful to everyone who spent time with me during this experience; your knowledge and advice have been so valuable
and some I will never forget. I would also like to thank 10,000 Black Interns for connecting me with Wilmington plc and offering an
unforgettable experience.” – Tayo Tijani People Team intern, and participant in the 10,000 Black Intern programme
33
Digital Accessibility
Campaign Phase 2
Highlights
•
•
•
•
Four live product
audits, led by digital
accessibility experts
14 accessibility
discovery sessions,
exploring accessibility
best practice relating to
our products
Six ‘snapshot’ audits
of digital products,
providing insightful
recommendations for
improvements
Three awareness
events with thought
leaders and subject
matter experts.
Our work in this area
contributes to the UN
goal SDG 10 Reduced
inequalities, with focus
on sub-indicator 10.2:
By 2030, empower
and promote the
social, economic and
political inclusion of all,
irrespective of age, sex,
disability, race, ethnicity,
origin, religion or
economic or other status.
Wilmington plc Annual Report and Financial Statements Sustainability
report continued
Proactive
assurance
Ethical compliance
Responsible business practice is at the heart of our
strategy, and therefore we aim to instil a culture of
strong ethical compliance across the portfolio. Our ethics
policies are designed to provide clear and consistent
guidance to our people to ensure they contribute to
these high standards of ethical conduct, and are outlined
for all employees in our internal policies.
One of the key elements of our core value of cultural
positivity is that Wilmington reflects a safe and inclusive
working environment that encourages strong employee
engagement and participation by all. Management
encourages this by advocating universal openness and
transparency in respect of reporting non-compliance of
any form, with clear guidelines provided in the Group’s
ABC and whistleblowing policies. As we advocate high
standards of integrity internally, we echo this sentiment
in respect of our external stakeholders by taking a zero-
tolerance approach to any forms of unethical behaviour
within our wider operations and supply chains.
During the year we have:
• Reviewed and maintained the mandatory policy
acceptance process;
• Achieved >98% target for policy acceptance rate;
• Streamlined the content included in mandatory
compliance training to make it even more
impactful and effective; and
• Maintained the requirement to demonstrate a
commitment to responsible behaviour into our
supplier onboarding process.
Responsible digitisation
Our customers rely heavily on quality data and
advanced analytics provided by our Intelligence
division, and on reliable and engaging delivery formats
in our Training & Education division. This reliance
comes with positive assurance from our teams that
34
we take a proactive approach to uphold the highest
standards of cyber security and data privacy.
Our digital assurance process is governed by skilled
individuals who maintain high levels of control and
compliance and implement best practice in this area.
We are also dedicated to helping our technology
experts continue to stay ahead of the ever-evolving risk
of cyber security, with continuous update training and
dedicated resources to enhance awareness.
We remain committed to the highest standards of
compliance in this area and in the year we achieved our
goals to deliver:
• >98% acceptance of cyber security, acceptable
use and data protection policies
• 0 ICO reportable phishing incidents resulting in
the loss of data; and
• 100% of internal products undergo continuous
penetration testing.
Our work in this area contributes to
the UN goal SDG 16 Peace, justice
and strong institutions, with focus
on sub-indicator 16.6: Develop
effective, accountable and transparent
institutions at all levels.
We engage our customers in projects to support local communities
Many hands make light work – just ask the RISE conference attendees who spent a productive hour, prior to the
kick-off our conferences, packing meals as part of a commitment to make a difference in local communities. With
music blaring, the volunteers worked in an assembly-line fashion to pack thousands of meals for local families
facing food insecurity. Roughly 40 volunteers joined in for the first packing event at the Social Determinants of
Health Policy Forum held in Washington, D.C. in late November 2022. In one hour, volunteers packed 15,684
meals that were sent to the Capital Area Food Bank. The second one-hour food packing event took place in early
April at the Summit on Social Determinants of Health. Thirty volunteers helped to pack 15,120 meals for the
people of Chicago.
Wilmington plc Annual Report and Financial Statements Sustainability
report continued
Environmental
responsibility
Our commitment to environmentally responsible
operations is an essential part of our contribution to
creating a healthy planet for our people, our partners
and our local communities to prosper. Our biggest
direct impacts on the planet come from resource use
and emissions from our offices, and we continue to
focus on transitioning to sustainable materials and
methodologies to reduce this impact.
1. Nil carbon emissions achieved without associated carbon offset
35
Our reporting on energy use and GHG
emissions is in line with the Streamlined
Energy and Carbon Reporting (‘SECR’)
legislation. To reflect our commitment
to monitor, report and reduce our
environmental impact, we have also
increased the scope of our GHG
reporting to include Scope 1, 2 and 3
emissions in line with Science Based
Targets initiative recommendations.
Energy use and GHG emissions
have been assessed following the
ISO 14064-1:2018 standard and
using the 2023 emission conversion
factors published by the Department
for Environment, Food and Rural
Affairs (‘Defra’) and the Department
for Business, Energy, and Industrial
Strategy (‘BEIS’). The assessment
follows the market-based approach
for assessing Scope 2 emissions from
electricity usage. The operational
control approach has been used. All
Group entities have been included in
the assessment. Assurance over the
data used to calculate emissions has
been obtained from a reputable third-
party carbon assessment analyst. The
use of employee and turnover ratios
is important to reflect Wilmington’s
relative performance in relation to two
of the measures that fluctuate in line
with strategic business change.
Climate change, energy
and carbon reporting
In response to the climate crisis, we also
recognise the need to accelerate action
to ensure that our business plays an
active role in the global effort to address
the impacts of climate change and the
transition to a low carbon economy.
We maintain our commitment to carbon
neutrality by offsetting our Scope 1, 2
and controllable Scope 3 emissions,
through high quality accredited carbon
offset schemes focussed on biodiversity
protection and innovation in renewable
energy technologies.
We have set net-zero carbon targets
with a 2019 baseline year, aligned to
a 1.5°C trajectory, and have published
our carbon reduction plan to progress
against these goals. We have set
ambitious reduction targets in respect
of Scope 1 and 2 emissions well in
advance of 2050 and have worked hard
to set challenging targets in respect of
Scope 3 emissions despite the challenge
of managing emissions from sources we
do not directly control.
Our targets
Scope 1 and 2 emissions:
• Absolute1 zero by 2028
Scope 3 emissions:
• Near term: reduce by 52% from
baseline by 2030
• Long term: Net zero by 2045
Wilmington plc Annual Report and Financial Statements Sustainability
report continued
36
Global carbon footprint assessment
Emissions from:
Scope 1 – direct emissions
Scope 2 – indirect emissions
Total Scope 1 and 2 emissions
CO2 employee ratio Scope 1 and 2 (tonnes of CO2 per employee)
CO2 turnover ratio Scope 1 and 2 (tonnes of CO2 per £m revenue)
Scope 3 – other indirect emissions
Total (all Scope 1, 2 and 3)
Total UK energy consumption (kWh)
Total global energy consumption (kWh)
30 June 2019
Baseline Tonnes of
CO2e
30 June 2021
Tonnes of CO2e
30 June 2022
Tonnes of CO2e
30 June 2023
Tonnes of CO2e
Change since
baseline %
Change in
the year %
77.45
422.14
499.59
0.59
3.89
3,400.20
3,899.79
1,111,892
1,417,512
32.21
168.74
200.95
0.24
1.70
983.87
1,184.82
607,645
774,666
8.14
28.80
36.94
0.04
0.31
1,399.51
1,436.45
461,319
570,049
6.30
33.15
39.45
0.05
0.32
1,411.32
1,450.77
575,147
699,987
(91.9)
(92.1)
(92.1)
(91.5)
(91.8)
(58.5)
(62.8)
(48.3)
(50.6)
-22.6
+15.1
+6.8
+25.0
+3.2
+0.8
+1.0
+24.7
+22.8
The CO2 emission have not been split out between UK and offshore, as it is impractical to do so.
Reducing our environmental impact
Our Group strategy to drive investment in our technological and data capabilities,
continues to have a significant impact on our ability to work in innovative ways that
reduce our environmental impact. As we continue to balance and embed our hybrid
working capabilities and our ability to operate remotely whilst maintaining strong
personal connections and high product quality, we have seen some fluctuation in our
environmental footprint. Our progress over time is positive, but we are also working
to reduce the impact of our digital footprint on the environment through energy
consumption. We have significantly reduced our emissions from travel since our
base year, but in 2023 our emissions from travel have increased compared to 2022.
We are therefore closely monitoring this, and considering further initiatives to adapt
our approach to travel in a way that allows us to reap the benefits of face-to-face
interaction whilst minimising the associated carbon footprint.
We are also committed to reducing waste, and to minimising the carbon footprint
associated with the disposal of waste we do produce. Along with the measures
set out in our waste management policy on the Wilmington plc website, we are
also continually reviewing waste management with our landlords to reduce the
amount of our office waste going to landfill to 0%. Since 2021 we have reduced
the proportion of our waste that goes to landfill from 10% to 6% of our total.
We provide our people with volunteer leave to
support causes important to them
“I used my volunteer days to be able to volunteer at the Commonwealth
Games in Birmingham in the summer. I was based in the main
Alexandra Stadium and worked as an Honorary Steward which included
meeting & greeting spectators, carrying out safety checks and generally
doing all I could to create a great atmosphere for people to watch the
events. Being based there also meant I could watch some world class
athletes competing which was a highlight too.” – David Povey ICA
Wilmington plc Annual Report and Financial Statements
Sustainability
report continued
The key activities we have implemented, and continue to develop, to reduce our
environmental impact since our 2019 baseline year include:
• Performed a comprehensive review of office premises to consolidate our
operations and improve efficiency, reviewing this regularly;
• Secured renewable tariffs for energy use at 100% of our occupied UK sites;
• Collaborated with landlords and fellow tenants to consider solutions to further
reduce environmental impact, for example, the installation of solar panels at
one of our UK occupied sites;
• Refurbished office sites to upgrade to energy efficient lighting solutions;
• Consolidated resource use with a focus on reducing single use plastic, and
facilitated more effective waste management;
• Sustained the digitalisation of products to reduce the need for travel and
improve efficiency of delivery;
•
Increased the scope of employee engagement activities to raise awareness of
sustainability and encourage positive collective action;
• Updated our business travel policy to encourage the use of low carbon modes
of transport;
•
Introduced an electric and hybrid salary sacrifice car scheme as an employee
benefit; and
•
Introduced environmental commitments into our supplier code of conduct.
Further details of our response to climate change are outlined in our TCFD
reporting index on page 50-53.
Our work in this area contributes to SDG 12 Responsible consumption and production,
and SDG 13 Climate action, specifically 12.2: By 2030, achieve the sustainable
management and efficient use of natural resources and 12.5: By 2030, substantially
reduce waste generation through prevention, reduction, recycling and reuse.
37
2021 waste disposal routes
Recycling
60%
Incineration with energy recovery
30%
Landfill
10%
2022 waste disposal routes
Recycling
65%
Incineration with energy recovery
29%
Landfill
6%
2023 waste disposal routes
Recycling
63%
Incineration with energy recovery
31%
Landfill
6%
Wilmington plc Annual Report and Financial Statements
Financial review
38
Strong growth in revenue, profits
and cash
Adjusting items, measures
and adjusted results
In this Financial review reference is
made to adjusted results as well as
the equivalent statutory measures.
The Directors make use of adjusted
results, which are not considered to
be a substitute for or superior to IFRS
measures, to provide stakeholders
with additional relevant information
and enable an alternative comparison
of performance over time. Adjusted
results exclude amortisation of
intangible assets (excluding computer
software), impairments, other income
(when material or of a significant
nature) and other adjusting items.
Revenue
Group revenue increased 2.0% overall
and 6.7% on an organic basis, the
overall increase reflecting £0.3m of
foreign currency downside and the
impact of disposals. Full details can be
found in the Review of Operations.
Revenue
Adjusted profit before tax
Adjusted profit margin %
2023
£’m
123.5
24.3
19.7%
2022
£’m
121.0
20.7
17.1%
Absolute variance
£’m
2.5
3.6
%
2.0%
17.6%
Organic1
variance
%
6.7%
13.3%
Variances described as ‘organic’ are calculated by adjusting the revenue change
achieved year-on-year to exclude the impact of changes in foreign currency
exchange rates and also to exclude the impact of changes in the portfolio from
acquisitions and disposals.
Operating expenses before amortisation of intangible
assets (excluding computer software) and impairments
Operating expenses before amortisation of intangible assets (excluding computer
software) and impairments were £99.4m (2022: £99.4m), flat year on year.
Within operating expenses, staff costs increased £1.1m to £56.3m (2022:
£55.2m). This net increase reflects the inflationary pay rise at the beginning of
the year. The increases were partly offset by salary cost savings generated from
a reduction in headcount post disposals. Share based payment costs increased
£0.3m due to the 2023 SAYE scheme which commenced in the year.
Non-staff costs decreased by £1.1m to £43.1m (2022: £44.2m), reflecting the
costs saved due to the sale of Inese and the reduction in amortisation of computer
software within intangible assets year on year.
Overview
The Group performance was
strong during the year, driving
organic growth in revenue
and profit and reinforcing the
strength of the balance sheet,
reflected by the closing net
cash position.
Wilmington plc Annual Report and Financial Statements Financial
review continued
Unallocated central overheads
Unallocated central overheads, representing Board
costs and head office salaries, as well as other centrally
incurred costs not recharged to the businesses,
decreased £0.8m year-on-year to £3.7m (2022: £4.5m).
Adjusted profit before tax
(‘adjusted PBT’)
As a result of increased revenue and a continued
focus on operational efficiency and cost
management, adjusted profit before tax, which
eliminates the impact of amortisation of intangible
assets (excluding computer software), impairments,
other income and other adjusting items, was up
17.6% to £24.3m (2022: £20.7m).
Adjusted profit margin (adjusted PBT expressed as
a percentage of revenue) also increased to 19.7%
(2022: 17.1%).
Amortisation excluding computer
software, impairment charge and
other income
Amortisation of intangible assets (excluding
computer software) was £2.4m (2022: £2.4m)
representing intangible assets acquired as part of
prior year acquisitions.
Operating profit (‘EBITA’)
Operating profit was £23.8m (2022: £37.0m). The
large decrease is driven by the £16.3m gain of the
sale of AMT and La Touche (Inese sale: £2.2m for
FY23 comparison) and the adjusting other income
(profits on sale of property) all in the prior year.
Net finance costs
Net finance income up £1.2m to £0.2m (2022: net
finance costs of £0.9m), primarily related to the
interest received on the large cash balance the Group
maintained during the full year.
Profit before taxation
Profit before taxation was £24.0m (2022: £36.1m); a
reconciliation of this to adjusted profit before tax can
be found in note 2.
Taxation
The tax charge for the year was £3.8m (2022: £3.3m)
reflecting an effective tax rate of 15.9% (2022: 9.1%).
The increase in the tax rate year-on-year reflects the
nature of other operating income and adjusting items,
specifically the gain on disposal of businesses in 2022
vs 2023 which were not subject to corporation tax.
Other income represents the net gain of £2.2m from
the disposal of Inese.
Adjusted earnings (note 9)
Remove profit after tax of sold and closed businesses
Continuing adjusted earnings
Adjusting items within operating
expenses
Adjusting items within operating expenses of £0.1m
(2022: £0.1m) are those items that are one off in
nature and which do not represent the ongoing trading
performance of the business.
39
The underlying tax rate which ignores the tax effects
of adjusting items has risen slightly to 22.3% (2022:
21.0%). The increase reflects the UK corporation tax
increase from 19% to 25% in April 2023, one quarter
of which applies to FY23.
Earnings per share
Adjusted basic earnings per share increased by 15.2%
to 21.49p (2022: 18.66p), due to the increase in
adjusted profit before tax, offset by a slight increase in
the underlying tax rate (see above) and an essentially
unchanged number of issued ordinary shares (see
below). Basic earnings per share was 22.94p (2022:
37.46p) in the prior year, reflecting the decrease in
profit after tax.
Continuing adjusted basic earnings per share,
excluding the results of sold and closed businesses,
increased by 27.2% to 21.27p (2022: 16.72p), see
reconciliation below.
2023
£’m
18.9
(0.2)
18.7
2022
£’m
16.3
(1.7)
14.6
Weighted average number of ordinary shares (note 9)
88,027,119
87,632,022
Continuing adjusted basic earnings per share
21.27p
16.72p
27.2%
Number
Number
Variance
Wilmington plc Annual Report and Financial Statements
Financial
review continued
Dividend
A final dividend of 7.3p per share (2022: 5.8p) will be
proposed at the AGM. This will give a full year dividend
up 22% to 10.0p (2022: 8.2p) and dividend cover of 2.1
times (2022: 2.3 times).
If approved it will be paid on 28 November 2023 to
shareholders on the register as at 3 November 2023 with
an associated ex-dividend date of 2 November 2023.
Balance sheet
Non-current assets
Goodwill at 30 June 2023 was £60.6m (2022:
£61.1m). A weakening US Dollar led to a decrease
in the Sterling value of the US Dollar portion of the
Group’s goodwill.
Intangible assets decreased by £3.7m to £5.7m (2022:
£9.4m) due to amortisation of £4.1m, partly offset by
additions of £0.6m within computer software reflecting
the Group’s continued strategy to invest in the existing
businesses to fuel organic growth. Additions reflect
the continued investment in Wilmington’s digital
transformation. The remaining decrease reflects
exchange translation differences.
Property, plant and equipment increased by £0.1m
to £7.0m (2022: £6.9m). This is attributable to the
£1.9m increase in the right of use assets due to the
new France and USA leases entered into during the
year, together with £0.5m of other additions, offset by
depreciation of £2.3m.
Deferred consideration receivable
The deferred consideration receivable balance of
£1.9m (2022: £1.7m) relates to the disposal of ICP
in July 2018 and the deferred consideration from the
sale of Inese (see note 10), with £1.1m recognised
within non-current assets and the remaining £0.8m
recognised within current assets.
Trade and other receivables
Trade and other receivables remained relatively
constant at £27.4m (2022: £27.1m).
Current tax liability
At 30 June 2023 the Group recognised a liability
relating to current tax of £0.1m (2022: asset
£1.3m). The net liability position reflects a slight net
underpayment position.
Trade and other payables
Trade and other payables increase by £5.7m to
£56.0m (2022: £50.3m). Within this, subscriptions
and deferred revenue increased by £2.3m or 7.1% to
£33.7m (2022: £31.4m), the rest of the increase is
due to payment timings. This increase in subscriptions
and deferred revenue was driven mostly by the
growth of subscription services in the year.
Provisions
Provisions were £1.2m (2022: £1.5m), relating wholly
to future committed costs associated with the closed
portion of the head office space.
Net cash, lease liabilities and
cash flow
Net cash, which includes cash and cash equivalents,
cash classified as held for sale, bank loans and bank
overdrafts, and lease liabilities, was £35.0m (2022:
40
£13.0m). This significant net cash position is driven
by a strong trading performance delivering improved
profits and effective cash management as well as a
cash inflow associated with the sale of Inese.
Lease liabilities decreased to £7.2m (2022: £7.5m).
£2.1m cash payments in relation to contractual lease
obligations were made during the year reducing the
balance, offset by the new France and USA leases
mentioned above and £0.2m of notional interest on
lease liabilities reported within net finance costs.
Cash conversion remained strong at 138% (2022: 114%).
Share capital
In October 2022 Wilmington issued 340,052 ordinary
voting shares to satisfy the Company’s obligations
under its Performance Share Plan.
During the year 30,215 shares held by the Employee
Share Ownership Trust (‘ESOT’) were used to satisfy
the Company’s obligations under the SAYE Plan. At
30 June 2023, the ESOT held 352,651 shares (2022:
403,782) in the Company, which represents 0.4%
(2022: 0.5%) of the called up share capital.
60,762 shares held in treasury were used to satisfy
the Company’s obligations under the SAYE Plan
during the year. At 30 June 2023, 5,208 shares (2022:
65,970) were held in treasury, which represents 0.1%
(2022: 0.1%) of the share capital of the Company.
Guy Millward
Chief Financial Officer
22 September 2023
Wilmington plc Annual Report and Financial Statements 41
Risks and uncertainties
facing the business
Identifying and
managing our risks
Responsibility for the Group’s system of risk management and
internal controls ultimately lies with the Board. Risk identification,
assessment and management are central to the Group’s internal
control environment, and risk management is recognised as an
integral element of the Group’s operating activities.
The Board is also responsible for determining the Group’s appetite
for risk, and the acceptable level of risk that can be taken on by
the Group and its individual operating entities when assessing its
strategic objectives (‘Wilmington risk appetite’). The Board sets and
clearly communicates its local risk appetite to the business leaders
responsible for executing their activities in various locations across
the global portfolio. The guidelines set in response to the Group’s risk
appetite are complemented by the Group’s comprehensive portfolio of
policies governing conduct, including its Anti-Bribery and Corruption
(‘ABC’) and Modern Slavery guidelines, and in accordance with
delegated authority limits. The Group’s risk assessment covers a three
year period, as is consistent with the period of assessment used in its
strategic planning process and viability review.
The Wilmington Executive Committee coordinates and facilitates
the risk assessment process on behalf of the Board. The Executive
Committee reports directly to the Board using a combination of
structured formal interviews, monthly operational updates, site visits,
‘bottom up’ reporting and registers (together, the ‘risk assessment’).
The risk assessment covers both external and internal factors and
the potential impact and likelihood of those risks occurring. Twice per
annum the Audit Committee discusses the report received from the
external auditor regarding their review and audit procedures, which
include, comments on their findings on internal control and risks.
Once identified, risks are reviewed and then incorporated into formal
risk registers held at both a Group and entity level, which evolve to
reflect any changes to identified risks and the emergence of any new
risks. Where it is considered that a risk can be actively mitigated to
the benefit of the business, responsibilities are assigned, and action
plans are agreed.
As well as assessing ongoing risks the Executive Committee
considers how the business could be affected by any emerging risks
over the long term. Emerging risks are those which may develop
but have a greater uncertainty attached to them. Twice per annum
Managing Directors (‘MDs’), and Heads of Group Functions are
asked to highlight any new or emerging new risks; these are then
reported to the Board and monitored on an ongoing basis.
Our risk assessment process provides a clear framework for
identifying and managing risk, both at an operational and
strategic level, and has been designed to be appropriate to the
ever-changing environments in which we operate.
Risk management structure, roles
and responsibilities
The Board regularly reviews the Group’s key risks and
is supported in the discharge of this responsibility
by various committees, specifically the Audit
Committee. The risk management roles and
responsibilities of the Board, its committees
and business management are set out below,
and all these responsibilities have been met
during the year.
Wilmington plc Annual Report and Financial Statements Risks and uncertainties
facing the business continued
42
Board
Ultimate responsibility for
risk management
Responsibilities
• Approve the Group’s strategy and objectives
• Determine Group appetite for risk in achieving its
• strategic objectives
• Establish the Group’s systems of risk management and internal
control
Audit Committee
Supporting the Board
Responsibilities
• Supports the Board by monitoring risk and reviewing the
effectiveness of Group internal controls, including systems
to identify, assess, manage and monitor risks
Executive Committee
Ongoing review and
control
Responsibilities
• Strategic leadership of the Group’s operations
• Ensure that the Group’s risk management and other policies are
implemented and embedded
• Consider emerging risks in the context of the Group’s
strategic objectives
• Monitor the application of risk appetite and the effectiveness of risk
management processes
• Monitor the discharge of responsibilities by operating entities
Actions
• Assess managements strategic decisions in the context of the Group’s risk appetite
• Receive regular risk updates from the businesses
Actions
• Receive regular reports on the internal and external audit and other assurance activities
• Determine the nature and extent of the principal Group risks and assess the effectiveness
of mitigations
• At least annually review the effectiveness of risk management and internal control systems
• Review the adequacy of the Group’s key conduct policies
Actions
• Review of risk management and assurance activities and processes
• Respond to notifications of changing and emerging risks within its area of business responsibility
• Govern monthly/quarterly finance and performance reviews
• Review key risks and mitigation plans and consolidate Group risks
• Review the three year strategic plan
• Review results of assurance activities
• Escalate key risks to the Board
Senior Leadership
Team
Ongoing risk
assessment
Responsibilities
• Maintain an effective system of risk management and internal
control within their function/operating company
• Maintain strong and timely communication with the Executive
Committee in respect of emerging and changing risks
Actions
• Regularly review operational, project, functional and strategic risks
• Review mitigation plans
• Plan, execute and report on assurance activities as required by entity, region or group
Wilmington risk appetite
The Group’s approach is to minimise exposure to
reputational, financial and operational risk, whilst
accepting and recognising a risk/reward trade-off in
the pursuit of its strategic and commercial objectives.
tolerance for risks relating to non-adherence to laws
and regulations (‘unacceptable risk’). The business,
however, operates in a challenging and highly
competitive marketplace that is constantly changing
not just in regulation and legislation but also for new
technology and process innovation.
The provision of solutions primarily to the
Governance, Risk and Compliance markets means that
the integrity of the business and its brands is crucial
and cannot be put at risk. Consequently, it has zero
It is therefore part of day-to-day planning to make
certain financial and operational investments in
pursuit of growth objectives, accepting the risk that
the anticipated benefits from these investments may
not always be fully realised. Its acceptance of risk
is subject to ensuring that potential benefits and
risks are fully understood and sensible measures to
mitigate risk are established.
Wilmington plc Annual Report and Financial Statements Risks and uncertainties
facing the business continued
43
Climate change
The Group recognises that the global climate crisis is a significant driver of future
socio-economic and environmental change, and accordingly presents potential risk
to the Group’s ability to deliver its strategic objectives.
In the 2022 risk assessment and strategic planning processes, the Group
conducted a detailed review of the potential risks that may arise as a result of
climate change. Following the review management concluded that impacts of
climate change should continue to be high on the agenda of its strategic planning
and risk assessment processes, but should not be classified as a discrete principal
risk, justified by two key outcomes:
1. The review demonstrated that the Group’s business model and strategy have an
inherent resilience to the impacts of climate change for the following reasons:
• Lack of direct reliance on the natural resources impacted most heavily by
climate change to deliver its products;
• Proven agility and resources to facilitate relocation of operations and events
or transition to digital alternatives if an extreme climate event occurs;
• Presence across different markets in different locations and no significant
customer concentration in the sectors at most risk of severe disruption from
climate change; and
• Strong alignment of its core offering to potential transition impacts
specifically in relation to new policy, regulatory change, and data and
information insights and analysis.
2. The business risks associated with climate impacts identified in the review
are strongly aligned to those that already sit on the Group’s risk register.
The potential for climate change to significantly disrupt the Group’s operations
would manifest itself either through physical disruption to our people,
customers, suppliers and their working environments or through market
disruption triggered by the transition to a low carbon economy. The risks
associated with these disruptions are specifically addressed by our existing
principal risks, and therefore the Board gained comfort that the management
of climate change risks is well aligned to, and can be effectively integrated
with, the existing principal risk mitigation strategies.
1. FootnotesWilmington plc Annual Report and Financial Statements Risks and uncertainties
facing the business continued
Details of the specific impacts considered and how these align to our
existing principal risk mitigation strategies are disclosed on pages
41 to 49.
Principal risks and uncertainties
During the year the Directors have carried out an assessment of
the principal risks facing the Group – including those that would
threaten its business model, future performance, solvency or
reputation. The ten key risks and uncertainties relating to the
Group’s operations, along with their potential impact and the
mitigations in place, are set out below. There may be other risks and
uncertainties besides those listed below which may also adversely
affect the Group and its performance. More detail can be found in
the Audit Committee report on pages 68 to 70.
As part of their assessment, the Directors reviewed the principal
risks in the context of their potential impact on the Group’s ability to
achieve its strategic objectives as set out on pages 38 to 40.
The Group’s sustainability strategy defines the responsible business
culture advocated by the Board that directly contributes to the
effective management of the Group’s risks, helping to enhance the
delivery of its broader strategic objectives. Therefore the four pillars
of the sustainability strategy have been mapped to any principal
risks for which the associated activities contribute a valuable
element of the mitigative action, being: Cultural positivity (‘CP’),
Customer empowerment (‘CE’), Environmental responsibility (‘ER’)
and Proactive Assurance (‘PA’).
In summary, our principal risks in the context of the strategic goals
and viability review are mapped over a three year period as follows:
44
9
1
2
10
5
3
6
4
7
8
h
g
H
i
%
0
8
>
i
m
u
d
e
M
%
0
8
-
0
2
d
o
o
h
i
l
e
k
L
i
w
o
L
%
0
2
<
Low
<£1m
Financial impact
Medium
£1-2m
High
>£2m
1. Market and innovation
2.
3.
4.
5.
Lack of changes to regulations and legislation
People
Intellectual property rights infringement
Failure or significant interruption to IT systems
causing disruption to client service
6.
7.
Technology and speed of change
Remoteness of operations and globalisation
8. Dependency on key data sources
9. Major incidents
10. Reputational risk.
Wilmington plc Annual Report and Financial Statements
Risks and uncertainties
facing the business continued
45
Key risk 1. Market and innovation
Key risk 2. Lack of changes to regulations and legislation
Supporting sustainability pillar(s): CE
PA
Supporting sustainability pillar(s):
CE
PA
Description
Description
The specialist markets we serve are highly competitive; these markets experience growth, decline,
consolidation and disruption which change customer needs and preferences.
These factors combined mean that if we do not continually innovate and invest in our business we will
not deliver the organic growth required to maintain acceptable margins and best in class returns over
the long term.
Wilmington’s businesses operate in the GRC markets. The product portfolio is therefore heavily centred
around helping customers manage the operational complexity and increased risk caused by wide-
ranging laws, regulations and legislation.
Changes to the regulatory landscape offer opportunities for Wilmington to leverage its knowledge and
expertise to assist clients and customers with the change.
Mitigation
Product management is a key area of focus for the progression of the Group’s strategic objectives.
The Group has a dedicated New Product Development (‘NPD’) framework, managed by an Investment
Committee. The objectives of the Committee are to actively encourage innovation whilst maintaining
strong governance and rigour around internal investment and provide detailed post-investment
appraisal.
Depending on the size of the initiatives, Board or Investment Committee approval is required to ensure that the
Group’s significant projects are aligned to the overall strategy.
Within the NPD framework, we have implemented a methodology which involves stripping back
requirements to the ‘minimum viable product’ which serves the fundamental needs of our customers
and then adopting ‘Customer Advisory Groups’ to learn what additional features would be of value to
our customers. This iterative roll-out process ensures more effective and focussed product development
that continually responds to customer needs.
This approach has proven highly effective in the ongoing development of our hybrid delivery model, and in
respect of product enhancements that differentiate our offering and define our competitive advantage.
A lack of regulatory change would reduce new opportunities for growth and demand for existing
products and services.
Mitigation
We actively monitor Government regulatory bodies and relevant committees to ensure that we
understand the future landscape. This enables us to position both our existing and new products and
services to help better deliver to our clients and customers.
Local plans are updated as part of the internal strategic planning process to enable us to respond
quickly to market information and economic trends. Continual monitoring of market conditions and
market changes against our Group strategy, supported by the reforecasting and reporting in all of our
businesses, is key to our ability to respond rapidly to changes in our operating environment.
The ongoing volatility of the global economy, and associated societal impacts, indicates that continued
regulatory and legislative change is likely in the short to medium term. However, the Group continues to
innovate and diversify its product portfolio by offering more value-added products which are less dependent
on changes in regulation. A core focus of our model, and a key characteristic of our business, is our ability to
leverage our strengths to quickly adapt to changing customer requirements. This agility has underpinned the
agility of our business model to continue to deliver growth during periods of significant uncertainty and change.
Change since 2022
Same risk →
Change since 2022
Same risk →
Supporting sustainability pillars
CP
Cultural Positivity PA
Proactive Assurance CE
Customer Empowerment ER
Environmental Responsibility
Wilmington plc Annual Report and Financial Statements
Risks and uncertainties
facing the business continued
46
Key risk 3. People
Key risk 4. Intellectual property rights infringement
Supporting sustainability pillar(s):
CP
ER
Supporting sustainability pillar(s):
PA
Description
The implementation and execution of our strategies and business plans depend heavily on our ability
to recruit, motivate and retain a diverse workforce of skilled employees and management – particularly
senior management, subject matter experts and those with technology and data analytics capabilities.
An inability to recruit, motivate or retain such people could adversely affect our business performance.
Failure to recruit and develop a diverse talent base for the Group that does not reflect the diversity
of the customers we serve could also adversely affect our reputation and business performance
Mitigation
We advocate positive employee experience as a core priority for all parts of our business, and we have
a comprehensive People strategy to support this ambition.
The work of our People team covers an extensive range of issues that contribute to the development
of a positive culture that is vital as we attract, retain and develop talent.
The work of the People team, with the sponsorship of the Board and the Executive Committee, delivers
a wide range of services to enhance employee experience. These are underpinned by dedicated strategies
that drive progress across the following key areas of focus:
Description
Protection of our intellectual property builds competitive advantage by strengthening barriers to entry.
Our intangible resources include data, processes, technological know-how, branding and our workforce.
Intellectual property rights are integral to theGroup’s success.
Mitigation
We take a zero tolerance approach to any intellectual property infringement and will take all necessary
action to enforce our rights and proactively identify infringements.
Wilmington’s policy is to litigate against any infringement of our intellectual property rights.
Operating businesses are actively encouraged todevelop and protect the know-how in local
jurisdictions.
Change since 2022
Same risk →
• Diversity and Inclusion;
• Reward and recognition;
• Talent acquisition and development;
• Wellbeing; and
• Engagement.
The Group operates a competitive remuneration package that is enhanced by share plans for certain
senior management, and also operates a Save As You Earn scheme for UK employees to further align the
interests of employees and shareholders.
Change since 2022
Same risk →
Supporting sustainability pillars
CP
Cultural Positivity PA
Proactive Assurance CE
Customer Empowerment ER
Environmental Responsibility
Wilmington plc Annual Report and Financial Statements
Risks and uncertainties
facing the business continued
Key risk 5. Failure or significant interruption to IT systems causing
disruption to client service
Key risk 6. Technology and speed of change
Supporting sustainability pillar(s):
PA
47
Supporting sustainability pillar(s):
PA
Description
Major failures in our IT systems may result in client service being interrupted or data being lost/
corrupted causing damage to our reputation and/or a decline in revenue.
There is a risk that a cyber attack on our infrastructure by a malicious individual or group could
be successful and impact critical systems used across the Group.
Mitigation
Our IT infrastructure is supported by a UK based third-party specialist, and is consistently reviewed and
improved to ensure the best quality experience for both our employees and our customers. As part of
the management strategy we have a shared hosting facility for our internal systems, giving us Tier 3
and ISO 27001 data centres for extra security and a common disaster recovery position.
We continued to focus on recruitment, retention and training of highly skilled internal IT and data
specialists to ensure we demonstrate best practice service management.
We continue to roll-out mandatory cyber security training for all staff to increase the awareness of this
increasing threat. In addition, our outsourced IT infrastructure partner proactively monitors our network
periphery for potential cyber-attacks. We also run education and simulations of cyber-attacks for staff
to further increase awareness and reduce this risk.
Specific back-up and resilience requirements are built into our systems and we are increasingly
becoming more cloud based.
Our critical infrastructure is set up so far as is reasonably practical to prevent unauthorised access and
reduce the likelihood and impact of a successful attack.
Business continuity and disaster recovery plans are in place and are assessed continually to ensure that
they cover the residual risks that cannot be mitigated.
The Group also outsources the hosting of all websites improving resilience, efficiency and scalability.
Change since 2022
Same risk →
Supporting sustainability pillars
Description
Digital and technological transformation is now moving at a fast pace across the globe, disrupting value
chains and transcending the traditional ways of conducting business.
Digitisation continues to drive significant change in our customers’ business models, and in their
appetite for products that align to these changes. Although digital and technological transformation
offers Wilmington opportunities for growth and value creation, it comes with its own set of challenges
and risks.
The emergence of generative AI tools to create appealing products poses a risk. The power of AI to
swiftly generate innovative offerings that some customers find attractive poses a threat for Wilmington.
Mitigation
Our NPD process described in key risk 1 enables and encourages product innovation throughout our
business. This has improved our rate of innovation to deliver ‘client centric’ products.
Our Technology and Data teams have a significant range of valuable experience, including that gained
in mature digital organisations. We actively deliver projects in an ‘agile’ fashion using strong product
management methodologies.
The rapid digitisation of our business in response to the Covid-19 pandemic demonstrated our ability
to rapidly adapt to change in this area. The lessons learnt in that period of rapid transformation continue
to guide our strategies for future development and effective mitigation of the risk that we will be
challenged by rapid technological change.
Change since 2022
Same risk →
CP
Cultural Positivity PA
Proactive Assurance CE
Customer Empowerment ER
Environmental Responsibility
Wilmington plc Annual Report and Financial Statements
Risks and uncertainties
facing the business continued
48
Key risk 7. Remoteness of operations and globalisation
Key risk 8. Dependency on key data sources
Supporting sustainability pillar(s):
PA
Supporting sustainability pillar(s):
PA
Description
A key operational risk emanates from the remoteness of operations away from key management
personnel, and from the increasing global spread of our businesses.
There is a currency risk from operating in a large number of countries.
Mitigation
Control is exercised locally in accordance with the Group’s policy of autonomous management. We seek
to employ high quality local experts.
The Executive Committee ensures that overall Group strategy is fulfilled through ongoing review of the
businesses. The creation of centrally managed and divisional level oversight of finance, technology and
people strategies provides a central insight into local operations and allows more central control than
would be possible with geographically distributed functions.
Description
Wilmington generates a significant amount of revenue from the sale of, or the licensed access
to, data. This data is often sourced from third parties who provide to Wilmington either exclusive
or non‑exclusive licences to use the data.
There could be a significant decrease in the Group’s revenue if Wilmington were to lose these licences
completely or in the case of exclusive arrangements if we were to lose the exclusive rights.
Mitigation
We monitor key data licence contracts across the business to ensure that all key contracts that are close
to expiring are identified as early as possible.
We have close working relationships with the third parties to these contracts and aim to start
negotiations to extend the contracts at an early stage to give Wilmington the best possible chance
of renegotiating and extending the contracts.
We manage currency risk in local operations by matching revenue and costs in the same currency,
closely monitoring our cash position and, where applicable, taking a low risk approach when applying
treasury policy.
Change since 2022
Same risk →
Change since 2022
Same risk →
Supporting sustainability pillars
CP
Cultural Positivity PA
Proactive Assurance CE
Customer Empowerment ER
Environmental Responsibility
Wilmington plc Annual Report and Financial Statements
Risks and uncertainties
facing the business continued
49
Key risk 9. Major incidents
Key risk 10. Reputational Risks
Supporting sustainability pillar(s):
CP
PA
Supporting sustainability pillar(s):
CP
PA
Description
Description
We operate internationally and are exposed to major incidents and global events. These can be caused
by extreme weather, natural disasters, major disease outbreak, military action, civil unrest or terrorism.
Much of the Group’s revenue is generated by training clients in matters of Regulatory Compliance, or by hosting
events that debate such topics.
In most cases, there is relatively little businesses can do to control causes of major incidents. Major
incidents have the potential to cause harm and injury to people, venues and facilities and severely
interrupt business. Our face-to-face events and training business is particularly vulnerable to this type
of risk.
If the Group were to suffer a compliance breach itself then prospective clients may call into question its fitness
to provide such training or host such events.
The overseas entities in the Group are exposed to bribery and compliance breaches. Non-compliance with the
territories legislation could cause reputational damage to the Group.
Mitigation
The Group continues to carefully manage the proportion of its income generated from large face-to-face
events to reduce exposure to this risk. It also continues to focus on a hybrid delivery model for all of its
products to allow adaptation in the event of a major incident.
The Group’s events function also has event-specific strategies to mitigate the risk of disruption from
major incidents, including selecting well-connected locations with reliable infrastructure systems
and seeking flexible agreements with venues to increase the potential to transfer or postpone events
if disruption does occur.
The Covid-19 pandemic demonstrated that a major incident does have the ability to impact multiple
locations over a protracted time period. However, continued innovation and investment across the
Group have demonstrated that the ability to operate on a 100% digital basis provides significant
mitigation to this risk.
The Group assesses the value of insurance cover for cancellations on a case by case basis, to ensure the
associated cost and reliability of cover is considered economical.
Mitigation
The Board maintains a zero-tolerance approach to non-adherence with laws and regulations. This is
clearly communicated to employees and is reinforced through the Company’s internal communications.
The Board receives regular updates on changes to applicable legislation and regulation and plans,
both in the UK and overseas, in order to adopt them across the Group.
Individual businesses operate under specific independent brands, and this helps mitigate the potential
fall-out across the Group if there was an issue in any specific business.
The Group also has a policy to retain emails for a limit of two years to prevent loss of key data.
Change since 2022
Same risk →
Change since 2022
Same risk →
Supporting sustainability pillars
CP
Cultural Positivity PA
Proactive Assurance CE
Customer Empowerment ER
Environmental Responsibility
Wilmington plc Annual Report and Financial Statements
50
TCFD disclosure
Climate change
– impact and adaptation
We implemented the Taskforce for Climate-related Financial
Disclosures (TCFD) recommendations in full in the current year
and the prior year. These disclosures are consistent with the
TCFD’s recommendations and each of the 11 TCFD recommended
disclosures in accordance with LR 9.8.6 (8)R (FCA’s Listing Rules)
and are shown below. We concluded that we must continue to
monitor the impacts of climate change on the Group’s risk profile,
but that the potential opportunities that may arise from the
transition to a low-carbon economy are well aligned to our core
offering. We have committed to net-zero carbon targets, with an
ambition of absolute zero in respect of Scope 1 and 2 emissions by
2028, and net zero in respect of Scope 3 emissions by 2045.
We anticipate that climate change will have a wide range of impacts
on all of our stakeholders because of the strong interconnection
between environmental conditions and societal change. Therefore,
whilst our business model exhibits an inherent resilience to
the worst physical impacts of climate change, our assessment
highlighted that the transition to a lower carbon economy will have
direct implications for our core offering in the Governance, Risk and
Compliance markets, and that the broader impacts of both physical
and transition risks will affect how our people, customers and
suppliers operate effectively.
Management has concluded that its TCFD disclosures meet
the disclosure requirements of the mandatory climate financial
disclosures that came into effect from 6 April 2022. Disclosures
detailing the implementation of the eleven core recommendations of
TCFD are included throughout the Annual Report as follows:
Wilmington plc Annual Report and Financial Statements TCFD disclosure
continued
Recommendation
Response
51
Disclosure
Board oversight of the Group’s response to climate change sits with the Senior Independent Director, and ultimate responsibility for management sits
with the Chief Financial Officer. The Board is responsible for reviewing and challenging ESG targets and disclosures.
Climate change impact and
adaptation pages 50-56
Responsibility for day-to-day management sits with the Head of Inclusion and Sustainability, in collaboration with the Executive Committee and
Senior Leadership Team. This approach to governance is integrated with the Group’s broader strategic planning process, its sustainability governance
framework as outlined on page 26, and the Group’s risk assessment process as described on pages 41 to 49. The Global Sustainability Council meets
quarterly and is responsible for achieving the Group’s ESG targets and reporting progress to the Board at regular intervals throughout the year.
Responsible business page 26
Governance report pages
60 - 67
Climate change impact and
adaptation pages 50-52
Risk management pages
50-56
Our assessment identified ten potential climate change impacts that are relevant to Wilmington, and these include both physical impacts and those
related to the transition to a low carbon economy. Each impact identified has also been classified in relation its potential to increase exposure to a risk
or generate viable new market opportunities as summarised in the climate impacts table on pages 50‑52.
Climate change impact and
adaptation pages 50-56
The strategic and financial planning implications of each impact identified have been considered in the context of their potential to disrupt or enhance the
Group’s potential to deliver its broader strategic objectives, as summarised in the climate impacts table on pages 50-52. Wilmington have assessed the
risks and opportunities by operating segment and geography and have not found the impact to be materially different across the Group.
Climate change impact and
adaptation pages 50-56
Wilmington have considered three climate-related scenarios with referenced data sets to provide insight into the indicative socio-economic conditions
that would result from different levels of warming and the related policy outcomes on the organisations strategy. Details are provided on page 53.
Climate change impact and
adaptation p. 50-56
Governance
1. Describe the
board’s oversight
of climate-
related risks and
opportunities.
2. Describe
management’s role
in assessing and
managing climate-
related risks and
opportunities.
Strategy
3. Describe the
climate-related
risks and
opportunities the
organisation has
identified over the
short, medium,
and long term.
4. Describe the
impact of climate-
related risks and
opportunities on
the organisation’s
businesses,
strategy, and
financial planning.
5. Describe the
resilience of the
organisation’s
strategy, taking
into consideration
different climate-
related scenarios,
including a 2°C or
lower scenario.
Wilmington plc Annual Report and Financial Statements 52
TCFD disclosure
continued
Recommendation
Risk management
6. Describe the organisation’s processes for
identifying and assessing climate-related
risks.
Response
Disclosure
The process for identifying, assessing and managing climate-related risks is integrated into Wilmington’s overall risk
management process as described on page 43. Climate change is recognised as an emerging risk as described on page 43.
Climate change impact and
adaptation pages 50-52
7. Describe the organisation’s processes for
managing climate-related risks.
Climate-related risks are identified through research, stakeholder engagement and internal risk workshops and are reviewed on
an annual basis or more frequently if required. Risks are modelled in different regions where appropriate if physical risk varies
by geographical location.
Risk management pages
50-56
Climate change impact and
adaptation pages 50-52
Risk management pages
50-56
8. Describe how processes for identifying,
assessing, and managing climate-related
risks are integrated into the organisation’s
overall risk management
Climate-related risks are recognised as a contributing factor to a number of our principal risks as identified on pages 43-44.
Where a climate-related risk aligns strongly to one of the Group’s existing risks and associated mitigation strategies, it has been
mapped to the relevant principal risk as shown on the climate impact table on page 54. Each impact identified has been classified
in relation its potential to increase exposure to a risk or generate viable new market opportunities as shown on the climate impact
table on page 54.
Climate change impact and
adaptation pages 50-52
Risk management pages
50-56
Metrics and targets
9. Disclose the metrics used by the
organisation to assess climate-related risks
and opportunities in line with its strategy
and risk management process.
10. Disclose Scope 1, Scope 2, and, if
appropriate, Scope 3 greenhouse gas
(GHG) emissions, and the related risks.
11. Describe the targets used by the
organisation to manage climate-related
risks and opportunities and performance
against targets.
We use a variety of metrics to measure climate-related impacts. Our reporting on energy use and GHG emissions is in line with
the Streamline Energy and Carbon Reporting (‘SECR’) legislation. Our GHG reporting to include Scope 1, 2 and 3 emissions in
line with Science Based Targets initiative recommendations.
We have set net-zero carbon targets with a 2019 baseline year, aligned to a 1.5°C trajectory, and have developed a carbon
reduction plan to progress against these goals.
Our biggest direct impacts on the planet come from resource use and emissions from our offices, and we continue to focus on
transitioning to sustainable materials and methodologies to reduce this impact. Details of these metrics and initiatives can be
found on pages 35 to 37.
Climate change - impact and
adaptation pages 50-52
Responsible business
pages26-27
Reporting on energy use and GHG emissions including Scope 1, 2 and 3 emissions and the related risks can be found on pages
35 to 37.
Responsible business pages
26-27
Wilmington have committed to net-zero carbon targets, with an ambition of absolute zero in respect of Scope 1 and 2
emissions by 2028, and net zero in respect of Scope 3 emissions by 2045, as described on pages 35 to 37.
Responsible business pages
26-27
Wilmington plc Annual Report and Financial Statements Wilmington plc Annual Report and Financial Statements
53
TCFD disclosure
continued
Impact assessment
Our assessment identified ten potential climate change impacts that are relevant to Wilmington,
and these include both physical impacts and those related to the transition to a low carbon
economy. The strategic and financial planning implications of each impact identified have been
considered in the context of their potential to disrupt or enhance the Group’s potential to deliver
its broader strategic objectives, as summarised on pages 50 to 52. Where a climate-related risk
aligns strongly to one of the Group’s existing risks and associated mitigation strategies, it has
been mapped to the relevant principal risk. Each impact identified has also been classified in
relation its potential to increase exposure to a risk or generate viable new market opportunities.
Classification
Low
Moderate
High
Exposure:
effectiveness of
risk mitigation
Potential: result
of associated
opportunity
Prevent material impact on
strategic progress
Unlikely to generate
financial returns
Reduce extent of material
impact on strategic progress
Could generate immaterial
financial returns
Failure to prevent material
impact on strategic progress
Could generate material
financial returns
Quantifying the impacts
The focus of our assessment has been to perform a robust qualitative analysis that can be used
to effectively inform our response to climate change as an integral part of the Group’s strategic
planning processes. Whilst we have not quantified these impacts specifically, the nature of the
most relevant issues identified aligned strongly to those assessed as part of the Group’s viability
assessment. As disclosed on page 56, as part of this assessment we modelled the potential
financial impacts of the Group’s principal risks over a three year period. Reference to this viability
testing therefore provided scope to validate the reasonableness of our assumptions regarding
which climate impacts could have a material impact on the financial returns of the Group in
the short term (1 to 3 years). Whilst the medium (4-10 years) and long term (10 years and
beyond) implications have not been quantified, the assessment and scenario planning analysis
have demonstrated that the nature of the impacts would be strongly aligned over these time
periods. Not disclosed is information on the relevant metrics as set out in Table A2.1 in the TCFD
guidance and information about the metrics that management use to measure progress to their
environmental goals.
54
TCFD disclosure
continued
Climate impacts and response summary
Climate impacts
Exposure/Potential
Strategic implications and response summary
Physical
impacts
Extreme climate events disrupt office and
home working infrastructure
Risk: Low
Opportunity: N/A
Inherent resilience through agile workforce and hybrid working practice. Continue to invest in technological capabilities and review resilience of office
infrastructure as part of ongoing strategic planning and capital investment processes. Maintain strong employee engagement and support.
Principal risk alignment:
3
– People, 5
– IT system disruption,
9
– Major incidents
Extreme climate events disrupt face-
to-face events or training, and business
development opportunities
Risk: Low
Opportunity: N/A
Inherent resilience due to digital-first model and hybrid delivery capabilities. Continue to follow risk mitigation plan integrated into face-to-face events
planning process. Continue to factor potential costs of transition to virtual alternatives into budgetary planning process.
Principal risk alignment:
5
– IT system disruption, 6
– Technology,
9
– Major incidents
Sector specific physical impacts disrupt
customers in high exposure categories
Risk: Low
Opportunity: Moderate
Relatively low customer concentration in high exposure categories. Requirement for regulatory insight and training likely to increase due to climate
change triggering further reliance on our services. Continue to innovate and provide mission critical information and training to customers to protect
revenue streams.
Principal risk alignment: NA
Extreme climate events cause supply
chain disruption
Risk: Low
Opportunity: N/A
Inherent resilience through low supplier concentration and limited reliance on raw materials. Continue to assess viability risk of material suppliers in line
with risk policy
Principal risk alignment:
5
– IT system disruption
Transition
impacts
Transition to low carbon economy
triggers shift in customer markets
Risk: Low
Opportunity: High
Strong alignment to GRC markets focus. Maintain strong communication channels with customers and continue to innovate to meet changing needs.
Integrate climate‑related content and solutions into core data and training products. Successful realisation of opportunities is dependent on talent,
innovation and operational effectiveness.
Principal risk alignment:
1
– Market and innovation, 3
– People,
6
– Technology, 8
– Data source reliance
Changing attitudes to business travel
Risk: Low
Inherent resilience due to digital‑first model. Maintain flexibility to offer hybrid delivery and focus on quality in digital alternatives to face‑to‑face
products. Maintain strong communication with customers via virtual formats.
Opportunity: N/A
Principal risk alignment:
5
– IT system disruption, 6
– Technology
Evolution of carbon taxes
Risk: Low
Limited exposure due to industry focus. Maintain strong visibility of potential future cost and compliance implications as part of budgetary planning processes.
Maintain focus on updating core product offering to align to associated regulatory change.
Opportunity: Moderate
Principal risk alignment:
10
– Reputation
Policy change regarding
domestic infrastructure
Increased corporate reporting
requirements
Risk: Low
Opportunity: N/A
Risk: Low
Opportunity: High
Exposure limited to workforce disruption caused by domestic infrastructure changes. Continue to provide office premises for effective operations, and
maintain commitment to Real Living Wage.
Principal risk alignment:
3
– People
Limited exposure due to strong internal reporting processes. Maintain strong internal processes to ensure timely integration of policy change into
training material and associated services.
Principal risk alignment:
1
– Market and innovation, 2
– Regulation
Stakeholder expectations of
Wilmington’s response to climate change
Risk: Low
Opportunity: High
Limited exposure due to strong commitment to participation in the climate agenda. Future talent attraction and retention, and good customer
engagement will be significantly enhanced by clear demonstration of our commitment to environmental responsibility.
Principal risk alignment:
3
– People 10
– Reputation
Wilmington plc Annual Report and Financial Statements TCFD disclosure
continued
Scenario analysis
As part of our climate impacts
assessment we considered the potential
for the risks and opportunities identified
to vary depending on different future
scenarios. The differentiating factors
most relevant to our business are the
severity of physical impacts on our
people and other stakeholders, and the
speed, nature and impact of regulatory
change. Therefore our approach to
selecting illustrative scenarios was to
ensure our analysis encompassed the
most extreme cases in respect of these
two variables. Accordingly, we have used
three scenarios which reflect reference to
three core SSPs1 used within the IPCC2
Sixth Assessment Report in addition
to qualitative analysis by the IEA3 to
provide insight into the indicative socio-
economic conditions that would result
from different levels of warming, and the
related policy outcomes.
A summary of these scenarios and
indicative socio-economic conditions
is provided right.
55
Future focus
Our assessment has demonstrated that the climate-related impacts most relevant to Wilmington align strongly to the
Group’s principal risks that consider disruption to operational effectiveness, and our ability to lead in product innovation and
the delivery of excellent customer experience. The assessment also demonstrates that the needs of our customers during
the transition to a lower carbon economy will strongly align to our core offering in governance, risk and compliance. This
assessment also concluded that there is no indication of material financial exposure to the climate-related risks identified.
The Board therefore consider the Group to be well positioned to meet its strategic objectives by continuing to integrate its
assessment of climate change impacts into its existing risk management and strategic planning processes, ensuring it retains
the agility to respond in a way that achieves the best outcomes for all its stakeholders.
Indicative
assumptions Scenario 1
Related SSP 1 – 1.9
Temperature
rise trajectory
1.5°C
Scenario 2
Scenario 3
1 – 2.6
<2°C
5 – 8.5
6°C
Policy
change
Significant and timely
decarbonisation policy
implementation.
Transition towards
decarbonisation
focussed policy
implementation.
Business as usual,
reactive change only.
Customer
impact
Significant and timely
adaptation. Demand
for GRC solutions
increases.
Transition towards
adaptive measures.
Demand for GRC
solutions increases.
Significant disruption
from physical risks
diverts resource.
Innovation
and
adaptation
Investment facilitates
streamlined transition
to low carbon
economy.
Heavy reliance
on good adaptive
technologies to
facilitate transition to
low carbon economy.
Limited and delayed
investment in adaptive
technologies.
The below chart provides an illustrative summary
of the implications for potential outcomes in respect
of the climate change impacts most relevant to
Wilmington’s strategy for each of the three scenarios.
n
o
e
s
i
l
a
t
i
p
a
c
o
t
l
a
i
t
n
e
t
o
P
e
g
n
a
h
c
y
r
o
t
a
l
u
g
e
r
m
o
r
f
s
e
i
t
i
n
u
t
r
o
p
p
o
SC1
SC2
SC3
Likelihood and magnitude of physical
impacts disrupting operations
1. Shared Socio-Economic Pathway. 2. Intergovernmental Panel on Climate Change. 3. International Energy Agency
Wilmington plc Annual Report and Financial Statements
56
financial position. The severe downside scenarios considered as part of this work
were as follows:
• Aggressive recessionary impacts on revenue across the whole
product portfolio
• Nil growth within businesses projected to benefit from new product
development
• Extreme events disrupting the workforce, customers and suppliers
• Cancellation of flagship events and assumed non-viability of alternatives
The outcome of this assessment indicated that the Group’s risk management
process, control systems and current risk appetite are sufficiently robust that a
comprehensive response strategy could be actioned to protect the prospects of the
Group in the event of such scenarios occurring.
On this basis the Directors have a reasonable expectation that the Group will
be able to continue in operation and meet its liabilities as they fall due over the
viability assessment period.
Viability statement
Assessing the future prospects of the Group is integral to the Board’s business
planning process, and is also closely aligned to the risk management process
as detailed on pages 41 to 42. The planning process includes detailed financial
forecasting, regular performance analysis, robust risk management assessment,
and continued monitoring of industry trends and wider economic conditions.
In the context of the challenging economic environment in which the Group
operates, the Board has performed a detailed assessment to conclude on:
• The appropriateness of adopting the going concern basis in preparing the
financial statements for the year ended 30 June 2023, as disclosed in note 1
to the financial statements; and
• The long-term viability of the Group, up to September 2026
Full details of the Group’s financing arrangements are set out in note 17 to the
financial statements.
Viability
In accordance with Provision 31 of the UK Corporate Governance Code 2018, the
Directors have considered the prospects of the Group over a longer period than
the twelve months required under the going concern provision. The Directors have
determined that a three-year period is an appropriate term over which to provide
its viability statement, being consistent with that covered by the Group’s strategic
planning process which includes broader consideration of the Group’s principal
risks and uncertainties over the same period. The Directors also consider the
business to be sufficiently agile to respond to volatility over a longer time frame in
a way that would mitigate potential unforeseen downside.
Assessment process
The Group’s viability assessment has taken account of its current position and the
potential impact of the principal risks documented on pages 44 to 49. The review
has focussed on the occurrence of severe but plausible scenarios in respect of
every principal risk and considered the potential of these scenarios to threaten
viability. The financial impact of each scenario was quantified where appropriate,
and subsequently mapped to a set of mitigative actions that would be taken to
manage the risk. Stress testing analysis was also performed, illustrating the ability
of the Group to manage the impact of severe downside scenarios on its future
Wilmington plc Annual Report and Financial Statements Wilmington plc Annual Report and Financial Statements
57
Viability statement
continued
Internal control
The Board is responsible for the Group’s system of internal control and risk
management, and for reviewing the effectiveness of these systems. These systems
are designed to manage, rather than eliminate, the risk of failure to achieve
business objectives, and to provide reasonable, but not absolute, assurance against
material misstatement or loss
and the prior year. The annual budget and monthly forecasts are reviewed by
the Board. Risk assessment and evaluation takes place as an integral part of this
process. Monthly reports on performance are provided to the Board and the Group
reports results to shareholders twice a year.
Insurance cover for the Group, as well as individual operating companies, has been
procured where it is considered appropriate.
In line with the Turnbull Report recommendations, the Board regularly reviews the
effectiveness of the Group’s systems of internal control. The Board’s monitoring
covers all controls, including financial, operational and compliance controls and
risk management. It is based principally on reviewing reports from management
to consider whether significant risks are identified, evaluated, managed
and controlled.
Further details of principal risks are given on pages 41 to 49 and details of
financial risks such as interest rate risk, liquidity risk and foreign currency risk are
given in the financial statements in note 17.
The key features of the internal financial control system that operated throughout
the period are as follows:
i) Financial reporting
The Board reviewed the Annual Report, together with the preliminary and
interim results announcements. The Board also reviews and approves Trading
Announcements (as appropriate).
The Board, together with the Audit Committee, considered the appropriateness
of the Group’s accounting policies, critical accounting estimates and key judgments.
It reviewed detailed accounting papers prepared by management on areas of
financial reporting judgment, as outlined in the Audit Committee report on pages
68 to 70.
The Board together with the Audit Committee considered and is satisfied that,
taken as a whole, the Annual Report is fair, balanced and understandable, and
that it provides the information necessary for shareholders to assess the Group’s
performance, business model and strategy.
ii) Management information systems
Effective planning, annual budgeting and monthly forecasting systems are in place,
as well as a monthly review of actual results compared with forecast, budget
iii) Acquisitions, disposals and treasury
The Board also discusses in detail the projected financial impact of proposed
acquisitions and disposals, including their financing. All such proposed investments
are considered by all Directors. The Board is also responsible for reviewing and
approving the Group’s treasury strategy, including mitigation against changes in
interest rates and foreign exchange rates.
Organisations
There are well-structured financial and administrative functions at both the Group and
operating company level, staffed by appropriately qualified individuals. The key functions
at Group level include: Group accounting, corporate development, Group treasury, Group
legal, human resources, IT and data services, company secretarial and Group taxation.
Other matters
The Group has no known issues relating to human rights or modern slavery
matters. The welfare of all the Group’s stakeholders, including the community,
is carefully considered to ensure that such parties are not adversely affected by
the Group’s actions in the course of its day-to-day business. Further details of
the Group’s stakeholder engagement processes can be found in the Section 172
statement on pages 23 to 25.
The information forming the Strategic report on pages 2 to 57 was approved and
authorised for issue by the Board and signed on its behalf on 22 September 2023.
Guy Millward
Chief Financial Officer
22 September 2023
Our Governance
58
Contents
Board of Directors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . [59
Corporate governance report . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 60
Audit Committee report . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 68
Nomination Committee report . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 71
Directors’ Remuneration report . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 72
Directors’ report and other statutory information . . . . . . . . . . . . . . 87
Statement of Directors’ responsibilities . . . . . . . . . . . . . . . . . . . . . . . 89
1. FootnotesWilmington plc Annual Report and Financial Statements Board of Directors
59
N R
A
N R
A
N R
A
N R
Martin Morgan
Chair
Appointment to the Board
May 2018
Skills and experience
Martin Morgan has over 30
years of media and B2B
experience, having spent a
large proportion of his career
at Daily Mail and General Trust
plc (‘DMGT’). Martin was Chief
Executive of DMG Information
and subsequently held the
position of Chief Executive of
DMGT from 2008 to 2016. He
brings a wealth of experience
from subsequent directorships,
including the positions of
Non-Executive Director of
Euromoney Institutional
Investor plc between 2008
and 2016 and Chair of Signal
Media Limited between 2017
and 2019.
Other appointments
Martin is currently an Advisor
to MMC Ventures and a Non-
Executive Director to Morgan
Hartnell Limited.
Mark Milner
Chief Executive Officer
Appointment to the Board
July 2019
Skills and experience
Mark Milner joined Wilmington
from the Daily Mail and General
Trust plc (‘DMGT’) where since
2001 he held a number of
senior roles. These included
Chief Executive Officer of
Landmark Information Group,
its property information
division, from 2013 to 2018.
Prior to this, Mark was Chief
Executive Officer of the Digital
Property Group, responsible
for running its consumer-
focussed property portals,
PrimeLocation, Findaproperty
and Globrix until its merger
with Zoopla in 2012. Between
2001 and 2008 Mark held
a variety of positions at
Associated Northcliffe Digital
Ltd, becoming Managing
Director of the specialist
division. Whilst there he was
involved in the launch of Mail
Online, which subsequently
became the world’s most
visited English language news
site. Mark’s early career was
spent in commercial and sales
roles in the newspaper industry.
Guy Millward
Chief Financial Officer and
Company Secretary
Helen Sachdev
Independent
Non-Executive Director
Paul Dollman
Independent
Non-Executive Director
William Macpherson
Independent
Non-Executive Director
Appointment to the Board
November 2020
Appointment to the Board
April 2020
Appointment to the Board
September 2015
Appointment to the Board
February 2021
Skills and experience
Guy Millward has extensive
experience in senior finance
positions at several publicly
listed and privately held
technology companies.
His previous roles include
that of CFO at Imagination
Technologies Group plc,
Advanced Computer Software
Group plc, Quixant plc,
Metapack Limited, Bighand
Limited, and Group Finance
Director at Alterian plc, Morse
plc and Kewill plc. Guy is
a Fellow of the Institute of
Chartered Accountants in
England and Wales.
Other appointments
Guy is currently a Non-Executive
Director and Chair of the Audit
Committee at Eckoh plc.
Skills and experience
Helen brings a wealth of
experience to Wilmington
via her Non-Executive and
Executive career. She is a
founding director of the B2B
executive coaching practice,
WOMBA (Work, Me and the
Baby); a Non Executive Director
and Chair of Loughborough
Building Society; and a Non
Executive Director and Chair
of PPL PRS Ltd. She is a
former executive of Tesco and
Barclays Bank PLC (where
she also sat on the UK D&I
Board). She is senior executive
coaching practitioner (EMCC)
and a Fellow of the Chartered
Institute of Management
Accountants (FCMA).
Other appointments
Helen is a Non-Executive
Director and Chair of the
Loughborough Building Society,
and a Non-Executive Director
and Chair of PPL PRS Limited.
Skills and experience
Paul Dollman is a Chartered
Accountant and enjoyed a
successful career in finance as
the Group Finance Director of
John Menzies plc. He was also
a Non-Executive Director of Air
Partner plc, an aviation services
business, where he was the
Audit Committee Chair until
April 2022. Paul is the Senior
Independent Director (‘SID’).
Other appointments
Paul is the Audit Committee
Chair of Verastar, a private
equity owned business which
provides essential business
services (telecoms, water
and energy and insurance) to
the small business market.
He is also a member of the
Competition Appeals Tribunal.
He is also a Non-Executive
Director for Etihad Topco
Limited.
Skills and experience
William Macpherson brings
a wealth of experience
to Wilmington following
a successful executive
career as CEO of a number
of professional education
and skills development
organisations. He was CEO of
QA between 2008 and 2019
during which time the company
achieved very significant
growth. Prior to that he was
CEO of Kaplan International,
The Financial Training
Company and Wolters Kluwer
Professional Training. William
is the Director responsible
for worker representation at
Wilmington.
Other appointments
William is a Non-Executive
Director and Chair of Learning
Curve Group Limited and a
Non-Executive Director of the
London Film School.
Committee key:
A
Audit Committee
N
Nomination Committee
R
Remuneration Committee
Committee Chair
1. FootnotesWilmington plc Annual Report and Financial Statements Corporate governance report
Demonstrating
good governance
Chair’s introduction
Responsibility for good governance lies with the
Board. As a Board we are committed to maintaining
the highest standards of corporate governance and
believe that an effective, challenging and diverse
board is essential to enabling the Group to deliver
its strategy and achieve long term value for its
stakeholders. Further information on our strategy and
business model can be found in the Strategic report
on pages 18 to 20.
The Board is dedicated to setting the right tone
at the top by promoting an inclusive culture that
fosters innovation, ambition and curiosity whilst
demonstrating the highest standards of integrity.
Our robust governance structure, combined with our
commitment to responsible business practice, sits
at the heart of our approach to management at all
levels, facilitating sustainable growth that delivers
positive outcomes for all of the Group’s stakeholders.
By promoting a responsible business culture we
continue to demand the highest professional
standards from all of our people all of the time. To
reinforce that we have a comprehensive portfolio of
policies accessible to all staff to support their day-
to-day decision making. We have a zero tolerance
approach to breaches of the conduct standards set
out in these policies.
Further details of the work that underpins our
approach to responsible business are set out in the
Sustainability report on page 26
Compliance with the 2018 UK
Corporate Governance Code
The Group abides by the 2018 UK Corporate
Governance Code published by the Financial
Reporting Council (‘FRC’). The Board has put in place
provisions to ensure compliance with the Code such
that it believes it is fully compliant. Martin Morgan,
the Company Chair, stood down from the Audit
Committee on 23 November 2022 to facilitate full
compliance with the UK Code.
Wilmington plc Annual Report and Financial Statements
60
Stakeholder engagement (Section
172 of the Companies Act 2006)
The Board has always considered the potential impact
of the Group’s activities on its various stakeholders.
The key stakeholders of the Group are set out in the
Strategic report on page 23, which also includes
information about how the Company engages with
them and how the Directors, supported by the wider
business, show regard for the matters set out under
Section 172 of the Companies Act 2006. The Board
believes that the Company can only be successful
when the interests of these stakeholders are
considered, and reflected accordingly in the Company’s
decision making processes and strategic objectives.
The Board regards it as important to maintain an
active dialogue with our shareholders. Further details
regarding engagement with shareholders are set out
on pages 23 to 25. The Board receives regular reports
from the Executives, the Chair and the advisors on
feedback from shareholder meetings.
Composition and independence
The composition of the Board remained consistent
during the year. The Board reviews Non-Executive
Director independence on an annual basis and takes
into account the individual’s professional experience,
their behaviour at Board meetings and their
contribution to unbiased and independent debate. All
of the Non-Executive Directors are considered by the
Board to be independent. The Chair was considered
independent on appointment.
The Board consisted of a majority of Independent
Non-Executive Directors throughout the year.
Biographical details of all the current Directors are set
out on page 59.
Corporate governance
report continued
Diversity
Governance Framework
61
The Board believes that an inclusive culture will
enhance diversity within our business, which in
turn is a key factor driving the Group’s success.
Our vision is for Wilmington to be a company
with rich diversity, experiences, knowledge and
perspectives, which powers our innovation and
creativity to help our customers to do the right
business in the right way. During the year we
continued to make progress against our People
Strategy, delivering initiatives and making
changes to the way that we work, so that we
continue to create an inclusive workplace to
support, empower, develop and fairly reward
all our people. This is reflected in our progress
implementing our Diversity and Inclusion
strategy and by our investments in resources to
create a positive environment for all our people
to reach their full potential at Wilmington.
This is underpinned by the data we collect about
our people, which enables us to understand and
measure diversity and inclusion at Wilmington;
using data to guide our strategy and areas
of focus. By asking our people to share their
diversity data, we are building a rich picture
of the characteristics that make our people
unique, and this in turn is helping us to measure
progress against our ambition to create a truly
inclusive working environment. The data we
have collected to better understand what makes
our people unique is set out alongside details
of the progress made against our Diversity and
Inclusion strategy in the Sustainability report on
pages 28 to 32.
Chair
Board: Chair, two Executive Directors and three Non-Executive Directors
Audit Committee
Nomination Committee
Chief Executive Officer
Remuneration
Committee
Executive Committee: Chief Executive Officer, Chief Financial Officer,
Chief Operating Officer and Chief People Officer
Business/Divisional operating boards
Wilmington plc Annual Report and Financial Statements 62
Diversity targets
Senior Leadership composition
The Board acknowledges the board diversity targets
per listing rules LR 9.8.6R(9) and LR 14.3.33R(1).
The Board has published gender identity and ethnic
diversity of the Directors and senior leadership team
below. The comply or explain specific board diversity
targets have not been met as at 30 June 2023
because there has been no change in the composition
of the Board during the year. The Board recognises
the importance of ensuring that there is diversity
of perspective, background, and approach in its
management team and on its Board and will take the
diversity targets into consideration for future Board
appointments. It is the Board’s aspiration that it will
meet the board diversity targets by FY25.
The Directors
As at the date of this report the Directors of the
Company are:
Chair
Martin Morgan
Executive Directors
Mark Milner
Guy Millward
Independent Non-Executive
Paul Dollman (Senior Independent Director)
Helen Sachdev
William Macpherson
The table below outlines the gender identity and
ethnicity as disclosed voluntarily by the Directors and
the Senior Leadership Team, including the Executive
Committee. Data is collected via a survey for gender
and ethnicity. The diversity characteristics of the wider
workforce and further information about the work we
are doing to increase diversity at all levels across the
Group are disclosed in the Sustainability report on
pages 28 and 32.
Gender
Directors
2023
2022
Male
Female
83%
83%
17%
17%
Senior Leadership Team
2023
2022
45%
64%
56%
36%
Non-
binary
Prefer to
self-
describe
Prefer
not
to say
0%
0%
0%
0%
0%
0%
0%
0%
0%
0%
0%
0%
Corporate governance
report continued
Length of tenure of Directors (years)
Number of complete years of service as a Director
at 1 July 2023:
Martin Morgan • • • • •
Mark Milner • • • •
Guy Millward • •
Helen Sachdev • • •
Paul Dollman • • • • • • •
William Macpherson • •
Balance of Directors
17%
33%
50%
Chair
Executive
Independent Non-Executive
•
•
•
Wilmington plc Annual Report and Financial Statements
63
Corporate governance
report continued
Ethnicity
Black/
African/
Caribbe-
an/Black
British
Asian/
Asian
British
Mixed/
Multiple
Ethnic
groups
Other eth-
nic group,
including
Arab
Other
Prefer not
to say
0%
0%
8%
7%
0%
0%
0%
0%
0%
0%
0%
0%
0%
0%
0%
0%
0%
0%
8%
14%
0%
0%
0%
0%
Directors
2023
2022
White
100%
100%
Senior Leadership Team
2023
2022
83%
79%
Leadership
Executive and Non-Executive Directors
The Company is controlled through the Board of Directors which, at 30 June 2023,
comprised a Chair, two Executives and three Non-Executive Directors. Short
biographies of each Director are set out on page 59. The Board focusses on the
formulation of strategy, governance and the establishment of policies, stewardship
of resources and review of business performance.
The Board may exercise all the powers of the Company, subject to the Company’s
articles of association (the ‘Articles’), the Companies Act 2006 and any directions
given by the shareholders by special resolution. The Articles may be amended by
a special resolution of the Company’s shareholders.
The Board has three formally constituted Committees, the Audit Committee,
the Remuneration Committee and the Nomination Committee, each of which
operates with defined terms of reference. The terms of reference of the three
Committees are available on the Company’s website, www.wilmingtonplc.com.
The Audit Committee met three times during the year, the Nomination Committee
met once, and the Remuneration Committee met three times.
There is an Executive Committee that is responsible for the day-to-day management
of the Company’s business within a framework of delegated responsibilities.
It is chaired by the Chief Executive Officer and includes the Chief Financial Officer,
Chief Operating Officer and Chief People Officer.
Chair and Chief Executive Officer
The roles of the Chair and the Chief Executive Officer are held by separate
individuals and the Board has clearly defined their responsibilities.
The Chair is primarily responsible for the effective working of the Board, ensuring
that each Director, including the Non-Executive Directors, is able to make an
effective contribution and provide constructive comments on the business.
The Chief Executive Officer has responsibility for all operational matters which
includes the implementation of Group strategy and policies approved by the Board.
Non-Executive Directors
All the Non-Executive Directors are independent of the Company’s executive
management and free from any business or other relationship that could materially
interfere with the exercise of their independent judgment. The Chair was considered
independent on appointment. The Non-Executive Directors are responsible for
bringing independent and objective judgment and scrutiny of all matters before the
Board and its Committees, using their substantial and wide-ranging experience.
The Board meets as often as necessary to discharge its duties effectively. In the
financial year ended 30 June 2023, eight main Board meetings were scheduled and
the Directors’ attendance record is set out on page 64.
The terms and conditions of appointment of Non-Executive Directors are available
for inspection at the Company’s registered office during normal business hours and
at the Annual General Meeting.
1. Other includes individuals based in territories where we were unable to collect data due to relevant local legislative factors.
Wilmington plc Annual Report and Financial Statements 64
Main Board
meetings
attended
Main Board
meetings
eligible to
attend
10
10
10
10
10
10
10
10
10
10
10
10
Corporate governance
report continued
Senior Independent Director
Paul Dollman is the Senior Independent Director
(‘SID’). His role as SID includes:
• being available to shareholders if they have
concerns which contact through the Chair,
Chief Executive Officer or Chief Financial Officer
has failed to resolve (there were no requests
from shareholders to meet the SID during the
year); and
• meeting with the other Non-Executive Directors
on the Board once a year to assess the Chair’s
performance, taking into account the views of the
Executive Directors.
register, wider risk assessment and viability review.
At each Board meeting the Chief Executive Officer
and Chief Financial Officer provide a review of the
business and its performance, together with strategic
issues arising. The Non-Executive Directors may meet
separately from the Executive Directors usually either
before or after Board meetings, to discuss relevant
matters. In the year the range of subjects discussed
by the Board included:
•
the Group’s financial results and key business;
• progress on the ongoing strategic reviews;
•
the Group’s debt and capital structure including
the arrangements for sufficient debt facilities;
Company Secretary
• dividend policy;
Attendance table
Martin Morgan
(Chair)
Mark Milner
(Chief Executive Officer)
Guy Millward
(Chief Financial Officer)
Paul Dollman
(Non-Executive)
Helen Sachdev
(Non-Executive)
Guy Millward is the Company Secretary in addition
to his role as an Executive Director. In his role as
Company Secretary, he supports the Board in its
operation and ensures that board processes are
followed and good corporate governance standards
are maintained. All Directors have access to the advice
and services of the Company Secretary. The Board
recognises the potential conflict in combining
the roles of Chief Financial Officer and Company
Secretary, but believes it is appropriate for a group
of Wilmington’s size given the other support available
to the Directors.
Effectiveness
Meetings
The Board has a formal schedule of matters
specifically reserved to it for decision which it reviews
periodically. This schedule includes approval of
acquisitions, disposals and items of major capital
expenditure. The Board also reviews the Group’s risk
•
•
•
regulatory and governance issues;
the development of the Group’s people including
a quarterly talent review;
William Macpherson
(Non-Executive)
the Group’s risk register and its response to TCFD
recommendations; and
Information flow
•
insurance policy and cover.
In addition to the eight main meetings described
above, the Board has two strategy meetings each year
at which the Group’s strategic direction, viability plan
and significant projects are discussed.
Where additional meetings are required between
main Board meetings and a full complement of
Directors cannot be achieved, a Committee of
Directors considers the necessary formalities.
The Chair, together with the Company Secretary,
ensures that the Directors receive clear information on
all relevant matters in a timely manner. Board papers
are circulated sufficiently in advance of meetings for
them to be thoroughly digested to ensure clarity of
informed debate. The Board papers contain the Chief
Executive Officer’s and the Chief Financial Officer’s
written reports, high level papers on each business
area, key metrics and specific papers relating to
agenda items. The Board papers are accompanied by
a management information pack containing detailed
financial and other supporting information. The Board
receives updates throughout the year and occasional
ad hoc papers on matters of particular relevance
or importance.
Wilmington plc Annual Report and Financial Statements
Corporate governance
report continued
Time commitment
The Board is satisfied that the Chair and each of the
Non-Executive Directors committed sufficient time
during the year to enable them to fulfil their duties as
Directors of the Company. None of the Non-Executive
Directors have any conflicts of interest.
Induction and professional development
The Chair is responsible for ensuring that induction
and training are provided to each Director and for
organising the induction process and regular updating
and training of Board members.
Training and updates in relation to the business of the
Group and the legal and regulatory responsibilities
of Directors were provided throughout the year
by a variety of means including presentations by
executives, visits to business operations, external
presentations and circulation of briefing material.
Individual Directors are also expected to take
responsibility for identifying their training needs and
ensuring they are adequately informed about the
Group and their responsibilities as a Director. The
Board is confident that all its members have the
knowledge, ability and experience to perform the
functions required of a Director of a listed company.
Access to independent advice
Any Director who considers it necessary or
appropriate may take independent, professional
advice at the Company’s expense. None of the
Directors sought such advice in the year.
Board evaluation and performance review
Towards the end of the financial year, the Board
conducted an internal annual evaluation of its own
performance, of each of its sub-committees and
of each individual Director. The Board considered
65
the need for external facilitation of this process
but decided it was unnecessary at this stage in
its development.
The Board evaluation was led by the Chair. He
conducted one-to-one interviews with each of the
Directors, and then reported to the Nomination
Committee where his findings were considered. The
review concluded that the Board, its sub-committees
and each of the Directors continued to be effective.
The Board recognises D&I benchmarks and noted that
its diversity did not fully reflect the position across
the Group and resolved to consider this when making
new appointments.
Nomination Committee
The Nomination Committee and the Board seek
to maintain an appropriate balance between the
Executive and Non-Executive Directors.
The Nomination Committee Chair is William
Macpherson. The Committee has full responsibility
for reviewing the Board structure and for interviewing
and nominating candidates to serve on the Board
as well as reviewing senior executive development.
Suitable candidates, once nominated, meet with
the Chair and the Chief Executive Officer. The
candidates are then put forward for consideration and
appointment by the Board as a whole. The Committee
has access to external professional advice at the
Company’s expense as and when required.
The main roles and responsibilities of the Nomination
Committee are set out in written terms of reference
which are available on the Company’s website,
www.wilmingtonplc.com/investors/corporate-
governance/roles-board. Details of the Nomination
Committee’s activities can be found in the Nomination
Committee report on page 71.
Audit Committee
The Audit Committee is composed of all the
Non-Executive Directors excluding the Company
Chair. Martin Morgan, the Company Chair, stood down
from the Audit Committee on 23 November 2022
to facilitate full compliance with the UK Code. The
Audit Committee Chair is Paul Dollman. The Board
considers that Paul has the necessary recent and
relevant experience to fulfil the role.
The main roles and responsibilities of the Audit
Committee are set out in written terms of reference
which are available on the Company’s website,
www.wilmingtonplc.com/investors/corporate-
governance/roles-board. Details of the Audit
Committee’s policies and activities can be found in
the Audit Committee report on pages 68 and 70.
Remuneration Committee
The Remuneration Committee is chaired by Helen
Sachdev and consists of all the Non-Executive
Directors including the Chair. It is responsible for
recommending to the Board the framework and policy
for Executive Directors’ remuneration and for setting
the remuneration of the Chair, Executive Directors
and senior management. Given the small size of
the Board, the Committee recognises the potential
for conflicts of interest, and has taken appropriate
measures to minimise the risk. The Committee meets
at least twice a year, and takes advice from the Chief
Executive Officer and external advisors as appropriate.
In carrying out its work, the Board itself determines
the remuneration of the Non-Executive Directors.
The Committee has the power to seek external advice,
and to appoint consultants as and when required in
respect of the remuneration of Executive Directors.
Wilmington plc Annual Report and Financial Statements Corporate governance
report continued
The main roles and responsibilities of the
Remuneration Committee are set out in written terms
of reference which are available on the Company’s
website, www.wilmingtonplc.com/investors/
corporate-governance/roles-board. Further details
of the Group’s policies on remuneration and service
contracts can be found in the Directors’ remuneration
report on pages 72 to 86.
Risk management and internal
controls
The Board maintains an ongoing process for
identifying, evaluating and managing significant risks
faced by the Group. In line with the recommendations
of TCFD, Board level oversight of climate-related risks
and opportunities sits with the Senior Independent
Director and the Chief Financial Officer. Further details
on the key features of the risk management and
internal controls can be found in the section on risks
and uncertainties facing the business on pages
41 to 49.
Relations with shareholders
Dialogue with institutional shareholders
The Directors seek to build on a mutual understanding
of objectives between the Company and its
institutional shareholders by means of a programme
of meetings with major shareholders, fund managers
and analysts each year. The Company also makes
presentations to analysts and fund managers
following publication of its half year and full year
results. Copies of the presentations are available
on the Company’s website, www.wilmingtonplc.
com/investors/reports-and-presentations.
The Board regularly receives updates on investor
relations matters.
66
The Chair is available on request to attend meetings
with major shareholders. Since his appointment on
1 May 2018, the Chair attended a number of such
meetings. As referred to earlier, the SID is available
to shareholders if they have concerns which other
contacts have failed to resolve.
The Group’s website includes a specific and
comprehensive investor relations section containing
all RNS announcements, share price information,
annual documents available for download and
similar materials.
Constructive use of the Annual
General Meeting
The Annual General Meeting will be held on
22 November 2023 and a separate notice convening
the meeting is being sent out with this Annual Report
and financial statements. Details of resolutions to be
proposed and an explanation of the items of special
business can be found in the circular that accompanies
the notice convening the meeting. Separate votes are
held for each proposed resolution.
All Directors attend the Annual General Meeting,
at which they have the opportunity to meet with
shareholders. After the formal business has
been concluded, the Chair welcomes questions
from shareholders.
Substantial shareholdings
As at 7 September 2023, the Company is aware of
the following interests amounting to 3.0% or more in
the Company’s issued ordinary share capital:
Aberforth Partners
Gresham House Asset Management
Chelverton Asset Management
NFU Mutual
Individuals
Artemis Investment Management
Herald Investment Management
Columbia Threadneedle Investments
BlackRock
Odyssean Investment Trust
Number of
ordinary
shares
%
20,402,710 23.14%
4.74%
4.36%
4.33%
4.20%
3.87%
3.65%
3.64%
3.59%
3.40%
4,181,451
3,845,000
3,814,859
3,701,092
3,409,476
3,214,632
3,208,767
3,167,135
3,000,000
Board leadership and Company purpose
The Board is responsible for setting and delivering the
Group’s strategy and monitoring how it is performing
against the agreed strategy for the benefit of all
its stakeholders. The Board is also responsible for
defining, monitoring and overseeing the Group’s
culture and ensuring it is aligned to the purpose and
strategy.
Division of responsibilities
The Board has clear written guidelines on the division
of responsibilities between the Chairman, Chief
Executive Officer, Board and Committees
Wilmington plc Annual Report and Financial Statements 67
Corporate governance
report continued
Composition, succession and evaluation
The Board has delegated responsibility to the
Nomination Committee to keep under regular review
the composition of the Board and its Committees.
The Nomination Committee is also responsible
for succession planning and the Group’s policy on
diversity and inclusion
Audit, risk and internal control
The Board has delegated responsibility to the
Audit Committee to oversee the Group’s financial
framework, financial controls and internal controls,
and that policies and procedures are in place to
manage risks appropriately.
Remuneration
The Remuneration Committee is responsible on
behalf of the Board for determining and monitoring
the strategy and policy on remuneration, termination,
performance-related pay, pension arrangements,
share incentive plans to support the Group’s strategy,
and remuneration reporting and disclosure.
By order of the Board and signed on its behalf by:
Martin Morgan
Chair
22 September 2023
Wilmington plc Annual Report and Financial Statements Audit Committee report
Supporting integrity
and compliance
The Committee held three meetings in the year ended
30 June 2023 and members’ attendance at meetings
is set out below:
Committee
Committee
meetings
meetings
attended
eligible
to attend
3
1
3
3
3
1
3
3
Paul Dollman (Chair)
Martin Morgan
(stood down 23/11/2022)
Helen Sachdev
William Macpherson
Dear Shareholder
I am pleased to present this year’s Audit Committee
report. The Committee supports the Board in
fulfilling its responsibilities in respect of monitoring
the integrity of the Group’s reporting process and
adherence to the Group’s accounting policies and
procedures, as well as ensuring that risks are
carefully identified and assessed and that sound
systems of risk management and internal control
are implemented.
Committee membership
and meetings
The Audit Committee (the ‘Committee’) was in place
throughout the financial year and is chaired by
Paul Dollman. The Board considers that Paul has
the appropriate financial expertise, as required by
Principle C3.1 of the UK Corporate Governance Code
(the ‘UK Code’), as he is a Chartered Accountant,
has held executive roles in financial positions in
other companies, including being Group Finance
Director of a FTSE 250 company, and chairs another
company’s audit committee.
The UK Code states that the Company Chair should
not be a member of the Audit Committee. Martin
Morgan, the Company Chair, stood down from the
68
Audit Committee on 23 November 2022 to facilitate
full compliance with the UK Code.
The Committee meets at least twice during the year
and as and when required. Representatives of the
external auditor attend each meeting along with the
Chief Executive Officer, the Chief Financial Officer and
the Deputy Chief Financial Officer, unless there is a
conflict of interest. Other relevant people from the
business are also invited to attend certain meetings
or parts of meetings to provide a deeper level of
insight into certain key issues and developments.
Once a year, the Committee meets separately with the
external auditor and with management without the
other being present.
Key activities
The key activities of the Audit Committee are
as follows:
Financial reporting
• Monitoring the integrity of the annual and interim
financial statements, the accompanying reports
to shareholders and corporate governance
statements including any significant financial
reporting judgments contained in them.
• Reporting to the Board the Company’s
assessment of any new or amended
accounting standards.
• Providing advice to the Board on whether
the Annual Report and financial statements,
when taken as a whole, is fair, balanced and
understandable and provides all the necessary
information for shareholders to assess the
Company’s performance, business model
and strategy.
Wilmington plc Annual Report and Financial Statements
Wilmington plc Annual Report and Financial Statements
69
• Reviewed the Group’s whistleblowing policy,
ensuring that it met FCA rules and good standards
of corporate governance.
• Reviewed internal audit reports.
• Reviewed, together with the Board,
the risk assessment and going concern and
viability review.
Audit Committee report
continued
Risk management and internal controls
Internal audit
•
In conjunction with the Board reviewing and
monitoring the effectiveness of the Group’s
internal control and risk management systems,
including reviewing the process for identifying,
assessing and reporting all key risks. See the risks
and uncertainties facing the business on pages 41
to 49.
• To oversee the Group’s whistleblowing provisions,
Modern Slavery and ABC policies to ensure that
they are operating effectively.
External audit
• To annually assess the internal audit requirements
of the Company.
• To monitor and review the effectiveness of the
Internal Audit function.
Activities of the Committee
in relation to the year ended
30 June 2023
• Assessed and reported to the Board on whether
the Annual Report and financial statements are
fair, balanced and understandable.
• To make recommendations to the Board in relation
to the appointment and removal of the external
auditor and to approve their remuneration and
terms of engagement.
• Reviewed and discussed with the external auditor
the key accounting considerations and judgments
reflected in the Group’s results for the six month
period ended 31 December 2022.
• To review and monitor the external auditor
independence and objectivity and the
effectiveness of the audit process, taking into
consideration relevant UK professional and
regulatory requirements.
• To develop and implement policy on the
engagement of the external auditor to supply
non-audit services, taking into account relevant
ethical guidance regarding the provision
of non‑audit services by the external audit
firm, and to report to the Board, identifying any
matters in respect of which it considers that
action or improvement is needed and making
recommendations as to the steps to be taken.
• Reviewed and agreed the external auditors audit
plan in advance of their audit for the year ended
30 June 2023.
• Discussed the report received from the external
auditor regarding their audit in respect of the year
ended 30 June 2023 which included comments on
their findings on internal control and a statement
on their independence and objectivity.
• Considered key accounting matters and new
accounting standards and amendments, including
TCFD disclosures, with particular focus on the
significant areas below.
Audit Committee report
continued
70
Key discussions in the year
The significant areas considered by the Committee
and discussed with the external auditor during the
year were:
Key financial and IT controls
The Committee reviewed the adequacy and
appropriateness of the Group’s system of controls and
its effectiveness with relevant input from the Group’s
external auditor. The Committee has continued to
monitor the Group’s emerging risks in relation to
technology and the suitability of its technology
controls in response to this.
Goodwill and intangible asset impairment
The Committee received reports from management
on the carrying value of goodwill and intangible
assets. The Committee reviewed management’s
recommendations, which were also considered
by the external auditor, including evaluation of
the appropriateness of the assumptions applied
in determining asset carrying values and the
appropriateness of the identification of cash
generating units. After review, the Committee
was satisfied with the assumptions and judgments
applied by management and concluded that the
carrying values were appropriate and no impairments
were required.
Revenue recognition
The Committee considered the inherent risk of fraud in
revenue recognition as defined by auditing standards
and was satisfied that there were no issues arising.
External audit
This year Grant Thornton UK LLP completed their
fourth year as the Group’s external auditor. Sergio
Cardoso completed his fourth year as the external
audit partner. The Audit Committee is responsible
for reviewing the independence and objectivity of
the external auditor and ensuring this is safeguarded
notwithstanding any provision of any other services
to the Group.
The Committee recognises the importance of
safeguarding auditor objectivity and has taken the
following steps to ensure that auditor independence
is not compromised.
External auditor effectiveness
The Audit Committee carries out each year a full
evaluation of the external auditor as to its complete
independence from the Group and relevant officers
of the Group in all material respects and that it is
adequately resourced and technically capable to
deliver an objective audit to shareholders. Based on
this review the Audit Committee recommends to the
Board each year the continuation, or removal and
replacement, of the external auditor.
The external auditor’s, Grant Thornton UK LLP, report
to the Directors and the Audit Committee confirming
their independence in accordance with Auditing
Standards. In addition to the steps taken by the Board
to safeguard auditor objectivity, the Audit Practices
Board Ethical Standard 3 requires audit partner
rotation every five years for listed companies.
Non‑audit services
The Committee considers that certain non-audit
services should be provided by the external auditor,
because its existing knowledge of the business makes
this the most efficient and effective way for non-audit
services to be carried out. The Audit Committee gives
careful consideration before appointing the auditor to
provide other services. The Group regularly uses other
providers to ensure that independence and full value
for money are achieved. Other services are generally
limited to work that is closely related to the annual
audit or where the work is of such a nature that a
detailed understanding of the business is necessary.
In the year the external auditor performed non-audit
services totalling £17k which represents 4% of the
audit fee of £380k. These services were in relation to
the interim review. The Audit Committee approved the
appointment of Grant Thornton on the basis that it
was best placed to provide the services and there was
no conflict of interest with its role as external auditor.
Internal audit
The Group operates a limited internal audit process
which performs relevant reviews as part of a
programme approved by the Audit Committee.
The Committee considers any issues or risks arising
from internal audit in order that appropriate actions
can be undertaken for their satisfactory resolution.
Approved on behalf of the Audit Committee by:
Paul Dollman
Chair of the Audit Committee
22 September 2023
Wilmington plc Annual Report and Financial Statements Nomination Committee report
Maintaining a
strong Board
Committee membership and meetings
The Nomination Committee (the ‘Committee’) is comprised of the
Company Chair and three Independent Non-Executive Directors.
Key responsibilities
The key responsibilities of the Committee are to:
•
•
•
•
review the size, balance and constitution of the Board including
the diversity and balance of skills, knowledge and experience of
the Non-Executive Directors;
consider succession planning for Directors and other
senior executives;
identify and nominate for the approval of the Board candidates
to fill Board vacancies;
review annually the time commitment required of Non‑Executive
Directors; and
The Committee met once during the
year to 30 June 2023 and members’
attendance at meetings is set
out below:
Committee
Committee
meetings
meetings
attended
eligible
to attend
William
Macpherson
(Chair)
Paul Dollman
Helen Sachdev
Martin Morgan
1
1
1
1
1
1
1
1
• make recommendations for the Board, in consultation with
the respective Committee Chair regarding membership of the
Audit and Remuneration Committees.
Main activities of the Committee during the year and subsequent to
the year end.
Dear Shareholder
I am pleased to present the Nomination
Committee report for the year ended
30 June 2023.
The key matters considered at these meetings were:
i) Board composition
The Committee reviewed the composition of the Board
including the range of skills, level of experience and balance
Wilmington plc Annual Report and Financial Statements
71
between Executive and Non-Executive Directors.
The Committee also reviewed the membership
of the various Board Committees. The Committee
concluded that the current membership of the Board
and the Board Committees was appropriate for the
needs of the business.
ii) Board evaluation
Details of the Board and sub-committee evaluation
process undertaken in this year are included in the
Governance review on pages 60 to 67. As part of that
process the Non-Executive Directors met without the
Company Chair present to evaluate his performance.
The review of the Company Chair’s effectiveness
was led by the SID. The review concluded that the
Company Chair had been highly effective in his role.
iii) Succession planning
The Committee kept under review the succession
plans for both the Executive and Non-Executive
Directors and the level of senior management
immediately below Board level.
iv) Other senior management representation
The Committee maintained oversight over various
senior management changes that occurred across the
Group over the year. Regular updates were received
from the executives on the progress of the searches
and the plans for dealing with reporting line changes
that resulted from certain of the departures.
v) Worker representation
William Macpherson is the Director responsible for
worker representation.
Approved on behalf of the Nomination Committee by:
William Macpherson
Chair of the Nomination Committee
22 September 2023
Directors’ remuneration
report
Remuneration
Committee Chair’s
Annual Statement
Dear Shareholder
On behalf of the Committee I am pleased to share our
Directors’ Remuneration report for the year to 30 June
2023.
Our Directors’ Remuneration report, which is subject
to an advisory shareholder vote at the 2023 AGM,
explains the work of the Committee, how we have
implemented our Remuneration Policy (the ‘Policy’) for
the year to 30 June 2023 and how we intend to apply
it for the 2024 financial year.
For ease of reference, a summary of the key elements
of the Policy is included on page 75. The full Policy
as approved at the 2021 AGM with 98% of all
votes cast in favour is included in the Directors’
Remuneration report for the year ended 30 June
2021, which is available on the Company’s website at
www.wilmingtonplc.com/reports-and-presentations.
In line with the usual timetable, we will review the
Policy during the course of the current financial year
to ensure that it continues to support delivery of the
business’ strategy in advance of seeking shareholder
approval for a new Policy at the 2024 AGM. We will
engage with shareholders as appropriate in relation to
the new Policy during the course of the year.
2023 remuneration in the context
of our business performance and
outcomes for our key stakeholders
Our aim is to always consider the wider workforce, our
shareholders and other stakeholders by taking a fair,
prudent and balanced approach to remuneration, in
line with the Board’s wider stakeholder engagement
strategy as disclosed in the Section 172 statement on
pages 23 and 25.
As detailed in our Strategic report, we continue to
deliver our strategy and our progress is reflected by
the strong results we have reported. The resilience
of the business in response to challenging times
Wilmington plc Annual Report and Financial Statements
72
demonstrates the Group’s ability to adapt to change
and continue to deliver exceptional customer service
under the guidance of the strong executive team. The
Group’s success also reflects the ongoing motivation
of our employees who continue to deliver to the
highest standards in all areas of activity.
Wider workforce
We continue to engage regularly with our workforce
on the issues that matter to them, particularly
diversity, wellbeing and development as well as
reward and recognition. Our employee engagement
survey and performance review process offer the
opportunity to understand how employees feel about
their own reward.
The Board embarked on a programme of work to
meaningfully engage with our workforce, led by
William Macpherson. As part of this exercise,
William Macpherson and Helen Sachdev attended
a workshop led by Wilmington plc CPO on the
topic of Reward. The purpose of the session was
to engage with the workforce on the Wilmington
plc wide Reward strategy and in particular the
alignment of executive remuneration and that of
the wider workforce. Key to this are the strategic
pillars of; paying fairly against market, paying for
performance, having clarity around the reasons for
pay decisions and equipping the business to do apply
these principles to reward decisions. The session
was attended by 12 employees chosen at random.
The session was informative and reinforced that the
principles of executive remuneration are consistent
with those of the wider workforce.
73
Directors’ remuneration
report continued
Annual bonus and PSP awards
vesting in respect of the performance
period to 30 June 2023
The Committee has reviewed performance against
each of the previously approved measures to
determine the bonus outturn and PSP vesting in
respect of the period ended 30 June 2023. Based on
strong delivery against performance measures in the
year, the Committee approved a bonus outturn equal
to 74% of salary for the Executive Directors.
The Committee also reviewed the outturn of the
performance metrics applied to the PSP award
granted to Mark Milner in September 2020 and
Guy Millward in February 2021. The performance
over the three-year period to 30 June 2023 was
considered and the Committee approved an outturn
of 100% in respect of these awards.
The Committee reviewed the formulaic outturn of
both the bonus and the PSP award, and after careful
consideration concluded that these outturns were
appropriate and reflected the performance of the
Group in the periods to which they relate. Details of
the performance measures and achievements against
them in respect of the bonus and PSP awards are set
out on pages 81 and 82 respectively.
Implementation of our Policy for the
year ending 30 June 2024
Base salary and fees
Each of Mark Milner and Guy Millward’s has been
awarded a salary increase of 5% (to £417,000 in the
case of Mark Milner and to £294,000 in the case of
Guy Millward) with effect from 1 July 2023. Reflecting
our intended approach disclosed in last year’s report,
these increases are in line with the average increase
for the wider workforce in the UK and take into account
the ongoing strong performance of the Group and the
Executive Directors in their roles.
average ROCE over the performance period must be
at least 10%, and any awards that vest will be subject
to a two-year post-vesting holding period in line with
the Policy.
Chair fees and Non-Executive fees
Chair fees and non-executive fees have been
increased with effect from 1 July 2023 by 5% in
line with general workforce increases. The Chair’s
base fee was increased from £140,000 to £147,000
and the NED base fee to £54,023. No additional
fee is paid for chairing board committees, but an
additional £3,000 is payable with effect from 1 July
2023 to Paul Dollman to reflect the additional time
and responsibilities associated with his holding the
position of SID.
Attendance
The Committee held three meetings in the year ended
30 June 2023 and members’ attendance at meetings
is set out below:
Committee
meetings
attended
meetings
Committee
eligible to
attend
3
3
3
3
3
3
3
3
Helen Sachdev (Chair)
Martin Morgan
Paul Dollman
William Macpherson
Pension
As disclosed in previous Directors’ Remuneration
reports, Mark Milner agreed to a reduction in his
pension/cash in lieu of pension which has therefore
been aligned with the wider workforce in the UK at
5% of salary with effect from 1 January 2023.
Guy Millward already received a pension / cash in
lieu of pension of 5% of salary. This level of pension
provision will apply for each Executive Director for the
year ending 30 June 2024.
Annual bonus
Each of the Executive Directors are eligible to earn a
bonus of up to 125% of salary. Vesting is based on
adjusted PBT (42.5% of the opportunity), organic
revenue growth (42.5% of the opportunity) and key
strategic measures (15% of the opportunity). Details
of the performance measures and achievements
against them will be set out in next year’s Directors’
Remuneration report. 20% of the bonus earned will be
deferred into shares for two years in line with the Policy.
PSP
The maximum PSP opportunity under our Policy is
equal to 150% of salary. Awards in respect of the
year to 30 June 2024 will be granted at a level of
125% of salary for Mark Milner and 100% of salary
for Guy Millward.
Vesting will be subject to performance measures
based on adjusted EPS and organic revenue growth
with targets being finalised in the next few weeks.
Vesting will also be subject to an underpin such that
Wilmington plc Annual Report and Financial Statements
74
Directors’ remuneration
report continued
Conclusion
We remain committed to a responsible approach
to executive remuneration, as I trust this Directors’
Remuneration report demonstrates. We believe that
the Policy operated as intended in respect of the year
to 30 June 2023 and consider that the remuneration
received by the Executive Directors was appropriate,
taking account of the Group’s performance during the
year, their personal performance and the experience
of shareholders and employees.
I look forward to receiving your support at our 2023
Annual General Meeting, where I will be pleased to
answer any questions you may have on this report or
in relation to any of the Committee’s activities.
Helen Sachdev
Chair of the Remuneration Committee
22 September 2023
Wilmington plc Annual Report and Financial Statements Directors’ remuneration
report continued
Directors’ remuneration
policy
The Remuneration Policy was approved
by shareholders at the 2021 AGM
on 3 November 2021, and became
effective from this date. The full
Remuneration Policy as approved by
shareholders is available in the 2021
Annual Report, found on our website
at www.wilmingtonplc.com/reports-
and-presentations.
We have set out a summary below of
those parts of the Remuneration Policy
which we consider shareholders will
find most useful in the context of the
Directors’ reward for the year ended
30 June 2024.
When determining the Policy, the
Committee considered clarity, simplicity,
risk, predictability, proportionality
and alignment to culture as set out
in the Corporate Governance Code.
Further details are set out in the 2021
Directors’ Remuneration report.
75
Element
Financial year 2023/24 operation and opportunity summary
Base salary
The Committee has reviewed base salary taking into account:
• performance of the Group and pay conditions elsewhere in the workforce;
• performance of the individual;
• changes in position or responsibility; and
• market competitiveness.
The Committee considered all of these factors in concluding that Mark Milner’s base salary will increase by 5% and Guy Millward’s base
salary will increase by 5%, effective 1 July 2023.
Pension
The Committee has the discretion to pay cash supplements in lieu of some or all pension contributions in appropriate circumstances.
Mark Milner’s pension contribution will reduce from 10% to 5% of salary effective 1 January 2023 to align to the level available to
the wider workforce. There will be no change to Guy Millward’s pensions contribution which already aligns to that available to the
wider workforce.
Benefits
Executive Directors receive benefits in line with market practice.
The Directors will continue to receive a car allowance, private medical insurance and income protection benefit.
Bonus
The maximum bonus is 125% of base salary.
The majority of the bonus opportunity will be determined by financial measures, with stretching targets set each year reflecting the
business priorities which underpin Group strategy and align to key performance indicators.
The measures set for 2023/24 and their relative weighting are:
• Adjusted PBT - 42.5%
• Organic revenue growth - 42.5%
• ESG and strategic measures - 15%
Vesting of the maximum opportunity will apply on a sliding scale up to 100% of maximum potential for each element of the bonus based
on the satisfaction of performance conditions, with no more than 50% of the potential earned for achieving a target level of performance.
Performance
share plan
(‘PSP’)
Awards in respect of the Company’s 2023/24 financial year will be at a level not exceeding 125% of base salary.
Awards under the PSP will be based on financial metrics with respect to at least 80% of the award, and metrics chosen will be those
which the Committee considers to be the most appropriate measures of longer-term performance. Metrics chosen in respect of the
2023/24 award are:
Earnings per share – 65%
Compound annual organic revenue growth – 35%
The threshold pay-out level under the PSP is 25% of the maximum award
There will usually be straight line vesting between threshold and maximum performance.
The level of vesting in respect of any metric is subject to the Committee’s discretion to override formulaic outturns.
Wilmington plc Annual Report and Financial Statements 76
Directors’ remuneration
report continued
Shareholding guidelines
In-service
To further align the interests of Executive Directors
with those of shareholders, we have adopted formal
shareholding guidelines, in accordance with which
Executive Directors must retain 50% of the after
tax shares they acquire on the vesting of PSP and
DBP awards until such time as a total personal
shareholding equal to 200% of base salary has been
achieved. Shares which are subject to the two year
holding period under the PSP or which are subject to
a DBP award will count towards the requirement, on
a net of assumed tax basis where relevant.
Illustration of the application of the Remuneration Policy
The following charts set out for each of the Executive
Directors an illustration of the application for the
financial year 2022/23 of the Remuneration Policy set
out above. The charts show the split of remuneration
between fixed pay and variable pay in the Policy for:
• maximum remuneration receivable (not allowing
for any share price appreciation); and
• maximum remuneration receivable assuming
a 50% increase in the Company’s share price for
the purposes of the PSP element.
• minimum remuneration receivable — salary, fees,
taxable benefits and pension;
•
the remuneration receivable if the Director
was, in respect of any performance measures
or targets, performing in line with the
Company’s expectation;
The Committee believes an appropriate proportion
of the Executive Directors’ remuneration links
reward to corporate and individual performance and
is aligned to the Group’s strategic priorities.
Post-employment
Mark Milner
Guy Millward
The Committee has adopted a post-employment
shareholding requirement. Shares are subject to this
requirement only if they are acquired from PSP and
DBP awards granted after 1 July 2021. Following
employment, an Executive Director must retain:
•
•
for the first year after employment, such of their
shares which are subject to the post-employment
requirement as have a value for these purposes
equal to 100% of salary; and
for the second year after employment, such of
those shares as have a value for these purposes
equal to 50% of salary,
• or in either case and if fewer, all of those shares.
£1,770k
£1,770k
£1,509k
£1,509k
35%
35%
44%
44%
£901k
£901k
19%
19%
£467k
£467k
29%
29%
35%
35%
29%
29%
£1,147k
£1,147k
£1,00k
£1,00k
29%
29%
38%
38%
£620k
£620k
16%
16%
£338k
£338k
30%
30%
37%
37%
32%
32%
100%
100%
52%
52%
32%
32%
26%
26%
100%
100%
54%
54%
34%
34%
30%
30%
Minimum
performance
Minimum
performance
Performance
in line with
expectations
Performance
in line with
expectations
Maximum
performance
Maximum
performance
Maximum
performance
plus share price
appreciation
Maximum
performance
plus share price
appreciation
Minimum
performance
Minimum
performance
Performance
in line with
expectations
Performance
in line with
expectations
Maximum
performance
Maximum
performance
Maximum
performance
plus share price
appreciation
Maximum
performance
plus share price
appreciation
Fixed pay
Fixed pay
Bonus
Bonus
PSP
PSP
Fixed pay
Fixed pay
Bonus
Bonus
PSP
PSP
Wilmington plc Annual Report and Financial Statements 77
Directors’ remuneration
report continued
In illustrating the potential reward, the following assumptions have been made:
Basic performance
In line with expectations
Maximum performance
Maximum performance plus share price
appreciation
Fixed pay
Based on salary effective as at 1 July 2023, £417,000 for Mark Milner and £294,000 for Guy Millward. A pension contribution of 5% of salary for both and benefits earned for the year ended
30 June 2023.
Bonus
No bonus.
PSP
No PSP vesting.
50% of the maximum bonus is earned
(i.e. 62.5% of salary).
33% of the PSP awards vest (i.e.33%
of salary).
125% of salary.
125% of salary.
In the case of Mark Milner: 125% of salary
In the case of Guy Millward: 100% of salary.
In the case of Mark Milner: 125% of salary
plus an assumed 50% increase in the
share price.
In the case of Guy Millward: 100% of salary
plus an assumed 50% increase in the
share price.
Non‑Executive Directors
Purpose and link to strategy
Operation
Opportunity
Performance metrics
Non-Executive
Director fees
and provision
of relevant
benefits
Fees are set at a level that reflects
market conditions and is sufficient to
attract individuals with appropriate
knowledge and experience.
Fees are reviewed periodically and amended to reflect any change in responsibilities and time
commitments. Where appropriate external advice is taken on setting market competitive fees.
The Non-Executive Directors do not participate in any of the Group’s share incentive plans nor do
they receive any benefits or pension contributions.
Non-Executive Directors may be eligible to receive benefits such as the use of secretarial support,
travel costs or other benefits that may be appropriate.
Fees are based on the
time commitment and
responsibilities of the role.
Fees are subject to an
overall cap as set out in
the Company’s articles
of association.
Not applicable.
Service Contracts and letters of appointment
Details of the Executive Directors’ service contracts and Non-Executive Directors’ letters of appointment are set out on below.
Executive Directors
Mark Milner
Guy Millward
Contract commencement date
July 2019
November 2020
Non-Executive Directors
Date of initial appointment
Martin Morgan
Paul Dollman
Helen Sachdev
William Macpherson
May 2018
September 2015
April 2020
February 2021
Notice period
12 months
12 months
Notice period
6 months
3 months
3 months
3 months
Expiry of current term
23 November 2025
23 November 2025
23 November 2025
23 November 2025
Wilmington plc Annual Report and Financial Statements Directors’ remuneration
report continued
Annual Report
on remuneration
Certain details set out
on pages 72 to 82 of this
report have been audited
by Grant Thornton
UK LLP.
Introduction
(unaudited
information)
The following section
provides details of the
remuneration earned
by the Directors in
respect of the year in
line with the Directors’
Remuneration
Policy approved
by shareholders at
the 2021 Annual
General Meeting.
Single total figure of remuneration for each Director (audited information)
The tables below report the total remuneration receivable in respect of qualifying services by each Director during the year.
2023
Executive Directors
Mark Milner
Guy Millward
Non-Executive Directors
Martin Morgan
Paul Dollman
Helen Sachdev
William Macpherson
2022
Executive Directors
Mark Milner
Guy Millward1
Non-Executive Directors
Martin Morgan
Paul Dollman
Helen Sachdev
William Macpherson2
Total salary
Total salary
and fees(a)(a)
and fees
£’000
£’000
Taxable
Taxable
benefits(b)(b)
benefits
£’000
£’000
Pensions
Pensions
related
related
benefits(c)(c)
benefits
£’000
£’000
Total fixed
Total fixed
remuneration
remuneration
£’000
£’000
Annual
Annual
bonus(d)(d)
bonus
£’000
£’000
PSPPSP(e)(e)
£’000
£’000
Total variable
Total variable
remuneration
remuneration
£’000
£’000
397
280
140
55
52
52
368
266
128
49
49
49
32
32
—
—
—
—
32
32
—
—
—
—
25
11
—
—
—
—
32
11
—
—
—
—
454
323
140
55
52
52
432
309
128
49
49
49
293
207
—
—
—
—
459
333
—
—
—
—
883
163
—
—
—
—
175
—
—
—
—
—
1,176
370
—
—
—
—
634
333
—
—
—
—
78
Total
Total
£’000
£’000
1,630
693
140
55
52
52
1,066
642
128
49
49
49
a) Total salary and fees – the amount of salary/fees received in the year.
e) PSP – the value of performance related incentives vesting in respect of the
b) Taxable benefits – the taxable value of benefits received in the year (i.e. car
allowance, private medical insurance and income protection) plus, in the case
of Mark Milner, the value of the SAYE option granted in November 2020.
c) Pensions related benefits – this is the amount of the cash payments in lieu
of pension contributions made in the year.
d) Annual bonus — the value of the bonus earned in respect of the year, of which
20% will be deferred in shares. A description of performance against the
objectives, which applied for the year ended 30 June 2023, is provided on page
79.
financial year. A description of performance against the targets which applied for
the awards vesting in respect of performance in the financial year is provided on
page 81. The award will vest on 30 September 2023 and the estimated value of
the award shown above is based on the three-month average share price to 30
June 2023 (£2.86) and the value of dividends that would have accrued on vested
shares during the performance period, which will be paid to Mr Milner and Mr
Millward.
1. Guy Millward joined the Board on 5 November 2020. His remuneration reported in the single figure table is from this date. 2. William Macpherson joined the board as Non-Executive Director on 11 February 2021. His remuneration reported in
the single figure table is from this date.
Wilmington plc Annual Report and Financial Statements 79
Annual bonus
For the year ended 30 June 2023 (audited information)
Each Executive Director was eligible to earn a bonus of up to 125% of their salary, with the performance
measures weighted as follows in respect of the maximum opportunity.
Measure
Organic revenue growth*
Adjusted Profit measure*
Strategic and operational measures
Weighting (% of base salary)
53.1%
53.1%
18.8%
The following provides the Adjusted Profit and personal strategic objectives reference points together with the
out-turns for 2022/2023.
Minimum
target set
Organic revenue growth*
7.0%
Adjusted Profit*
£21.3m
Maximum
target set
11.0%
£26.0m
Performance out-turn
Bonus earned as a % of
base salary
8.8%
£24.1m
23.9%
31.2%
* Adjusted Profit is profit from continuing operations before adjusting items, impairment and other income. Organic revenue growth is revenue growth excluding
discontinued operations.
Directors’ remuneration
report continued
Total salary and fees
Total salary and fees are based on the need to retain
the skills and knowledge that the Executive and
Non-Executive Directors bring to the Company.
For the year ended 30 June 2023
(audited information)
For the year ended 30 June 2023 Mark Milner’s
salary was increased by 8% to £397,000 and Guy
Millward’s salary was increased by 5% to £280,000.
As disclosed in last year’s Directors’ Remuneration
report, Mark Milner’s salary increase was awarded
taking into account that he had not received a salary
increase since his appointment as Chief Executive
Officer in June 2019, his strong performance and
contribution since his appointment and the fact that
he has taken a reduction in his pension from 10% of
salary to 5% of salary.
Pensions related benefits
For the year ended 30 June 2023 (audited
information)
Neither Mark Milner nor Guy Millward participated
in a pension scheme. They were paid an amount of
£24,581 and £11,085 respectively in the year in
lieu of pension contributions, reflective of 9% of his
annual salary net of employers’ national insurance
contributions in the case of Mark Milner and 5% of
his annual salary net of employers’ national insurance
contributions in the case of Guy Millward.
Wilmington plc Annual Report and Financial Statements Directors’ remuneration
report continued
Strategic and operational measures
Objectives
salary) Assessment of performance
Weighting
(% of base
The Executive Directors therefore earned bonuses
equal to 74% of salary (equivalent to 59% of
maximum opportunity):
Mark Milner: £293,179
Bonus earned
(% of base
salary)
80
Improve customer engagement scores, measured by
NPS, of 5 businesses by more than 5%.
Improve the employee engagement measure, using
the Peakon employee engagement score, to 7.4.
9.4% NPS scores were improved by more than 5%,
9.4%
Guy Millward: £206,828
objective achieved.
9.4% Score of 7.4 recorded, objective achieved.
9.4%
20% of the amount earned will be deferred into
shares for two years.
The Committee carefully considered the bonus
outturns in the context of overall performance,
including the quality of earnings and ROCE
performance, and the shareholder and employee
experience. The Committee considered that the bonus
outturns were appropriate.
PSP
Awards vesting in respect of the year ended 30 June
2023 (audited information)
PSP awards were granted to Mark Milner and Guy
Millward on 30 September 2020 and 26 February
2021 respectively that are due to vest on 30
September 2023. The awards were subject to EPS
growth, organic revenue growth and relative TSR
performance against the FTSE SmallCap index over a
three-year period to 30 June 2023. The table below
details the Company’s performance against these
performance measures for the three-year performance
period and the vesting out-turn.
Wilmington plc Annual Report and Financial Statements Directors’ remuneration
report continued
Target range
Weighting
(% of award)
Minimum
(25% of
maximum)
Maximum
(100% of
maximum)
Performance
Vesting
40%
20%
40%
15.7p
18.9p
21.49p
100%
12.0%
14%
23.2%
100%
Median Upper quartile Upper quartile
100%
Element
Annual EPS
Organic revenue
growth1
TSR versus FTSE
SmallCap
Total vesting
outcome
100%
Amount
of award
attributable
to share price
appreciation
since grant
133%
54%
Number
of shares
vesting
based on
performance
Number of
shares
granted2
Dividend
equivalents3
Total value
of award on
vesting4
Mark Milner
Guy Millward
285,714
285,714
22,977
£882,856
52,791
52,791
4,245
£163,123
1. Organic revenue growth excludes the impact of changes in foreign currency exchange rates and excluding the
impact of changes in the Company’s portfolio from acquisitions and disposals. 2. A share price of £1.225 for Mr Milner
and £1.854 for Mr Millward (five day average share price prior to grant) were used to determine the number of shares
granted. The value of the vested shares is estimated based on a share price of £2.86. Therefore, the proportion of the
total value of the award attributable to share price growth since the grant date is estimated to be 133% and 54%
respectively. The Committee did not consider that it was necessary to exercise discretion in respect of share price
appreciation since the grant date. 3. Calculated based on the value of dividends that would have accrued on vested
shares during the performance period. 4. Calculated based on the three month average share price to 30 June 2023
(£2.86).
81
Mark Milner and Guy Millward are required to hold no less than 50% of the vested
shares (net of tax) for a minimum of two years post-vesting.
The Committee carefully considered the PSP outturn in the context of overall
performance, including the quality of earnings and ROCE performance, and the
shareholder and employee experience. The Committee considered that the PSP
outturn was appropriate.
PSP Awards granted during the year
In respect of the year ended 30 June 2023 the following PSP awards were granted
as detailed in the table below.
Name
Date of
grant
Type of
award
Maximum
opportunity
Number
of shares
Face value
at grant
% of award
vesting at
minimum
threshold
Mark Milner
30-Sep-22
Guy Millward
30-Sep-22
PSP
PSP
100%
of salary
100%
of salary
175,726
£495,5471
99,150
£279,6031
25%
25%
1. The face value is based on a price of 282p, being the average share price from the five business days immediately
preceding the award being granted on 30 September 2022.
The performance measures are disclosed below:
65% of award — EPS in the 2024/25 financial year
Percentage of Award Vesting
Less than 22.8p
22.8p
0.0%
25.0%
More than 22.8p but less than 26.8p
On a straight line basis between 25.0% and 100.0%
26.8p or more than 26.8p
100.0%
35% of award — Organic revenue growth
over a performance period from the 2021/22
financial year to the 2024/25 financial year
Less than 8.4%
8.4%
Percentage of Award Vesting
0.0%
25.0%
More than 8.4% but less than 10.4%
On a straight line basis between 25.0% and 100.0%
10.4% or more than 10.4%
100.0%
Wilmington plc Annual Report and Financial Statements Directors’ remuneration
report continued
The Committee may reduce the extent of vesting if the Committee considers that
any value of the vested award represents a windfall gain caused by the impact on
the share price due to the Covid-19 pandemic. In assessing this, the Committee
will take into account a number of factors, including share price performance
over the vesting period on an absolute and relative basis against peer companies,
underlying financial performance of the Group during the performance period and
the impact of any significant events during the vesting period on the Group’s share
price or the market as a whole.
The Executive Directors will be required to retain all of the vested shares
(net of taxes) for a minimum of two years post‑vesting.
Shareholding guidelines and statement of Directors’
share awards (audited information)
Shareholding guidelines for Executives have been adopted, linked to the outturn
from the PSP. At the time awards vest under the PSP (or any other Executive
plan established in the future), Executive Directors will be expected to retain no
fewer than 50% of vested shares (net of taxes) until such time as a total personal
shareholding equivalent to 200% of pre-tax base salary has been achieved. This
retention requirement also applies to 50% of the net vested shares under deferred
bonus awards.
The holdings of those persons who served as Directors during the year, and of their
families, are as follows:
Mark Milner
Guy Millward
Martin Morgan
Paul Dollman
Helen Sachdev
Beneficial/
non-beneficial
At 30 June
2022
Movement
in year
At 30 June
2023
At 30 June
2023
Percentage
Beneficial
45,000
34,759
79,759
0.09%
Beneficial
Beneficial
Beneficial
Beneficial
—
90,000
40,000
10,000
10,000
—
—
—
—
—
—
90,000
40,000
10,000
10,000
—
0.10%
0.05%
0.01%
0.01%
William Macpherson
Beneficial
82
As at 30 June 2023 the Company’s share price was 274.00p and its highest
and lowest share prices during the year ended 30 June 2023 were 356.00p
and 231.00p respectively. Interests are shown as a percentage of shares in issue
at 30 June 2023.
Executive Directors’ interests under share schemes
(audited information)
Awards held under the PSP and SAYE scheme by each person who served
as a Director during the year ended 30 June 2023 are as follows:
Award
date
30 Sept
20194
30 Sept
20201
19 Oct
2020
30 Sept
20213
30 Sept
20223
26 Feb
20212
30 Sept
20213
30 Sept
20223
Mark
Milner
Mark
Milner
Mark
Milner
Mark
Milner
Mark
Milner
Guy
Millward
Guy
Millward
Guy
Millward
Type
of
award
Number of
shares at
01 July 2022
Granted
during
the year
Lapsed
during
the year
Exercised
during
the year
Number of
shares at
30 June
2023
PSP
168,269
— (99,828)
(68,441)
—
PSP
285,714
SAYE
18,750
PSP
164,946
—
—
—
PSP
—
175,726
PSP
52,791
PSP
119,488
—
—
PSP
—
99,150
—
—
—
—
—
—
—
—
285,714
—
18,750
—
164,946
—
175,726
—
52,791
—
119,488
—
99,150
Date
which
awards
vest
30 Sep
2022
30 Sep
2023
1 Dec
2023
30 Sep
2024
30 Sep
2025
30 Sep
2023
30 Sep
2024
30 Sep
2025
1. Performance conditions for awards granted on 30 September 2020 and 26 February 2021 are disclosed on page 79.
The awards are expected to vest at 100%. 2. Performance conditions for awards granted on 30 September 2021 are
disclosed in the 2021/22 financial year Annual Report and Accounts. 3. Performance conditions for awards granted on
30 September 2022 are disclosed on page 81. 4. Awards vested during the year are disclosed in the 2021/22 financial
year Annual Report and Accounts
Wilmington plc Annual Report and Financial Statements Directors’ remuneration
report continued
Dilution (unaudited information)
Awards under the Company’s discretionary schemes which may be satisfied by a
new issue of shares must not exceed 5.0% of the Company’s issued share capital
in any rolling ten year period and the total of all awards satisfied via new issue
shares under all plans (both discretionary and all-employee) must not exceed
10.0% of the Company’s issued share capital in any rolling ten year period.
At 30 June 2023, the headroom under the Company’s 5.0% and 10.0% limits
was 696,364 and 3,650,809 shares respectively, out of an issued share capital of
88,168,807 shares.
Performance graph and table (unaudited information)
The following graph shows, for the year ended 30 June 2023 and for
each of the previous nine years, the total shareholder return on a holding
of the Company’s ordinary shares compared with a hypothetical holding
of shares of the same kind and number as those by reference to which
the FTSE All–Share Media Index and the FTSE Small Cap Index are
calculated. These indices have been chosen as the appropriate comparators
because the Committee believes they contain the most comparable
companies against which to appraise the Company’s share performance.
Payments for loss of office (audited information)
No payments for loss of office were made during the year.
83
Wilmington plc Annual Report and Financial Statements Directors’ remuneration
report continued
Chief Executive Officer single figure
(unaudited information)
Total
remuneration
£’000
Annual bonus as
a % of maximum
opportunity
%
PSP as a %
of maximum
number of
shares
%
1,630
1,066
769
389
398
565
814
677
671
943
59.0%
100.0%
100.0%
—
21.8%
—
61.7%
73.1%
78.5%
88.6%
100.0%
40.7%
—
—
33.3%
60.9%
84.1%
—
—
91.8%
2022/23 Mark Milner
2021/22 Mark Milner
2020/21 Mark Milner
2019/20 Mark Milner
2018/19 Pedro Ros
2017/18 Pedro Ros
2016/17 Pedro Ros
2015/16 Pedro Ros
2014/15 Pedro Ros
2013/14 Charles J Brady
Percentage change in remuneration
of Directors and employees
(unaudited information)
The year-on-year percentage change in salary, taxable benefits and
annual bonus on a rolling basis, for the Executive and Non-Executive
Directors and employees of the Company on a full-time equivalent
basis. The average employee change has been calculated by
reference to the mean of employee pay over the same period.
84
Average
employee
Mark
Milner
Guy
Millward1
Martin
Morgan
Paul
Dollman
Helen
Sachdev
William
Macpherson1
Salary/fees
Taxable
benefits2
Annual
bonus
2022/23
2021/22
2020/21
2022/23
2021/22
2020/21
2022/23
2021/22
2020/21
9%
1%
0%
0%
0%
0%
8%
5%
5%
0%
(20%)
34%
5%
2%
0%
0%
4%
0%
7%
21%
60%
(36%)
(38%)
31%
100%
27%
0%
9%
0%
6%
0%
0%
0%
0%
0%
0%
12%
0%
4%
0%
0%
0%
0%
0%
0%
5%
0%
4%
0%
0%
0%
0%
0%
0%
5%
0%
0%
0%
0%
0%
0%
0%
0%
1. In order to provide meaningful comparison with remuneration for 2021/22, Guy Millward and William Macpherson’s remuneration for
2020/21 has been annualised, to reflect the fact that both joined the Board during the year ended 30 June 2021. 2. The decrease in taxable
benefits in the year 2021/22 awarded to Mark Milner relates to the grant of SAYE options in 2020/21.
The increase in average employee salary and fees in the year reflects an average salary increase
for continuing employees offset by the impact of restructuring and vacancies. The increase in
Directors’ salaries in the year reflects a holistic view of performance and other factors as outlined
in the Remuneration Committee Chair’s statement on pages 72 to 74. See previous Directors’
Remuneration reports for explanations as regards the percentage change in salary, taxable
benefits and annual bonus in respect of previous years.
Relative importance of spend on pay (unaudited information)
The difference in actual expenditure between 2021/22 and 2022/23 on remuneration for all
employees in comparison to distributions to shareholders by way of dividend is detailed in the
table below. The significant increase in distributions to shareholders by way of a dividend is
primarily due to the final 2020 dividend being withheld in response to ongoing uncertainty
around the impacts of the Covid-19 pandemic, dividends are still below their pre-Covid-19 level,
wages and salaries are not. There were no share buybacks during the year.
Wilmington plc Annual Report and Financial Statements
Directors’ remuneration
report continued
Expenditure on remuneration for all employees
Distributions to shareholders by way of a dividend
2022/23
£’000
48,060
7,462
2021/22
£’000
47,374
5,492
Change
%
1%
36%
CEO pay ratio
The following table discloses the ratios between the single total figure of remuneration (‘STFR’) of the
Chief Executive Officer for 2020/21 and 2021/22 and the lower quartile, median and upper quartile pay of
Wilmington’s UK employees for those years. The STFR of employees at each quartile has been calculated on a
full-time equivalent basis as at the final day of the relevant financial year. Wilmington is committed to ensuring
competitive pay for all colleagues.
2022/23
2021/22
2020/21
Method
Option B
Option B
Option B
25th percentile
pay ratio
Median
pay ratio
75th percentile
pay ratio
54:1
40:1
28:1
41:1
24:1
21:1
22:1
14:1
13:1
Single total figures of remuneration used to calculate the above ratio
CEO
25th percentile pay ratio
Median pay ratio
75th percentile pay ratio
Total pay
and
benefits
£’000
Method
2022/23
Option B
1,630
Total
salary
£’000
397
Total pay
and
benefits
£’000
30
Total
salary
£’000
28
Total pay
and
benefits
£’000
40
Total
salary
£’000
37
Total pay
and
benefits
£’000
73
Total
salary
£’000
60
Reporting regulations offer three methodologies to calculate the CEO pay ratio – Options A, B and C. The above
table has been calculated by adopting Option B, which was determined as the most appropriate methodology
for Wilmington. It was decided that Option B would be the most appropriate approach as Wilmington had
already completed a comprehensive analysis of UK employees for the purpose of gender pay gap reporting.
85
As such, the most recent gender pay gap data, due
to be published in September 2023, was used to
determine the employees at the 25th percentile,
median and 75th percentile. A single total figure of
remuneration was then calculated for each of the
relevant employees using a consistent approach
to the calculation of the single total figure of
remuneration for the Chief Executive Officer on page
78 based on remuneration as at 30 June 2023. For
example, variable bonus payments and employer
pension contributions were added to the gender
pay data to ensure the STFR reflected all relevant
remuneration received in respect of the year ended 30
June 2023. The pay data for a sample of employees
at each percentile was then reviewed for accuracy
and consistency and as such, Wilmington believes the
selected employees are reasonably representative of
the 25th, median, and 75th percentiles.
It is expected that the CEO pay ratio has the potential
to vary considerably year-on-year due to the
significant variable remuneration element included.
100% of the PSP award granted to the CEO on 30
September 2020 will vest on 30 September 2023 in
respect of three-year performance to 30 June 2023.
No PSP award was capable of vesting in respect
of three year performance ended 30 June 2021 for
the CEO. This variance in PSP vesting is the primary
reason for an increase in the ratio relating to the year
ended 30 June 2023.
The Company believes that the median pay ratio
is consistent with the pay, reward and progression
policies for the Company’s UK employees as a whole.
Wilmington plc Annual Report and Financial Statements Directors’ remuneration
report continued
Implementation of the policy for the year ending
30 June 2024 (unaudited information)
The Committee Chair’s statement on pages 72 to 74 describes how the policy will
be implemented for the year ending 30 June 2024.
Details of the Remuneration Committee, advisors to
the Committee and their fees (unaudited information)
Details of the Directors who were members of the Committee during the year are
disclosed on page 86. The Committee has also received assistance from the Chief
Executive Officer with respect to the remuneration of the other Executive Director
and on the Company’s Remuneration Policy more generally. He is not in attendance
when his own remuneration is discussed.
During the year, the Committee received independent advice from the following
external consultants:
Committee’s advisors
Aon Hewitt Limited provided advice to the Committee on performance analysis.
Deloitte LLP provided advice to the Committee on executive remuneration,
including annual bonus performance measures and the preparation of the
Directors’ remuneration report.
2022/23
£’000
4
5
Deloitte LLP was appointed by the Committee in 2013; the Group also engages
Deloitte LLP to provide advice in relation to the Company’s share plans. Deloitte is a
member of the Remuneration Consultants Group and, as such, voluntarily operates
under the Code of Conduct in relation to executive remuneration consulting in the
UK. Aon Hewitt Limited was appointed by the Committee in previous years. The
Committee took into account the Remuneration Consultants Group’s Code of Conduct
when reviewing the appointment of Aon Hewitt Limited and Deloitte LLP.
The Committee is satisfied that all advice received was objective and independent.
86
Details of the attendance of the Committee are set out in the table below:
Committee member
Member since
Helen Sachdev (Committee Chair)
April 2020
Martin Morgan
Paul Dollman
May 2018
September 2015
William Macpherson
February 2021
Committee
meetings
attended
Committee
meetings
eligible to
attend
3
3
3
3
3
3
3
3
Statement of voting at general meeting
(unaudited information)
At the Annual General Meeting held on 23 November 2022 the Annual Report on
remuneration received the following votes from shareholders:
Annual Report on remuneration
For
Against
Total votes cast (for and against)
Votes withheld
Total votes (including withheld votes)
% of
votes cast
97.79%
2.21%
Total number
of votes
69,715,844
1,572,641
71,288,485
885,400
72,173,885
Wilmington plc Annual Report and Financial Statements Directors’ report and other
statutory information
The Directors present their report together with the
audited consolidated financial statements for the year
ended 30 June 2023. The Directors’ report comprises
page 87 and the sections of the Annual Report
incorporated by reference are set out below which,
taken together, contain the information to be included
in the Annual Report, where applicable, under Listing
Rule 9.8.4.
Board membership
Dividends
Directors’ long term incentives
Corporate governance report
Future developments of the business
of the Group
page 59
page 13
page 75
page 60
page 9
Employee equality, diversity and involvement page 28
Events after the reporting period
Subsidiaries of the Group
Financial risk management
page 150
page 131
page 134
Sustainability and greenhouse gas emissions page 26
S172 statement and stakeholder engagement page 23
Going concern
Viability statement
page 109
page 56
Notice concerning forward‑looking
statements
This Annual Report contains forward-looking
statements. Although the Group believes that the
expectations reflected in such forward-looking
statements are reasonable, these statements are not
guarantees of future performance and are subject to
a number of risks and uncertainties and actual results
87
and events could differ materially from those currently
being anticipated as reflected in such forward-
looking statements.
The terms ‘expect’, ‘estimate’, ‘forecast’, ‘target’,
‘believe’, ‘should be’, ‘will be’ and similar expressions
are intended to identify forward-looking statements.
Factors which may cause future outcomes to differ
from those foreseen in forward-looking statements
include, but are not limited to, those identified under
‘Principal risks and uncertainties’ on pages 41 to 49 of
this Annual Report.
The forward-looking statements contained in this
Annual Report speak only as of the date of publication
of this Annual Report and the Group therefore
cautions readers not to place undue reliance on any
forward-looking statements. Except as required by
any applicable law or regulation, the Group expressly
disclaims any obligation or undertaking to release
publicly any updates or revisions to any forward-
looking statements contained in this document to
reflect any change in the Group’s expectations or
any change in events, conditions or circumstances
on which any such statement is based.
General information
The Company is public limited and is incorporated
and domiciled in the UK. The Company is listed on
the main market of the London Stock Exchange. The
Company’s registered address is 10 Whitechapel
High Street, London E1 8QS.
Branches outside the UK
The Group does not operate any branches outside
the UK.
Research and development activities
The Group invests in research and development to
support the development of its businesses which can
rely on technology to deliver their data, information,
education and training services. An example of
investments undertaken in the year is the Digital
Transformation project.
Political donations
No political donations were made during the year
(2022: £nil).
Directors and Directors’ interests
All Directors are equally accountable for the proper
stewardship of the Company’s affairs. Executive and
Non-Executive Directors offer themselves for election
or re-election at each Annual General Meeting as a
result of the Company deciding to adopt best practice
guidelines and the 2018 UK Corporate Governance
Code, located on the FRC’s website at
www.frc.org.uk/directors/corporate-governance-
and-stewardship/uk-corporate-governance-code.
Details of the remuneration, service contracts,
letters of appointment and interests in the share
capital of the Company for the Directors who have
served during the year are set out in the Directors’
remuneration report on pages 72 to 86.
As disclosed in note 24 none of the Directors had
any material interest in any contract, other than an
employment contract, that was significant in relation
to the Group’s business at any time during the year.
Wilmington plc Annual Report and Financial Statements 88
Except for share awards and options described above
there are no special conditions or agreements in place
which would take effect, alter or terminate in the
event of a takeover.
Apart from the interests of the Directors disclosed in
the Directors’ remuneration report and the substantial
interests listed on page 66 there are no individuals
or entities with significant holdings, either direct
or indirect, in the Company.
Annual General Meeting
A separate notice convening the Annual General
Meeting of the Company to be held at the head office,
10 Whitechapel High Street, London E1 8QS, on 22
November 2023 will be circulated to shareholders
with this Annual Report and financial statements
Grant Thornton UK LLP, the Group’s auditors, have
indicated their willingness to continue in office and, on
the recommendation of the Audit Committee and in
accordance with Section 489 of the Act, a resolution
to re-appoint them will be put to the 2023 AGM.
Directors’ report and other
statutory information continued
Directors’ third‑party
indemnity provisions
To reduce the possibility of the Company incurring
expenses which might arise from the need to
indemnify a Director or Officer from claims made
against them or the cost associated with their defence,
the Group has in place Directors’ and Officers’
qualifying third-party liability insurance as permitted
by the Companies Act 2006, which has been in force
throughout the financial year and up to the date of
approval of these financial statements.
Inclusivity and employee
engagement
The Group’s recruitment policy ensures that all
job applications are reviewed on a fair basis free
from discrimination. This policy aligns strongly to
our work to embed an inclusive culture across the
Group, and to our accessibility agenda as set out
in the Sustainability report on page 26. The policy
includes provision to ensure that any candidate or
employee who has or develops a disability, long
term health condition or impairment is considered
fairly in our recruitment and career progression
processes. The Group also has a policy to ensure that
it makes reasonable adjustments for all candidates or
employees to reflect their needs and allow them to
participate fully, develop and thrive in our business.
Please refer to the Section 172 statement on page
23 for information regarding actions taken during the
year to maintain employee engagement.
Financial instruments
An explanation of the Group’s treasury policies and
existing financial instruments is set out in note 17
of the financial statements.
Purchase of own shares and sale
of treasury shares
The Group has, in previous years, purchased its own
shares and holds such shares in treasury. 60,762
shares held in treasury were used to satisfy the
Company’s obligations under the SAYE Plan during
the year. At 30 June 2023, 5,208 shares were held
in treasury (2022: 65,970), which represents 0.1%
(2022: 0.1%) of the share capital of the Company.
In October 2022 Wilmington issued 340,052 ordinary
voting shares to satisfy the Company’s obligations
under its Performance Share Plan.
Contracts of significance with
shareholders
The Company and its subsidiary undertakings do not
have any contractual or other arrangements with any
continuing shareholders which are essential to the
business of the Company.
Takeover directive disclosures
As at 30 June 2023, the Company had only
one authorised class of share, namely ordinary
shares of 5p each, of which there were in issue
88,168,807 (2022: 87,828,755). There are no special
arrangements or restrictions relating to any of these
shares, whether in terms of transfers, voting rights,
or relating to changes in control of the Company.
The Company does not have any special rules in
place regarding the appointment and replacement of
Directors, or regarding amendments to the Company’s
articles of association.
Subject to various conditions, if the Company is taken
over, all share awards and options will vest and may
be exercised.
Wilmington plc Annual Report and Financial Statements 89
•
the Strategic report and Directors’ report include
a fair review of the development and performance
of the business and the position of the Company
and the undertakings included in the consolidation
taken as a whole, together with a description of
the principal risks and uncertainties that they face.
Approved on behalf of the Board by:
Guy Millward
Chief Financial Officer
22 September 2023
Statement of Directors’
responsibilities
The Directors are responsible for preparing the
Annual Report and financial statements in accordance
with applicable law and regulations.
Company law requires the Directors to prepare
financial statements for each financial year. Under
that law the Directors have prepared the financial
statements in accordance with UK adopted
international accounting standards (UK-adopted
International Accounting Standards). Under company
law the Directors must not approve the financial
statements unless they are satisfied that they give
a true and fair view of the state of affairs and profit
or loss of the Company and Group for that period. In
preparing these financial statements, the Directors are
required to:
• select suitable accounting policies and then apply
them consistently;
• make judgments and accounting estimates that
are reasonable and prudent; and
• state whether applicable IFRSs as adopted by the
United Kingdom have been followed, subject to
any material departures disclosed and explained
in the financial statements.
The Directors are responsible for keeping adequate
accounting records that are sufficient to show and
explain the Company’s transactions and disclose with
reasonable accuracy at any time the financial position
of the Company and enable them to ensure that the
financial statements and the Directors’ remuneration
report comply with the Companies Act 2006.
They are also responsible for safeguarding the assets
of the Company and hence for taking reasonable
steps for the prevention and detection of fraud and
other irregularities.
The Directors confirm that:
• so far as each Director is aware, there is no
relevant audit information of which the Company’s
auditors are unaware; and
•
the Directors have taken all the steps that they
ought to have taken as Directors in order to
make themselves aware of any relevant audit
information and to establish that the Company’s
auditors are aware of that information.
The Directors are responsible for preparing the
Annual Report in accordance with applicable law
and regulations. Having taken advice from the Audit
Committee, the Directors consider the Annual Report
and the financial statements, taken as a whole,
provides the information necessary to assess the
Company’s performance, business model and strategy
and is fair, balanced and understandable.
The Directors are responsible for the maintenance and
integrity of the corporate and financial information
included on the Company’s website. Legislation in
the United Kingdom governing the preparation and
dissemination of financial statements may differ from
legislation in other jurisdictions.
To the best of our knowledge:
•
the Group financial statements, prepared in
accordance with IFRSs as adopted by the United
Kingdom, give a true and fair view of the assets,
liabilities, financial position and profit or loss of
the Company and the undertakings included in the
consolidation taken as a whole; and
Wilmington plc Annual Report and Financial Statements Financial Statements
90
Contents
Independent auditors’ report . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 91
Consolidated income statement . . . . . . . . . . . . . . . . . . . . . . . . . . . . .103
Consolidated statement of comprehensive income . . . . . . . . . . . .104
Balance sheet . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .105
Statements of changes in equity . . . . . . . . . . . . . . . . . . . . . . . . . . . . .106
Cash flow statements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .108
Notes to the financial statements . . . . . . . . . . . . . . . . . . . . . . . . . . . .109
Advisors and corporate calendar . . . . . . . . . . . . . . . . . . . . . . . . . . . .151
1. FootnotesWilmington plc Annual Report and Financial Statements 91
Independent auditors’ report
to the members of Wilmington plc
Opinion
Our opinion on the financial statements is
unmodified
We have audited the financial statements of
Wilmington plc (the ‘parent company’) and its
subsidiaries (the ‘group’) for the year ended 30
June 2023, which comprise the consolidated
income statement, the consolidated statement of
comprehensive income, the Group and Company
balance sheets, the Group and Company statements
of changes in equity, the Group and Company
cash flow statements and notes to the financial
statements, including a summary of significant
accounting policies. The financial reporting framework
that has been applied in the preparation of the
group financial statements is applicable law UK-
adopted international accounting standards. The
financial reporting framework that has been applied
in the preparation of the parent company financial
statements is UK-adopted international accounting
standards as applied in accordance with the
provisions of the Companies Act 2006.
In our opinion:
•
•
•
the financial statements give a true and fair view
of the state of the Group’s and of the parent
company’s affairs as at 30 June 2023 and of the
group’s profit for the year then ended;
the group financial statements have been
properly prepared in accordance with UK-adopted
international accounting standards;
the parent company financial statements have
been properly prepared in accordance with UK-
adopted international accounting standards as
applied in accordance with the provisions of the
Companies Act 2006; and
•
the financial statements have been prepared
in accordance with the requirements of the
Companies Act 2006.
Basis for opinion
We conducted our audit in accordance with
International Standards on Auditing (UK) (ISAs
(UK)) and applicable law. Our responsibilities
under those standards are further described in the
‘Auditor’s responsibilities for the audit of the financial
statements’ section of our report. We are independent
of the group and the parent company in accordance
with the ethical requirements that are relevant to our
audit of the financial statements in the UK, including
the FRC’s Ethical Standard as applied to listed public
interest entities, and we have fulfilled our other
ethical responsibilities in accordance with these
requirements. We believe that the audit evidence we
have obtained is sufficient and appropriate to provide
a basis for our opinion.
Conclusions relating to going concern
We are responsible for concluding on the
appropriateness of the directors’ use of the going
concern basis of accounting and, based on the audit
evidence obtained, whether a material uncertainty
exists related to events or conditions that may cast
significant doubt on the group’s and the parent
company’s ability to continue as a going concern. If
we conclude that a material uncertainty exists, we
are required to draw attention in our report to the
related disclosures in the financial statements or,
if such disclosures are inadequate, to modify the
auditor’s opinion. Our conclusions are based on the
audit evidence obtained up to the date of our report.
However, future events or conditions may cause the
group or the parent company to cease to continue as a
going concern.
Our evaluation of the directors’ assessment of the
group’s and the parent company’s ability to continue
to adopt the going concern basis of accounting
included:
• evaluating the Group’s and the parent company’s
cash position and performance throughout the
year, considering the parent company’s ability to
pay dividends, concluding that the Group’s and the
parent company’s ability to continue as a going
concern was not a significant risk;
• obtaining management's base case forecasts for
the going concern period to 30 September 2024
and evaluating their integrity and suitability as a
basis for management to assess going concern;
• assessing mathematical accuracy of
management’s forecasts, and corroborating to
supporting documentation and board approval
where appropriate;
• challenging the key inputs underpinning the
forecasts including agreeing the opening net cash
position as 30 June 2023 to audited balances;
•
following the cancellation of the Group’s loan
facility on 8 August 2023, the focus of the
audit team’s assessment shifted from covenant
compliance to liquidity, reviewing forecast cash
reserves throughout the going concern period and
challenging the underlying assumptions;
• considering the severity and plausibility of
management’s downside scenarios, and
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92
the parent company’s financial resources or ability to
continue operations over the going concern period.
In auditing the financial statements, we have
concluded that the directors’ use of the going concern
basis of accounting in the preparation of the financial
statements is appropriate.
Based on the work we have performed, we have not
identified any material uncertainties relating to events
or conditions that, individually or collectively, may
cast significant doubt on the group’s and the parent
company’s ability to continue as a going concern for
a period of at least twelve months from when the
financial statements are authorised for issue.
In relation to the group’s reporting on how it has
applied the UK Corporate Governance Code, we
have nothing material to add or draw attention to in
relation to the directors’ statement in the financial
statements about whether the directors considered
it appropriate to adopt the going concern basis of
accounting.
Our responsibilities and the responsibilities of the
directors with respect to going concern are described
in the relevant sections of this report.
evaluating the assumptions regarding revenue
reductions and increased costs under each of
these scenarios;
• considering the severity and plausibility of
management’s reverse stress test scenario
prepared to identify the conditions which would
result in the exhaustion of cash reserves, and
evaluating the mitigating actions available to
management;
• assessing whether the assumptions are consistent
with our understanding of the business obtained
during the course of the audit and the changing
external circumstances arising from the global
economic environment;
• evaluating the accuracy of management's
historical forecasting and the impact of this on
management's assessment;
•
inspecting unaudited post year end performance
data and minutes of meetings of the board of
directors and all of its committees to corroborate
that any relevant post-year end events have been
factored into management’s forecasts; and
• evaluating the appropriateness and adequacy of
disclosures in respect of going concern made in
the financial statements.
In our evaluation of the directors’ conclusions, we
considered the inherent risks associated with the
group’s and the parent company’s business model
including effects arising from macro-economic
uncertainties such as the wider recessionary
and inflationary environment, we assessed and
challenged the reasonableness of estimates made
by the directors and the related disclosures and
analysed how those risks might affect the group’s and
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Our approach to the audit
Overview of our audit approach
Materialit y
Scoping
K
e
y
a
u
d
i
t
m
a
tters
93
Overall materiality:
Group: £1,080,000, which represents 5% of the Group’s normalised
profit before tax, determined at the planning stage of the audit.
Parent company: £594,000, which represents 1% of the parent
company’s total assets capped at its component materiality, being
55% of Group materiality.
Key audit matters were identified as:
• Occurrence and accuracy of revenue recognition and
completeness of deferred revenue within complex revenue
streams (new in the current year)
• Valuation of goodwill associated with the Compliance Week
cash-generating unit (new in the current year)
Our auditor’s report for the year ended 30 June 2022 included a
key audit matter entitled ‘Recognition of Revenue’ with the risk
being highest in the final quarter of the year. The key audit matter
in the current year is focussed on to the occurrence and accuracy of
revenue recognition and completeness of deferred revenue within
complex revenue streams.
We performed full scope audit procedures on the financial
statements of Wilmington plc and on the financial information
of Wilmington Shared Services Limited, Wilmington Healthcare
Limited, Axco Insurance Information Services Limited, International
Compliance Training Limited, Mercia Group Limited and Wilmington
FRA Inc.
Full scope or specified audit procedures were performed on the
financial information of components representing 75% of the
Group’s revenue and 63% of the Group’s profit before tax.
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94
In the graph below, we have presented the key audit matters, significant risks and other risks relevant to the audit.
10
8
16
1. Cash
2.
Intercompany receivables (parent company
only)
17
3. Business Disposal
7
9
Key audit matters
Key audit matters are those matters that, in our
professional judgement, were of most significance in
our audit of the financial statements of the current
period and include the most significant assessed
risks of material misstatement (whether or not due
to fraud) that we identified. These matters included
those that had the greatest effect on: the overall audit
strategy; the allocation of resources in the audit; and
directing the efforts of the engagement team. These
matters were addressed in the context of our audit of
the financial statements as a whole, and in forming
our opinion thereon, and we do not provide a separate
opinion on these matters.
High
Potential
financial
statement
impact
6
4
1
5
12
13
11
3
2
15
14
Description
Audit response
Low
Key audit matters
Low
Extent of management
judgement
High
Disclosures
Our results
• Key audit matter • Significant • Other risk
4. Operating expenses
5. Existence of Trade receivables
6. Employee renumeration
7. Accuracy of deferred income
8. Valuation of goodwill
9. Occurance and accuracy of revenue recognition
and completeness of deferred revenue
10. Going concern
11. Intangible assets (other than goodwill0
12. Investments (parent company only)
13. Accurals
14. Share options expence
15. Management override of controls
16. Occurance and accuracy of revenue recognition
and completeness of deferred revenue within
complex revenue streams
17. Valuation of goodwill relating to Compliance
Week
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Key Audit Matter – Group
How our scope addressed the matter – Group
Occurrence and accuracy of revenue recognition and
completeness of deferred revenue within complex revenue
streams
In responding to the key audit matter, we performed the following audit procedures:
• assessed the design effectiveness of controls related to revenue;
• assessed the revenue accounting policies against the criteria of International
The Group has reported revenues of £123.5m (2022: £121.0m), and deferred
revenue at the year-end of £33.7m (2022: £31.4m).
Financial Reporting Standard (‘IFRS’) 15 ‘Revenue from Contracts with Customers’
to determine appropriate recognition and treatment of revenue;
Under International Standard on Auditing (UK) 240 ‘The Auditor’s Responsibilities
Relating to Fraud in an Audit of Financial Statements’, there is a presumption that
there are risks of fraud in revenue recognition.
• selected a sample of revenue transactions in the year and agreed to underlying
support (such as signed customer contracts) to corroborate key information used
in determining recognition of revenue and deferred revenue balances;
95
for each sample item, calculated an expected amount of revenue based on
contract terms to confirm that revenue has been accurately recognised in the year
and the amount deferred at the balance sheet date was accurately calculated
based on the progress of the contract; and
tested prior period deferred income balances by comparing a sample of items
to the current year revenue listing to determine whether the correct amount of
revenue was recognised in the current year.
We identified the occurrence and accuracy of revenue recognition as one of the
most significant assessed risks of material misstatement due to fraud. Linked to
this is a significant risk over the completeness of deferred revenue at the year-end.
The nature of the Group’s revenue involves the delivery of services which
are recognised either at a point in time, or evenly over time. The audit team’s
assessment is that the vast majority of revenue transactions are non-complex with
no judgement applied over the amount recorded. Revenue recognised equates to
the value of the service, spread evenly over the period of each contract.
•
•
However, there are more complex revenue streams within the Group component,
Wilmington Healthcare Limited (“WHC”) and a single revenue stream in Mercia
Group Ltd (“MCA”), where revenue is recognised based on stage of completion.
Management also cannot accurately disaggregate the total revenue within WHC
between the different revenue streams. This may give rise to an incentive and
opportunity to manipulate the amount of revenue and deferred revenue recognised
in the year.
We have therefore focussed our significant fraud risk on revenue to the occurrence
and accuracy of revenue recognised in WHC, and the occurrence and accuracy of
the specific revenue stream in MCA.
There is also an associated risk relating to the completeness of deferred revenue
relating to WHC.
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Key Audit Matter – Group
How our scope addressed the matter – Group
96
Relevant disclosures in the Annual Report and Financial
Statements for the year ended 30 June 2023
• Financial statements: Note 3, Revenue
• Audit committee report: Revenue Recognition
Valuation of goodwill associated with the Compliance Week
cash-generating unit
We identified valuation of goodwill associated with the Compliance Week cash
generating unit (CGU) as one of the most significant assessed risks of material
misstatement due to error.
In accordance with International Accounting Standard (‘IAS’) 36 ‘Impairment of
Assets’, goodwill is subject to an annual impairment test.
The Group holds £60.5m of goodwill on its balance sheet, including £4.7m relating
to the Compliance Week CGU.
Our results
Based on our audit work, we did not identify material misstatements in relation to
the occurrence and accuracy of revenue recognised or the completeness of deferred
revenue.
Our results
In responding to the key audit matter, we performed the following audit procedures:
• obtained management’s impairment assessment model for Compliance Week and
tested the mathematical accuracy;
• assessed the appropriateness of the asset amounts included in the carrying value
of this CGU by agreeing to underlying accounting records;
• obtained and challenged the key assumptions relating to the Compliance
Week cash flow forecasts, including short and medium-term growth rates, and
contribution margins;
We performed a risk assessment across all CGUs in the Group to identify any
individual CGUs which showed indicators of impairment or low headroom.
We identified that the carrying value of the goodwill intangible asset associated
with the Compliance Week CGU is a significant risk. This was based on multiple
risk factors, namely:
•
•
•
the low headroom for this CGU;
the sensitivity of the carrying value to key assumptions, and
the level of management judgement included in the inputs into the impairment
calculation, such as the rate used to discount future cash flows, the cash flow
forecasts and the growth rates
Relevant disclosures in the Annual Report and Financial
Statements for the year ended 30 June 2023
• Financial statements: Note 11, Goodwill
• Audit Committee report: Goodwill
• evaluated the appropriateness of the growth rates applied within the cash flow
forecasts, by reference to industry and market data;
•
tested the accuracy of management’s historic forecasting for this CGU through a
comparison of budget to actual data;
• assessed the discount rate applied to the forecast cash flows for this CGU,
including an assessment by our valuation specialists, and benchmarking the rate
against that used by competitors;
• performed sensitivity analysis on the value-in-use calculation prepared by
management; and
• assessed the accuracy and completeness of financial statement disclosures
relating to the impairment of goodwill for Compliance Week, and the sensitivity of
this impairment to key variables.
Our results
Based on our audit work, we did not identify material misstatements in relation to the
valuation of goodwill associated with Compliance Week CGU.
Wilmington plc Annual Report and Financial Statements 97
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We did not identify any key audit matters relating to the audit of the financial statements of the parent company.
Our application of materiality
We apply the concept of materiality both in planning and performing the audit, and in evaluating the effect of identified misstatements on the audit and of uncorrected
misstatements, if any, on the financial statements and in forming the opinion in the auditor’s report.
Materiality was determined as follows:
Materiality measure
Group
Parent company
Materiality for financial
statements as a whole
We define materiality as the magnitude of misstatement in the financial statements that, individually or in the aggregate, could reasonably
be expected to influence the economic decisions of the users of these financial statements. We use materiality in determining the nature,
timing and extent of our audit work.
Materiality threshold
£1,080,000, which is 5% of the Group’s normalised profit
before tax, determined at the planning stage the audit.
£594,000, which represents 1% of the parent company’s total
assets capped at its component materiality, which is 55% of Group
materiality.
Significant judgements made
by auditor in determining
materiality
In determining materiality, we made the following significant
judgements:
In determining materiality, we made the following significant
judgements:
• Normalised profit before tax was considered the most
appropriate benchmark because the movement in profit before
tax continues to exhibit a strong correlation with the activity of
the business.
• Total assets was considered the most appropriate benchmark
because the parent company’s purpose is to hold material
investments in its subsidiary companies and in the amounts
receivable from subsidiary companies, and as it does not trade.
• The impact of any material non-recurring items were removed,
namely the gain on disposal in the year. We then determined
materiality at 5% of this normalised profit before tax amount.
Materiality for the current year is higher than the level that we
determined for the year ended 30 June 2022 due to the greater
normalised profit that was incurred in the current period.
• Parent company materiality was initially determined at 1% of
total assets, however this has been capped at its component
materiality of £594,000 to provide sufficient assurance at the
Group level.
Materiality for the current year is higher than the level that we
determined for the year ended 30 June 2022 to reflect the increase
in the parent company’s total assets in the current year and the
capping at 55% of Group materiality referred to above, which was
higher this year.
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Materiality measure
Group
Parent company
Performance materiality
used to drive the extent
of our testing
Performance materiality
threshold
Significant judgements
made by auditor in determining
materiality
We set performance materiality at an amount less than materiality for the financial statements as a whole to reduce to an appropriately
low level the probability that the aggregate of uncorrected and undetected misstatements exceeds materiality for the financial statements
as a whole.
£810,000, which is 75% of financial statement materiality.
£445,500, which is 75% of financial statement materiality.
In determining performance materiality, we made the following
significant judgements:
In determining performance materiality, we made the following
significant judgements:
• Our experience with auditing the financial statements of the
• Our experience with auditing the financial statements of the
Group in previous years – based on the number and quantum
of identified misstatements in the prior year audit and
management’s attitude to correcting identified misstatements;
• Our assessment of the strength and effectiveness of the control
parent company in previous years – based on the number and
quantum of identified misstatements in the prior year audit and
management’s attitude to correcting identified misstatements;
and
environment; and
• Our assessment of the strength and effectiveness of the control
• The number of components within the Group and the extent of
audit procedures planned and performed at these components.
environment.
Specific materiality
We determine specific materiality for one or more particular classes of transactions, account balances or disclosures for which
misstatements of lesser amounts than materiality for the financial statements as a whole could reasonably be expected to influence the
economic decisions of users taken on the basis of the financial statements.
Specific materiality
We determined a lower level of specific materiality for the
following areas:
We determined a lower level of specific materiality for the following
areas:
Communication of
misstatements to the
audit committee
Threshold for communication
• Related party transactions; and
• Directors’ remuneration.
• Related party transactions; and
• Directors’ remuneration.
We determine a threshold for reporting unadjusted differences to the audit committee.
£54,000 and misstatements below that threshold that, in our view,
warrant reporting on qualitative grounds.
£29,700 and misstatements below that threshold that, in our view,
warrant reporting on qualitative grounds.
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The graph below illustrates how performance
materiality interacts with our overall materiality and
the tolerance for potential uncorrected misstatements.
Overall materiality – Group
Understanding the group, its components,
and their environments, including group-
wide controls
• obtaining an understanding of the Group and its
environment, including Group-wide controls, and
assessing the risks of material misstatement at
the group level;
£21,810,000
£1,080,000
75%
25%
Performance
materiality
£810,000
Tolerance for potential
uncorrected misstatements
£270,000
• evaluation of the design and implementation of
controls over the financial reporting systems and
the effectiveness of the control environment as
part of our risk assessment; and
Normalised profit
Financial statements materiality
Overall materiality – Parent company
£196,340,000
£594,000
75%
25%
Performance
materiality
£445,500
Tolerance for potential
uncorrected misstatements
£148,500
Normalised profit
Financial statements materiality
FSM: Financial statements materiality, PM: Performance materiality,
TFPUM: Tolerance for potential uncorrected misstatements
An overview of the scope of our
audit
We performed a risk-based audit that requires
an understanding of the group’s and the parent
company’s business and in particular matters
related to:
• evaluation by the Group engagement team of
identified components to assess the significance
of each component and to determine the planned
audit response based on a measure of materiality.
Identifying significant components
•
in setting our audit scope we assessed qualitative
and quantitative factors to identify components
which are significant to the Group;
• with regards to quantitative measures, we
determined any individual component with
significant contribution to consolidated revenues
or consolidated underlying profit or loss before
tax to be financially significant to the Group;
• other significant components were identified as
Wilmington plc and Wilmington Shared Services
Limited, based on qualitative factors. Wilmington
Healthcare Limited was also identified as
a financially significant component due to
quantitative factors. These three components
were subject to full scope audit procedures and
represent 17% of the Group’s revenue and 19% of
the Group’s profit before tax. All work in relation
99
•
•
to these components was performed by the Group
engagement team;
four further components were identified as not
being financially significant but material and
therefore subject to full scope audit procedures,
being International Compliance Training Limited,
Axco Insurance Information Services Limited,
Mercia Group Limited and Wilmington FRA Inc.
All work in relation to these components was
performed by the Group engagement team;
two further components were identified for which
specified audit procedures on specific balances
were performed, being Wilmington Publishing
& Information Limited and Bond Solon Training
Limited. The work on these components was
targeted according to the nature of the balances
within these components. All work in relation to
these components was performed by the Group
engagement team.
•
the remaining 24 components were subject to
analytical procedures commensurate with their
significance to the Group’s results and financial
position.
Type of work to be performed on
financial information of parent and other
components (including how it addressed
the key audit matters)
•
for the parent company and other financially
significant components requiring full-scope
audit procedures, we evaluated the design and
implementation of controls over the financial
reporting systems identified as part of our risk
assessment and addressed critical accounting
matters. We then undertook substantive testing
Wilmington plc Annual Report and Financial Statements
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•
•
on significant transactions and material account
balances;
for components identified as not being financially
significant but still requiring full-scope audit
procedures, the financial information of each
component was subject to procedures that were
performed to component materiality;
for components subject to specified audit
procedures, audit procedures were performed on
revenue balances to provide us with assurance for
the related key audit matter of the recognition of
revenue.
Performance of our audit
• work performed over full scope components and
specified procedures components covered 75% of
the Group’s revenue and 63% of the Group’s profit
before tax; and
•
the remaining components of the Group were
subject to analytical procedures commensurate
with their significance to the Group’s results and
financial position.
Communications with component auditors
• No work was undertaken by component auditors
for Group audit purposes.
Changes in approach from previous period
• The subsidiary Axco Insurance Information
Services Limited has been identified as not
financially significant but still requiring a full
scope audit in the current year, whereas it was
identified as being financially significant in the
previous year.
• The subsidiary Wilmington FRA Inc. has been
identified as being not financially significant
but material and therefore subject to a full
scope audit in the current year, whereas it was
identified as requiring specific audit procedures
in the previous year.
misstatements, we are required to determine whether
there is a material misstatement in the financial
statements themselves. If, based on the work we
have performed, we conclude that there is a material
misstatement of this other information, we are
required to report that fact.
Audit
approach
Full-scope
audit
Specified audit
procedures
Analytical
procedures
No. of
components
% coverage
Revenue
%
coverage
Profit
Before Tax
7
2
64%
63%
11%
0%
24
25%
37%
Other information
The other information comprises the information
included in the annual report , other than the financial
statements and our auditor’s report thereon. The
directors are responsible for the other information
contained within the annual report18. Our opinion
on the financial statements does not cover the other
information and, except to the extent otherwise
explicitly stated in our report, we do not express any
form of assurance conclusion thereon.
Our responsibility is to read the other information and,
in doing so, consider whether the other information is
materially inconsistent with the financial statements
or our knowledge obtained in the audit or otherwise
appears to be materially misstated. If we identify
such material inconsistencies or apparent material
We have nothing to report in this regard.
Our opinions on other matters prescribed by the
Companies Act 2006 are unmodified
In our opinion, the part of the directors’ remuneration
report to be audited has been properly prepared in
accordance with the Companies Act 2006.
In our opinion, based on the work undertaken in the
course of the audit:
•
•
the information given in the strategic report and
the directors’ report for the financial year for which
the financial statements are prepared is consistent
with the financial statements; and
the strategic report and the directors’ report have
been prepared in accordance with applicable legal
requirements.
Matter on which we are required to report
under the Companies Act 2006
In the light of the knowledge and understanding
of the group and the parent company and their
environment obtained in the course of the audit, we
have not identified material misstatements in the
strategic report or the directors’ report.
18. The term used to describe the annual report should be the same as that used by the directors.
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Matters on which we are required to report
by exception
We have nothing to report in respect of the following
matters in relation to which the Companies Act 2006
requires us to report to you if, in our opinion:
• adequate accounting records have not been kept
by the parent company, or returns adequate for
our audit have not been received from branches
not visited by us; or
•
the parent company financial statements and the
part of the directors’ remuneration report to be
audited are not in agreement with the accounting
records and returns; or
• certain disclosures of directors’ remuneration
specified by law are not made; or
• we have not received all the information and
explanations we require for our audit.
Corporate governance statement
We have reviewed the directors’ statement in relation
to going concern, longer-term viability and that part
of the Corporate Governance Statement relating to
the group’s compliance with the provisions of the UK
Corporate Governance Code specified for our review
by the Listing Rules.
Based on the work undertaken as part of our audit,
we have concluded that each of the following
elements of the Corporate Governance Statement is
materially consistent with the financial statements or
our knowledge obtained during the audit:
•
the directors’ statement with regards to the
appropriateness of adopting the going concern
basis of accounting and any material uncertainties
identified as set out on page 101
•
•
•
•
•
the directors’ explanation as to their assessment
of the group’s prospects, the period this
assessment covers and why the period is
appropriate as set out on page 91;
the director’s statement on whether they have a
reasonable expectation that the group will be able
to continue in operation and meet its liabilities as
set out on page 101;
the directors’ statement on fair, balanced and
understandable as set out on page 57;
the board’s confirmation that it has carried out a
robust assessment of the emerging and principal
risks as set out on page 44;
the section of the annual report that describes the
review of the effectiveness of risk management
and internal control systems as set out on page
44; and
•
the section describing the work of the audit
committee as set out on page 68.
Responsibilities of directors
As explained more fully in the statement of directors’
responsibilities set out on page 89, the directors
are responsible for the preparation of the financial
statements and for being satisfied that they give a
true and fair view, and for such internal control as
the directors determine is necessary to enable the
preparation of financial statements that are free from
material misstatement, whether due to fraud or error.
In preparing the financial statements, the directors
are responsible for assessing the group’s and the
parent company’s ability to continue as a going
concern, disclosing, as applicable, matters related
to going concern and using the going concern basis
of accounting unless the directors either intend to
liquidate the group or the parent company or to cease
operations, or have no realistic alternative but to do
so.
Auditor’s responsibilities for the audit of
the financial statements
Our objectives are to obtain reasonable assurance
about whether the financial statements as a whole
are free from material misstatement, whether due to
fraud or error, and to issue an auditor’s report that
includes our opinion. Reasonable assurance is a high
level of assurance but is not a guarantee that an audit
conducted in accordance with ISAs (UK) will always
detect a material misstatement when it exists.
Misstatements can arise from fraud or error and are
considered material if, individually or in the aggregate,
they could reasonably be expected to influence the
economic decisions of users taken on the basis of
these financial statements.
Irregularities, including fraud, are instances of non-
compliance with laws and regulations. The extent
to which our procedures are capable of detecting
irregularities, including fraud, is detailed below:
• We obtained an understanding of the legal and
regulatory frameworks applicable to the Group
and the parent company and the sector in which
they operate. We determined that the following
laws and regulations were most significant: UK-
adopted international accounting standards, the
Companies Act 2006, the Listing Rules, the UK
Corporate Governance Code and UK corporate
taxation laws.
• We obtained an understanding of how the Group
and the parent company are complying with
those legal and regulatory frameworks by making
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inquiries of management and of the Group’s
head of legal department. We corroborated our
inquiries through our review of board minutes and
papers provided to the Audit Committee.
• We assessed the susceptibility of the Group’s
and the parent company’s financial statements to
material misstatement, including how fraud might
occur. Audit procedures performed by the Group
engagement team included:
•
identifying and assessing the design and
implementation of controls management has
in place to prevent and detect fraud;
• obtaining an understanding of how those
charged with governance considered and
addressed the potential for override of
controls or applied other inappropriate
influence over the financial reporting process;
• challenging assumptions and judgements
made by management in its significant
accounting estimates;
•
identifying and testing journal entries, in
particular any journal entries posted with
unusual account combinations; and
• assessing the extent of compliance with the
relevant laws and regulations.
• These audit procedures were designed to
provide reasonable assurance that the financial
statements were free from fraud or error. The
risk of not detecting a material misstatement
due to fraud is higher than the risk of not
detecting one resulting from error and detecting
irregularities that result from fraud is inherently
more difficult than detecting those that result
from error, as fraud may involve collusion,
deliberate concealment, forgery or intentional
misrepresentations. Also, the further removed
non-compliance with laws and regulations is from
events and transactions reflected in the financial
statements, the less likely we would become
aware of it.
• The engagement partner assessed whether
the engagement team collectively had the
appropriate competence and capabilities to
identify and recognise non-compliance with laws
and regulations through an assessment of the
engagement team’s:
• understanding of, and practical experience
with, audit engagements of a similar nature
and complexity, through appropriate training
and participation; and
• knowledge of the industry in which the Group
and parent company operate.
• Team communications in respect of potential
non-compliance with laws and regulations and
fraud included the potential for fraud in revenue
recognition through manipulation of deferred
income. This is also reported as a key audit
matter in the key audit matters section of our
report, where the matter and specific procedures
performed in response to this matter are
described in more detail.
A further description of our responsibilities for the
audit of the financial statements is located on the
Financial Reporting Council’s website at: www.frc.org.
uk/auditorsresponsibilities. This description forms part
of our auditor’s report.
Other matters which we are required to
address
We were appointed by the Board on 23 November
2022 on to audit the financial statements for the year
ending 30 June 2023. Our total uninterrupted period
of engagement is 5 years, covering the years ended
30 June 2019 to 30 June 2023.
The non-audit services prohibited by the FRC’s Ethical
Standard were not provided to the group or the parent
company and we remain independent of the group
and the parent company in conducting our audit.
Our audit opinion is consistent with the additional
report to the audit committee.
Use of our report
This report is made solely to the company’s members,
as a body, in accordance with Chapter 3 of Part 16 of
the Companies Act 2006. Our audit work has been
undertaken so that we might state to the company’s
members those matters we are required to state to
them in an auditor’s report and for no other purpose.
To the fullest extent permitted by law, we do not
accept or assume responsibility to anyone other than
the company and the company’s members as a body,
for our audit work, for this report, or for the opinions
we have formed.
Sergio Cardoso
Senior Statutory Auditor
for and on behalf of Grant Thornton UK LLP
Statutory Auditor, Chartered Accountants
London
22 September 2023
Wilmington plc Annual Report and Financial Statements 103
Consolidated income statement
for the year ended 30 June 2023
Continuing operations
Revenue
Operating expenses before amortisation of intangibles excluding computer software,
impairment and adjusting items
Impairment of property, plant and equipment
Amortisation of intangible assets excluding computer software
Adjusting items
Operating expenses
Other income – gain on disposal of subsidiaries
Other income – gain on disposal of property, plant and equipment
Other income – net gain on financing activities
Operating profit
Finance income
Finance expense
Profit before tax
Taxation
Profit for the year attributable to owners of the parent
Earnings per share:
Basic (p)
Diluted (p)
The notes on pages 109-150 are an integral part of these consolidated financial statements.
Year ended
30 June 2023
£’000
Year ended
30 June 2022
£’000
Notes
3
123,497
121,028
(99,391)
—
(2,381)
(147)
(101,919)
2,212
—
—
23,790
478
(246)
24,022
(3,827)
20,195
22.94
22.38
(99,407)
(597)
(2,368)
(66)
(102,438)
16,329
1,289
840
37,048
113
(1,041)
36,120
(3,295)
32,825
37.46
36.98
4b
4b
5
10
6
6
7
9
9
Wilmington plc Annual Report and Financial Statements
104
Consolidated statement of comprehensive income
for the year ended 30 June 2023
Profit for the year
Other comprehensive (expense)/income:
Items that may be reclassified subsequently to the income statement
Currency translation differences
Fair value movements of net investment hedges, net of tax
Other comprehensive (expense)/income for the year, net of tax
Total comprehensive income for the year attributable
to owners of the parent
Year ended
30 June
2023
£’000
Year ended
30 June
2022
£’000
20,195
32,825
(991)
—
(991)
2,353
(193)
2,160
19,204
34,985
Items in the statement above are disclosed net of tax. The income tax relating to each component of other
comprehensive income is disclosed in note 7. The notes on pages 109‑150 are an integral part of these
financial statements.
Wilmington plc Annual Report and Financial Statements
105
Wilmington plc, the parent company, recorded a profit
of £2,014,000 (2022: £14,959,000) during the year.
The notes on pages 109-150 are an integral part of
these consolidated financial statements. The financial
statements on pages 103 - 150 were approved and
authorised for issue by the Board and signed on their
behalf on 22 September 2023.
Mark Milner
Chief Executive Officer
Guy Millward
Chief Financial Officer
Registered number: 03015847
Balance sheet
as at 30 June 2023
Non-current assets
Goodwill
Intangible assets
Property, plant and equipment
Investment in subsidiaries
Deferred consideration receivable
Deferred tax assets
Current assets
Trade and other receivables
Deferred consideration receivable
Current tax assets
Cash and cash equivalents
Assets of disposal group held for sale
Total assets
Current liabilities
Trade and other payables
Current tax liabilities
Lease liabilities
Provisions
Liabilities of disposal group held for sale
Non-current liabilities
Lease liabilities
Deferred tax liabilities
Provisions
Total liabilities
Net assets
Equity
Share capital
Share premium
Treasury and ESOT reserves
Share based payments reserve
Translation reserve
Retained earnings
Total equity
Notes
11
12
13
14
18
15
16
21
22
21
18
22
19
19
19
Group
Company
2023
£’000
60,561
5,734
7,015
—
1,152
925
75,387
27,391
752
—
42,173
—
70,316
2022
£’000
61,128
9,427
6,876
—
1,448
1,041
79,920
27,097
250
1,262
19,785
1,450
49,844
145,703
129,764
(55,966)
(975)
(44)
(307)
—
(57,292)
(6,235)
(607)
(921)
(7,763)
(65,055)
80,648
4,408
45,553
(786)
2,635
3,431
25,407
80,648
(50,258)
(648)
—
(307)
(1,332)
(52,545)
(6,862)
(2,040)
(1,228)
(10,130)
(62,675)
67,089
4,391
45,553
(1,093)
2,141
4,422
11,675
67,089
2023
£’000
—
—
3,384
49,420
—
845
53,649
114,857
351
—
27,483
—
142,691
196,340
(66,510)
(202)
(170)
—
—
(66,882)
(4,445)
—
—
(4,445)
(71,327)
125,013
4,408
45,553
(30)
2,635
—
72,447
2022
£’000
—
—
4,108
49,420
—
504
54,032
118,741
—
—
15,734
—
134,475
188,507
(53,314)
(118)
(170)
—
—
(53,602)
(6,107)
—
—
(6,107)
(59,709)
128,798
4,391
45,553
(183)
2,141
—
76,896
125,013
128,798
Wilmington plc Annual Report and Financial Statements
Statement of changes in equity
for the year ended 30 June 2023
Group
At 1 July 2021
Profit for the year
Other comprehensive income/(expense) for the year
Transactions with owners:
Dividends paid
Performance share plan awards vesting settled via ESOT
ESOT share purchases
Sale of treasury shares
Purchase of treasury shares
Issue of share capital
Issue of share premium
Save As You Earn options settlement
Share based payments
Tax on share based payments
At 30 June 2022
Profit for the year
Other comprehensive expense for the year
Transactions with owners:
Dividends paid
Issue of share capital
Performance share plan awards vesting
Save As You Earn options settlement via ESOT
Save As You Earn options settlement via treasury shares
Share based payments
Tax on share based payments
At 30 June 2023
106
Share capital,
share premium,
ESOT shares
and treasury
shares
(note 19)
£’000
Share based
payments
reserve
£’000
48,904
—
—
48,904
—
84
(371)
49
(154)
11
328
—
—
—
48,851
—
—
48,851
—
17
—
154
153
—
—
49,175
1,390
—
—
1,390
—
(105)
—
—
—
—
—
(180)
1,036
—
2,141
—
—
2,141
—
—
(717)
(11)
—
1,222
—
2,635
Translation
reserve
£’000
2,069
—
2,353
4,422
Retained
earnings
£’000
(15,696)
32,825
(193)
16,936
—
—
—
—
—
—
—
—
—
—
4,422
—
(991)
3,431
—
—
—
—
—
—
—
(5,492)
21
—
—
—
—
—
152
—
58
11,675
20,195
—
31,870
(7,462)
—
854
(16)
(64)
—
225
Total equity
£’000
36,667
32,825
2,160
71,652
(5,492)
—
(371)
49
(154)
11
328
(28)
1,036
58
67,089
20,195
(991)
86,293
(7,462)
17
137
127
89
1,222
225
3,431
25,407
80,648
Wilmington plc Annual Report and Financial Statements
Statement of changes in equity continued
for the year ended 30 June 2023
107
Company
At 1 July 2021
Profit for the year
Transactions with owners:
Dividends paid
Performance share plan awards vesting settled via ESOT
Sale of treasury shares
Purchase of treasury shares
Issue of share capital
Issue of share premium
Save As You Earn options settlement
Share based payments
Tax on share based payments
At 30 June 2022
Profit for the year
Transactions with owners:
Dividends paid
Issue of share capital
Performance share plan awards vesting
Save As You Earn options settlement via ESOT
Save As You Earn options settlement via treasury shares
Share based payments
Tax on share based payments
At 30 June 2023
The notes on pages 109‑150 are an integral part of these consolidated financial statements.
Share capital,
share premium
and treasury
shares
(note 19)
£’000
Share based
payments
reserve
£’000
Retained
earnings
£’000
49,527
—
49,527
—
—
49
(154)
11
328
—
—
—
49,761
—
49,761
—
17
—
—
153
—
—
49,931
1,390
—
1,390
—
(105)
—
—
—
—
(180)
1,036
—
2,141
—
2,141
—
—
(717)
(11)
—
1,222
—
2,635
67,198
14,959
82,157
(5,492)
21
—
—
—
—
152
—
58
76,896
2,014
78,910
(7,462)
—
854
(16)
(64)
—
225
72,447
Total
£’000
118,115
14,959
133,074
(5,492)
(84)
49
(154)
11
328
(28)
1,036
58
128,798
2,014
130,812
(7,462)
17
137
(27)
89
1,222
225
125,013
Wilmington plc Annual Report and Financial Statements Cash flow statements
for the year ended 30 June 2023
Cash flows from operating activities
Cash generated from/(used in) operations before adjusting items
Cash flows for adjusting items – operating activities
Cash flows from tax on share based payments
Cash generated from/(used in) operations
Interest received/(paid)
Tax paid
Net cash generated from/(used in) operating activities
Cash flows from investing activities
Disposal of subsidiaries net of cash
Proceeds from sale of group entity
Deferred consideration received
Cash flows for adjusting items – investing activities
Purchase of property, plant and equipment
Proceeds from disposal of property, plant and equipment
Purchase of intangible assets
Net cash generated from investing activities
Cash flows from financing activities
Dividends paid to owners of the parent
Cash received from sale of shares for share vesting
Share issuance costs
Purchase of shares by ESOT
Payment of lease liabilities
Cash flows for adjusting items – proceeds on disposal of interest rate swap
Decrease in bank loans
Net cash used in financing activities
Net increase in cash and cash equivalents, net of bank overdrafts
Cash and cash equivalents, net of bank overdrafts at beginning of the year
Exchange (loss)/gain on cash and cash equivalents
Cash classified as held for sale
Cash and cash equivalents, net of bank overdrafts at end of the year
Reconciliation of net cash
Cash and cash equivalents at beginning of the year
Cash classified as held for sale
Bank overdrafts at beginning of the year
Bank loans at beginning of the year
Lease liabilities at beginning of the year
Net cash/(debt) at beginning of the year
Net increase in cash and cash equivalents, net of bank overdrafts
Net repayment in bank loans
Exchange loss on bank loans
Movement in lease liabilities
Cash and cash equivalents at end of the year
Cash classified as held for sale at end of the year
Lease liabilities at end of the year
Net cash at end of the year
The notes on pages 109‑150 are an integral part of these consolidated financial statements.
108
Notes
26
10
Group
Company
Year ended
30 June 2023
£’000
Year ended
30 June 2022
£’000
Year ended
30 June 2023
£’000
Year ended
30 June 2022
£’000
33,205
(375)
(2)
32,828
344
(3,268)
29,904
1,549
—
250
(6)
(461)
13
(595)
750
(7,462)
573
(14)
—
(2,109)
—
—
(9,012)
21,642
20,543
(12)
—
42,173
19,785
758
—
—
(7,510)
13,033
21,630
—
—
300
42,173
—
(7,210)
34,963
24,570
(342)
(4)
24,224
(479)
(3,397)
20,348
22,792
—
250
(43)
(440)
3,493
(1,292)
24,760
(5,492)
340
(28)
(371)
(3,752)
1,243
(21,198)
(29,258)
15,850
3,730
205
758
20,543
19,331
(375)
(2)
18,954
324
(2,906)
16,372
—
2,286
—
(6)
—
—
—
2,280
(7,462)
573
(14)
—
—
—
—
(6,903)
11,749
15,734
—
—
27,483
(6,715)
(342)
(4)
(7,061)
(318)
(2,393)
(9,772)
—
23,345
—
(43)
—
3,439
—
26,741
(5,492)
340
(28)
—
—
1,243
—
(3,937)
13,032
2,702
—
—
15,734
7,374
15,734
2,702
(3,644)
(20,960)
(10,742)
(27,972)
16,813
21,198
(238)
3,232
19,785
758
(7,510)
13,033
—
—
(6,225)
9,509
11,749
—
—
1,578
27,483
—
(4,647)
22,836
—
—
(8,963)
(6,261)
13,032
—
—
2,738
15,734
—
(6,225)
9,509
Wilmington plc Annual Report and Financial Statements
109
Notes to the financial statements
General information
The Company is a public company limited by shares, incorporated and domiciled
in the UK. The address of its registered office is 10 Whitechapel High Street,
London E1 8QS.
results of this base case scenario modelling demonstrate adequate resources to
continue in operational existence and meet liabilities as they fall due at all relevant
testing dates. The subsequent analysis focussed on applying the ‘reverse stress
test’ to the base case in order to demonstrate the conditions under which a threat
to business continuity could materialise and its impact.
The Company is listed on the Main Market on the London Stock Exchange. The
Company is a provider of data, information, education and training in the global
Governance, Risk and Compliance (‘GRC’) markets.
The Group has also performed a detailed analysis to support the use of the going
concern basis in preparing its consolidated financial statements for the year ended
30 June 2023, covering an assessment period to 30 September 2024.
1. Statement of accounting policies
The significant accounting policies applied in preparing the financial statements
are outlined below. These policies have been consistently applied for all the years
presented, unless otherwise stated.
a) Basis of preparation
The Group and Company consolidated financial statements have been prepared in
accordance with UK-adopted International Financial Reporting Standards (IFRS)
and the Companies Act 2006 applicable to companies reporting under IFRS.
The Group have taken the Section 408 exemption and therefore not included the
Company income statement.
The consolidated financial statements have been prepared under the historical
cost convention, except in respect of certain financial instruments that have been
measured at fair value. The consolidated financial statements are presented in
Sterling, the functional currency of Wilmington plc, the parent company. All values
are rounded to the nearest thousand pounds (£’000) except where otherwise
indicated.
Pursuant to Section 408 of the Companies Act 2006 the Company’s own income
statement and statement of other comprehensive income are not presented
separately in the Company financial statements, but they have been approved by
the Board.
Going concern
Management prepared forecasts for the assessment period to provide a ‘base case’
scenario, considered to reflect the most likely outcome based on detailed analysis
of current trading, expected future trends, and potential impact of known risks. The
Going concern assessment process
Management prepared forecasts for the assessment period to provide a ‘base case’
scenario, considered to reflect the most likely outcome based on detailed analysis
of current trading, expected future trends, and potential impact of known risks. The
results of this base case scenario modelling demonstrate adequate resources to
continue in operational existence and meet liabilities as they fall due at all relevant
testing dates. The subsequent analysis focussed on applying ‘reverse stress
testing’ to the base case to demonstrate the conditions under which a threat to
business continuity could materialise.
All scenarios modelled in the stress testing exercise demonstrated that the Group
remains in a net cash position throughout the going concern period, and it is
therefore not considered plausible for the Group to be in a scenario where it was
unable to meet its liquidity needs. The review therefore focussed on other potential
scenarios that would create a going concern risk. The reverse stress testing
exercise demonstrated that there would need to be a significant and sustained
drop in the Group’s profitability in combination with an associated demand
for cash, that will create a shift towards a net debt position. To determine the
likelihood of this scenario occurring, extreme downside assumptions were applied
to the base case as follows:
• cancellation of flagship events;
• significant customer disruption causing material revenue loss; and
• significant inflationary pressures and supply disruption with associated
material cost impact.
Wilmington plc Annual Report and Financial Statements 110
Notes to the financial statements continued
1. Statement of accounting policies continued
The application of these downside assumptions did not trigger a net debt scenario
at any relevant testing date. To gain further assurance over this conclusion, it has
however, considered a range of mitigative actions that could be applied to protect
the Group’s position as follows: To gain further assurance over this conclusion, it has
however, considered a range of mitigative actions that could be applied to protect the
Group’s position as follows:
•
reduce controllable costs, for example discretionary reward, recruitment
freezes and travel restrictions;
• optimise working capital by negotiating longer payment terms whilst
continuing to pay suppliers in full;
•
•
limit capital expenditure on new product development; and
implement strategic action in respect of the Group’s asset base.
Based on the assessment performed, together with the performance of the Group
to date in the financial year ended 30 June 2023, the Directors consider that the
Group has adequate resources to continue in operational existence and meet its
liabilities as they fall due over the going concern assessment period. Accordingly
the Directors have concluded that it was appropriate to adopt the going concern
basis in preparing the financial statements.
b) New standards and interpretations
There was no material impact from the adoption of any new standards
or interpretations in the year ended 30 June 2023, including:
International Financial Reporting
Standards (IFRS/IAS)
Description
Amendments to IFRS 3 Business
Combinations
Reference to the
Conceptual Framework
Amendments to IAS 16 Property,
Plant and Equipment
Proceeds before
intended use
Amendment to IAS 37 Provisions,
Contingent Liabilities and
Contingent Assets
Cost of fulfilling a
contract
Effective for
accounting
periods
starting after
1 January 2022
1 January 2022
1 January 2022
New standards and interpretations not yet effective
Amended standards and interpretations not yet effective are not expected to have
a material impact on the Group’s consolidated financial statements for the year
ended 30 June 2024.
Wilmington plc Annual Report and Financial Statements Notes to the financial statements continued
1. Statement of accounting policies continued
c) Critical accounting judgements and estimates
The preparation of financial statements requires management to make judgments,
estimates and assumptions that affect the amounts reported for income and
expenses during the year and that affect the amounts reported for assets and
liabilities at the reporting date. At the 2023 annual reporting date there are no
critical accounting judgments or significant estimation uncertainties.
Accounting judgments and significant estimation uncertainties have been considered
in relation to climate change including the risks identified on pages 50-52.
Management considered any impact on forward looking information and estimates
such as those used in going concern and viability, the carrying value of assets
including goodwill, and the useful economic lives of assets. No material impact
has been identified. Management will continue to regularly assess judgments and
estimation uncertainties in relation to climate change.
Goodwill and intangible assets
Management makes estimates in measuring the carrying amount of goodwill and
intangible assets. In considering whether goodwill and intangible assets have been
impaired, the recoverable amount of cash generating units has been determined
based on value in use calculations. These calculations require management to
estimate future cash flows, a long term growth rate and an appropriate discount
rate. The sensitivity of the carrying amount of goodwill to these variables is
considered in note 11.
Tax
Management make judgements as to whether certain tax deductions claimed will
be allowable when tax authorities review tax filings. Some legislation is hard
to interpret and practical application of legislation will vary based on precise
circumstances. The group has made claims based on tax advice from advisors in
each jurisdiction where it is required to file tax returns and the outcome of these
claims bears a degree of uncertainty until review periods are complete. Significant
adjustments to tax charges in future periods are therefore possible depending on
the outcome of tax authorities’ reviews.
111
d) Basis of consolidation
The Group’s consolidated financial statements incorporate the results and net
assets of Wilmington plc and all its subsidiary undertakings made up to 30 June
each year. Subsidiaries are all entities over which the Group has control. The Group
controls an entity when the Group is exposed to, or has rights to, variable returns
from its involvement with the entity and has the ability to affect those returns
through its power over the entity. Subsidiaries are fully consolidated from the date
on which control is transferred to the Group.
They are deconsolidated from the date that control ceases. Where necessary,
adjustments are made to the financial statements of subsidiaries to bring the
accounting policies used into line with those used by the Group. All inter-group
transactions, balances, income and expenses are eliminated on consolidation;
however, for the purposes of segmental reporting, internal arm’s length recharges
are included within the appropriate segments.
e) Business combinations
The acquisition method of accounting is applied in accounting for the acquisition
of subsidiaries. The acquiree’s identifiable assets and liabilities are recognised at
their fair value at the acquisition date. Goodwill arising on acquisition is recognised
as an asset and measured at cost, representing the excess of the aggregate of the
consideration, the amount of any non-controlling interests in the acquiree, and the
fair value of the acquirer’s previously held equity interest in the acquiree (if any)
over the net of the fair values of the identifiable assets and liabilities at the date
of acquisition. The consideration is measured at fair value, which is the aggregate
of the fair values of the assets transferred, liabilities incurred or assumed and the
equity instruments issued in exchange for control of the acquiree.
f) Impairment of non-financial assets
Intangible assets with finite useful lives and property, plant and equipment are
tested for impairment if events or changes in circumstances indicate that the
carrying amount may not be recoverable. When an impairment test is performed,
the recoverable amount of the asset is assessed and its carrying amount is reduced
to that amount if lower, and any impairment losses are recognised in the income
statement. The recoverable amount is the higher of the value in use and of the fair
value less costs to sell, where the value in use is the present value of the future
cash flows expected to be derived from the asset.
Wilmington plc Annual Report and Financial Statements Notes to the financial statements continued
1. Statement of accounting policies continued
f) Impairment of non-financial assets continued
If, in a subsequent period, the amount of the impairment loss decreases due to a
change in the estimates used to determine the asset’s recoverable amount since
the last impairment loss was recognised, the previously recognised impairment
loss is reversed to the extent that the carrying amount of the asset does not
exceed the carrying amount that would have been determined (net of amortisation
or depreciation) had no impairment loss been recognised for the asset in prior
years. The reversal of an impairment loss is recognised in the income statement.
Goodwill is not amortised, but it is reviewed for impairment at least annually.
Goodwill is allocated to cash generating units (‘CGUs’) for the purpose of
impairment testing, so that the value in use is determined by reference to
the discounted cash flows of the CGU. The cash flows considered are the
expected pre-tax cash flows of the CGU, for projections over a three year period
extrapolated using estimated long term growth rates. The recoverable amount
of the CGU, as for any asset, is the higher of the value in use and the fair value
less costs to sell. If a CGU is impaired, the impairment losses are allocated firstly
against goodwill, and then on a pro-rata basis against intangible and other assets.
An impairment of goodwill is not reversed.
g) Foreign currencies
Items included in the financial statements of each of the Group’s entities are
measured using the currency of the primary economic environment in which the
entity operates (the ‘functional currency’). The consolidated financial statements
are presented in Sterling, which is the Company’s functional and the Group’s
presentation currency.
Foreign currency transactions are translated into the functional currency using the
exchange rates prevailing at the date of the transaction. Foreign exchange gains
and losses resulting from the settlement of transactions and the translation of
monetary assets and liabilities denominated in foreign currencies at period end
exchange rates are recognised in the income statement.
112
On consolidation, assets and liabilities of foreign undertakings are translated
into Sterling at year end exchange rates. The results of foreign undertakings
are translated into Sterling at average rates of exchange for the year (unless
this average is not a reasonable approximation of the cumulative effects of the
rates prevailing on the transaction dates, in which case income and expenses are
translated at the dates of the transactions). Foreign exchange differences arising
on retranslation are recognised directly in a separate component of equity, the
translation reserve.
In the event of the disposal of an undertaking with assets and liabilities
denominated in a foreign currency, the cumulative translation difference in the
translation reserve that is associated with the undertaking is charged or credited to
the gain or loss on disposal recognised in the income statement.
Further information is provided in the financial instruments accounting policy in
relation to loans and borrowings in foreign currencies that are designated as a
hedge of a net investment in a foreign operation.
In preparing the Group’s financial statements consideration has been given to the
impact of both physical and transition climate related risks, as described in the
Task Force on Climate-Related Financial Disclosures (TCFD) section on page 55.
Climate scenario analysis was used as a tool to identify and assess a potential
range of future outcomes, by capturing different assumptions about policies and
physical climate conditions.
There is inherent uncertainty over the assumptions used within these scenarios
and how they will impact the Group’s operations, cash flows and profitability.
The climate-related estimates and assumptions have been applied primarily to
going concern, impairment of non-financial assets, property plant and equipment,
indefinite life intangible assets and provisions.
Wilmington plc Annual Report and Financial Statements 113
Notes to the financial statements continued
1. Statement of accounting policies continued
h) Revenue
Revenue is measured at the transaction price and represents amounts receivable
for goods and services provided in the normal course of business, net of discounts,
VAT and other sales related taxes.
The Group’s revenue comprises different types of product and services across the
two divisions as follows:
• Subscription income for online services, information and journals is normally
received in advance and is therefore recorded as deferred revenue on
the balance sheet. Revenue is then recognised evenly over time as the
performance obligations are satisfied over the term of the subscription.
These revenue streams relate to one performance obligation that is settled
over time using the outputs method on a straight line basis as the customer
simultaneously receives and consumes the benefit from the service.
• Revenue is recognised on the sale of training material, research projects and
similar publications once the product has been delivered to the customer.
These revenue streams relate to one performance obligation that is settled at a
point in time as Wilmington has a right to payment once control of the asset is
transferred to the customer.
• Advertising in hard copy publications is recognised on the issue of the related
publication. This revenue stream relates to one performance obligation that
is settled at a point in time as Wilmington has a right to payment once the
advertising is published in the hard copy publication.
• Marketing and advertising services revenues are recognised over the period
of the advertising subscription or over the period when the marketing service
is provided. When payment is received in advance it is recorded on the
balance sheet as deferred revenue and revenue is then recognised over time
as the performance obligations are satisfied over the term of the contract.
These revenue streams relate to one performance obligation that is settled
over time using the outputs method on a straight line basis as the customer
simultaneously receives and consumes the benefit from the service.
• Revenue from the licence of static data reports is recognised once the data
has been delivered to the customer. This revenue stream relates to one
performance obligation that is settled at a point in time as Wilmington has a
right to payment once control of the asset is transferred to the customer.
• Revenue from the licence of static data reports where the customer has access
to the data for a finite period of time and the reports have significant updates
during that period is recognised over the period of the contract. When payment
is received in advance it is recorded on the balance sheet as deferred revenue
and revenue is then recognised over time as the performance obligations are
satisfied over the term of the contract. This revenue stream relates to one
performance obligation that is settled over time using the outputs method on a
straight line basis as the customer simultaneously receives and consumes the
benefit from the service.
• Revenue from licences to dynamic data that is updated on an ongoing basis
is recognised over the period of the contract. When payment is received in
advance it is recorded on the balance sheet as deferred revenue and revenue
is then recognised over time as the performance obligations are satisfied over
the term of the contract. This revenue stream relates to one performance
obligation that is settled over time using the outputs method on a straight line
basis as the customer simultaneously receives and consumes the benefit from
the service.
• Revenue from training courses where the training is delivered as an ongoing
process is recognised on a straight line basis over the period that the training is
provided to the customer. When payment is received in advance it is recorded
on the balance sheet as deferred revenue and revenue is then recognised over
time as the performance obligations are satisfied over the term of the contract.
This revenue stream relates to one performance obligation that is settled
over time using the outputs method on a straight line basis as the customer
simultaneously receives and consumes the benefit from the service.
• Revenue from training courses where the Group provides in-house training
to corporate customers is recognised on completion of the training course.
This revenue stream relates to one performance obligation that is settled at a
point in time as Wilmington has a right to payment once the service has been
delivered to the customer.
Wilmington plc Annual Report and Financial Statements 114
Notes to the financial statements continued
1. Statement of accounting policies continued
h) Revenue continued
• Revenue from the memberships of professional organisations is recognised on
a straight line basis over the period of membership. When payment is received
in advance it is recorded on the balance sheet as deferred revenue and revenue
is then recognised over time as the performance obligations are satisfied over
the term of the contract. This revenue stream relates to one performance
obligation that is settled over time using the outputs method on a straight line
basis as the customer simultaneously receives and consumes the benefit from
the service.
Revenue from consulting projects is recognised on delivery of the work. This
revenue stream relates to one performance obligation that is settled over time
using the outputs method on a stage of completion basis, as the customer
simultaneously receives and consumes the benefit from the service.
• Event revenue (including revenue from conferences) typically includes attendee
fees, event sponsorship and advertising and is recognised when the event
is held. Customers and sponsors are often required to pay in advance before
commencement of the event, and these advance receipts are recognised as
deferred revenue on the balance sheet from the point at which they become
due. This revenue stream relates to one performance obligation that is settled
at a point in time as Wilmington has a right to payment once the service has
been delivered to the customer.
Deferred revenue represents consideration received for performance obligations
not yet satisfied, the revenue deferred at the current financial year end is expected
to be recognised in the following financial year.
i) Operating expenses
In accordance with IAS 1 paragraph 102, expenses are presented in the accounts
based on their nature. The nature of our operating expenses is that they split
into costs to fulfil revenue contracts and administrative costs and therefore are
shown in this split in the financial statements. Distribution costs are not separately
identified due to the digital nature of the Group’s products as they are considered
immaterial. Fulfilment costs are associated directly with the production of a
product, event or service and are charged to the income statement as incurred. At
each reporting date a prepayment is recognised for any third-party costs which are
paid for in advance of the relevant event being run except in relation to marketing
costs. Administrative costs are additional operational costs that are not directly
associated with the production of a product, event or service. These include
expenses relating to central administrative and management functions and are
expensed to the income statement as incurred. Material items within operating
expenses are disclosed in the financial statements and include staff costs,
depreciation and amortisation and fulfilment costs.
j) Segmental reporting
Operating segments are reported in a manner consistent with the internal reporting
provided to the Executive Board of Directors (the ‘Board’) which is considered as the
Group’s chief operating decision maker and is responsible for allocating resources
and assessing performance of the operating segments. The two divisions (Training &
Education and Intelligence) are the Group’s segments and generate all of the Group’s
revenue. The Board considers the business from both a geographic and product
perspective. Geographically, management considers the performance of the Group
between the UK, Europe (excluding the UK), North America and the Rest of the World.
k) Adjusting items
The Group’s income statement separately identifies adjusting items. Such items are
those that in the Directors’ judgment are one off in nature and need to be disclosed
separately by virtue of their size and incidence. In determining whether an item
or transaction should be classified as an adjusting item, the Directors consider
quantitative as well as qualitative factors such as the frequency, predictability of
occurrence and significance.
This focus on quantitative and qualitative factors may result in the classification
of an item as adjusting, where one of apparently similar nature is not. The Group
distinguishes between restructuring costs that are recurring and those that relate
to one off or transformational Group programmes that impact many operations.
Recurring restructuring costs that are incurred in the normal course of business
are recorded as part of the Group’s underlying trading results within profit before
tax. Restructuring costs that are one off and individually material or relate to
programmes linked to the Group’s wider transformation and require approval at
executive level are disclosed separately in the Consolidated income statement.
When these adjusting items relate to a transformational programme to the
business, the cost may apply to multiple years.
Wilmington plc Annual Report and Financial Statements 115
Notes to the financial statements continued
1. Statement of accounting policies continued
k) Adjusting items continued
This is consistent with the way that financial performance is measured by
management and reported to the Board. Adjusting items may not be comparable
to similarly titled measures used by other companies. Disclosing adjusted items
separately provides additional understanding of the performance of the Group.
l) Current and deferred tax
Current and deferred tax is recognised as income or an expense and included in
the income statement for the period, except to the extent that it relates to items
recognised directly in other comprehensive income or directly in equity, in which
case it is recognised in other comprehensive income or equity, respectively.
The tax effect of adjusting items is calculated by applying the relevant prevailing
rate of taxation to the adjusting expense or income to the extent it is taxable or
tax deductible.
The current tax charge is calculated on the basis of the tax laws enacted or
substantively enacted at the balance sheet date in the countries where the
Company’s subsidiaries operate and generate taxable income. Management
periodically evaluates positions taken in tax returns with respect to situations
in which applicable tax regulation is subject to interpretation. It establishes
provisions where appropriate on the basis of amounts expected to be paid to the
tax authorities.
Deferred tax is recognised, using the liability method, on temporary differences
arising between the tax bases of assets and liabilities and their carrying
amounts in the consolidated financial statements. However, the deferred tax is
not accounted for if it arises from initial recognition of an asset or liability in a
transaction other than a business combination that at the time of the transaction
affects neither accounting nor taxable profit nor loss. Deferred tax is determined
using tax rates (and laws) that have been enacted or substantively enacted by the
balance sheet date and are expected to apply when the related deferred tax asset
is realised or the deferred tax liability is settled.
Deferred tax assets are recognised only to the extent that it is probable that
future taxable profit will be available against which the temporary differences can
be utilised.
Deferred tax assets and liabilities are offset when there is a legally enforceable
right to offset current tax assets against current tax liabilities and when the
deferred taxes assets and liabilities relate to income taxes levied by the same
taxation authority on either the same taxable entity or different taxable entities
where there is an intention to settle the balances on a net basis.
m) Dividends
Dividend distributions are recognised in the consolidated financial statements
when the shareholders’ right to receive payment is established. Final dividend
distributions are recognised in the period in which they are approved by the
shareholders, whilst interim dividend distributions are recognised in the period in
which they are declared and paid.
n) Intangible assets
Intangible assets are stated at historical cost less accumulated amortisation.
Intangible assets are recorded at cost and are amortised through the income
statement on a straight line basis over their estimated useful lives. Their estimated
useful lives depend on the classification of the assets as follows:
20 – 33% per annum
8 – 20% per annum
8 – 33% per annum
5 – 20% per annum
5 – 10% per annum
Computer software
Databases
Customer relationships
Brands
Publishing rights and titles
Computer software that is integral to a related item of hardware is classified as
computer equipment within property, plant and equipment. Other computer software
and internally developed software and databases are classified as intangible
assets if they meet the definition and recognition criteria set out in IAS 38. Costs
associated with the production of internally developed software are capitalised once
it is probable that they will generate future economic benefits and satisfy the other
criteria set out in IAS 38. Computer software intangible assets (including the cost of
internally developed software and databases) are initially recognised at cost. They
are subsequently amortised through the income statement on a straight line basis
over their estimated useful lives up to five years. Assets that are not in use at the
reporting date (assets under development) are recognised at cost and amortisation
commences when those assets begin to generate economic benefit.
Wilmington plc Annual Report and Financial Statements 116
Notes to the financial statements continued
1. Statement of accounting policies continued
o) Property, plant and equipment
r) Financial instruments
Financial assets
Property, plant and equipment is stated at historical cost less accumulated
depreciation. Cost includes the original purchase price of the asset plus any costs
of bringing the asset to its working condition for its intended use. Depreciation
is not provided on freehold land. On other assets it is provided at the following
annual rates, on a straight line basis, in order to write down each asset to its
residual value over its estimated useful life. The assets’ residual values and useful
lives are reviewed, and adjusted if appropriate, at the end of each reporting period.
Land, freehold and leasehold
buildings (excluding freehold land)
Fixtures and fittings
Computer equipment
Motor vehicles
Leasehold improvements are included in land, freehold and leasehold buildings.
2 – 10% per annum
10 – 33% per annum
25 – 33% per annum
25% per annum
Gains and losses arising on disposal are determined by comparing the proceeds
with the carrying amount and are recognised within the income statement.
When the gain or loss arising on disposal is significant or material, it is disclosed
separately on the income statement within other income or expenses.
p) Investments in subsidiaries
Investments in subsidiaries are stated at cost less provision for any impairment
in value.
q) Non-current assets and disposal groups held for sale
Non-current assets (or disposal groups) are classified as held for sale when their
carrying amount is to be recovered principally through a sale transaction and a sale
is considered highly probable. They are stated at the lower of carrying amount and
fair value less costs to sell.
The Group classifies its non-derivative financial assets as ‘amortised cost’ for the
purposes of IFRS 9. Management determines the classification at initial recognition
and re-evaluates this designation at each reporting date.
Loans and other receivables
Loans and other receivables are measured based on the Group’s business model
for managing the financial asset and its contractual cash flow characteristics.
Loans and other receivables are initially recognised at fair value plus transaction
costs. They are subsequently carried at amortised cost using the effective interest
method less any expected credit losses, with changes in carrying value recognised
in the income statement.
Loans and other receivables are classified as current assets if they mature within
twelve months of the reporting date, but are otherwise classified as non-current
assets.
Trade receivables
Trade receivables are initially recognised at the transaction price, which is usually
the invoiced amount. They are subsequently carried at amortised cost using the
effective interest method (if the time value of money is significant), less provision
for expected credit losses. Provisions are made specifically, where there is evidence
of a risk of non-payment taking into account ageing, previous losses experienced
and general economic conditions.
The Group assesses for impairment using the expected credit losses model
as required by IFRS 9. For trade receivables, the Group applies the simplified
approach which requires expected lifetime losses to be recognised from the initial
recognition of the receivables.
The Group measures its trade receivables at amortised cost for the purposes
of IFRS 9 and are presented as current assets as all collections are due in one
year or less.
Wilmington plc Annual Report and Financial Statements Notes to the financial statements continued
1. Statement of accounting policies continued
r) Financial instruments continued
Cash and cash equivalents
Cash and cash equivalents comprise cash in hand, current balances with banks
and similar institutions, and other short term highly liquid investments which are
subject to insignificant risk of changes in value and have original maturities of
three months or less. Cash and cash equivalents are offset against bank overdrafts
and the net amount is reported in the balance sheet when there is a legally
enforceable right to offset the recognised amounts. Bank overdrafts are otherwise
shown as borrowings within current liabilities on the balance sheet. There were no
overdrafts used for the year ended 30 June 2023.
The Group measures cash and cash equivalents at amortised cost for the purposes
of IFRS 9.
Impairment of financial assets
The Group assesses on a forward-looking basis the expected credit losses
associated with its financial assets carried at amortised cost and debt instruments
at fair value through other comprehensive income. Expected credit losses are
updated at each reporting date to reflect changes in credit risk.
The expected credit loss is based on the Group’s historical credit loss experience,
adjusted for factors that are specific to the financial assets, general economic
conditions and an assessment of the current and forecast conditions at the
reporting date.
Financial liabilities
Trade and other payables
Trade and other payables are initially recognised at fair value, which is usually
the invoiced amount. They are subsequently carried at amortised cost using the
effective interest method (if the time value of money is significant).
If due within twelve months or less, the trade or other payable is classified as a
current liability. It is otherwise classified as a non-current liability.
The Group measures trade and other payables at amortised cost for the purposes
of IFRS 9.
117
Loans and other borrowings
Loans and other borrowings are initially recognised at the fair value of the amounts
received net of transaction costs. They are subsequently carried at amortised cost
using the effective interest method, with changes in carrying value recognised in
the income statement.
Further information is provided below in relation to loans and borrowings in
foreign currencies that are designated as a hedge of a net investment in a foreign
operation.
Loans and other borrowings are classified as current liabilities if they mature
within twelve months of the balance sheet date, but are otherwise classified as
non-current liabilities.
The Group measures loans and other borrowings at amortised cost for the
purposes of IFRS 9.
Financial instruments and hedge accounting
The Group manages its capital and makes adjustments to it in light of changes
in economic conditions and the risk characteristics of the underlying assets. The
Group makes use of derivative financial instruments if doing so reduces exposure
to interest rate risk and foreign currency risk.
To qualify for hedge accounting under IFRS 9, a financial instrument must be
designated as a hedging instrument at inception, hedge documentation must be
prepared and the hedge must be expected to be effective using the hedge ratio.
The effectiveness of the hedge is then tested at each reporting date prospectively,
and hedge accounting is continued if the hedge remains effective. Hedge
accounting is discontinued when the hedging instrument expires, or is sold or
terminated or no longer qualifies for hedge accounting, or if the Group chooses to
end the hedge relationship.
To the extent that the hedge is effective, changes in the fair value of derivatives
designated as hedging instruments in cash flow hedges and net investment
hedges are recognised in other comprehensive income. Any ineffectiveness in the
hedge relationship is recognised immediately in the income statement.
Wilmington plc Annual Report and Financial Statements Notes to the financial statements continued
1. Statement of accounting policies continued
r) Financial instruments continued
At the time the hedged item affects profit or loss, any gain or loss previously
recognised in equity is reclassified to the income statement. If a forecast
transaction is no longer expected to occur, any related gain or loss recognised in
other comprehensive income and equity is transferred immediately to the income
statement. If the hedging relationship ceases to meet the effectiveness conditions,
hedge accounting is discontinued.
s) Provisions
Provisions are recognised in the balance sheet when the Group has a present legal
or constructive obligation as a result of a past event, and it is probable that an
outflow of economic benefits will be required to settle it. If the effect is material,
provisions are determined by discounting the expected future cash flows at an
appropriate discount rate.
t) Retirement benefits
The Group does not operate a defined benefit pension scheme.
The Group contributes to defined contribution pension schemes for a number
of employees. Contributions to these arrangements are charged in the income
statement in the period in which they are incurred. The Group has no further
payment obligation once the contributions have been paid
u) Share based payments
The Group operates an equity-settled, share based compensation plan, under
which the entity receives services from employees as consideration for equity
instruments (share awards and options) of the Group. The fair value of the
employee services received in exchange for the grant of share awards and options
is recognised as an expense. The total amount to be expensed is determined by
reference to the fair value of the share awards and options granted, excluding
the impact of any non-market service and performance vesting conditions (for
example profitability and remaining as an employee of the entity over a specified
time period). Non-market vesting conditions are included in assumptions about the
number of share awards and options that are expected to vest. The total amount
expensed is recognised over the vesting period, which is the period over which all
118
of the specified existing conditions are to be satisfied. At each balance sheet date,
the entity revises its estimates of the number of share awards and options that
are expected to vest based on the non-market vesting conditions. It recognises the
impact of the revision to original estimates, if any, in the income statement, with a
corresponding adjustment to the share based payments reserve within equity.
The payment in lieu of dividend payable in connection with the grant of the share
awards is considered an integral part of the grant itself, and the charge will be
treated as an equity-settled transaction. The cumulative share based payment
charge held in reserves is recycled into retained earnings when the share awards
or options lapse or are exercised. The social security contributions payable in
connection with the grant of the share awards will be treated as a cash-settled
transaction.
v) Leases
The Group recognises a right-of-use asset and corresponding liability at the date
the leased asset is made available for use by the Group.
The liability is measured at the present value of future lease payments over the
lease term including fixed payments, in-substance fixed payments, and variable
lease payments that are based on an index or a rate, less any lease incentives
receivable. Lease liabilities are remeasured to include any payments to be made
under extension options which are reasonably certain to be exercised. The lease
payments are discounted using the interest rate implicit in the lease; where this
rate cannot be determined an incremental borrowing rate is used. The incremental
borrowing rate is determined with reference to the rate that the lessee would
pay to borrow the funds necessary to obtain an asset of similar value, in a similar
economic environment, with similar terms and conditions, adjusted for the country-
specific risk of the lessee. The Group records an interest charge in respect of the
lease liability over the lease term.
The right-of-use asset is measured at cost, based on the value of the initial
measurement of the associated lease liability, adjusted for any lease payments
already made less any lease incentives received, initial direct costs incurred, and
any dilapidation or restoration costs required by the terms and conditions of the
lease. The right-of-use asset is depreciated over the term of the lease on a straight
line basis, or if shorter, over the leased asset’s useful economic life.
Wilmington plc Annual Report and Financial Statements Notes to the financial statements continued
1. Statement of accounting policies continued
v) Leases continued
Lease liabilities are remeasured when there is a change in future lease payments
arising from a change in an index or rate, a change in the estimate of the amount
expected to be payable under a residual value guarantee, or as appropriate,
changes in the assessment of whether a purchase or extension option is
reasonably certain to be exercised.
The Group recognises an expense in the Consolidated income statement in respect
of short term leases (being those with an initial term of twelve months or less) and
leases of low-value items on a straight line basis over the life of the lease.
w) Share capital
Ordinary shares are classified as equity. Incremental costs directly attributable to
the issue of new shares or options are shown in equity as a deduction, net of tax,
from the proceeds. The share premium reserve represents the amount paid to the
Company by shareholders above the nominal value of shares issued.
Where any Group company purchases the Company’s equity share capital
(‘treasury shares’), the consideration paid, including any directly attributable
incremental costs (net of income taxes), is deducted from equity attributable to the
Company’s equity holders until the shares are cancelled or reissued.
119
2. Measures of profit
Reconciliation to profit on continuing activities before tax
To provide shareholders with additional understanding of the trading performance
of the Group, adjusted EBITA has been calculated as profit before tax after
adding back:
•
impairment of property, plant and equipment;
• amortisation of intangible assets excluding computer software;
• adjusting items (included in operating expenses);
• other income – gain on disposal of subsidiaries;
• other income – gain on disposal of property, plant and equipment;
• other income – net gain on financing activities; and
• net finance income/expense.
Wilmington plc Annual Report and Financial Statements Notes to the financial statements continued
2. Measures of profit continued
Adjusted profit before tax, adjusted EBITA and adjusted EBITDA reconcile to profit
on continuing activities before tax as follows:
Profit before tax
Impairment of property, plant and equipment
Amortisation of intangible assets excluding computer software
Adjusting items (included in operating expenses)
Other income – gain on disposal of subsidiaries
Other income – gain on disposal of property, plant and
equipment
Other income – net gain on financing activities
Adjusted profit before tax
Net finance (income)/expense
Adjusted operating profit (‘adjusted EBITA’)
Depreciation of property, plant and equipment included in
operating expenses
Amortisation of intangible assets – computer software
Adjusted EBITA before depreciation (‘adjusted EBITDA’)
Adjusted profit before tax
Remove operating profit from sold and closed businesses
Continuing adjusted profit before tax
Year ended
30 June
2023
£’000
Year ended
30 June
2022
£’000
24,022
—
2,381
147
(2,212)
—
—
24,338
(232)
24,106
2,321
1,690
28,117
24,338
(212)
24,126
36,120
597
2,368
66
(16,329)
(1,289)
(840)
20,693
928
21,621
2,412
3,721
27,754
20,693
(2,089)
18,604
120
3. Segmental information
In accordance with IFRS 8 the Group’s operating segments are based on the
operating results reviewed by the Executive Board, which represents the chief
operating decision maker.
The Group’s dynamic portfolio provides customers with a range of information,
data, training and education solutions. During the year the Information & Data
division was renamed to Intelligence. The two divisions (Training & Education and
Intelligence) are the Group’s segments and generate all of the Group’s revenue.
The Board considers the business from both a geographic and product perspective.
Geographically, management considers the performance of the Group between the
UK, Europe (excluding the UK), North America and the Rest of the World.
a) Business segments
Revenue
Year ended
30 June 2023
£’000
Profit
Year ended
30 June 2023
£’000
Revenue
Year ended
30 June 2022
£’000
Profit
Year ended
30 June 2022
£’000
64,872
58,625
123,497
—
—
123,497
Training & Education
Intelligence
Group total
Unallocated central overheads
Share based payments
Impairment of property, plant and
equipment
Amortisation of intangible assets
excluding computer software
Adjusting items (included in operating
expenses)
Other income – gain on disposal of
subsidiaries
Other income – gain on disposal of
property, plant and equipment
Other income – net gain on financing
activities
Net finance income/(expense)
Profit before tax
Taxation
Profit for the financial year
61,464
59,564
121,028
—
—
121,028
16,066
13,258
29,324
(3,703)
(1,515)
24,106
—
(2,381)
(147)
2,212
—
—
232
24,022
(3,827)
20,195
15,998
11,359
27,357
(4,506)
(1,230)
21,621
(597)
(2,368)
(66)
16,329
1,289
840
(928)
36,120
(3,295)
32,825
Wilmington plc Annual Report and Financial Statements
Notes to the financial statements continued
3. Segmental information continued
a) Business segments continued
There are no intra-segmental revenues which are material for disclosure.
Unallocated central overheads represent central costs that are not specifically
allocated to segments. Total assets and liabilities for each reportable segment are
not presented; as such information is not provided to the Board.
b) Segmental information by geography
The UK is the Group’s country of domicile and the Group generates the majority of
its revenue from external customers in the UK. The geographical analysis of revenue
is on the basis of the country of origin in which the customer is invoiced:
UK
Europe (excluding the UK)
North America
Rest of the World
Total revenue
Year ended
30 June
2023
£’000
Year ended
30 June
2022
£’000
70,573
24,465
19,224
9,235
64,320
21,304
25,809
9,595
123,497
121,028
121
c) Timing of revenue recognition
The timing of the Group’s revenue recognition is as follows:
Revenue from products and services transferred
at a point in time
Revenue from products and services transferred
over time
Total revenue
Year ended
30 June
2023
£’000
Year ended
30 June
2022
£’000
39,551
39,725
83,946
123,497
81,303
121,028
During the year the Group recognised £31,405,000 of revenue that was held as a
contract liability 30 June 2022 (2022: £30,124,000 related to amounts held at 30
June 2021).
Wilmington plc Annual Report and Financial Statements
122
b) Adjusting items
The following items have been charged to the income statement during the year
but are considered to be adjusting so are shown separately:
Expense relating to strategic activities
Other adjusting items
(included in operating expenses)
Impairment of property, plant and equipment
Amortisation of intangible assets excluding
computer software
Total adjusting items
(classified in profit before tax)
Year ended
30 June
2023
£’000
Year ended
30 June
2022
£’000
147
147
—
66
66
597
2,381
2,368
2,528
3,031
Notes to the financial statements continued
4. Profit from continuing operations
a) Profit for the year from continuing operations is stated after
charging/(crediting):
Depreciation of property, plant and equipment –
included in operating expenses
Short term and low-value leases
Amortisation of intangible assets – computer
software
Non‑adjusting profit on disposal of property,
plant and equipment
Share based payments (including social security
costs)
Amortisation of intangible assets excluding
computer software
Adjusting items (included in operating expenses)
Adjusting item – gain on disposal of subsidiaries
Adjusting item – gain on sale of property, plant
and equipment
Adjusting item – net gain on financing activities
Research and development expenditure credit
Impairment of property, plant and equipment
Foreign exchange loss
Fees payable to the auditor for the audit of the
Company and consolidated financial statements
Fees payable to the auditor and their associates
for other services:
– The audit of the Company’s subsidiaries
pursuant to legislation
– Audit related other services
Year ended
30 June
2023
£’000
Year ended
30 June
2022
£’000
2,321
94
1,690
2,412
114
3,721
(36)
(71)
1,515
1,230
2,381
147
(2,212)
—
—
(200)
—
179
153
240
17
2,368
66
(16,329)
(1,289)
(840)
(183)
597
446
107
205
15
Wilmington plc Annual Report and Financial Statements
Notes to the financial statements continued
5. Operating expenses
Operating expenses before depreciation and amortisation
Depreciation of property, plant and equipment
Amortisation of intangible assets – computer software
Operating expenses before amortisation of intangibles excluding
computer software, impairment and adjusting items
Amortisation of intangible assets – databases
Amortisation of intangible assets – customer relationships
Amortisation of intangible assets – brands
Amortisation of intangible assets – publishing rights and titles
Impairment property, plant and equipment (note 4b)
Other adjusting items (note 4b)
Operating expenses
6. Net finance income/(expense)
Net finance income/(expense) comprise:
Interest receivable/(payable) on cash and cash equivalents/(bank loans
and overdrafts)
Unwinding of the discount on royalty payments receivable
Interest on lease liabilities
Year ended 30 June 2023
Year ended 30 June 2022
Fulfilment
costs
£’000
Administration
£’000
Total
£’000
95,380
2,321
1,690
99,391
194
1,059
683
445
—
147
88,746
2,412
3,721
94,879
187
1,016
660
505
—
101,919
97,247
4,528
—
—
4,528
—
—
—
—
597
66
5,191
Fulfilment
costs
£’000
90,750
2,321
1,690
94,761
194
1,059
683
445
—
—
97,142
Administration
£’000
4,630
—
—
4,630
—
—
—
—
—
147
4,777
Year ended
30 June
2023
£’000
Year ended
30 June
2022
£’000
373
105
(246)
232
(748)
113
(293)
(928)
123
Total
£’000
93,274
2,412
3,721
99,407
187
1,016
660
505
597
66
102,438
Wilmington plc Annual Report and Financial Statements
Notes to the financial statements continued
7. Taxation
124
Current tax
UK corporation tax at current rates on UK profits
for the year
Adjustments in respect of previous years
Foreign tax
Adjustments in respect of previous years
Total current tax
Total deferred tax
Taxation
Factors affecting the tax charge for the year:
Year ended
30 June
2023
£’000
Year ended
30 June
2022
£’000
3,263
(54)
3,209
1,634
89
4,932
(1,105)
3,827
2,817
(870)
1,947
969
—
2,916
379
3,295
Deferred tax assets and liabilities are measured at the rates that are expected to
apply in the periods of the reversal.
The Company’s profits for this accounting year are taxed at an effective rate of
15.9% (2022: 9.1%).
Included in other comprehensive income is a tax charge of £nil (2022: credit of
£45,000) relating to the net investment hedges.
The tax effect of adjusting items as disclosed in note 9 is a credit of £1,598,000
(2022: £1,050,000).
8. Dividends
Amounts recognised as distributions to owners of the parent in the year:
The effective tax rate is lower (2022: lower) than the average rate of corporation
tax in the UK of 20.5% (2022: 19.0%). The differences are explained below:
Profit before tax
Profit before tax multiplied by the average rate of
corporation tax in the year of 20.5% (2022: 19.0%)
Tax effects of:
Impairment property, plant and equipment
Foreign tax rate differences
Adjustment in respect of previous years
Other items not subject to tax
Deferred tax UK intangibles and capital allowances
movement
Effect on deferred tax of a change in the
corporation tax rate
Other deferred tax movements
Taxation
Year ended
30 June
2023
£’000
24,022
Year ended
30 June
2022
£’000
36,120
4,925
6,863
Final dividends recognised as
distributions in the year
Interim dividends recognised
as distributions in the year
Total dividends paid
Final dividend proposed
—
338
35
(366)
(904)
(83)
(118)
3,827
113
201
(870)
(3,012)
—
—
—
3,295
Year ended
30 June
2023
Pence
per share
Year ended
30 June
2022
Pence
per share
Year ended
30 June
2023
£’000
Year ended
30 June
2022
£’000
5.8
2.7
7.3
3.9
2.4
5.8
5,091
3,399
2,371
7,462
6,410
2,093
5,492
5,070
Wilmington plc Annual Report and Financial Statements
125
Weighted average number of ordinary shares for
the purposes of basic and adjusted earnings per
share
Effect of dilutive potential ordinary shares:
Future exercise of share awards and options
Weighted average number of ordinary shares
for the purposes of diluted and adjusted diluted
earnings per share
Basic earnings per share
Diluted earnings per share
Adjusted basic earnings per share (‘adjusted
earnings per share’)
Adjusted diluted earnings per share
2023
Number
2022
Number
88,027,119
87,632,022
2,217,174
1,126,918
90,244,293
88,758,940
22.94p
22.38p
21.49p
20.96p
37.46p
36.98p
18.66p
18.42p
Notes to the financial statements continued
9. Earnings per share
Adjusted earnings per share has been calculated using adjusted earnings calculated
as profit after taxation attributable to owners of the parent but before:
•
impairment of property, plant and equipment;
• amortisation of intangible assets excluding computer software;
• adjusting items (included in operating expenses);
• other income – gain on disposal of subsidiaries;
• other income – gain on disposal of property, plant and equipment; and
• other income – net gain on financing activities.
The calculation of the basic and diluted earnings per share is based on the
following data:
Earnings from continuing operations for the
purpose of basic earnings per share
Add/(remove):
Impairment of property, plant and equipment
Amortisation of intangible assets excluding
computer software
Adjusting items (included in operating expenses)
Other income – gain on disposal of subsidiaries
Other income – gain on disposal of property, plant
and equipment
Other income – net gain on financing activities
Tax effect of adjustments above and deferred tax
Adjusted earnings for the purposes of adjusted
earnings per share
Year ended
30 June
2023
£’000
Year ended
30 June
2022
£’000
20,195
32,825
—
597
2,381
147
(2,212)
—
—
(1,598)
2,368
66
(16,329)
(1,289)
(840)
(1,050)
18,913
16,348
Wilmington plc Annual Report and Financial Statements
Notes to the financial statements continued
10. Disposals
On 30 December 2022 the Group disposed of its Spanish insurance business,
Wilmington Inese SL., for a consideration of £2,637,131 (€3,000,000) and
recognised a gain on disposal of £2,211,523 presented within other income.
Wilmington received cash of £2,285,714 (€2,600,000) on 2nd January 2023 and
the remaining £351,417 (€400,000) is payable on 30 December 2023.
The disposals were executed in line with the Group’s strategy to simplify its
structure and to focus attention on businesses that operate in the GRC markets.
Wilmington Inese SL. was classified as continuing operations until the date of
disposal due to it not being a separate major line of business or geographical area.
The disposal was executed by way of the sale of 100% of the equity shares and as
at the disposal date, the net assets of Wilmington Inese SL. were as follows:
11. Goodwill
126
Intangibles
Property, plant and equipment
Deferred tax asset
Trade and other receivables
Cash and cash equivalents
Trade and other payables
Deferred income
Lease liability
Net assets disposed
Directly attributable costs of disposal
Recycling of deferred foreign exchange loss
Gain on disposal
Fair value of consideration
Satisfied by:
Cash and cash equivalents
Deferred consideration
Cost
At 1 July 2021
Disposals
Exchange translation differences
At 30 June 2022
Exchange translation differences
At 30 June 2023
Accumulated impairment
At 1 July 2021
Disposals
At 30 June 2022 and 30 June 2023
Net book amount
At 30 June 2023
At 30 June 2022
At 30 June 2021
£’000
34
236
121
536
737
(814)
(525)
(173)
152
405
(132)
2,212
2,637
2,286
351
2,637
£’000
108,096
(8,935)
1,532
100,693
(567)
100,126
42,263
(2,698)
39,565
60,561
61,128
65,833
Wilmington plc Annual Report and Financial Statements
Notes to the financial statements continued
11. Goodwill continued
Goodwill arising on business combinations is not amortised but reviewed for
impairment on an annual basis, or more frequently if there are indications that
goodwill may be impaired. Determining whether the carrying value of acquired
goodwill is recoverable is a significant judgment given the material nature of the
goodwill balance and the significant assumptions underpinning management’s
impairment assessment of the Group’s cash generating units (‘CGUs’). The Group
identifies its CGUs on a business operation and geographic level. This is consistent
with the way the chief operating decision maker reviews performance.
Annual impairment review
The recoverable amount for each CGU has been determined using value in use
calculations. These calculations use the post-tax future cash flow forecasts
covering a three year period based on Board approved budgets. Cash flow
projections in these budgets have been based on growth assumptions that reflect
anticipated market trends in the range of industries served by the brands within
each CGU. Overall these projections assume stable profit margins reflecting
market presence expansion, whilst managing the impact of projected inflationary
and recessionary pressures. Post-tax cash flows beyond the three year period are
then extrapolated using an estimated long term growth rate of 2.0% (2022: 2.0%),
providing a ‘base case’ scenario for the purpose of the impairment review. Key
assumptions for the value in use calculations are those regarding discount rates,
three year cash flow forecasts and long term growth rates.
As part of the impairment assessment all CGU’s indicated significant levels
of headroom with the exception of Compliance Week, which resulted in an
impairment of £43k. Management have considered this to be immaterial for
adjustment, therefore no impairment charge has been recognised for the year
ending 30 June 2023
127
Discount rates
Management have opted to use the post- tax discount rates for discounting
the value in use cashflows due to the linkage with observable market data. A
reconciliation has been performed to ensure the same outcome is principally
reached when using either the pre-tax or post-tax rate approach. The following
pre-tax and post tax rates have been applied:
Pre-tax discount rates
Post-tax discount rates
Year ended
30 June
2023
%
Year ended
30 June
2022
%
Year ended
30 June
2023
%
Year ended
30 June
2022
%
18.4
19.0
—
18.7
15.2
15.7
15.4
15.8
13.8
13.7
—
13.4
15.2
15.7
15.4
15.8
Territory
United Kingdom
United States
Spain
France
Post-tax discount rates are calculated on a company specific participant basis,
movements in the post-tax discount rates for CGUs since the prior year are driven
by changes in company specific market-based inputs. Management considers the
post-tax discount rates to be calculated using appropriate methodology. The rates
are in in line with its peers, and the Board views the rates as accurately reflecting
the return expected by a market participant.
Wilmington plc Annual Report and Financial Statements Notes to the financial statements continued
Sensitivity to changes in assumptions
The following table details the net book value of goodwill allocated to each CGU:
Cash generating units
128
The Group has performed sensitivity testing to assess the impact of changes in
assumptions on the value in use of each CGU. The sensitivity analysis performed
assessed the impact of pessimistic but reasonably possible changes to future
cash flows, long term growth rates and pre-tax discount rates. All CGUs apart
from Compliance Week retained significant headroom even in these sensitised
calculations, leading to the conclusion that there is no realistic change of
assumption that would result in the carrying value to exceed its recoverable
amount. Below are the calculated sensitivities for Compliance Week.
•
•
•
If the post-tax WACC rate increased/ decreased by 1 percentage point, the
overall impairment would respectively increase by £0.5m/ result in headroom
of £0.4m
If long term growth rate was increased/ decreased by 2% with a lower/ higher
post-tax WACC rate movement of 1%, will respectively result in headroom of
£1.6m or an increase in impairment of £1.0m
If the VIU cashflows were reduced by 15% each year, the overall impairment
would increase by £0.8m. Equally a 15% increase in cashflows would result in
headroom of £0.8m
CGU
UK Healthcare
Axco and Pendragon
Accountancy
Legal
Compliance
Compliance Week
FRA
Business Intelligence
30 June
2023
£’000
11,885
11,150
8,307
6,796
7,972
4,719
7,341
2,391
60,561
30 June
2022
£’000
11,885
11,150
8,307
6,796
7,972
4,941
7,686
2,391
61,128
Wilmington plc Annual Report and Financial Statements
Notes to the financial statements continued
12. Intangible assets
Group
Cost
At 1 July 2021
Additions
Assets transferred to held for sale
Write-off of fully amortised intangible assets
Disposals
Exchange translation differences
At 30 June 2022
Additions
Disposals
Exchange translation differences
At 30 June 2023
Accumulated amortisation
At 1 July 2021
Charge for the year
Assets transferred to held for sale
Write-off of fully amortised intangible assets
Disposals
Exchange translation differences
At 30 June 2022
Charge for the year
Disposals
Exchange translation differences
At 30 June 2023
Net book amount
At 30 June 2023
At 30 June 2022
At 30 June 2021
Computer
software
£’000
Databases
£’000
Customer
relationships
£’000
15,138
1,292
(245)
(9,986)
(51)
103
6,251
595
(1,213)
(48)
5,585
10,329
3,721
(210)
(9,986)
(26)
48
3,876
1,690
(1,056)
(25)
4,485
1,100
2,375
4,809
13,765
—
—
—
—
105
13,870
—
—
(39)
13,831
13,312
187
—
—
—
82
13,581
194
—
(32)
13,743
88
289
453
9,156
—
—
—
—
466
9,622
—
—
(173)
9,449
5,329
1,016
—
—
—
334
6,679
1,059
—
(144)
7,594
1,855
2,943
3,827
Brands
£’000
9,948
—
—
—
—
275
10,223
—
—
(99)
10,124
6,761
660
—
—
—
201
7,622
683
—
(98)
8,207
1,917
2,601
3,187
Publishing
rights and
titles
£’000
9,685
—
—
—
—
—
9,685
—
—
—
9,685
7,961
505
—
—
—
—
8,466
445
—
—
8,911
774
1,219
1,724
129
Total
£’000
57,692
1,292
(245)
(9,986)
(51)
949
49,651
595
(1,213)
(359)
48,674
43,692
6,089
(210)
(9,986)
(26)
665
40,224
4,071
(1,056)
(299)
42,940
5,734
9,427
14,000
Wilmington plc Annual Report and Financial Statements
Notes to the financial statements continued
13. Property, plant and equipment
Group
Cost
At 1 July 2021
Additions
Disposals
Assets transferred to held for sale
Assets transferred from held for sale
Exchange translation differences
At 30 June 2022
Additions
Lease modifications
Disposals
Exchange translation differences
At 30 June 2023
Accumulated depreciation
At 1 July 2021
Charge for the year
Disposals
Impairment
Assets transferred to held for sale
Assets transferred from held for sale
Exchange translation differences
At 30 June 2022
Charge for the year
Lease modifications
Disposals
Exchange translation differences
At 30 June 2023
Net book amount
At 30 June 2023
At 30 June 2022
At 30 June 2021
Land, freehold
and leasehold
buildings
£’000
Fixtures and
fittings
£’000
Computer
equipment
£’000
Motor vehicles
£’000
Right-of-use assets
Land and buildings
£’000
3,482
—
—
(67)
162
—
3,577
—
—
(24)
—
3,553
1,856
353
—
597
(34)
142
—
2,914
352
—
(29)
—
3,237
316
663
1,626
3,122
169
(280)
(101)
—
22
2,932
250
—
(754)
(10)
2,418
2,541
236
(279)
—
(64)
—
16
2,450
199
—
(759)
(39)
1,851
567
482
581
4,050
271
(127)
(88)
—
47
4,153
211
—
(2,206)
(6)
2,152
3,645
342
(123)
—
(54)
—
37
3,847
321
—
(2,198)
(33)
1,937
215
306
405
317
—
(206)
—
—
—
111
—
—
(111)
—
—
203
38
(156)
—
—
—
—
85
12
—
(97)
—
—
—
26
114
13,278
464
(64)
(205)
—
50
13,523
396
1,529
(567)
(8)
14,873
6,727
1,443
(60)
—
(38)
—
52
8,124
1,437
(1,342)
(567)
(38)
8,956
5,917
5,399
6,551
130
Total
£’000
24,249
904
(677)
(461)
162
119
24,296
857
1,529
(3,662)
(24)
22,996
14,972
2,412
(618)
597
(190)
142
105
17,420
2,321
(1,342)
(3,650)
(110)
15,981
7,015
6,876
9,277
Wilmington plc Annual Report and Financial Statements
Notes to the financial statements continued
13. Property, plant and equipment continued
The potential physical risks arising from climate change to the Group’s key
operational sites in the short to medium term have been assessed and no assets
have been impaired as a result of this exercise.
Depreciation of property, plant and equipment is charged to operating expenses
within the income statement.
14. Investments in subsidiaries
Company
Net book value as at 1 July 2022 and 30 June 2023
131
Shares in
subsidiary
undertakings
£’000
49,420
Company
Cost
At 1 July 2021, 30 June 2022 and 30 June 2023
Accumulated depreciation
At 1 July 2021
Charge for the year
At 30 June 2022
Charge for the year
At 30 June 2023
Net book amount
At 30 June 2023
At 30 June 2022
At 30 June 2021
Right-of-use
assets
Land and
buildings
£’000
9,889
5,056
725
5,781
724
6,505
3,384
4,108
4,833
The following table gives brief details of the entities controlled and included
in the consolidated financial statements of the Group at 30 June 2023. Except
where indicated, all of the entities are incorporated in and principally operated
in the UK. Subsidiaries marked * are directly owned by Wilmington plc; all other
subsidiaries are indirectly owned. Subsidiaries marked ** are companies limited by
guarantee, have no ordinary shares and are controlled indirectly by Wilmington
plc. Subsidiaries marked + have claimed audit exemptions for the year to 30 June
2023 under Section 479A of the Companies Act 2006. During the year the Group
disposed of the following subsidiary company: Wilmington Inese SL. Wilmington
Publishing & Information Ltd held the investment in this company. During the year
there were no additions, impairments or dissolutions during the year (2022: nil).
UK
company
number
Registered
address
Business
Percentage
owned
Name of company
APM International SAS
(incorporated and operates in
France)
APM Media SARL (incorporated
and operates in France)
n/a
n/a
AVE
AVE
Axco Insurance Information
Services Limited+
3073807 WCH
Bond Solon Training Limited+
2271977 WCH
News information
services to the
healthcare industry
News information
services to the
healthcare industry
Provision of
international
compliance and
regulatory information
for the global
insurance industry
Witness training and
conferences
100
100
100
100
Wilmington plc Annual Report and Financial Statements
n/a
PRU
n/a
SHE
Notes to the financial statements continued
UK
company
number
Registered
address
Business
Percentage
owned
Name of company
CLT International Hong Kong
Limited (formerly International
Compliance Training Hong Kong
Limited)
CLT International Limited+
6309789 WCH
ICA Commercial Services Limited+ 4363296 WCH
ICA Risk Management Limited
(formerly ICA Audit Limited)+
4519229 WCH
Interactive Medica AB
(incorporated and operates in
Sweden)
n/a
ALF
Interactive Medica Limited+
5947851 WCH
Interactive Medica SL
(incorporated and operates in
Spain)
n/a
CRE
International Compliance
Association Limited**+
4429302 WCH
Certified professional
training
Certified professional
training
Training courses
in international
compliance and
money laundering
Facilitation of ISO
certification for
businesses
Pan-European
provider of cloud
based insight, CRM
and KAM offerings to
the pharmaceutical
industry
Pan-European
provider of cloud
based insight, CRM
and KAM offerings to
the pharmaceutical
industry
Pan-European
provider of cloud
based insight, CRM
and KAM offerings to
the pharmaceutical
industry
Professional
association; a not for
profit organisation
132
UK
company
number
Registered
address
Business
Percentage
owned
Name of company
International Compliance
Training Academy PTE Limited
(incorporated and operates in
Singapore)
International Compliance Training
(Middle East) Ltd (incorporated
and operates in the UAE)
n/a
GAT
International Compliance Training
SDN. BHD (incorporated and
operates in Malaysia)
n/a
VER
100
100
100
100
Mercia Group Limited+
1464141 WCH
100
Mercia Ireland Limited
(incorporated and operates in
Ireland)
n/a
BAG
100
100
100
Mercia NI Limited+
MiExact Limited (formerly Smee
and Ford Limited)+
NI038498
ADE
1964639 WCH
SWAT UK Limited+
3041771 WCH
Wilmington Compliance Week
Inc. (incorporated and operates in
the US)
n/a
ORA
Training courses
in international
compliance and
Training courses
in international
compliance and
money laundering
Training courses
in international
compliance and
money laundering
Training and
support services
to the accountancy
profession
Training and
support services
to the accountancy
profession
Training and
support services
to the accountancy
profession
Provision of legacy
information
Training and
support services
to the accountancy
profession
Provision of
international
compliance and
regulatory information
in the US
100
100
100
100
100
100
100
100
100
Wilmington plc Annual Report and Financial Statements Notes to the financial statements continued
Name of company
UK
company
number
Registered
address
Business
Percentage
owned
The registered company addresses for each subsidiary undertaking are abbreviated as
shown below.
133
Wilmington FRA Inc. (incorporated
and operates in the US)
n/a
ORA
Wilmington Healthcare Limited+
2530185 WCH
Wilmington Holdings No.1 Limited* 8313253 WCH
Wilmington Holdings US Inc.
(incorporated and operates in the
US)
Wilmington IBT Limited (formerly
The Matchett Group Limited)+
Wilmington Insight Limited+
Wilmington Legal Limited+
Wilmington plc Employee Share
Ownership Trust+
1221570 WCH
2691102 WCH
2522603 WCH
WCH
ORA
n/a
n/a
Wilmington Publishing &
Information Limited
Wilmington Shared Services
Limited
3368442 WCH
8314442 WCH
Conference and
networking provider
of specialist events in
healthcare and finance
Provision of reference
information to the
healthcare industry
Holding company
Holding company
Dormant
Holding company
Holding company
Trust
Provision of
information and
events for professional
markets
Provision of shared
services
100
100
100
100
100
100
100
n/a
100
100
Registered address
Abbreviation
c/o, Nytorget 7, Box 577, 611 10, Nyköping, Sweden
33 Avenue de la Republique, 75011 Paris
13 Baggot Street Upper, Dublin 4, Ireland
Titanic Suites, 55-59 Adelaide Street, Belfast, United Kingdom
C/Recoletos, 3 – 1º, 28001 Madrid
Gate Village, Building 10, Dubai International Financial Centre, PO Box 506745,
Dubai
1209 Orange Street, Delaware 19801, United States
Suite 2111, 21/F., Prudential Tower, The Gateway, Harbour City, 21 Canton Road,
Tsimshatsui, Kowloon, Hong Kong
6 Shenton Way, #17-08 OUE Downtown 2, Singapore 068809
Unit 30-01, Vertical Business Suite Avenue 3, Bangsar South, No.8, Jalan Kerinchi,
59200, Kuala Lumpur
10 Whitechapel High Street, London E1 8QS, United Kingdom
ALF
AVE
BAG
ADE
CRE
GAT
ORA
PRU
SHE
VER
WCH
Wilmington plc Annual Report and Financial Statements Notes to the financial statements continued
15. Trade and other receivables
Current
Trade receivables
Prepayments and other
receivables
Accrued income
Amounts due from subsidiaries
Group
Company
30 June
2023
£’000
30 June
2022
£’000
30 June
2023
£’000
30 June
2022
£’000
22,577
22,290
—
—
3,758
1,056
—
3,272
1,535
76
—
— 114,781
71
—
118,670
27,391
27,097
114,857
118,741
Amounts due from all subsidiaries are interest free, unsecured and repayable on
demand with the intention to repay within the year. Expected credit losses on
amounts due from subsidiaries are not material.
16. Trade and other payables
Trade payables
Social security and other taxes
Accruals
Subscriptions and deferred
revenue
Other payables
Amounts due to subsidiaries
Group
Company
30 June
2023
£’000
30 June
2022
£’000
30 June
2023
£’000
30 June
2022
£’000
3,039
3,418
15,425
33,659
425
—
2,734
2,106
13,936
31,405
77
—
—
742
2,851
—
202
62,715
—
533
2,730
—
58
49,993
55,966
50,258
66,510
53,314
134
Wilmington plc has loans to the value of £4,053,029 (2022: £3,098,640) due to
APM International SAS which incur interest at 2% per annum; these loans are
unsecured and repayable on demand. All other amounts due to subsidiaries are
interest free, unsecured and repayable on demand.
17. Financial instruments and risk management
The Group’s financial instruments arise from its operations (for example trade
receivables and trade payables), from the financing of its operations (for example
loans and borrowings and equity) and from its risk management activities (for example
interest rate swaps and forward currency contracts). The risks to which the Group is
exposed include liquidity and capital risk, foreign currency risk, and credit risk.
Interest rate risk
Risk
During the year and as at 30 June 2023 The Group had access to a £20m revolving
credit facility; however, during the year it was not in use due to the Group’s net
cash position. The Group would only be exposed to cash flow volatility arising
from fluctuations in market interest rates if the facility was in use; in this case
interest would be charged on the amount drawn down at a rate of SONIA plus
a margin of between 1.50% and 2.25% depending upon leverage. The Group
incurred a commitment fee for access to the facility at a rate of 40% of the
applicable margin. Due to the growing net cash position the Board have decided to
cancel the revolving credit facility in August 2023.
The Group has available an undrawn revolving credit facility as follows:
Expiring less than one year
Expiring after more than one year
30 June
2023
£’000
20,000
—
30 June
2022
£’000
—
20,000
Wilmington plc Annual Report and Financial Statements
135
Notes to the financial statements continued
17. Financial instruments and risk management continued
Group policy for interest rate risk management
Liquidity and capital risk
Risk
The Group policy for interest rate risk management is to enter into interest rate
swap contracts if beneficial to do so. This decision is based on whether the contract
would maintain the ratio of fixed to variable rate debt at a level that achieves a
reasonable cost of debt whilst reducing the exposure to cash flow volatility arising
from fluctuations in market interest rates.
There were no financial instruments in place during the year ended 30 June 2023
or as at 30 June 2022.
Amounts related to items designated as hedging instruments during the year
ended 30 June 2022 were as follows:
During the year
ended
30 June 2022
Change in value of
hedging instrument
recognised in OCI
£’000
Line item in
profit or loss that
includes hedge
ineffectiveness
Line item affected
in profit or loss
because of the
reclassification
—
n/a
1,186
The Group’s activities give rise to working capital obligations and other operational
cash outflows. The Group is consequently exposed to the risk that it cannot meet
its obligations as they fall due or can only meet them at an uneconomic price.
Group policy
The Group policy is to preserve a strong capital base in order to maintain investor,
creditor and market confidence and to safeguard the future development of the
business and to balance these objectives with the efficient use of capital.
Risk management arrangements
The Group determines its liquidity requirements by the use of short and long
term cash forecasts. The Group enters into short, medium and long term financial
instruments when deemed necessary to support operational and other funding
requirements.
Wilmington plc Annual Report and Financial Statements
136
Notes to the financial statements continued
17. Financial instruments and risk management continued
The following tables provide a maturity analysis of the remaining contractually agreed cash flows for the Group’s non-derivative financial liabilities on an undiscounted
basis, which therefore differ from the carrying value and fair value:
Group
At 30 June 2023
Bank loans
including interest
Lease liabilities
Trade payables and
accruals
Within
1 year
£’000
1–2 years
£’000
2–5 years
£’000
More than
5 years
£’000
120
774
—
1,976
—
3,993
18,889
19,783
—
—
1,976
3,993
—
990
—
990
At 30 June 2022
Bank loans
including interest
Lease liabilities
Trade payables and
accruals
Within
1 year
£’000
1–2 years
£’000
2–5 years
£’000
More than
5 years
£’000
120
507
120
1,972
—
4,777
16,747
17,374
—
—
2,092
4,777
—
662
—
662
Total
£’000
120
7,733
18,889
26,742
Total
£’000
240
7,918
16,747
24,905
Company
At 30 June 2023
Bank loans
including interest
Lease liabilities
Trade payables,
accruals and
amounts due
to subsidiary
undertakings
At 30 June 2022
Bank loans
including interest
Lease liabilities
Trade payables,
accruals and
amounts due
to subsidiary
undertakings
Within
1 year
£’000
1–2 years
£’000
2–5 years
£’000
More than
5 years
£’000
120
202
—
1,556
—
2,888
—
353
Total
£’000
120
4,999
65,768
66,090
—
—
1,556
2,888
—
353
65,768
70,887
Within
1 year
£’000
1–2 years
£’000
2–5 years
£’000
More than
5 years
£’000
120
—
120
1,606
—
4,242
—
554
Total
£’000
240
6,402
52,781
52,901
—
—
1,726
4,242
—
554
52,781
59,423
Wilmington plc Annual Report and Financial Statements
137
Notes to the financial statements continued
17. Financial instruments and risk management continued
Foreign currency risk
Risk
The currency of the primary economic environment in which the Group operates
is Sterling, and this is also the currency in which the Group presents its financial
statements. However, the Group has US Dollar linked cash flows arising from
international trading and overseas operations. The Group is consequently exposed
to cash flow volatility arising from fluctuations in the applicable exchange rates for
converting US Dollars to Sterling.
Group policy
The Group policy is to manage foreign currency risk, and to fix the exchange rate
when deemed necessary to manage the exchange rate risk relating to foreign net
cash inflows. Decisions are approved by the Board as part of the budgeting process
and upon the acquisition of foreign operations.
There were no forward contracts entered into during the year ended 30 June 2023
due to the Group deeming the risk is not significant.
Market risk
During the year
ended 30 June
2023
Foreign currency
translation reserve £’000
Balances remaining in the foreign
currency translation reserve from
hedging relationships for which
hedge accounting is no longer
applied £’000
(1,552)
—
During the year
ended 30 June
2022
Foreign currency
translation reserve £’000
Balances remaining in the foreign
currency translation reserve from
hedging relationships for which
hedge accounting is no longer
applied £’000
(1,552)
—
Credit risk
Risk
A foreign currency exposure can arise from the Group’s net investment in two of its
US subsidiaries (Wilmington Compliance Week Inc. and Wilmington FRA Inc.) that
have a US Dollar functional currency.
The Group’s principal financial assets are receivables and bank balances. The
Group is consequently exposed to the risk that its customers or the banks cannot
meet their obligations as they fall due.
Group policy
The Group policy is to assess the creditworthiness and financial strength of
customers at inception and on an ongoing basis. The Group also reviews the
credit rating of its banks. Cash is held in banks with a credit rating between AA to
A per Fitch at 22 September 2023, with the exception of £0.1m which is held in
Allied Irish, with a rating of BBB.
Risk management arrangements
The Group’s credit risk is primarily attributable to its trade receivables. However,
the Group has no significant exposure to credit risk because its trading is spread
over a large number of customers. The payment terms offered to customers take
Wilmington plc Annual Report and Financial Statements
Notes to the financial statements continued
17. Financial instruments and risk management continued
Credit risk continued
into account the assessment of their creditworthiness and financial strength,
and they are set in accordance with industry standards. The creditworthiness of
customers is considered before trading commences. Most of the Group’s customers
are large and well-established institutions that pay on time and in accordance with
the Group’s standard terms of business.
The amounts presented in the balance sheet are net of the expected credit loss
allowance. The Group applies a simplified approach to measure the expected
credit loss allowance for trade receivables classified at amortised cost, using the
lifetime expected loss provision.
The Group assesses on a forward-looking basis the expected credit losses
associated with its financial assets carried at amortised cost and debt instruments
at fair value through other comprehensive income. Expected credit losses are
updated at each reporting date to reflect changes in credit risk.
The expected credit loss on trade receivables is estimated using a provision matrix
by reference to past default experience and credit rating, taking into account
forward-looking factors including general economic conditions and an assessment
of the current and forecast conditions at the reporting date.
The following table details the risk profile of trade receivables based on the
Group’s provision matrix.
138
At 30 June
2023
Not due
£’000
0–30
days
£’000
30–60
days
£’000
61–90
days
£’000
91–120
days
£’000
120+
days
£’000
Total
£’000
Gross carrying
amount
Expected credit
loss rate
Expected
credit loss
Net carrying
amount
14,924
3,816
1,754
1,121
600
1,521 23,736
0.05% 0.25% 0.41% 3.11% 2.24% 71.34% 4.88%
8
10
7
35
13
1,086
1,159
14,916
3,806
1,747
1,086
587
435 22,577
Set out below is the movement for the year in the expected credit loss relating
to trade receivables.
Allowances at 1 July
Additions charged to income statement
Allowances used
Allowances reversed
Allowances at 30 June
30 June
2023
£’000
875
1,101
(146)
(671)
1,159
30 June
2022
£’000
811
731
(57)
(610)
875
Wilmington plc Annual Report and Financial Statements
Notes to the financial statements continued
17. Financial instruments and risk management continued
Fair value of financial assets and financial liabilities
The table below sets out the accounting classification and the carrying and fair
values of all of the Group’s financial assets and financial liabilities. The carrying
value and fair value are equal in all cases.
Group
At 30 June 2023
Financial assets
Cash and cash equivalents
Trade and other receivables
Deferred consideration receivable
Financial liabilities
Trade and other payables
Lease liabilities
At 30 June 2022
Financial assets
Cash and cash equivalents
Trade and other receivables
Deferred consideration receivable
Financial assets included within disposal group held for sale
Financial liabilities
Trade and other payables
Lease liabilities
Financial liabilities included within disposal group held for sale
Company
At 30 June 2023
Financial assets
Cash and cash equivalents
Trade and other receivables
Financial liabilities
Trade and other payables
Lease liabilities
At 30 June 2022
Financial assets
Cash and cash equivalents
Trade and other receivables
Amortised
cost £’000
Financial liabilities
Trade and other payables
Lease liabilities
Amortised
cost £’000
42,173
22,951
1,904
67,028
(18,890)
(7,210)
(26,100)
19,785
22,729
1,698
1,106
45,318
(16,747)
(7,510)
(376)
(24,633)
Fair value measurement
The methods and assumptions used to estimate the fair values of financial assets
and liabilities are as follows:
•
•
the carrying amount of trade receivables and payables approximates to fair
value due to the short maturity of the amounts receivable and payable; and
the fair value of the Group’s borrowings are estimated on the basis of the
discounted value of future cash flows using approximate discount rates in
effect at the balance sheet date.
139
Amortised
cost £’000
27,483
114,781
142,264
(65,768)
(4,647)
(70,415)
Amortised
cost £’000
15,734
118,670
134,404
(52,781)
(6,225)
(59,006)
Wilmington plc Annual Report and Financial Statements
Notes to the financial statements continued
18. Deferred tax
Movements on deferred tax assets are as follows:
Group
At 1 July 2021
Deferred tax credit/(charge) in the income statement for the
year
Deferred tax credit included directly in equity for the year
Utilisation of deferred tax asset
Exchange translation difference
At 30 June 2022
Deferred tax credit/(charge) in the income statement for the
year
Deferred tax credit included directly in equity for the year
Effect on deferred tax of a change in the corporation tax rate
Exchange translation difference
At 30 June 2023
Share
based
payments
£’000
Fair value
interest
rate swap
£’000
US deferred
consideration
£’000
450
(16)
70
—
—
504
89
212
40
—
845
(11)
11
—
—
—
—
—
—
—
—
—
196
(23)
—
—
75
248
(25)
—
20
(77)
166
Tax
losses
£’000
729
191
—
(631)
—
289
—
—
23
—
UK
intangibles
and capital
allowances
£’000
US
intangibles
£’000
(1,260)
(794)
123
—
—
—
(1,137)
904
—
—
—
(75)
—
—
(34)
(903)
21
—
—
110
(772)
312
(233)
140
Total
£’000
(690)
211
70
(631)
41
(999)
989
212
83
33
318
The Group has concluded that the deferred assets relating to tax losses will be recoverable using the estimated future taxable income. The losses can be carried forward
indefinitely and have no expiry date.
Wilmington plc Annual Report and Financial Statements Notes to the financial statements continued
18. Deferred tax continued
The following is the analysis of the deferred tax balances after offset:
Deferred tax assets
Deferred tax liabilities
30 June
2023
£’000
925
(607)
(318)
30 June
2022
£’000
1,041
(2,040)
(999)
141
Company
Asset at 1 July 2021
Deferred tax charge in the
income statement for the year
Deferred tax credit included
directly in equity for the year
Asset at 30 June 2022
Deferred tax charge in the
income statement for the year
Deferred tax credit included
directly in equity for the year
Effect on deferred tax of a
change in
the corporation tax rate
Asset at 30 June 2023
Share based
payments £’000
Fair value
interest rate
swap £’000
Total £’000
450
(16)
70
504
89
212
40
845
(11)
11
—
—
—
—
—
439
(5)
70
504
89
212
40
845
Wilmington plc Annual Report and Financial Statements
Notes to the financial statements continued
19. Share capital
142
Number of
ordinary
shares
of 5p each
Ordinary
shares
£’000
Share
premium
account
£’000
Treasury
shares
and ESOT
reserves
£’000
Total
£’000
Company
Number of
ordinary
shares of
5p each
Ordinary
shares
£’000
Share
premium
account
£’000
Treasury
shares
£’000
Total
£’000
Group
Issued and fully paid
ordinary shares
At 1 July 2021
Performance share
plan awards vesting
settled via ESOT
ESOT share
purchases
Issue of shares
Purchase of treasury
shares
Sale of treasury
shares
87,603,917
4,380
45,225
(701)
48,904
—
—
224,838
—
—
—
—
11
—
—
—
—
328
—
—
84
84
(371)
—
(371)
339
(154)
(154)
49
49
At 30 June 2022
87,828,755
4,391
45,553
(1,093)
48,851
Issue of shares
Save As You Earn
options settlement
via ESOT
Save As You Earn
options settlement
via treasury shares
340,052
—
—
17
—
—
—
—
—
154
154
153
153
At 30 June 2023
88,168,807
4,408
45,553
(786)
49,175
Issued and fully paid
ordinary shares
At 1 July 2021
Issue of shares
Purchase of treasury
shares
Sale of treasury
shares
87,603,917
224,838
4,380
11
45,225
328
(78)
—
49,527
339
—
—
—
—
—
—
(154)
(154)
49
49
At 30 June 2022
87,828,755
4,391
45,553
(183)
49,761
Issue of shares
Save As You Earn
options settlement
via treasury shares
340,052
—
17
—
—
—
—
17
At 30 June 2023
88,168,807
4,408
45,553
—
17
153
(30)
153
49,931
In October 2022 Wilmington issued 340,052 ordinary voting shares of £0.05 to
satisfy the Company’s obligations under its Performance Share Plan.
During the year 30,215 shares held by the Employee Share Ownership Trust
(‘ESOT’) were used to satisfy the Company’s obligations under the SAYE Plan. At
30 June 2023, the ESOT held 352,651 shares (2022: 403,782) in the Company,
which represents 0.4% (2022: 0.5%) of the called up share capital.
During the year 60,762 shares held in treasury were used to satisfy the Company’s
obligations under the SAYE Plan. At 30 June 2023, 5,208 shares (2022: 65,970)
were held in treasury, which represents 0.1% (2022: 0.1%) of the share capital of
the Company.
Wilmington plc Annual Report and Financial Statements
143
Notes to the financial statements continued
20. Share based payments
The Group’s share based payment arrangements are as follows:
a) Performance Share Plan (‘PSP’) awards, applying to Executives;
b) Performance Share Plan (‘PSP’) awards, applying to the Senior
Leadership Team;
c) Share Option Plan (‘Options’), applying to the Senior Leadership Team; and
d) An employee Save As You Earn (‘SAYE’) scheme, for UK based employees.
An expense of £1,515,000 (2022: £1,230,000) was recognised in the income
statement of the Group for share based payments. Of this expense £1,515,000
(2022: £1,230,000) was recognised in the parent company income statement.
During the year ended 30 June 2023, the following events have occurred in respect
of each scheme.
a) PSP awards, applying to Executives
97,757 awards vested on 30 September 2022 at a share price of £2.856. 359,162
awards were granted to Executives in September 2022 with a fair value of £2.47
per award.
The performance conditions of the awards granted in September 2020 and February
2021 are based on the proportions below:
•
•
•
40.0% total shareholder return (‘TSR’);
40.0% earnings per share (‘EPS’); and
20.0% organic growth (‘ORG’).
The performance conditions of the awards granted in September 2021 and February
2022 are based on the proportions below:
•
•
65.0% earnings per share (‘EPS’); and
35.0% organic growth (‘ORG’).
Details of Directors’ share awards are set out in the Directors’ Remuneration
report.
The performance conditions of the awards granted in September 2022 are based on
the proportions below:
Under the Wilmington plc 2017 Performance Share Plan:
Exercise
price per
award
Date of
vesting
Number of
shares for
which awards
outstanding at
1 July 2022
Awards
granted
during
year
Awards
vested
during
year
Awards
lapsed
during
year
Number of
shares for
which awards
outstanding at
30 June 2023
Nil September
2022
Nil September
2023
Nil September
2023
Nil September
2024
Nil September
2024
Nil September
2025
103,405
— (97,757)
(5,648)
—
455,102
52,971
383,177
27,307
—
—
—
—
—
359,162
— (27,669)
427,433
—
—
52,971
— (30,002)
353,175
—
—
—
—
27,307
359,162
Date of grant
September 2019
September 2020
February 2021
September 2021
February 2022
September 2022
•
•
65.0% earnings per share (‘EPS’); and
35.0% organic growth (‘ORG’).
The awards granted to Executives in September 2022 were valued using the Black
Scholes and Stochastic methods with the following assumptions:
•
•
•
expected volatility (%): 26.73;
expected life (years): 3.0; and
expected dividends (%): Nil.
Expected volatility was determined by reference to the historical volatility of the
Group’s share price. The expected life used in the model is the mid-point of the
exercise period. Expected dividend assumptions reflect the impact of dividends
in lieu in respect of awards made to Executives. These do not apply to awards or
options made to the Senior Leadership Team.
Wilmington plc Annual Report and Financial Statements 144
Notes to the financial statements continued
20. Share based payments continued
b) PSP awards, applying to the Senior Leadership Team
Under the Wilmington plc 2017 Performance Share Plan:
Date of grant
September 2019
September 2020
September 2021
February 2022
September 2022
December 2022
April 2023
Number of
shares for
which
awards
outstanding at
1 July 2022
144,177
215,711
151,870
7,270
Awards
granted
during
year
—
—
—
—
—
—
—
105,598
5,299
2,569
Awards
vested
during
year
Awards
lapsed
during
year
(144,177)
—
—
—
—
—
—
—
(59,858)
(46,045)
—
—
—
—
Number of
shares for
which
awards
outstanding at
30 June 2023
—
155,853
105,825
7,270
105,598
5,299
2,569
Date of vesting
September 2022
September 2023
September 2024
September 2024
September 2025
September 2025
September 2025
Exercise
price per
award
Nil
Nil
Nil
Nil
Nil
Nil
Nil
The fair value of the awards granted on 30 September 2022 was £2.37, the fair
value of the awards granted on 1 December 2022 was £2.41 per award and the
fair value of the awards granted on 3 April 2023 was £2.54 per award.
The performance conditions of the awards granted in September 2022, December
2022 and April 2023 are based on the proportions shown below:
• 65.0% earnings per share (‘EPS’); and
• 35.0% organic growth (‘ORG’).
The awards granted in September 2022 were valued using the Black Scholes
method with the following assumptions:
The awards granted in December 2022 were valued using the Black Scholes
method with the following assumptions:
• expected life (years): 3.0; and
• expected dividends (%): 3.15.
The awards granted in April 2023 were valued using the Black Scholes method
with the following assumptions:
• expected life (years): 3.0; and
• expected dividends (%): 3.15.
• expected life (years): 3.0; and
• expected dividends (%): 3.15.
Wilmington plc Annual Report and Financial Statements 145
Notes to the financial statements continued
20. Share based payments continued
c) Options
On 30 September 2022, 1 December 2022 and 3 April 2023, the Company awarded share options to selected key management. This is a discretionary scheme which
enables a company to grant share options to selected employees. The exercise price of the granted options is equal to the market price of the shares on the date of the
grant. Options are conditional on the employee completing three years’ service (the vesting period) so act as a lock-in incentive; the options have a contractual option term
of ten years. The options are exercisable starting three years from the grant date, subject to the Group achieving growth in earnings per share in line with the targets set
out in the deed of grant. The Group has no legal or constructive obligation to repurchase or settle the options in cash.
Movements in the number of share options outstanding and their related weighted average exercise price are as follows:
Date of grant
September 2015
September 2016
September 2017
September 2018
September 2019
September 2020
September 2021
February 2022
September 2022
December 2022
April 2023
Average
exercise price
per option
£
2.625
2.455
2.150
1.848
2.080
1.225
2.228
2.420
2.820
2.862
3.016
Number of
shares for
which options
outstanding at
1 July 2022
Date of vesting
September 2018
160,726
September 2019
September 2020
September 2021
September 2022
September 2023
September 2024
September 2024
September 2025
September 2025
September 2025
—
—
—
216,148
310,571
216,323
10,905
—
—
—
Options
granted
during year
Options
exercised
during year
Options
lapsed
during year
—
—
—
—
—
—
—
—
158,396
7,949
3,854
—
—
—
—
(155,679)
—
—
—
—
—
—
(160,726)
—
—
—
—
(79,027)
(58,798)
—
—
—
—
Number of
shares for
which options
outstanding at
30 June 2023
—
—
—
—
60,469
231,544
157,525
10,905
158,396
7,949
3,854
Wilmington plc Annual Report and Financial Statements Notes to the financial statements continued
20. Share based payments continued
d) Save As You Earn Options
146
On 29 March 2019, Save As You Earn Options with a per share exercise price
of £1.52 over 688,612 ordinary shares in Wilmington plc (the ‘Company’) were
granted under the Wilmington SAYE Plan 2018 to employees of the Company and
its subsidiaries. In May 2022 the SAYE Options vested, and can be exercised within
six months following vesting; 47,127 shares vested during the year. At 30 June
2023 there were no (2022: 47,127) shares for which options were outstanding.
On 19 October 2020, Save As You Earn Options with a per share exercise price
of £0.96 over 984,973 ordinary shares in the Company were granted under the
Wilmington SAYE Plan 2018 to employees of the Company and its subsidiaries. At
30 June 2023 there were 644,324 (2022: 784,949) shares for which options were
outstanding.
On 6 April 2023, Save As You Earn Options with a per share exercise price of
£2.45 over 426,206 ordinary shares in the Company were granted under the
Wilmington SAYE Plan 2018 to employees of the Company and its subsidiaries.
At 30 June 2023 there were 421,065 (2022: nil) shares for which options were
outstanding.
The exercise prices of £1.52, £0.96 and £2.45 relating to the 2019 SAYE Options,
the 2020 SAYE Options and the 2023 SAYE Options respectively were calculated
in accordance with the rules as set out in the SAYE Scheme. The SAYE Options will
normally vest and become exercisable over a three year vesting period from the
date of grant and can be exercised within six months following vesting.
c) Options continued
The fair value of the options granted on 30 September 2022 was £0.70, the fair
value of the options granted on 1 December 2022 was £0.71 per option. and the
fair value of the options granted on 3 April 2023 was £0.75 per option.
The options granted in September 2022 were valued using the Black Scholes
method with the following assumptions:
•
•
•
expected volatility (%): 33.34;
expected life (years): 6.50; and
expected dividends (%): 3.15.
Expected volatility was determined by reference to the historical volatility of the
Group’s share price. The expected life used in the model is the mid-point of the
exercise period.
The options granted in December 2022 were valued using the Black Scholes
method with the following assumptions:
•
•
•
expected volatility (%): 33.34;
expected life (years): 6.50; and
expected dividends (%): 3.15.
Expected volatility was determined by reference to the historical volatility of the
Group’s share price. The expected life used in the model is the mid-point of the
exercise period.
The options granted in April 2023 were valued using the Black Scholes method
with the following assumptions:
•
•
•
expected volatility (%): 33.34;
expected life (years): 6.50; and
expected dividends (%): 3.15.
Expected volatility was determined by reference to the historical volatility of the
Group’s share price. The expected life used in the model is the mid-point of the
exercise period.
Wilmington plc Annual Report and Financial Statements Notes to the financial statements continued
21. Lease liabilities
The Group enters into leases of buildings in relation to offices and business
premises in the geographical locations in which they operate.
The following table shows the discounted lease liabilities included in the Group
and Company balance sheets:
Group
Company
30 June
2023
£’000
975
6,235
7,210
30 June
2022
£’000
648
6,862
7,510
30 June
2023
£’000
202
4,445
4,647
30 June
2022
£’000
118
6,107
6,225
Current
Non-current
A reconciliation of the movement in the right-of-use assets is included in note 13.
The maturity analysis of lease liabilities on a contractual undiscounted cash flow
basis is included in note 17. The interest expense in relation to lease liabilities
is included in note 6. Amounts recognised through the Consolidated income
statement in respect of short term leases and low-value leases are included in
note 4. The total cash outflow for leases was £2,203,000 (2022: £4,166,000) with
the year-on-year decrease relating to a difference in the timing of payments. There
are no leases with variable payments.
Contracts entered into by the Group have a wide range of terms and conditions
but generally do not impose any additional covenants. Extension and termination
options provide the Group with additional operational flexibility.
These options are included in the lease term if the Group considers it reasonably
certain that the lease will be extended or terminated.
22. Provisions
Property and other
At 1 July 2022
Utilised in the year
At 30 June 2023
Included in current liabilities
Included in non-current liabilities
147
£’000
1,535
(307)
1,228
30 June
2023
£’000
307
921
1,228
The provision is in respect of anticipated costs expected to be incurred in relation
to the closed proportion of the head office until the end of the contractual lease
term, including service charge, insurance and, repairs and maintenance. The year
on year movement in the provision reflects unwinding of the provision over the
lease term until May 2027.
The provision is based on assumptions and estimates where the ultimate outcome
may be different from the amount provided. The provision reflects the Group’s best
estimate of the probable exposure as at 30 June 2023. This assessment has been
made having considered the sensitivity of the provision for possible changes in
key assumptions. The group has reviewed the provisions held and concluded no
adjustments are required for climate change risks.
23. Commitments
The Group had no (2022: none) capital commitments contracted but not provided
for in relation to property, plant and equipment at 30 June 2023.
Wilmington plc Annual Report and Financial Statements
148
Notes to the financial statements continued
24. Related party transactions
The Company and its wholly owned subsidiary undertakings offer certain Group-
wide purchasing facilities to the Company’s other subsidiary undertakings whereby
the actual costs are recharged.
The Company has made no recharges (2022: £503,896) to its fellow Group
undertakings in respect of management services.
Amounts due from and to subsidiary undertakings by the Company are set out in
notes 15 and 16 respectively.
During the year, the Company received dividends of £1,359,172 from subsidiaries
(2022: £15,416,584).
There were no (2022: £nil) transactions with related parties of key management
personnel during the year.
25. Staff and their pay and benefits
a) Employee costs (including Directors) were as follows:
Group
Company
Year ended
30 June
2023
£’000
Year ended
30 June
2022
£’000
Year ended
30 June
2023
£’000
Year ended
30 June
2022
£’000
48,060
47,374
3,736
2,930
5,318
1,370
5,164
1,384
1,515
56,263
1,230
55,152
401
52
1,515
5,704
255
46
1,230
4,461
Wages and
salaries*
Social security
costs
Other pension costs
Share based
payments (including
social security costs)
b) Remuneration of key management personnel that held office for part or all of
the year (2023: 10 people; 2022: 9 people), which includes the Directors and
other key management personnel, is shown in the table below:
Short term employee benefits
Compensation for loss of office
Post‑employment benefits
Share based payments
Year ended
30 June
2023
£’000
Year ended
30 June
2022
£’000
2,860
123
80
673
3,736
2,226
—
72
302
2,600
All key management personnel are part of the Executive Committee. More
detailed information concerning Directors’ remuneration, shareholdings, pension
entitlement, share options and other Long Term Incentive Plans (‘LTIPs’) is shown
in the audited part of the Directors’ Remuneration report on pages 79-83 which
forms part of the consolidated financial statements.
c) The average monthly number of employees (including Directors) employed by
the Group was as follows:
Group
Company
Year ended
30 June
2023
Number
Year ended
30 June
2022
Number
Year ended
30 June
2023
Number
Year ended
30 June
2022
Number
494
362
856
520
381
901
—
17
17
—
17
17
Revenue delivery
Administration
Total full time equivalents at 30 June 2023 were 797 (2022: 779).
*Excluded from wages and salaries in the Group figures are redundancy costs in the year of £859,547 (2022:
£1,072,371). Company nil (2022: nil)
d) Retirement benefits:
The Group contributes to defined contribution pension schemes. Total contributions
to the schemes during the year were £1,370,000 (2022: £1,384,000).
Wilmington plc Annual Report and Financial Statements
Notes to the financial statements continued
26. Cash generated from operations
Group
Company
Year ended
30 June
2023
£’000
Year ended
30 June
2022
£’000
Year ended
30 June
2023
£’000
Year ended
30 June
2022
£’000
149
Cash conversion is calculated as a percentage of cash generated by operations to
adjusted EBITA as follows:
Profit from continuing operations before
tax
Adjusting item – gain on disposal of
subsidiaries
Adjusting item – gain on sale of
property, plant and equipment
Adjusting item – net gain on financing
activities
Adjusting items
Depreciation of property, plant and
equipment included in operating
expenses
Amortisation of intangible assets
Impairment of property, plant and
equipment
Non‑adjusting profit on disposal of
property, plant and equipment
Share based payments (including social
security costs)
Net finance (income)/expense
Operating cash flows before
movements in working capital
(Increase)/decrease in trade and other
receivables
Increase/(decrease) in trade and other
payables
Decrease in provisions
Cash generated from/(used in)
operations before adjusting items
24,022
36,120
2,986
14,964
Funds from operations before adjusting items:
(2,212)
(16,329)
—
—
147
2,321
4,071
—
(36)
1,515
(232)
(1,289)
(840)
66
2,412
6,089
597
(71)
1,230
928
Adjusted EBITA (note 2)
Share based payments (including social security costs)
Amortisation of intangible assets – computer software
Depreciation of property, plant and equipment included in
operating expenses
Non‑adjusting profit on disposal of property, plant and
equipment
Operating cash flows before movement in working capital
Net working capital movement
Funds from operations before adjusting items
Cash conversion
—
—
—
29
—
—
—
—
—
—
(840)
(6,061)
—
—
—
—
1,515
(314)
1,230
663
Free cash flow:
29,596
28,913
4,216
9,956
Operating cash flows before movement in working capital
Proceeds on disposal of property, plant and equipment
(107)
1,621
5,010
(9,396)
Net working capital movement
4,023
(307)
(5,657)
(307)
10,105
—
(7,275)
—
Interest received/(paid)
Payment of lease liabilities
Tax paid
Purchase of property, plant and equipment
33,205
24,570
19,331
(6,715)
Purchase of intangible assets
Year ended
30 June
2023
£’000
Year ended
30 June
2022
£’000
24,106
1,515
1,690
21,621
1,230
3,721
2,321
2,412
(36)
29,596
3,609
33,205
138%
(71)
28,913
(4,343)
24,570
114%
Year ended
30 June
2023
£’000
Year ended
30 June
2022
£’000
29,596
13
3,609
344
(2,109)
(3,268)
(461)
(595)
28,913
3,493
(4,343)
(479)
(3,752)
(3,397)
(440)
(1,292)
27. Events after the reporting period
Due to the growing net cash position the Board have decided to cancel the revolving credit facility in August 2023.
Free cash flow
27,129
18,703
Wilmington plc Annual Report and Financial Statements
Notes to the financial statements continued
Pro forma five year financial summary (unaudited)
Revenue
Operating expenses (before adjusting items)
Adjusted EBITA
Other adjusting items
Gain on disposal of property, plant and equipment
Gain on disposal of business operations
Gain on disposal of subsidiaries
Net gain on financing activities
Amortisation of intangible assets excluding computer software
Impairment of goodwill, intangible assets and property, plant and equipment
Operating profit/(loss)
Net finance income/(expense)
Share of loss of equity accounted investment
Profit/(loss) on ordinary activities before tax
Taxation
Profit/(loss) on ordinary activities after tax
Adjusted profit before tax
Cash generated from operations before adjusting items
Basic earnings/(loss) per ordinary share from continuing operations (pence)
Diluted earnings/(loss) per ordinary share from continuing operations (pence)
Adjusted earnings per ordinary share from continuing operations (pence)
Interim and proposed final dividend per share (pence)
Dividend cover (times)1
Return on sales (%)2
The result for the financial year 2019 has not been adjusted for IFRS 16
150
2019
£’m
122.5
(101.0)
21.5
(1.4)
—
—
1.9
—
(5.1)
—
16.9
(2.1)
(0.1)
14.7
(3.5)
11.2
19.3
26.4
12.74
12.64
17.44
9.1
1.9
17.5
2020
£’m
113.1
(99.1)
14.0
(0.6)
—
—
—
—
(4.8)
—
8.6
(2.2)
—
6.4
(1.8)
4.6
11.9
26.5
5.33
5.26
10.71
—
—
12.4
2021
£’m
113.0
(96.4)
16.6
(3.0)
—
3.4
0.8
—
(3.4)
(14.8)
(0.4)
(1.6)
—
(2.0)
(2.5)
(4.5)
15.0
17.3
(5.18)
(5.18)
13.62
6.0
2.3
14.7
2022
£’m
121.0
(99.4)
21.6
0.1
1.3
—
16.3
0.8
(2.5)
(0.6)
37.0
(0.9)
—
36.1
(3.3)
32.8
20.7
24.6
37.46
36.98
18.66
8.2
2.3
17.9
2023
£’m
123.5
(99.4)
24.1
(0.1)
—
—
2.2
—
(2.4)
—
23.8
0.2
—
24.0
(3.8)
20.2
24.3
33.2
23.54
22.96
21.49
10.0
2.1
19.5
1. Dividend cover – adjusted earnings per ordinary share from continuing operations divided by the interim and proposed final dividend per share. 2. Return on sales – adjusted EBITA divided by revenue.
Wilmington plc Annual Report and Financial Statements
Advisors and corporate calendar
Joint Stockbrokers
Investec Bank plc
30 Gresham Street
London
EC2V 7QN
Numis Securities Limited
45 Gresham Street
London
EC2V 7BF
Independent auditor
Grant Thornton UK LLP
30 Finsbury Square
London
EC2A 1AG
www.grantthornton.co.uk/office-locations/london/
Solicitors
Osborne Clarke
One London Wall
London
EC2Y 5EB
www.osborneclarke.com/locations/uk/london
Principal bankers
Barclays Bank plc
1 Churchill Place
Canary Wharf
London
E14 5HP
Registrars
Equiniti Limited
Aspect House
Spencer Road
Lancing
BN99 6DA
Shareholder helpline
+44 (0) 371 384 2855 (UK)
+44 121 415 7047 (overseas)
Wilmington plc Annual Report and Financial Statements
151
Corporate calendar
Announcement of final results
25 September 2023
Annual General Meeting
22 November 2023
Announcement of interim results
February 2024
Registered and business address
Wilmington plc
10 Whitechapel High Street
London
E1 8QS
Tel: +44 (0)20 7490 0049
www.wilmingtonplc.com
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