ANNUAL REPORT
& ACCOUNTS 2024
WPP IS THE CREATIVE
TRANSFORMATION COMPANY
OUR VISION
For more on our work
see page 7
To be the most creative company in the world
OUR PURPOSE
For more on our purpose
see page 38
We use the power of creativity to build
better futures for our people, planet, clients
and communities
OUR STRATEGY
For more on our strategy
see page 16
Our strategy aims to capture the opportunities
offered by AI, maximise the potential of our
offer to clients and deliver faster growth,
higher margins and improved cash generation
Underpinned by a disciplined approach to capital allocation
AI COVER ART
Our AI cover art was created on WPP Open
by our in-house creative technologists.
The imagery combines high-fidelity 3D models
in NVIDIA Omniverse™ with WPP Open’s
generative AI capabilities
For more on WPP Open see page 18
WPP Open, our AI-powered marketing
operating system, drives creative transformation
for the world’s biggest brands
Lead through
AI, data and
technology
Accelerate
growth through
the power
of creative
transformation
Build
world-class,
market-leading
brands
Execute
efficiently to
drive strong
financial returns
CONTENTS
STRATEGIC REPORT
At a glance
2
Chief Executive’s statement
4
Working at WPP
8
Investment case
9
Where we operate
10
Our agencies
11
Our business model
12
Market environment
14
Our strategy
16
Sustainability
36
Task Force on Climate-related
Financial Disclosures statement
47
Chief Financial Officer’s statement
62
Key performance indicators
65
Financial review
68
Assessing and managing our risks
73
Principal risks and uncertainties
78
CORPORATE GOVERNANCE
Chair’s letter
88
Compliance with the UK Corporate
Governance Code
91
Our Board
92
Our Executive Committee
95
Division of responsibilities
97
How our Board engages with stakeholders
98
Board activities
102
Composition, succession and review
103
Nomination and Governance Committee report 105
Audit Committee report
110
Sustainability Committee report
117
Compensation Committee report
119
Statement of Directors’ responsibilities
143
FINANCIAL STATEMENTS
Consolidated financial statements
146
Accounting policies
151
Notes to the consolidated financial statements 157
Independent auditors’ report
188
ADDITIONAL INFORMATION
Reconciliation to non-GAAP measures
of performance
196
Shareholder information
199
Five-year summary
202
Glossary
203
Where to find us
205
WHAT’S INSIDE
This report provides an update on our strategic
progress, financial performance and sustainability
activities for the year ended 31 December 2024
SUSTAINABILITY
We highlight our performance related to
environmental, social and governance (ESG)
topics in this report, starting on page 36. For a
more in-depth account, please see this year’s
Sustainability Report at wpp.com/
sustainabilityreport2024
ADDITIONAL CONTENT
Scan the QR codes throughout the
report to access further content online
Signposts where to find related information
within this report
Selected metrics marked with this symbol have
been subject to independent limited assurance
procedures by PricewaterhouseCoopers LLP (PwC)
for the year ended 31 December 2024. For PwC’s
2024 Limited Assurance Report and the
WPP Sustainability Reporting Criteria 2024,
see wpp.com/sustainabilityreport2024
ANNUAL REPORT ONLINE
An online version of this report, along with
supplementary information and disclosures,
is available at wpp.com/annualreport2024
ABOUT THIS REPORT
PEOPLE
PLANET
CLIENTS
COMMUNITIES
SUSTAINABILITY
REPORT 2024
WPP ANNUAL REPORT 2024
1
STRATEGIC REPORT
STRATEGIC REPORT
108,000
people
Delivering excellence and driving
growth for our clients
See page 42 for more
100+
countries
Our global footprint is a
key differentiator
See page 10 for more
Leading
brands
Home to powerful agency brands
See page 28 for more
Innovation
Deep AI expertise, world-class
data capabilities and cutting-edge
technology
See page 18 for more
WPP Open, our AI-powered marketing operating
system, enables the biggest global marketers to
transform their processes, deliver efficiencies and
accelerate business growth
Our clients
WPP clients include many of the
biggest companies and advertisers
in the world. Our top ten clients
represent 20% of revenue less
pass-through costs
See page 24 for more
AT A GLANCE
OUR COMPANY
We are a world leader in marketing services,
with deep AI, data and technology capabilities,
global presence and unrivalled creative talent
Top 10 markets
WPP ANNUAL REPORT 2024
2
STRATEGIC REPORT
STRATEGIC REPORT
AT A GLANCE
Stable revenue and profitability
REVENUE
£14.7bn
(2023: £14.8bn)
REVENUE LESS
PASS-THROUGH COSTS1
£11.4bn
(2023: £11.9bn)
OPERATING PROFIT
£1.3bn
(2023: £0.5bn)
HEADLINE OPERATING
MARGIN2
15.0%
(2023: 14.8%)
See page 68 for more
Increased returns to shareholders based on strong financial foundations
DILUTED EARNINGS
PER SHARE
49.4p
(2023: 10.1p)
DIVIDEND PER SHARE
39.4p
(2023: 39.4p)
ADJUSTED OPERATING
CASH FLOW CONVERSION3
86%
(2023: 73%)
AVERAGE ADJUSTED NET
DEBT/HEADLINE EBITDA3
1.80x
(2023: 1.83x)
See page 62 for more
Continued progress on our key non-financial performance indicators
PROPORTION OF WOMEN IN
EXECUTIVE LEADERSHIP ROLES4
42%
(2023: 41%)
ELECTRICITY PURCHASED
FROM RENEWABLE SOURCES
93%
(2023: 88%)
CLIENT NET
PROMOTER SCORE
31.4
(2023: 27.5)
WPP OPEN MONTHLY
ACTIVE USERS
33,000
(2023: 10,000)
See page 67 for more
1 The Group uses alternative performance measures in explaining its results, which are
described from page 196
2 Headline operating profit of £1,707 million (2023: £1,750 million) as a percentage of revenue
less pass-through costs of £11,359 million (2023: £11,860 million). Reported profit before tax
was £1,031 million (2023: £346 million)
3 See definitions in the Glossary from page 203
4 In line with the FTSE Women Leaders Review, the independent, business-led framework
supported by the UK government. Executive leadership roles are defined as the board and
executive leadership population (see WPP Sustainability Reporting Criteria 2024)
Selected metrics marked with this symbol have been subject to independent limited assurance
procedures by PricewaterhouseCoopers LLP (PwC) for the year ended 31 December 2024.
For PwC’s 2024 Limited Assurance Report and the WPP Sustainability Reporting Criteria 2024,
see wpp.com/sustainabilityreport2024
OUR PERFORMANCE
Although challenging trading conditions weighed on our top-line
performance, we further improved our margin, cash conversion
and a number of other key performance indicators
WPP ANNUAL REPORT 2024
3
CHIEF EXECUTIVE’S
STATEMENT
the volume of quality content we are able to
produce for our clients, unlocking new levels
of sophistication and effectiveness in media
planning. All at the speed and scale enabled
by advanced AI models.
This creates huge potential for WPP, our
clients and our shareholders. As well
as enhanced creative output, AI promises
a step-change in efficiency and productivity,
allowing us to deliver more work with the
same resources, alongside better outcomes
for our clients.
To ensure we realise the opportunity of AI,
we have been building on the leadership
position we established a number of years
ago when we acquired Satalia, the cutting-
edge AI technology company, in 2021.
Acting as a hub for AI expertise across the
whole of WPP, Satalia has allowed us to build
and train state-of-the-art AI models for our
clients, and to develop the “Brains” that sit
behind our AI-powered marketing operating
system, WPP Open.
LEADING THROUGH WPP OPEN
Our investment in WPP Open has
differentiated us from our peers and means
we now offer clients the industry’s most
advanced end-to-end marketing platform.
It allows our teams to generate insights,
develop strategy, move seamlessly from
ideas to near-finished executions, test them
against synthetic audiences, plan and
activate campaigns, and manage commerce
channels through to the point of purchase.
In 2024 the advertising industry surpassed
$1 trillion in total revenue for the first time
in history, as brands continued to invest in
marketing services as a core component
of their wider strategies.
What we do is not simply important for
clients – it’s a prerequisite for business
success. They look to us to inspire their
customers, launch new products, manage
their reputations and grow their businesses.
At the same time, the marketing ecosystem
is becoming more complex, as channels,
platforms and technologies rapidly evolve
and proliferate.
So clients are also looking for partners who
can help them navigate this complexity, and
transform their marketing operations to keep
pace with change.
Each of these trends underscores the highly
valuable nature of our work, and the
opportunities ahead of us.
THE OPPORTUNITY OF AI
The biggest of those opportunities is
to be found in the application of artificial
intelligence to marketing.
Over the last 25 years, the internet has
transformed the business of marketing,
and driven our growth as a company.
At WPP, we believe that the impact of AI
will be equally – if not more – profound.
AI is touching every single aspect of how we
work: augmenting our creativity, increasing
These are just some of the capabilities
of WPP Open, and the reason 33,000 of our
people were using it each month by the end
of 2024 – a figure that continues to grow.
Client adoption is also growing, with major
brands including Google, IBM, L’Oréal, LVMH,
Nestlé and The Coca-Cola Company all
seeing the benefits.
WPP Open was central to our biggest
pitch successes in 2024, including Amazon,
Unilever and Johnson & Johnson, as it
becomes increasingly embedded at the
heart of our offer and ways of working.
Innovation in the world of AI is happening
at a dizzying pace, and to maintain our lead
we are increasing our annual investment
in WPP Open from £250 million in 2024
to £300 million in 2025.
Read more about WPP Open and
our investment in AI, data and technology
from page 18 of this report
WPP OPEN WAS CENTRAL
TO OUR BIGGEST PITCH
SUCCESSES IN 2024 AS IT
BECOMES INCREASINGLY
EMBEDDED AT THE HEART
OF OUR OFFER AND
WAYS OF WORKING”
MARK READ
CHIEF EXECUTIVE OFFICER
4
STRATEGIC REPORT
WPP ANNUAL REPORT 2024
STRONGER MARGIN AND CASH,
DESPITE TOP-LINE PRESSURE
It has also helped to make our operations
more efficient, contributing to a higher
headline operating margin, improved cash
conversion and a stronger balance sheet –
giving us greater flexibility for the year ahead.
We anticipate that the impact of our
structural actions on the top line will be
somewhat slower to come through, as
we continue to build a platform for stronger
growth in the future. It also takes time for
new business wins to translate into revenue.
Our top-line performance in 2024 was
impacted by the effect of historical client
assignment losses, challenging conditions
in China and weaker discretionary client
spending in the final quarter. Like-for-like
revenue less pass-through costs fell by
1.0% for the year.
In these uncertain times we remain cautious
on the macro environment. We expect 2025
to be a year of transition for GroupM as a
new leadership team implements its plans
and laps prior client losses. At the same time,
we anticipate a better year for our creative
agencies, and that our top-line performance
will improve in the second half of 2025.
We expect trading in China to continue to
be difficult in the first half of this year, with
some improvement later in 2025. The actions
taken by the new China management team
– including to address GroupM’s specific
challenges - will build on our leadership
position and strengthen our business over
the medium-term in what remains an
important market for WPP.
Read more about our financial performance
and outlook in the Chief Financial Officer’s
statement from page 62 of this report
Despite the disappointing end to 2024
and the challenging short-term outlook,
we continue to be confident in our
medium-term targets. We believe our
strategy – described in detail from page 16
– will produce stronger growth and greater
value for our shareholders.
INVESTING FOR THE LONG-TERM
During the dotcom boom, when people were
trying to figure out whether the internet was
an opportunity or a threat, and whether to
maintain or pull their investment, those who
stayed the course were those who came
out on top.
The same will apply in the marketing services
industry today. While we can already measure
the success of our AI investments in pitch
win rates, client adoption and employee
uptake, the ultimate yardstick will be
top-line growth.
I believe the decisions we are making now
will create the foundations for accelerated
growth, as we build a stronger WPP for
a very different future.
Another critical part of that process has been
the streamlining of our once highly complex
client-facing structure.
2024 marked the first year of operation of our
two newly created agencies: Burson, formed
from the merger of BCW and Hill & Knowlton;
and VML, which brought together VMLY&R
and Wunderman Thompson.
We also continued to simplify GroupM, our
largest business, through the consolidation
programme announced in 2023, and sold
FGS Global, delivering significant value for
our shareholders and further sharpening
our focus on our core business.
As a result of the changes we have made,
today we serve clients primarily through six
agency networks – AKQA, Burson, GroupM,
Hogarth, Ogilvy and VML – that represent
more than 90% of our revenue.
This simpler structure has enabled a stronger,
more integrated offer across our creative,
production, commerce and media
capabilities, supporting an improved new
business performance in the second half
of 2024, and good growth across our top
25 clients of 2.0% for the full year.
PRIORITIES FOR 2025
To achieve this, our priorities for 2025 are
to deliver on the promise of WPP Open,
to get GroupM in good shape for stronger
growth, and to win more pitches through our
increasingly integrated proposition to clients.
Our additional investment in WPP Open
is designed to keep it at the forefront of AI
in our industry, and as we deploy it across
the entire company we aim to increase usage
to every client-facing role in WPP.
In September we were delighted to welcome
Brian Lesser back to WPP as the new CEO of
GroupM. Brian was previously Chairman and
CEO of InfoSum, a leading marketing data
company, and prior to that he led the Xandr
advertising business at AT&T.
He spent 10 years at WPP, most recently as
CEO of GroupM North America, and was the
driving force behind the creation of Xaxis –
the agency world’s first programmatic
buying platform, and probably the first
technology-led proprietary media business.
Since rejoining us Brian has put in place a
new leadership team at GroupM, which is
implementing a comprehensive plan to
build on progress to date and improve the
competitiveness of our media offer globally,
with a particular focus on the US.
Leveraging the full benefit of AI, data and
technology at GroupM is key to closing the
growth gap with our best-performing peers;
further investment in WPP Open’s Media
Studio and in next-generation proprietary
media products will strengthen existing
client relationships and drive new business
performance.
Across the whole of WPP, pitches in 2024
with WPP Open at the heart had a higher
win rate, and in 2025 we aim to make sure
there are no pitches without it.
Technology – and AI in particular – is enabling
unprecedented levels of connection between
previously separate marketing disciplines,
allowing us to offer the truly integrated
solutions that clients increasingly expect.
Within this, creativity remains more
important than ever. Our creative and
production capabilities are market-leading
and often the decisive factor when clients
choose our offer ahead of our peers.
5
WPP ANNUAL REPORT 2024
CHIEF EXECUTIVE’S STATEMENT
STRATEGIC REPORT
CHIEF EXECUTIVE’S STATEMENT CONTINUED
SKILLS FOR TODAY, AND THE FUTURE
WPP is a people business, and it is vital that
we equip our employees with the skills they
need to succeed in a fast-changing world.
In 2024 we expanded the scope of our
Future Readiness Academies, our on-demand
training platform, adding modules such
as advanced AI training to help our people
build essential skills in areas like prompt
engineering and apply AI in practical,
real-world scenarios.
More than 30,000 people have completed
over 108,000 Future Readiness Academies
lessons, demonstrating the appetite for
learning, development and future-facing
skills within WPP.
In today’s connected ecosystem, we need
our people’s capabilities to span the full
range of technology partners and platforms.
In 2024 WPP employees earned more than
21,000 accreditations from technology
partners such as Adobe, Google, Meta,
Microsoft and TikTok.
One of the most important factors for career
and skills development is spending enough
time together with colleagues in person.
As well as making it easier to learn from one
other and mentor those starting out in their
careers, it also enables more effective
collaboration and stronger culture.
That’s why, from April this year, we are asking
most of our people to spend an average
of four days a week in the office, while
continuing to provide additional flexibility
for those who need it.
Developing emerging industry talent is
a top priority for WPP, and our Creative
Tech Apprenticeships are a great example
of how we do that. This nine-month paid
programme is designed to furnish participants
with next-generation skills in AI, creative
coding and virtual production.
Apprentices gain hands-on experience with
leading brands, and most go on to secure
roles with Hogarth, our global production
agency – providing a career path for them
and a pipeline of talent for WPP.
Read more on our people strategy
from page 42 of this report
OUTSTANDING WORK
Talent remains a vital ingredient of WPP’s
success, and the outstanding work our
clients have come to expect from us.
The creative excellence of our people
and what they do for our clients continued
to be recognised by the industry in 2024.
We were extremely proud when Unilever
was named Creative Marketer of the Year
at the Cannes Lions International Festival
of Creativity, due in part to our work for its
brands, and when The Coca-Cola Company,
whose global marketing partner is our
dedicated agency WPP Open X, won
Creative Brand of the Year for the first
time in its long history.
It was also wonderful to see Ogilvy pick
up Creative Network of the Year, while WPP
regained the title of Creative Company of
the Year and GroupM emerged as the leading
media group at the festival.
Another great showcase for the best in our
industry is the Super Bowl, which this year
once again featured many brilliant examples
of our agencies’ creative output, while
GroupM oversaw 20 different spots on
national media.
It’s another reminder of the visibility, cultural
impact and high-value nature of what we do.
Advertisers invest millions of dollars in these
moments, as they seek to stand out and
make a connection with consumers, and
they entrust their brands to us in the process.
Such relationships of trust with the world’s
leading brands are one of the hallmarks of
WPP. Our clients include four of the five most
valuable companies in the world (Amazon,
Apple, Google and Microsoft) and we partner
closely with the fifth (NVIDIA). And in 2024
our net promoter score among our biggest
global clients rose to a record high.
As we look ahead to the rest of 2025, we are
more determined than ever to deliver for
those who rely on our services. My thanks go
to our fantastic clients, and to all the talented
people at WPP behind the great work we do
for them.
Mark Read
Chief Executive Officer
28 March 2025
As brands seek partners to help them
transform their marketing models, we are
well placed to meet this demand, as we
are already seeing with our biggest clients.
In many ways providing marketing services
will become more like providing technology
services, with fewer partners, greater
standardisation and new commercial models.
And finally, our efforts will be underpinned
by more efficient operations and strict
capital allocation.
Taken together, these actions will position
us to deliver improved growth rates
alongside financial stability, against
a backdrop of continued economic
and geopolitical uncertainty.
CULTURE AND COMPLEXITY
In today’s complex world, a pressing
question for brands and organisations is
whether to engage on social issues in a more
contested public arena, and how to navigate
the expectations of different audiences with
competing views on sensitive topics.
With political events much has changed over
the last year. Some things, though, have not
changed. At WPP our aim has always been
to foster a culture of respect for one another
in which everyone feels they belong and
has the same opportunities to progress in
their careers.
We also believe a workforce that reflects
the world around us, and the consumers
our clients want to reach, helps us do the
best work and is good for business.
Like all companies with operations
in the United States, we are monitoring
developments and keeping any implications
for our business under ongoing review.
We will continue to meet legal requirements
in all our markets.
THE CREATIVE
EXCELLENCE OF OUR
PEOPLE AND WHAT THEY
DO FOR OUR CLIENTS
CONTINUED TO BE
RECOGNISED BY THE
INDUSTRY IN 2024”
6
STRATEGIC REPORT
WPP ANNUAL REPORT 2024
OUR WORK
In 2024 we delivered imaginative, impactful and
technology-driven campaigns for many of the
world’s leading brands
HELLMANN’S (UNILEVER): MAYO CAT
The cat on a mission to save human food
CERAVE (L’ORÉAL): MICHAEL CERAVE
Is actor Michael Cera really the brains behind CeraVe skincare?
OREO (MONDELĒZ): BLACKPINK IN YOUR OREO
When the world’s #1 cookie met the world’s #1 girl band
THE COCA-COLA COMPANY: COKE SOUNDZ
Uplifting the world through AI-powered sounds
UPS: A BETTER WAY TO DELIVER
Elevating ecommerce in support of small businesses
AMAZON WEB SERVICES: VANISHING EMAILS
Cutting back the carbon footprint of expired emails
7
WPP ANNUAL REPORT 2024
STRATEGIC REPORT
STRATEGIC REPORT
WORKING AT WPP
Working at WPP means being part of a global
network of world-class agencies, where our
people can learn new skills, pursue fresh
opportunities and build exciting careers
See page 42
OUR VALUES
open
optimistic
extraordinary
LEARNING
108,000+
Future Readiness Academies
training sessions, including
advanced AI modules
RECOGNITION
a Financial Times
Best Employer
WORKPLACES
47
modern, inspiring
campuses across
the globe
ENGAGEMENT
79,000
responses to our All In
staff survey 2024
8
WPP ANNUAL REPORT 2024
INVESTMENT CASE
Our global scale, strong client relationships and leading
capabilities underpin our strategy to accelerate growth
and drive shareholder returns
GLOBAL REACH
AND SCALE
Our global network of world-class agencies
provides comprehensive geographic reach and
services across all areas of modern marketing
100+
countries in our
global network
ATTRACTIVE
AND GROWING
ADDRESSABLE
MARKETS
Ongoing client demand for integrated marketing
services is driven by an increasingly complex
ecosystem and new opportunities from
technology-led services, such as AI
6.9%
estimated compound annual
growth in global advertising
revenue 2023-20291
DEEP RELATIONSHIPS
WITH LEADING
BUSINESSES
Our clients are some of the world’s largest and
most successful companies, including around 300
of the Fortune Global 500. These relationships are
enduring, including multi-decade partnerships
with many of our biggest clients
8.1
out of 10 client
satisfaction score
(2023: 8.0)
LEADING THROUGH
AI, DATA AND
TECHNOLOGY
We invest in AI expertise, data capability and
cutting-edge technology through organic investment,
targeted acquisitions and strategic partnerships with
world-leading technology companies, to meet client
needs and drive our growth
£250m
investment in AI, data and
technology in 2024, rising
to £300m in 2025
FINANCIAL
STRENGTH WITH
INVESTMENT GRADE
BALANCE SHEET
Our business is cyclical but our cost base is flexible,
allowing maintenance of strong profitability and
cash generation across the cycle. We combine this
with a disciplined approach to capital allocation,
enabling us to reinvest in the business, acquire new
companies and talent, and reward shareholders
£4.6bn
returned to shareholders
since 2018
WORLD-LEADING
TALENT, AMBITIOUS
FOR THE FUTURE
We attract and retain world-leading talent,
develop our people’s skills in all areas of marketing
and augment their creativity with our leading AI
capabilities, helping us deliver transformative
work for our clients
108,000
people across
the globe
1 GroupM, This Year Next Year: 2024 Global End of Year Forecast, December 2024
WPP ANNUAL REPORT 2024
9
STRATEGIC REPORT
2024 REVENUE BY REGION
2024 REVENUE BY REGION
North America 38%
United Kingdom 15%
Western Continental
Europe 20%
Rest of World (CEE,
LA, AME, AP) 27%
WHERE WE OPERATE
WPP agencies operate in more than 100 countries,
providing global reach and scale
Our top 10 markets
%
Revenue
People
USA
35
19,000
UK
15
12,000
Germany
7
7,000
Greater China1
5
7,000
India
4
11,000
Brazil
2
6,000
Australia
2
2,000
Canada
2
2,000
France
2
2,000
Italy
2
2,000
1 Including Hong Kong and Taiwan
LATIN AMERICA
NORTH AMERICA
UNITED KINGDOM
PEOPLE
21,000
PEOPLE
12,000
CENTRAL &
EASTERN EUROPE
REVENUE
£0.3bn
PEOPLE
4,000
REVENUE
£5.5bn
REVENUE
£2.2bn
WESTERN
CONTINENTAL EUROPE
PEOPLE
22,000
REVENUE
£3.0bn
REVENUE
£2.6bn
PEOPLE
30,000
REVENUE
£0.7bn
PEOPLE
14,000
PEOPLE
5,000
REVENUE
£0.4bn
AFRICA & MIDDLE EAST
ASIA PACIFIC
WPP ANNUAL REPORT 2024
10
STRATEGIC REPORT
% OF REVENUE LESS PASS-THROUGH
COSTS, 2024
% OF REVENUE LESS PASS-THROUGH
COSTS, 2024
Global integrated
agencies 83%
Public relations
agencies 9%
Specialist agencies 8%
OUR AGENCIES
Over the last few years we have simplified our structure to meet
the needs of our clients and drive growth. We now operate
primarily through six key agency network brands
GLOBAL INTEGRATED AGENCIES
Our creative agencies bring brands and
products to life through advertising
campaigns, experiences, ecommerce
strategies and platforms, technology
services such as CRM implementation,
and more.
Our media agencies connect brands with
consumers – planning, buying and activating
the distribution of creative content across
the full range of media channels, including
digital display, search, social, TV, print
and billboards.
WPP is home to exceptional creative, media,
public relations and specialist agencies
PUBLIC RELATIONS AGENCIES
Our PR firms help clients communicate with
their stakeholders, build their reputation and
manage risk.
SPECIALIST AGENCIES
Our specialist agencies provide tailored
services, including branding and design.
Read about the performance of our agencies
in the Financial Review on page 68
6
leading networks, representing
92% of WPP1
CREATIVE
MEDIA
PR
The world’s largest
creative agency2
An iconic global
creative agency
An award-winning
ideas and innovation
agency
The world’s largest
production agency
A world-leading media
investment business3
A top 2 global PR firm4
26,000
14,000
5,000
7,000
40,000
6,000
55 markets
87 markets
30 markets
27 markets
88 markets
43 markets
We are also home to a number
of specialist agency brands
1,000
700
1,300
KEY
Employees
1 Pro forma for the sale of FGS Global
2 Formed in January 2024 from the merger
of Wunderman Thompson and VMLY&R
3 GroupM includes the agencies Mindshare,
EssenceMediacom, Wavemaker and other
agencies not listed here
4 Formed in June 2024 from the merger
of BCW and Hill & Knowlton
WPP ANNUAL REPORT 2024
11
STRATEGIC REPORT
OUR OFFER
OUR BUSINESS MODEL
WPP is the creative transformation company
WHAT
WE DO
WHAT SETS
US APART
We provide marketing services that
help brands grow and transform
their businesses
Our work spans the full marketing
spectrum, from the creation
and production of advertising
campaigns, social media
management and influencer
marketing to commerce solutions,
app development, CRM
implementation and more
Our simple, integrated solutions
connecting our creative, production,
commerce, media, PR and specialist
services, based on our core
strengths: leading AI, data and
technology capabilities, deep
relationships with major clients,
global scale and reach,
market-leading agency brands
and award-winning creative talent
CREATIVE
MEDIA
PR
SPECIALIST
OUR OFFER
Create scalable ideas and
experiences that bring to life
brands and their relationships
with customers
Connect brands to consumers
across the full range of media
channels and platforms
Manage reputation
and communication
with key stakeholders
Branding, design and
other specialist services
OUR SERVICES
INCLUDE
– Brand experience
– Commerce
– Customer experience
– Marketing strategy
– Production
– Technology
implementation, eg CRM
– Commerce media
– Consulting
– Data analytics and insight
– Media activation
– Media planning and buying
– Media strategy
– Media relations
– Public affairs
– Reputation, risk and
crisis management
– Social media management
– Strategic advice
– Brand consulting
– Brand identity
– Corporate and brand
publications
– Events management
– Product launches
– Sonic branding
OUR OFFER
IN ACTION
CAN'T B BROKEN
Beyoncé tries (and fails) to
break Verizon's network
EVERY JOURNEY
MATTERS
Celebrating 25 years
of Transport for London
THE BEST A MAN
CAN GET
Bringing Gillette's iconic
branding to a new generation
WOMEN BAYER
Creating a brand that
illuminates women’s health
12
WPP ANNUAL REPORT 2024
STRATEGIC REPORT
OUR OPERATING MODEL
Our clients are at the heart of our
business. Our agency networks
provide leading talent and capabilities,
increasingly delivered through WPP
Open, to help us retain and attract
clients, improve our cash generation,
and reinvest in the business for the
benefit of all our stakeholders
Our client portfolio is highly diversified and covers
over 100 markets and every business sector
OUR CLIENTS
Page 24
WPP OPEN
WPP Open, our AI-powered
marketing operating system,
brings together all WPP
agency services into one
integrated, end-to-end
workflow for clients.
This flexible, customisable
system is tailored to
individual client goals,
and was central to our
biggest pitch successes
in 2024
Page 22
OUR FINANCIAL MODEL
Our profit and cash
generation has historically
been strong, reflecting our
diverse revenue streams
and flexible cost base.
We have a disciplined
approach to capital
allocation; our priority
is to invest in our business
with a focus on WPP Open,
AI and data, to enhance
our offer and win and retain
client assignments
Page 64
AI, DATA & TECHNOLOGY
We possess leading
marketing capabilities,
increasingly delivered
through WPP Open.
Choreograph, our data
company, leverages
proprietary, licensed,
public and client data;
Satalia, our advanced AI
technology company,
acts as a hub of AI expertise
for all WPP agencies; and
our strategic partnerships
provide access to cutting-
edge technologies
Page 18
OUR OFFER
Thanks to our simpler
structure, we have a
stronger, more integrated
offer across our creative,
production, commerce,
media, PR and specialist
capabilities
Page 28
HOW WE WORK
We leverage our global
scale to deliver efficiencies
across the organisation.
Our Global Delivery
Centres provide worldwide
capabilities from a central
hub, including cloud
modernisation and product
engineering, and we drive
efficiencies in our back office
functions by optimising
finance shared services
and deploying modern
enterprise resource
platforms
Page 32
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13
WPP ANNUAL REPORT 2024
OUR BUSINESS MODEL
STRATEGIC REPORT
MARKET ENVIRONMENT
The ad industry surpassed, for the first
time, $1 trillion total revenue in 20241
In December GroupM produced its estimates of
global advertising revenue, forecasting growth of
9.5% in 2024, building on the 8.4% achieved in 2023
Digital
TV
Other
71%
of total ad spend 12.4%
growth in 2024
16%
of total ad spend 3.3%
growth in 2024
13%
of total ad spend 2.2%
growth in 2024
Digital advertising channels such as
search, retail media and social media
help advertisers better measure campaign
effectiveness, for example by linking
media impressions with product sales.
Pureplay digital advertising revenue2
surged 12.4% in 2024 to $740 billion.
Within this, search on platforms including
Google, Bing and Naver grew 7.8%; global
retail media (for example retailers using
their website to sell advertising space)
increased 18.2%; and other categories,
including social media and online video
platforms such as TikTok and YouTube,
grew 12.9%.
TV remains one of the most effective
forms of advertising, driving more than
half of total advertising payback in a UK
study.3 Global TV ad spend increased
3.3% in 2024, reversing the 1.1% decline
in 2023. Three-quarters of TV spend is on
linear channels (for example ITV in the UK)
and the rest is on streaming services such
as Netflix. Linear TV declined 1% in 2024,
partly driven by audiences continuing to
switch to streaming services, which
grew 20%.
In the ‘other’ category, outdoor
advertising continued to maintain its share
of the global advertising industry at around
5% in the face of tough competition from
digital channels. Global audio revenue
(terrestrial radio, streaming music and
podcasts) remained broadly stable
year-on-year. Global total print advertising
revenue declined 4.5% as traditional print
magazine publishers continued to face
subscriber declines. Cinema advertising
grew 5.2% in 2024, to $2.2 billion.
Countries
During 2024 the industry saw continued growth in its major ad markets. The US, the
largest market, grew by 9%, driven by digital channels such as retail media and search.
China, the second-largest market, grew by 14%, led by digital channels linked to sales
conversions. Growth in the UK, the third-biggest market, remained strong at 8.3%,
driven by digital advertising channels including search, retail media and other digital
media. In the other major markets, Brazil, Canada, France and India achieved double-
digit growth, while Australia, Germany and Japan delivered more modest growth,
reflecting macroeconomic pressures.
1 GroupM, This Year Next Year: 2024 Global End of Year Forecast. All figures exclude US political advertising
2 Pureplay digital excludes the digital extensions of traditional advertising, such as streaming TV, digital out-of-home and digital newspaper and magazine revenue
3 A study by GroupM, Ebiquity and Gain Theory analysed 141 brands covering $2.3 billion of media spend
2024 GLOBAL MEDIA MARKET SHARE
BY COUNTRY
2024 GLOBAL MEDIA MARKET SHARE
BY COUNTRY
US 37%
China 19%
UK 5%
Japan 5%
Germany 4%
France 3%
Brazil 2%
India 2%
Canada 2%
Australia 2%
Others 19%
14
WPP ANNUAL REPORT 2024
STRATEGIC REPORT
ADVERTISING TRENDS
COMMENTARY
Growing importance of
digital advertising
Pureplay digital advertising is expected to
further consolidate its leading position and
grow to 77% of total advertising by 2029,
from 71% in 2024
77%
share of digital in ad spend by 2029
(2024: 71%)1
Navigating increasing
complexity
Marketers are reliant on the largest tech and
media platforms to reach their audiences
and communicate with consumers.
Navigating technical requirements, data
compliance regulation, and the pace of
AI innovation and globalisation on these
platforms adds to complexity for brands
61%
of global shoppers want seamless
communication across sales
channels, with their journey
and data following them
(2023: 56%)2
Balancing short-term
performance with
long-term brand building
The ease of basic performance (eg sales-
driven) marketing on large digital platforms,
alongside AI automation, makes distinctive
brand building more crucial than ever and
reaffirms brand differentiation as a source
of competitive advantage
63%
of consumers want to get from
inspiration to purchase as quickly
as possible2
Building trust and
authenticity
"Brands need to consider the potential impact
of AI on their brand reputation and consumer
relationships, with a thoughtful and measured
approach to adoption." Stephan Pretorius,
Chief Technology Officer, WPP³
78%
of consumers want brands to be fully
transparent when they use AI4
Harnessing AI
AI is a multiplier of technology and creativity,
and brands that lean towards more AI are
likely to be best positioned over the long
term to capitalise on its effects
Clients using WPP Open, our AI-powered
operating system, include:
1 GroupM, This Year Next Year: 2024 Global End of Year Forecast
2 VML, The Future Shopper Report, 2024
3 wpp.com: The Brand AI Opportunity: Building Trust in the Age of Intelligent Marketing
4 wpp.com: Are Marketers Prepared for the Oncoming World of AI Regulation?
Our clients face an increasingly
complex marketing environment.
Digital advertising is consolidating
around a relatively small number
of global platforms, and while
technological advances are making
marketing more efficient (through AI
THE ADVERTISING INDUSTRY
IS HURTLING THROUGH
A RAPID EVOLUTION
BROUGHT ON BY THE
PERVASIVE USE OF AI
AND AN ONGOING SHIFT
TO DIGITAL CHANNELS”
Kate Scott Dawkins
President, Business Intelligence, GroupM
tools and automation), they are also
making it harder (through complexity
and the need for differentiation).
These challenges emphasise the
importance of marketing, and are
expected to remain a positive driver
of industry growth.
GLOBAL AD MARKET GROWTH FORECAST1
(%)
GLOBAL AD MARKET GROWTH FORECAST1
(%)
2025
2026
2027
2028
2029
2024
2024
9.5
9.5
7.7
6.3
6.0
6.3
5.9
15
WPP ANNUAL REPORT 2024
MARKET ENVIRONMENT
STRATEGIC REPORT
STRATEGIC GOALS
Lead through
AI, data and
technology
Capitalise on our AI leadership
position, built on: the acquisition of
Satalia in 2021; organic investment in
AI, client-facing technology and data;
and deep strategic technology
partnerships
Accelerate growth
through the power
of creative
transformation
Expand our client relationships by
further leveraging WPP’s integrated
offer in creative, production,
commerce, media, PR and specialist
communications, and capabilities in
fast-growth areas such as influencer
marketing and retail media, to
capture share in a growing market
Build world-class,
market-leading
brands
Realise the opportunities from VML,
as the world’s largest integrated
creative agency, and GroupM, as a
global leader in media investment, and
establish Burson as a leading global
strategic communications agency
Execute efficiently
to drive strong
financial returns
Deliver annual structural net cost
savings of around £125 million by 2025
from the mergers to create VML and
Burson, and from the simplification
of GroupM. Plus circa £175 million of
gross savings, over the medium-term,
from efficiency savings in back office
functions and more efficient delivery
of services to clients
Underpinned by a
disciplined approach
to capital allocation
Continued organic investment,
a progressive dividend policy and
a disciplined approach to M&A,
supported by a strong balance sheet
and an investment grade credit rating
OUR STRATEGY
Innovating to Lead: delivering accelerated
growth over the medium-term
Our strategy aims to capture the
opportunities offered by AI, maximise
the potential of creative transformation
and deliver faster growth, higher margins
and improved cash generation.
16
STRATEGIC REPORT
WPP ANNUAL REPORT 2024
STRATEGIC PROGRESS
FIND OUT MORE
INVESTMENT IN AI AND WPP OPEN
– WPP Open monthly active users rose to 33,000 in 2024,
as it became embedded in our daily workflows
– WPP Open helped us win a number of 2024’s biggest
account reviews, including Amazon and Unilever,
and was critical to our success in many others
– In 2025, we aim to increase our annual investment
in WPP Open from £250 million to £300 million to keep
it at the forefront of AI and further deploy it across the
business and our clients
See page 18
SUCCESS AT CANNES LIONS
– At the 2024 Cannes Lions International Festival of Creativity,
WPP was named Creative Company of the Year, Ogilvy
was Network of the Year and GroupM was the leading
media group
– Our clients The Coca-Cola Company and Unilever were
Brand and Marketer of the Year respectively
– In 2025, we will continue to drive transformation
for our clients, with an increasingly integrated offer
across creative, production, commerce and media
See page 24
NEW CLIENT ASSIGNMENTS
– VML played a key role in client assignment wins and
retentions including AstraZeneca, Colgate-Palmolive
and the US Marine Corps
– At GroupM, new leadership and a simpler go-to-market
approach helped secure new assignments including
Amazon, Johnson & Johnson, Kimberly-Clark, Nestlé
and Unilever
– Burson delivered new client assignment wins with
eBay, Google, Levi’s and Novo Nordisk
– In 2025 we aim to strengthen our offer in: our largest
market, the US; our biggest business, GroupM;
and one of our fastest growth areas, commerce
See page 30
£85m
of structural cost savings delivered
in 2024, ahead of plan
– £85 million of cost savings in 2024 relating to the mergers
to create VML and Burson, and the simplification of GroupM
– Back office savings across enterprise IT, finance,
procurement and real estate by driving further automation
and efficiencies in the work we do
– Seven new modern, cost-efficient campuses opened in
2024, taking the total to 47
– In 2025, we aim to increase our operational efficiency
and optimise our investment allocation
See page 32
39.4p
dividend per share
(2023: 39.4p)
– Continued to invest in developing our talent
and augmenting their marketing skills with
AI-driven technology
– Dividend per share of 39.4p, stable on 2023
– Sold FGS Global, realising significant value
creation, with proceeds used to reduce debt
and strengthen our balance sheet
See page 63
17
WPP ANNUAL REPORT 2024
OUR STRATEGY
STRATEGIC REPORT
LEAD THROUGH AI, DATA
AND TECHNOLOGY
The pillars of our AI, data and technology strategy
Underpinning everything is a robust data
infrastructure driven by proprietary AI models
we call Brains™, developed through our
in-house expertise and strategic partnerships.
For example, Canvas, a new user interface
within WPP Open's Creative Studio, is
empowering teams to leverage data insights
and WPP's knowledge to generate effective
campaign ideas. This includes strategies to
overcome audience barriers identified by
our Audience Brain™, which can then be
instantly visualised for clients as storyboards
and finished work.
We are seeing growing adoption of WPP
Open by clients, with brands using the
platform including Google, IBM, L'Oréal,
LVMH, Nestlé and The Coca-Cola Company.
In particular, clients are seeing significant
value in using WPP Open to streamline how
they work with WPP, using the workflow
elements to standardise processes.
AI is already driving a new era of creativity,
commerce, marketing and media, as brands
increasingly recognise its ability to unlock
creative possibilities, anticipate consumer
needs and tastes with remarkable accuracy,
and deliver impactful experiences at scale
and speed.
We believe that AI will be the single most
transformational innovation in our industry
since the internet. That's why AI tools are
already seamlessly integrated into our daily
workflow, constantly prompting us to think
differently and engage with information in
new ways.
Our AI, data and technology strategy
focuses on five key pillars: operating system
(WPP Open), skills development, data,
partnerships and investment. Together these
are driving rapid change across WPP and our
clients' businesses.
We believe that AI will augment not replace
human creativity, and this principle is
brought to life in WPP Open, our intelligent
marketing operating system. Built on WPP IP
and owned technology, and strengthened
by strategic partnerships with leading
technology firms, WPP Open helps us elevate
brand experiences, push the boundaries of
creativity and drive measurable growth for
our clients. It helps clients manage marketing
activities across countries, product lines and
people, while empowering client teams to
deliver better work, drive more efficient
operations and scale ways of working.
We've built specialised AI-powered studios
within WPP Open, each managed by experts
across various disciplines. These studios
power collaborative workspaces that mirror
real-world marketing workflows, enabling
teams to work smarter and faster.
INVESTMENT
£250m
in AI, data and
technology in 2024
OPERATING
SYSTEM
DATA
SKILLS
"WE ARE PUTTING
AI AT THE HEART OF OUR
OPERATIONS AND OUR
WORK FOR CLIENTS"
Mark Read
WPP CEO
VISION
We offer a leading combination of deep
capabilities and partnerships with the world's
most influential tech companies
PARTNERSHIPS
18
WPP ANNUAL REPORT 2024
STRATEGIC REPORT OUR STRATEGY
SKILLS DEVELOPMENT
We dedicate considerable time and resources
to providing our people – including emerging
talent – with the skills they need to excel in AI.
In 2021 we acquired Satalia, an advanced
AI technology company that acts as a hub
of AI expertise for all WPP agencies. Satalia
allows us to build and train sophisticated
AI models for our clients, helping them
understand their marketing audiences better,
elevate creative ideas, produce content at
scale, and optimise it across channels.
Our on-demand, online training platform
Future Readiness Academies expanded in
2024 to include modules such as advanced
AI training, focused on building essential
skills in prompt engineering and practical
AI applications. To date, more than 30,000
learners have completed over 108,000 Future
Readiness Academy lessons.
Throughout 2024, our people earned more
than 21,000 accreditations and certifications
(2023: 34,000+) from leading technology
partners including Adobe, Google, Meta,
Microsoft and TikTok, helping to equip them
with future-ready skills.
DATA
WPP’s data company, Choreograph, handles
billions of data points across proprietary
WPP data assets, data licensed from third
parties, public data and client data. We
believe that our clients own their consumer,
content and campaign data. Our role is to
connect this client data with our own and
public data to create new knowledge about
consumers and to deliver new solutions.
We have well-established and robust
governance in place for data privacy, and
Choreograph was specifically designed to
help clients get more out of their data while
taking an ethical approach.
WPP Open's Media Studio provides an
end-to-end workflow solution accessing
GroupM’s scale and Choreograph’s global
data and technology. Media Studio enables
intelligent activation across more than
73 markets, creating the most connectivity
between owned, partner and client datasets
in the media marketplace. We are able to
further contextualise and enrich that data
graph with data we generate from planning,
optimisation and campaigns across GroupM.
In 2024 Media Studio continued its roll-out
to clients and was central to our successful
pitch at Amazon.
Watch the video to learn
more about WPP Open
IT'S WHAT'S INSIDE
– THE GAME
CLIENT:
NETFLIX
AGENCY:
AKQA
Bringing a sci-fi body-swapping
machine into the real world
Scan the
QR code
19
WPP ANNUAL REPORT 2024
LEAD THROUGH AI, DATA AND TECHNOLOGY
OUR STRATEGY STRATEGIC REPORT
EMPOWERING CLIENTS THROUGH AI
We continue to lead the way in demonstrating the power of AI technology to build
more relevant and personalised experiences for our clients and their customers.
LEAD THROUGH AI, DATA AND TECHNOLOGY CONTINUED
STRATEGIC PARTNERSHIPS
WPP's strategic partnerships remain a
cornerstone of our AI strategy, providing
preferential access to new models and
technologies. In 2024 we reviewed our
partnership programme, expanding the
scope of some existing partnerships,
adding a number of new relationships
and exiting others, to help us deliver our
strategic priorities of product development,
preferential access to data and technology,
skills development and joint go-to-market
approaches. We now have strategic
partnerships with over 25 of the world's
leading technology companies, helping us
enrich WPP Open with powerful capabilities
to benefit both our teams and clients.
AI INNOVATION WITH GOOGLE
AND ANTHROPIC
In 2024 we received access to partner AI
models that we have integrated into WPP
Open to power solutions and transform
workflows. We integrated Anthropic's
Claude foundational models via Amazon
Bedrock, as well as Google's generative
AI suite, including priority access to Google’s
latest text-to-image model, Imagen 3,
and first text-to-video model, Veo.
3D PRODUCTION WITH NVIDIA
We unveiled the next phase of our partnership
with NVIDIA: using new NVIDIA NIM
microservices and Shutterstock’s 3D asset
library to create brand-compliant generative
3D landscapes and worlds. The Coca-Cola
Company will be one of the first clients to
begin scaling the opportunities of generative
3D globally. We have also been working with
Ford to build physically accurate, real-time
digital twins of its vehicles to create car
configurators that customers can explore
and adapt according to their needs.
IMMERSIVE PLATFORM ABILITIES
WITH ROBLOX
A new partnership with Roblox will focus
on establishing industry standards for
immersive platforms. This includes the
development of a joint advisory council
to build 3D measurement standards and
a first-of-its-kind certification programme,
designed to enhance marketers' expertise
within the Roblox ecosystem.
THE YEAR AHEAD:
DANIEL HULME, WPP
CHIEF AI OFFICER AND
CEO OF SATALIA
AI's dominance of the technology
landscape will only intensify in 2025.
This isn't simply a prediction; it's the
inevitable consequence of a technology
rapidly weaving itself into the fabric
of our lives, from personalised
recommendations to groundbreaking
scientific discoveries. But the true
measure of AI's success won't be in
headlines or viral sensations, it will be
in its quiet integration into the everyday
operations of businesses worldwide.
True value emerges when AI becomes
seamlessly embedded within core
business processes at scale. This
requires more than just deploying
algorithms; it demands a strategic
overhaul of data infrastructure, a
commitment to upskilling talent and a
cultural shift towards experimentation
and agile adaptation.
Imagine AI agents autonomously
shifting budget from underperforming
ads on one social platform to a surging
campaign on another channel, boosting
conversions. Picture AI autonomously
generating personalised running shoe
ads after a user visits a marathon
website. This isn't science fiction;
it's the near-future reality we're
actively building.
The future of AI is brimming with
potential, but its ultimate success
hinges on our collective ability to shape
its trajectory responsibly, ensuring its
transformative power benefits business
and society.
Extract from an article first published
in Campaign magazine.
COKE SOUNDZ
CLIENT:
THE COCA-COLA COMPANY
AGENCY:
WPP OPEN X, LED BY AKQA
Uplifting the world through Coca-Cola’s
AI-powered sounds
BOURNVITA D FOR DREAMS
CLIENT:
BOURNVITA (MONDELĒZ)
AGENCY:
OGILVY & WAVEMAKER (GROUPM)
Personalised AI cricket training for
children from legend Rahul Dravid
20
WPP ANNUAL REPORT 2024
STRATEGIC REPORT OUR STRATEGY
MUSIC AND ENTERTAINMENT CULTURE
WITH UNIVERSAL MUSIC GROUP
An industry-first partnership with Universal
Music Group will bring together Universal’s
unparalleled family of artists and labels, and
its global data and insights team, with WPP’s
creative scale and extensive client network,
to provide brands with new opportunities
to connect with audiences through music.
INVESTMENT
We believe that AI is fundamentally changing
our industry and the way we work, which is
why we invested £250 million in AI-driven
technology in 2024, and are increasing our
investment to £300 million in 2025. In 2024
we continued to invest in WPP Open,
developing new functionality and integrating
new AI models. As a result, we are seeing
growing adoption and usage across WPP
and by our clients.
In April 2024 we launched our upgraded
Performance Brain™ at Google Cloud Next,
allowing us to predict creative effectiveness
before the first media impression is served,
and allowing clients to improve the ROI on
their media and creative investments.
We also launched a new iOS and Android
companion app for WPP Open, providing
mobile access to key functionalities for all
our teams. And within Creative Studio we
launched Canvas, a new natural language
user interface, which provides an intuitive
platform for a variety of use cases, linking
AI-powered ideation to creative workflow.
In June we launched Production Studio
within WPP Open, an AI-enabled, end-to-end
production application developed using
NVIDIA Omniverse™, which streamlines and
automates the creation of text, images and
video, transforming multimedia content
creation for advertisers and marketers.
TOP ADOBE SERVICES
PROVIDER
The Forrester Wave™ Adobe Services
Q3 report listed WPP among the most
significant Adobe service providers
in the market, with the highest scores
possible in the Adobe Commerce,
Adobe B2B Automation and Adobe
Customer Data Management criteria.
AI ETHICS
We recognise that the fast pace of AI
innovation brings with it ethical challenges,
which is why we are dedicated to employing
systems that align with fundamental
principles in the responsible development
and use of AI.
We fully support the need for industry
regulation that fosters responsible innovation
while mitigating potential risks, ensuring
that across the board, AI remains a force
for good. For more on our approach to
AI ethics, see page 57.
Priorities in 2025
Increase our annual investment
in WPP Open from £250 million
to £300 million to keep it at the
forefront of AI and further deploy it
across the business and our clients
PRODUCTION STUDIO
In June we launched
Production Studio within
WPP Open, transforming
the work we do for clients
by generating market-ready
quality assets at incredible
pace and scale.
Co-developed with Hogarth,
NVIDIA Omniverse™ and
OpenUSD, the dynamic
AI-powered system
streamlines and automates
the creation of text, images
and video. Using 3D digital
product twins, teams can
deliver hyper-realistic and
accurate content at
unprecedented volumes.
Content can be translated
into any language, tailored to
every audience and adapted
in real time with intelligent,
data-driven insights.
AI image generated by Production Studio
21
WPP ANNUAL REPORT 2024
LEAD THROUGH AI, DATA AND TECHNOLOGY
OUR STRATEGY STRATEGIC REPORT
WPP OPEN
IN ACTION
Our intelligent marketing
operating system,
powered by AI
The what:
flexible, customisable AI
marketing system tailored
to individual client goals
WPP Open enables the biggest global
brands to transform their processes,
drive efficiencies and accelerate
business growth through their
marketing activities
The how:
a centralised workspace
for marketing operations
WPP Open integrates teams, tasks
and information all in one place.
It offers clarity for team members
on expectations and deadlines, while
providing management with a clear
status overview. Its customisable
command centre view puts marketing,
KPIs and goals front and centre. WPP
Open provides real-time data and
strategic insights across every aspect
of marketing
22
WPP ANNUAL REPORT 2024
STRATEGIC REPORT OUR STRATEGY
The outcome:
engaging, interactive
consumer experiences
CAMPAIGN:
SNICKERS OWN GOAL NO-NOs
CLIENT:
MARS
AGENCY:
T&P m & ESSENCEMEDIACOM (GROUPM)
Powered by WPP's AI capability, harnessing
technology from ElevenLabs, Sync Labs and OpenAI,
Mars' Snickers Own Goal No-Nos uses a personalised
AI José Mourinho to humorously coach fans out of their
‘own goals’. By generating custom video responses for
fans' mistakes, the campaign leverages AI to create
unique, shareable content and engage fans in a new,
interactive way
Watch the video to learn
more about WPP Open
The difference:
seamlessly integrating third-party
technologies and data
WPP Open is the only truly open industry solution.
A secure sandbox equipped with the latest generative
AI technologies such as Anthropic’s Claude, Google
Gemini, Microsoft Azure OpenAI Services (including
models like ChatGPT and DALL-E), Stable Diffusion
and more, WPP Open speeds up tasks and delivers
proprietary, advanced and specialised AI models.
We're constantly adding new large language, image
and video models to give our people and clients the
ability to choose the best model for the task at hand
WPP OPEN IN ACTION
23
WPP ANNUAL REPORT 2024
OUR STRATEGY STRATEGIC REPORT
ACCELERATE GROWTH THROUGH THE
POWER OF CREATIVE TRANSFORMATION
just advertising but in our media plans,
social campaigns, design work and public
relations advice, we help the world's largest
companies change how they market in a
fast-moving world and, ultimately, transform
their business.
BESPOKE CLIENT SERVICES
Our ability to deliver creative transformation
for our clients is based on a deep
understanding of their needs, and how
effectively we match our capabilities with
those needs.
At WPP, we combine leading creativity
with our global reach and scale, seamlessly
integrated approach and cutting-edge AI,
technology and data capabilities. The result
is creative transformation.
Creative transformation helps our clients
manage complexity. It helps them understand
influencers and capitalise on platforms
such as TikTok, deal with the proliferation
of new advertising opportunities on channels
such as Amazon and Netflix, and navigate the
polarisation we see in society. By applying
creativity to every area of our work, not
As clients transform their organisations,
embracing technology (especially AI)
and redefining operating models to help
generate sustained growth, they are looking
to WPP to help drive integration across
their marketing supply chains through our
bespoke solutions, world-class capabilities
and industry-leading technology.
Our top 50 clients are supported by our
Global Client Teams, each fronted by a
Global Client Leader focused solely on
client growth, the quality of work and
talent of the team.
THANKS FOR
COKE-CREATING
CLIENT:
THE COCA-COLA COMPANY
AGENCY:
WPP OPEN X, LED BY VML
Embracing local culture
and creativity through
iconic branding
CREATIVE TRANSFORMATION IN ACTION
WENDY’S
Over the past 12 years, we have helped take Wendy’s from
an old-fashioned fast food brand to the number two burger
restaurant chain in America. By creatively positioning
Wendy's as an innovative social-first brand, particularly
in the gaming community, we helped Wendy's achieve
its 14th consecutive year of positive sales growth in 2024.
MONDELĒZ
We started our creative transformation journey with Mondelēz
in 2019, with a focus on exceptional creativity and intelligence.
Key to our approach is meaningfully targeting the right person
at the right time through a powerful cross-section of data,
AI, tech and intelligent media placement through GroupM.
It’s a formula that helped Mondelēz move from the 19th most-
awarded creative brand in the world in 2022 to 9th in 2024.
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We use our skills, capabilities and integrated offer
to help our clients grow in a complex world
Most awarded campaign in
The Coca-Cola Company’s
history at Cannes Lions 2024
24
WPP ANNUAL REPORT 2024
STRATEGIC REPORT OUR STRATEGY
we are supporting Amazon in 26 markets
throughout Europe, the Middle East, Africa
and Asia-Pacific, helping to drive higher
consistency across Amazon’s media and
marketing globally.
WPP OPEN X FOR THE COCA-COLA
COMPANY
In 2021, WPP and The Coca-Cola Company
entered into a first-of-its-kind global agency
partnership bringing together creative,
media, social, PR, influencer marketing,
commerce, data and technology in one
interconnected marketing ecosystem, WPP
Open X. This innovative open-source model
unlocks access to the best talent, capabilities
and resources across WPP, helping The
Coca-Cola Company transform its marketing
and acting as a catalyst for growth.
In 2024, WPP Open X won a Cannes Lions
Grand Prix for The Coca-Cola Company's
Recycle Me, and Thank You for Coke-Creating
became the most awarded campaign in
The Coca-Cola Company’s history.
WPP OPENMIND FOR NESTLÉ
Nestlé announced WPP as its sole European
media agency in 2023, adding further global
markets in 2024. WPP OpenMind is a
custom-built agency model, harnessing
the best of WPP talent to deliver media
transformation for Nestlé. WPP OpenMind
brings together Nestlé's digital-first talent
with a focus on advanced data and analytics,
connected by a unified media process to
support its growth across markets.
Each team is custom-built around meeting
a client’s specific needs and challenges,
combining the right people, data, tools and
capabilities from across WPP, underpinned
by WPP Open, to accelerate growth. Our
Country Leaders, who cover the majority of
our larger markets, coordinate client services
geographically. For our multinational clients,
Country Leaders work with both Global
Client Leaders and local agencies to provide
services across WPP.
WPP Open brings together all WPP’s service
offerings, technology and data in one
integrated, end-to-end workflow for all our
clients' marketing activities. Many of our
biggest client wins have been due to the
advanced capabilities WPP Open offers,
with a range of top clients already on the
journey to using WPP Open at scale.
Read more about WPP Open on page 18
CUSTOM-MADE SOLUTIONS
We deliver services for our biggest clients
through integrated, custom-made solutions
that pull together cross-agency talent,
markets and capabilities into a single,
dedicated team.
WPP OPENDOOR FOR AMAZON
WPP was appointed Amazon’s media partner
in all markets globally outside the Americas
in September 2024. This significant win was
made possible by a cross-WPP offering built
specifically for Amazon: WPP OpenDoor.
Through a dedicated WPP OpenDoor team,
WPP OPEN PLAYED AN
IMPORTANT ROLE IN OUR
DECISION TO APPOINT
WPP AS OUR PARTNER
TO TRANSFORM THE WAY
WE DO MEDIA IN EUROPE.
IT ALLOWS US TO SCALE
A NEW OPERATING MODEL
AND BEST PRACTICE IN
A CONSISTENT WAY,
LEADING TO BETTER
INVESTMENT DECISIONS
AND BETTER RESULTS”
Aude Gandon
CMO, Nestlé
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CLIENT GROWTH
In 2024, revenue less pass-through costs for
our top ten clients grew by 2.8%, exceeding
the Group average of -1.0%. This growth
was driven by an expansion in scope for
many top clients across our core capabilities,
particularly media, as clients push for
consolidation and integration throughout
their marketing value chains. Our top ten
clients represent 20% of our revenue less
pass-through costs.
MICHAEL CERAVE
CLIENT:
CERAVE (L'ORÉAL)
AGENCY:
WPP ONEFLUENCE,
LED BY OGILVY PR
Is actor Michael Cera
really the brains behind
CeraVe skincare?
25
WPP ANNUAL REPORT 2024
OUR STRATEGY STRATEGIC REPORT
ACCELERATE GROWTH THROUGH THE POWER OF CREATIVE TRANSFORMATION
IBM AND OGILVY
IBM and Ogilvy celebrated 30 years
of partnership in 2024. The relationship
shocked the industry when IBM
announced it was consolidating its
entire advertising account with Ogilvy
in 1994, by far the largest consolidation
of its kind at the time.
Since then, Ogilvy has produced iconic
campaigns for IBM including Solutions
for a Small Planet, Think and Let’s
Create. IBM made history in 2022,
becoming the first B2B brand to
be inducted into the Advertising
Hall of Fame.
ACCELERATE GROWTH THROUGH THE POWER
OF CREATIVE TRANSFORMATION CONTINUED
DELIVERING FOR OUR CLIENTS
Our strong integrated offer has driven
significant results both for our clients,
through industry recognition and business
growth, and for us, through enduring client
relationships, high client satisfaction scores
and new client wins and retentions.
INDUSTRY RECOGNITION FOR CLIENTS
We are always extremely proud when our
clients are recognised for creative excellence.
In June 2024, the Cannes Lions International
Festival of Creativity named Unilever
Creative Marketer of the Year, thanks in
part to work from WPP agencies on its
brands. And The Coca-Cola Company won
Creative Brand of the Year for Coca-Cola
for the first time in its history.
DEEP CLIENT RELATIONSHIPS
The strength of our offer is recognised by
the biggest brands in the world – we work
with four of the top five most valuable
companies (Microsoft, Apple, Google and
Amazon), while partnering with the fifth
(NVIDIA) on the development of their
content engine, NVIDIA Omniverse™.
Our integrated offer continues to drive
new partnerships with our biggest clients.
For Nestlé, for example, we deliver
comprehensive solutions encompassing
media, creative, brand strategy, production,
design and other specialised services.
Our relationship with Nestlé achieved
strong growth over 2024 through successful
pitching cycles, leading to incremental
media wins from our bespoke integrated
model for Nestlé, WPP OpenMind, across
the US, Southeast Asia, Australia and
New Zealand.
CLIENT SATISFACTION
In 2024 we achieved an all-time high score
of 8.1 out of 10 for likelihood to recommend
from clients. In addition, our client net
promoter score (NPS) grew by almost four
points to 31.4, with clients indicating that they
view us positively for building strong client
relationships, fuelling growth and mitigating
risk. The graph below shows the positive
change in NPS over a seven-year period.
Watch IBM and Ogilvy
celebrate 30 years of
innovative collaboration
IMPROVEMENT IN CLIENT NPS
IMPROVEMENT IN CLIENT NPS
2023
2024
2024
27.5
31.4
31.4
24.5
24.9
22.4
1.3
7.0
2020
2018
2019
2021
2022
CANNES LIONS 2024
160 Cannes Lions won:
1 Titanium
6 Grand Prix
27 Gold
43 Silver
83 Bronze
SUPER BOWL LIX
The Super Bowl has become
a powerful stage for brands,
where they can engage
millions of people in real time.
At the 2025 Super Bowl,
GroupM oversaw 20 national
media ad spots, while our
creative agencies were
behind campaigns that
included shedding light on
girls dropping out of sport
due to harmful body talk
for Dove, offering viewers a
‘potty-tunity’ before half-time
courtesy of Angel Soft toilet
paper, and revisiting the
iconic Katz's Deli sandwich
moment in When Harry Met
Sally for Hellmann’s.
26
WPP ANNUAL REPORT 2024
STRATEGIC REPORT OUR STRATEGY
Unilever, one of the world’s greatest
marketers, has had a relationship with
our agencies for more than a century –
J Walter Thompson ran the first national
campaign for Pond’s in 1886. In 2024,
following a competitive review of Unilever’s
media agency partners, we retained the
critical US and UK markets and won 13 new
markets in sub-Saharan Africa. As with many
recent client wins, WPP Open was key to
this success.
Such deep relationships help us push
creative boundaries and transform the way
we work with clients. For example, we have
been working with Ford since 1945. Instead
of a traditional media campaign to launch
the new all-electric European Ford Explorer
in summer 2024, Ford sent adventurer
influencer Lexie Alford to drive over
30,000km through 27 countries and across
six continents. She successfully set a new
world record as the first person to officially
circumnavigate the globe in an electric
vehicle, leading to over 1,800 items of press
coverage in 69 countries and strong Explorer
sales within the first week of launch.
BLACKPINK IN
YOUR OREO
CLIENT:
OREO (MONDELĒZ)
AGENCY:
WAVEMAKER (GROUPM)
Bringing together the world's #1
cookie with the world's #1 girl band
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CHARGE AROUND
THE GLOBE
CLIENT:
FORD
AGENCY:
BURSON
Global media relations
campaign for the all-electric
Ford Explorer and a record-
breaking challenge
Priorities in 2025
Drive transformation for our clients,
with an increasingly integrated
offer across creative, production,
commerce and media
27
WPP ANNUAL REPORT 2024
OUR STRATEGY STRATEGIC REPORT
ACCELERATE GROWTH THROUGH THE POWER OF CREATIVE TRANSFORMATION
BUILD WORLD-CLASS BRANDS
We've created a simpler WPP, focused
on six major agency network brands
Over the past six years we’ve transformed
WPP into a simpler company, focused on
six leading agency network brands. These
networks now collectively provide a modern,
stronger and more integrated offer for
clients, based on streamlined, simplified
and effective ways of working.
THE WORLD’S LARGEST
CREATIVE AGENCY
PROGRESS IN 2024
Created from the merger of VMLY&R
and Wunderman Thompson in January
57 Cannes Lions, including one
Grand Prix
Recognised by Forrester as a Strong
Performer in Customer Experience
Strategy Consulting Services
Gerety Awards - Global Network
of the Year
Global Chief Creative Officer,
Debbi Vandeven, named the World's
Most Awarded Chief Creative Officer
by The Drum magazine
AN ICONIC GLOBAL
CREATIVE AGENCY
PROGRESS IN 2024
Acquired New Commercial Arts,
a leading UK-based creative and
customer experience agency
Cannes Lions – Global Network
of the Year
Ranked by The World Advertising
Research Center (WARC) as the World’s
Most Creative Agency Network for the
fourth year in a row, and Most Effective
Agency Network in the World for the
second consecutive year
Ad Age – Global Agency Network
of the Year
Campaign – Global Network
of the Year
Clio Awards – Global Network
of the Year
AN AWARD-WINNING IDEAS
AND INNOVATION AGENCY
PROGRESS IN 2024
Announced new global structure and
simpler operating model, leveraging
WPP Open to strengthen the business
Stephan Pretorius, CTO of WPP,
appointed interim Chair
22 Cannes Lions, including one
Grand Prix
Winner of the 2024 Fast Company
World Changing Ideas Award
Recognised in 11 different Most Loved
Workplace lists
STRATEGIC REPORT OUR STRATEGY
WPP ANNUAL REPORT 2024
28
THE WORLD’S LARGEST
PRODUCTION AGENCY
PROGRESS IN 2024
Launched Production Studio within
WPP Open, an AI-enabled, end-to-end
production application developed
using NVIDIA Omniverse™, to transform
content creation for advertisers
and marketers
See page 21
30 Cannes Lions, including
one Grand Prix
14 D&AD awards
10 Effie awards
A GLOBAL LEADER IN
MEDIA INVESTMENT
PROGRESS IN 2024
Brian Lesser appointed Global CEO in
July - a leading industry figure with a
track record of creating addressable
advertising products and technology
Launched Media Studio, a key
component of WPP Open, enabling
the automation of complex media
decisions for clients
Ranked as the industry’s leading
media group with 90 Lions at the
Cannes Lions Festival
Topped the WARC media rankings
for the seventh year in a row
A TOP 2 GLOBAL
PR FIRM
PROGRESS IN 2024
Created from the merger of BCW and
Hill & Knowlton in June
Refreshed the global senior leadership
team across key regions and functions
Launched a new AI tool, Decipher
Health, part of WPP Open, to predict
the impact of health communications
across six key areas
Buchanan Communications joined
Burson to strengthen its financial
communications offer
Brian Lesser
Global CEO
GroupM
OUR STRATEGY STRATEGIC REPORT
BUILD WORLD-CLASS BRANDS
29
WPP ANNUAL REPORT 2024
BUILD WORLD-CLASS BRANDS CONTINUED
Our agency brands deliver market-leading
solutions for their clients
assignment wins including AstraZeneca,
Colgate-Palmolive, Perrigo, Krispy Kreme
and Telefónica. VML also retained the
hugely significant ten-year US Marine Corps
recruitment brief. VML’s strong capabilities
in commerce were also a factor in media
wins at Amazon and Unilever.
Ogilvy, our multi-award-winning creative
agency, had another strong year of new
client assignments, including Canon, H&R
Block, Molson Coors and Kimberly-Clark.
Meanwhile AKQA continued to receive
widespread global recognition for creative
excellence and breakthrough work, achieving
the distinction of winning Agency of the
Year awards 83 times since it began.
Having experienced a number of client
assignment losses, including from Sky, L’Oréal,
Swatch and Dyson, GroupM began to regain
its momentum following the appointment
of new leadership, the implementation of
a simpler structure and the introduction of
Media Studio within WPP Open. We were
successful in two of the biggest media
pitches of the year – Amazon and Unilever.
Each of our major networks delivers
exceptional innovation and creativity,
driving new assignments from existing
and new clients to propel stronger and
more profitable growth, consistent with
our medium-term targets.
2024 marked the inaugural year of operation
for our two newly created agencies: Burson,
our global strategic communications agency
formed through the consolidation of BCW
and Hill & Knowlton; and VML, the world’s
largest integrated creative agency,
bringing together VMLY&R and Wunderman
Thompson. The completion of these mergers
has strategically aligned our brands for
continued progress, leveraging their
enhanced capabilities and global reach,
and attracting and retaining key talent.
NEW BUSINESS
After a challenging start to 2024 our new
business conversion improved over the
course of the year, leading to $4.5 billion of
net new business billings, unchanged from
2023. Over the course of 2024, the new
VML played a key role in high-profile client
We were appointed as Amazon’s media
partner in all markets globally outside the
Americas. Amazon will become a top five
WPP client, with opportunities for further
growth in other lines of business and
locations. And following a competitive
review of Unilever’s media agency partners,
we were proud to retain the critical US and
UK markets, adding the integrated shopper
marketing brief in the US.
Demonstrating the strength of our integrated
offer, Unilever additionally consolidated
creative and strategic duties for its global
beauty portfolio with WPP.
There were also important new media
assignments for Henkel, Honor, Johnson &
Johnson and Nestlé.
Burson continued to strengthen and broaden
its PR offer, delivering new client assignment
wins at eBay, Expedia, Google, Honor, Novo
Nordisk, Verizon and ViiV Healthcare.
MAYO CAT
CLIENT:
HELLMANN’S (UNILEVER)
AGENCY:
VML
The cat on a mission
to save human food
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30
WPP ANNUAL REPORT 2024
STRATEGIC REPORT OUR STRATEGY
KEY NEW CLIENT ASSIGNMENT WINS 2024
$4.5bn
net new business billings
(2023: $4.5bn)
Priorities in 2025
Strengthen our offer in: our largest
market, the US; our biggest
business, GroupM; and one of our
fastest growth areas, commerce
WPP Open – our AI-powered marketing operating system – was at
the heart of many of our largest new business successes in 2024,
as it supercharges our capabilities across creative, media, production,
commerce, PR and branding.
Media
Creative
Media
Creative
Media
Media
Creative
Commerce
Media/PR
Media
Media
PR
Media
PR
CRM
PR
Creative
Creative
Creative
Media
Media/Creative
Influencer Marketing
Creative
Media/Creative
31
WPP ANNUAL REPORT 2024
OUR STRATEGY STRATEGIC REPORT
BUILD WORLD-CLASS BRANDS
EXECUTE EFFICIENTLY TO DRIVE
STRONG FINANCIAL RETURNS
We are focusing on simplification,
integration and consolidation
STRUCTURAL SAVINGS
£85m
savings in 2024
The restructuring of our operations in 2024
delivered greater efficiencies and net savings
of £85 million, equivalent to 68% of the 2025
total annualised savings of £125 million
(ahead of the original plan of 40-50%).
By the end of the first half of the year the
integration of the new VML was broadly
complete. Cost savings were delivered from
realising cost synergies across global and
regional headquarters, finance and HR
simplification, leveraging global production
and tech hubs, and other areas including
real estate.
GroupM made good progress on structural
cost actions, now operating as one entity
in markets around the world. All finance
functions at EssenceMediacom, Wavemaker
and Mindshare have been integrated into
a single GroupM function in each market,
and all marketing and growth teams for those
agencies now sit under one GroupM team.
The new Burson agency launched in June.
Savings were delivered by combining
BCW and Hill & Knowlton’s back office
infrastructure in each market and streamlining
the front office, at the same time as scaling
and enhancing our global practices.
We remain on track to deliver further savings
from structural cost actions in 2025, taking
total annualised savings to £125 million.
~35%
of revenue less pass-through costs is
supported by strategic and regional
business platforms
Our financial priority is to deliver more
profitable growth by accelerating our
organic growth through scale and
innovation, while driving cost savings
through simplification and efficiency.
Over the last few years we have improved
our cost efficiency in a number of ways,
creating a simpler WPP and enhancing
the competitiveness of our offer to clients.
This includes tighter control of personal
costs, reducing the number of individual
brands within WPP, and closing small,
inefficient offices to replace them with
larger, more efficient campuses.
In January 2024 we set out plans to build
on this success, focused on two key areas:
1. Structural cost savings from the merger
of VMLY&R and Wunderman Thompson
to create VML, the merger of BCW
and Hill & Knowlton to form Burson,
and the simplification of GroupM
2. Efficiencies across both our back
office functions and front office
commercial delivery
By implementing these initiatives,
we believe that over the medium-term
our business can deliver 3%+ like-for-like
revenue less pass-through costs growth
(2024: -1.0%) and grow our headline
operating margin to between 16% and
17%, compared with 15% in 2024.
For further details see the
CFO statement on page 62
BACK OFFICE FUNCTIONS
62%
of server estate in the public cloud
We are making good progress in our
back office efficiency programme across
enterprise technology, finance, procurement
and real estate. This success is reflected
in our improved margins and cash conversion
in 2024.
In enterprise technology we continued
to deploy modern enterprise resource
platforms, providing better and more timely
commercial insights. We successfully rolled
out Maconomy in certain markets in EMEA
and South America during 2024, and will go
live with Workday across VML and Ogilvy
in the UK in the first half of 2025.
Across enterprise technology and finance
we continued to optimise our finance shared
service centres, offshoring more back office
processes and driving further automation and
efficiencies in the work we do. These actions
both reduce costs and improve service
delivery for clients.
Our enterprise technology modernisation
programme continued to deliver savings
as we optimised the team structure and
operating model. At the end of 2024, more
than 60% of workloads had moved to the
cloud, GroupM's cloud migration was fully
completed, and over 1,000 legacy servers
were decommissioned. We are also investing
in AI tools to be used across WPP, including
Microsoft Copilot, which will enable efficiency
improvements across back office functions
and further strengthen the capabilities and
benefits of WPP Open for our agencies.
Our category-led procurement model
continued to consolidate spend by
sub-category to drive further savings.
In real estate, our ongoing campus
programme and consolidation of leases
continued to deliver benefits. We opened
seven modern, cost- and energy-efficient
campuses in 2024: Chennai, Johannesburg,
London, Miami, Sydney, Vienna and
Washington. We now have 47 campuses,
accommodating 68,000 people.
INTEGRAL TO OUR
STRATEGY OVER THE
PAST YEAR HAS BEEN THE
IMPERATIVE TO EXECUTE
MORE EFFICIENTLY”
Joanne Wilson
Chief Financial Officer
32
WPP ANNUAL REPORT 2024
STRATEGIC REPORT OUR STRATEGY
FRONT OFFICE COMMERCIAL DELIVERY
~10,000
people based in Global Delivery Centres
We aim to deliver front office savings
through investment in better systems, data
sets and the application of AI, across three
main areas: better commercial insight and
management; scaling up our Global Delivery
Centres; and optimising resource utilisation.
In the first of these areas we are already
working more effectively with WPP Open
and AI - benefiting from faster ideation,
reduction in time spent on non-revenue-
generating tasks and significantly faster
deployment times.
Our Global Delivery Centres, underpinned
by WPP Open, support delivery of our
work to clients across customer experience,
technology, media, commerce, content
and production. Our goal is to scale these
up from around 10,000 people today by at
least 50% over the next three years. We are
prioritising moving up the value chain in
our production capabilities, scaling our
content capabilities and building on our
already strong technology and engineering
offshore talent.
Finally, we have continued to optimise our
resource utilisation, lowering non-billable
time and reducing the share of third-party
and freelance contractors.
OUR CAMPUSES
Our campuses bring many efficiency
benefits. They help drive down energy
costs through the replacement of older
buildings with modern, collaborative
workspaces, housing multiple agencies
under one roof. Every campus is
designed to be energy-efficient,
helping to cut ongoing and future
costs. And shared technological
capabilities and facilities allow us to
effectively streamline resources.
NEW IN 2024
WPP’s third London campus opened
in September, and is now the location
for London-based GroupM employees.
The new Chennai campus, opened
in November, is designed to initially
accommodate 330 people in phase
one, with an expansion to 650 people
by mid-2025.
TARGETS
By 2026 we aim to have:
75,000
of our people based in campuses
(2024: 68,000)
48
campuses globally
(2024: 47)
Priorities in 2025
Ensure our operations are efficient
and accountable and support
optimal investment allocation
Sydney
London
Washington
Johannesburg
Chennai
33
WPP ANNUAL REPORT 2024
EXECUTE EFFICIENTLY TO DRIVE STRONG FINANCIAL RETURNS
OUR STRATEGY STRATEGIC REPORT
STRATEGIC COST
ACTIONS AND TARGETS
Commercial delivery
2025 target
savings
c.£125m
annual
net savings
Medium-term
gross savings
opportunity
£75m+
Structural savings
DELIVERING GROWTH AND COST EFFICIENCIES
– Global and regional
HQ synergies
– Finance and HR simplification
– Leveraging global capabilities
– Production and technology hubs
– Real estate and other benefits
– Front office de-duplication
– Overhead consolidation
– Common technology
platform, product and
data management
– Global and regional
HQ synergies
– Finance and HR
simplification
– Leveraging global
practices
– Real estate and
other benefits
Medium-term
gross savings
opportunity
£100m+
Back office efficiency
LEVERAGING GLOBAL SCALE
ENTERPRISE IT
– Leveraging our
global scale
– AI-enabled
productivity
– Workforce
optimisation
– Cloud migration
FINANCE
– Global finance
operating model
– Shared service
centre optimisation
– Standardisation and
automation
PROCUREMENT
– Category-led
procurement
– Active mitigation
of inflationary
pressures
REAL ESTATE
– Consolidation
of leases
– Campus
programme
GREAT WORK,
DELIVERED EFFICIENTLY
SYSTEMS,
DATA & AI
COMMERCIAL INSIGHTS
AND MANAGEMENT
OPTIMISING RESOURCE
UTILISATION
SCALING GLOBAL
DELIVERY CENTRES
34
WPP ANNUAL REPORT 2024
STRATEGIC REPORT OUR STRATEGY
Technology underpins almost everything
we do – from communicating with our clients
and collaborating with our colleagues, to
creating content that reaches billions across
the globe. Our enterprise technology strategy
aims to enhance services for our people and
clients, while driving cost efficiencies.
GroupM, a global leader in media planning
and buying, manages over $60 billion in
worldwide advertising spend. In 2024
GroupM underwent a strategic simplification
programme, resulting in a leaner, less
complex organisation. New centralised
innovation and operations hubs serve
as GroupM’s engine for developing,
standardising and scaling media products
and technology across its business. This has
reduced complexity and costs, supporting
faster and more effective decision-making
In 2024, we announced further investment
in our Global Delivery Centre operation
in India. The specialist capability hub,
accessible to all WPP agency teams
globally, plays a critical role in our
business transformation and simplification
strategy, unlocking best-in-class
capabilities from hyper-personalisation
and composable commerce to cloud
modernisation and product engineering.
These services are underpinned by WPP
Open and complement existing agency
expertise across media, content,
customer experience, commerce,
technology, data and design.
In 2024, we continued to modernise our
enterprise data solutions through the
migration of data from legacy data
centres to modern cloud-based systems,
which reduces costs, improves security
and leverages our global scale.
and more efficient resource allocation,
and in turn enhanced services for clients.
Building on this progress, Brian Lesser
joined GroupM as Global CEO in
September 2024, focused on improving
the competitiveness of its media offer,
globally and in the US, and leveraging
WPP Open Media Studio, which provides
end-to-end media workflows for GroupM
and its clients.
% OF SERVER ESTATE IN PUBLIC CLOUD
Enterprise
technology:
moving our
enterprise data to
the public cloud
Simplifying a
world leader:
GroupM
Global Delivery
Centres: scaling
investment in
India
Supported by
2023
2023
53%
53%
2024
2024
62%
62%
GLOBAL
DELIVERY
CENTRE
35
WPP ANNUAL REPORT 2024
EXECUTE EFFICIENTLY TO DRIVE STRONG FINANCIAL RETURNS
OUR STRATEGY STRATEGIC REPORT
OUR ESG REPORTING ROADMAP
ESG REPORTING
We continue to evolve our environmental,
social and governance (ESG) reporting to
meet our obligations in a rapidly formalising
ESG landscape.
OUR MATERIALITY PROCESS
We use a materiality process to ensure our
sustainability strategy, investments and
reporting focus on the topics of greatest
importance and relevance to our business
and stakeholders. In preparation for the EU
Corporate Sustainability Reporting Directive
(CSRD), we conducted our first double
materiality assessment in 2024.
The double materiality approach assesses
ESG factors through an 'outside-in' lens
(potential to affect our financial performance)
and an 'inside-out' lens (our potential impact
on society and the environment). The table
(right) sets out the ESG topics identified as
material for WPP. These topics will inform
WPP's ESG approach going forward, to focus
activity on the topics of greatest importance
and relevance to the business and its
stakeholders. As materiality is dynamic,
we will monitor and adjust as needed.
Read more at wpp.com/
sustainabilityreport2024
SUSTAINABILITY
We use our creativity combined with our global scale
to meet sustainability obligations within our own
business, our clients’ businesses and across our industry
2002:
first Sustainability Report
WPP is an early adopter
of sustainability reporting,
publishing our first
Sustainability Report
more than 20 years ago
2021:
engage PwC to conduct
third-party limited assurance
To strengthen our approach to
non-financial assurance, we engage
PwC to provide independent limited
assurance over select ESG metrics
2022:
ESG controls launch
In response to assurance observations,
and in preparation for incoming ESG
legislation, we design and launch our
first set of formal ESG controls to
enhance data quality
2024:
double materiality assessment
We conduct our first double
materiality assessment.
Topics identified as material
are summarised above
2025 onwards:
regulatory alignment
We will continue to evolve
disclosures to comply with
ESG reporting frameworks,
including the CSRD and the
IFRS Sustainability Standards
ESG TOPIC
LOCATION IN REPORT
Corporate culture and
business ethics
People
Policies, procedures and culture
(pages 42-44)
(pages 74-76)
Fraud, corruption and bribery
Policies, procedures and culture
(pages 74-76)
Data privacy and security
AI and data ethics, privacy
and security
(page 57)
Equal treatment and
opportunities for all employees
People
(pages 42-44)
Operational greenhouse
gas emissions
Planet
(pages 45-46)
Regulatory compliance
Policies, procedures and culture
(pages 74-76)
Responsible AI and
technology use
AI and data ethics, privacy
and security
(page 57)
Responsible marketing
and communications
Clients
Communities
(page 56)
(pages 58-59)
Social and environmental
impact of our client work
Clients
Communities
(page 56)
(pages 58-59)
Supply chain greenhouse
gas emissions
Planet
(pages 45-46)
Talent attraction, retention
and development
People
(pages 42-44)
KEY
Indicates where a topic is material
from a financial perspective
Indicates where a topic is material
from an impact perspective
36
STRATEGIC REPORT
WPP ANNUAL REPORT 2024
STAKEHOLDER ENGAGEMENT
Dialogue with our stakeholders, including
our people, clients and shareholders,
provides valuable feedback and insight into
sustainability risks and opportunities, for our
Company and our clients. Most stakeholder
engagement takes place in the course of
doing business.
Information on employee engagement
including our All In employee survey is on
page 44. During the year, WPP launched a
new Sustainability Academy, which provides
globally accessible on-demand training to
equip our people with the knowledge and
practical tools they need to respond to
sustainability topics, including climate
change (see page 56). We will continue
to expand Academy content in 2025.
INVESTOR ENGAGEMENT
We regularly engage with investors on ESG
topics, and in 2024 we engaged with rating
agencies and benchmarking organisations on
sustainability matters, including: Bloomberg
Gender-Equality Index; EcoVadis; Equileap;
Vigeo Eiris; FTSE Russell; ISS; Moody’s; MSCI
Research Inc.; Tortoise Responsibility 100;
Sedex; and Sustainalytics.
We are included in the FTSE4Good Index
and participate in CDP's climate change
questionnaire, in which we continue to
score a 'B' rating.
Read more about how we engage with
stakeholders on sustainability on page 33
of our 2024 Sustainability Report
In 2021, we linked the margin of our
$2.5 billion revolving credit facility to specific
sustainability measures. We refinanced the
facility in February 2024 and included
updated environmental and social metrics,
approved in February 2025, as we continue
to embed carbon reduction targets and
broader sustainability commitments into
our financing arrangements.
INSTITUTE OF BUSINESS ETHICS
WPP is a member of the Institute of Business
Ethics (IBE) and considers it an important
partner and support for the approach that
the Company takes to business integrity,
sustainability and ethics.
As set out more fully in the Risk Governance
Framework and Business Integrity
Programme on page 73, we want to
champion and facilitate a culture where our
people feel that acting with transparency,
honesty and integrity is an expected metric
for success, and this is also the IBE’s ethos.
The IBE shares knowledge and good practice
as well as advice on the development and
embedding of relevant policies through
networking events, regular publications
and training sessions, research and
benchmarking reports.
The IBE is a registered charity funded by
corporate and individual donations.
SUSTAINABILITY ASSURANCE
ESG data included in this Annual Report
is for the calendar year 2024 and covers
all subsidiaries of the Company.
The selected ESG performance metrics
marked with the symbol throughout
this report have been subject to
independent limited assurance procedures
by PricewaterhouseCoopers LLP (PwC)
for the year ended 31 December 2024 in
accordance with International Standard
on Assurance Engagements 3000 (revised)
and, in respect of greenhouse gas emissions
data, International Standard on Assurance
Engagements 3410, issued by the
International Auditing and Assurance
Standards Board.
A copy of PwC’s report and our reporting
criteria are available at wpp.com/
sustainabilityreport2024
We continue to review our reporting in
line with emerging ESG regulations and
standards, including the EU’s Corporate
Sustainability Reporting Directive and the
International Sustainability Standards Board’s
Sustainability Standards. The outputs of our
first double materiality assessment are set
out in the table on page 36.
The majority of our data is collected locally,
and a common challenge is reconciling
inconsistencies in calculations and data
capture. We are working to further enhance
the quality and assurability of our ESG data
in line with evolving reporting requirements
For further information on data quality,
see page 46
NON-FINANCIAL AND SUSTAINABILITY INFORMATION STATEMENT
This section indicates where you can find further information on each of the key areas of disclosure required by sections 414CA and
414CB of the Companies Act 2006.
The Climate-related Financial Disclosure Regulations 2022 amend these sections of the Companies Act 2006, requiring companies to
incorporate climate disclosures in the annual report. WPP’s TCFD disclosure is consistent with nine of the 11 TCFD requirements, and
partially consistent with two (see TCFD Statement from page 47 for further details). At present, we do not disclose our total Scope 3
emissions in our Annual Report as we have not yet undertaken third party limited assurance of this data. However, we have provided
qualitative descriptions of progress against our targets in 'our climate strategy' (pages 45-46). As we have not identified any material
risk to our business from climate change, we believe that the TCFD requirements have been addressed in sufficient detail as is necessary
to understand our business. As such, we have referenced the location of our climate-related financial disclosures as being within our
statement on TCFD from page 47.
WPP POLICIES AND GUIDANCE
RELEVANT PRINCIPAL RISK
Environmental matters
– Our climate strategy (pages 45-46)
– TCFD statement (pages 47-54)
ESG including regulatory and reporting
Employees
– Our people strategy (pages 42-44)
People, culture and succession
Social matters
– Communities (pages 58-59)
N/A
Human rights
– Human rights (page 61)
N/A
Anti-bribery and corruption
– Policies, procedures and culture (pages 74-76)
Regulatory
37
STRATEGIC REPORT
WPP ANNUAL REPORT 2024
SUSTAINABILITY
SUSTAINABILITY AND OUR STRATEGY
Our sustainability strategy helps us deliver our purpose to
use the power of creativity to build better futures for our
people, planet, clients and communities
It supports our corporate strategy
and helps us navigate a dynamic social
and economic landscape, responding to
evolving stakeholder expectations and
shaping our contribution to the world
around us.
It also supports talent attraction and
retention, and our work for clients, who
look to us to help them find and scale
solutions to achieve their goals.
WPP’S STRATEGIC GOALS:
Lead through AI, data
and technology
Accelerate growth
through the power of
creative transformation
Build world-class,
market-leading brands
Execute efficiently to drive
strong financial returns
PILLARS
PEOPLE
Become the
employer of choice
for all
– Build a culture where everyone is
treated with dignity and respect
– Ensure an inclusive working
environment for all
– Grow future skills and knowledge
across our industry
PLANET
Maximise our positive
impact on the planet
– Build energy-efficient campuses
that make a positive contribution
to local communities
– Reduce Scope 1 and 2 emissions
by 84% by 2025 and Scope 3
emissions by 50% by 2030
(2019 baseline)
CLIENTS
Enable our clients
on their sustainability
journeys
– Ensure fairness and high standards
across our work, including AI,
privacy and data ethics
– Support our clients as they deliver
their emissions reduction and
wider sustainability goals
COMMUNITIES
Use the power of our
creativity and voice
to support healthy,
vibrant communities
– Ensure our sustainability
commitments and principles
are upheld across our value chain
– Drive positive impact through
our work, external partnerships
and initiatives
38
STRATEGIC REPORT
WPP ANNUAL REPORT 2024
SUSTAINABILITY
STRATEGIC PROGRESS
SUPPORTING OUR
STRATEGIC GOALS
– Future Readiness Academies expanded to include
new courses, including advanced AI training and
a new Sustainability Academy
– 42% of executive leaders1 across WPP are women
(2023: 41%) and 54% of senior managers are women
(2023: 53%)
– 79,000 of our people took part in our annual
All In survey
108,000+
Future Readiness Academies
lessons completed to date
See more
from page 42
– 0.15 tCO2e emissions per person from direct
operations (Scope 1 and 2), an 82% reduction since
our 2019 baseline and a 22% reduction year-on-year
(2023: 0.19 tCO2e)
– 93% of electricity sourced from renewable sources
(2023: 88%)
– To support our Scope 3 targets assessed 138 suppliers,
representing $1.2 billion in spend, on their carbon
reduction commitments
82%
absolute reduction in tCO2e
emissions (Scope 1 and 2)
since 2019 and 26%
reduction year-on-year
See more
from page 45
– 82% of top 50 clients have set or committed to set
science-based carbon reduction targets (2023: 82%)
– Green Claims training made accessible to all
WPP people and bespoke training delivered to
clients in potentially higher-risk sectors
8.0
out of 10 rating from our
clients for our ability to
support their sustainability
goals (2023: 8.0)
See more
from page 56
– Supported our people globally in the wake
of ten critical-level emergencies in 2024
– The VML Foundation surpassed $3.2 million
in charitable donations
£26.9m
total social contribution,
including cash donations,
pro bono work, in-kind
contributions and free media
space (2023: £32.1 million)
See more
from page 58
1 In line with the FTSE Women Leaders Review, the independent, business-led framework supported by the UK government. Executive leadership roles are defined as the board and executive
leadership population (see WPP Sustainability Reporting Criteria 2024)
Selected metrics marked with this symbol have been subject to independent limited assurance procedures by PricewaterhouseCoopers LLP (PwC) for the year ended 31 December 2024.
For PwC’s 2024 Limited Assurance Report and the WPP Sustainability Reporting Criteria 2024, see wpp.com/sustainabilityreport2024
39
WPP ANNUAL REPORT 2024
STRATEGIC REPORT
SUSTAINABILITY AND OUR STRATEGY
SUSTAINABILITY GOVERNANCE MODEL1
BOARD OVERSIGHT
Responsible for the overall long-term success of WPP
and for overseeing the purpose, values and culture and
strategic direction, including on sustainability.
The Board is supported by the Audit and Sustainability
Committees in its oversight of corporate responsibility,
sustainability, ESG and related reputational matters.
EXECUTIVE RESPONSIBILITY
The Executive Committee is responsible for leading
the Company and executing its strategy, including
the sustainability strategy.
The Disclosure Committee oversees the accuracy and
timeliness of Group disclosures, including those related
to sustainability and ESG matters.
The Risk Committee oversees WPP's compliance with
laws, regulations and internal policies, focusing on the
effectiveness of the Company's compliance framework
and any emerging risks, including those related to
sustainability and ESG factors.
MANAGEMENT AND DELIVERY
The Chief Sustainability Officer has overall operational
responsibility for sustainability, supported by a specialist
sustainability team. Cross-functional leadership working
groups, including an ESG Working Group and Net Zero
Leadership Group, drive progress against WPP’s
sustainability strategy.
Our clear policy framework, which includes our
Sustainability Policy, sets the structure for our
agencies to follow. Our agencies are required to
report performance to WPP on an annual basis.
1 References to sustainability and ESG are inclusive of the climate change issues identified as relevant to WPP in the TCFD statement (pages 47-54)
OUR APPROACH TO SUSTAINABILITY
Our governance processes and policies help us
manage sustainability risks and opportunities
consistently across the Company
EXECUTIVE
COMMITTEE
DISCLOSURE
COMMITTEE
RISK
COMMITTEE
AUDIT
COMMITTEE
INFORM
LEADERSHIP WORKING GROUPS
WPP AGENCIES
HQ FUNCTIONS
SPECIALIST
SUSTAINABILITY
TEAM
SUSTAINABILITY
COMMITTEE
OVERSEE
40
STRATEGIC REPORT
WPP ANNUAL REPORT 2024
SUSTAINABILITY
BOARD OVERSIGHT
The Board approves our sustainability
policies and disclosures. Where sustainability
matters, including climate change, are
identified by management as relevant,
the Board takes these into account when
overseeing major decisions as set out in
WPP Matters Reserved for the Board
(available on wpp.com).
Our Sustainability Committee supports
the Board in its oversight of corporate
responsibility, sustainability, ESG and
related reputational matters. Committee
members bring with them a wide range of
sustainability expertise, including marketing,
technology, sustainable business and
international development, from senior
positions in business and non-governmental
organisations.
The Committee works to understand WPP's
sustainability-related risks and opportunities,
review and monitor the management and
implementation of our sustainability strategy
and Transition Plan, and review policy
statements on environmental and social
matters. The Committee meets at least four
times a year, receiving in-depth progress
reviews from management at each meeting,
and provides an update to the Board
following each meeting.
The Audit Committee, jointly with the
Sustainability Committee, monitors the
integrity of WPP’s ESG disclosures, including
the relationship with our ESG assurance
provider. It provides oversight of internal
controls and risk management, including
our ESG controls.
The Compensation Committee determines
our remuneration policy, in accordance with
the UK Corporate Governance Code.
The Nomination and Governance Committee
reviews the Board’s composition and skills
ensuring, where relevant, that the Board’s
oversight of material ESG matters is
appropriate.
For further information see Corporate
Governance from page 86
EXECUTIVE RESPONSIBILITY
The Executive Committee assists the CEO in
discharging his responsibilities. Collectively,
it is responsible for implementing strategy,
including sustainability strategy, ensuring
consistent execution and embedding the
Company’s culture and values.
The Disclosure Committee was established
by the CEO and CFO. It is responsible for
overseeing the accuracy and timeliness of
Group disclosures, including those related
to sustainability and ESG matters, and
reviewing controls and procedures in
relation to the public disclosure of financial
and non-financial information.
The Risk Committee assists the Board and
Audit Committee by reviewing, monitoring
and advising on: compliance with laws,
regulations, internal procedures and industry
standards; the design and implementation
of WPP’s compliance framework, policies
and procedures; and risks that present
themselves throughout WPP, including
material sustainability and ESG issues.
MANAGEMENT AND DELIVERY
The Chief Sustainability Officer has overall
operational responsibility for sustainability.
The sustainability team ensures consistent
implementation of our standards and
supports the business to identify
sustainability-related risks and opportunities.
Together, they engage the business through
targeted briefings, programme meetings
and status updates.
Our sustainability team monitors key
performance metrics and collates status
updates from the business, which are
reported to the Chief Sustainability Officer,
the relevant executive committees and
Board committees, and the wider business.
Progress against sustainability metrics and
targets is communicated to the business
on an annual basis.
Management of sustainability requires
cross-functional accountability and
responsibilities. To ensure alignment
across functions, the sustainability team
has formed working groups. The ESG
Working Group includes executive-level
representatives from relevant functions,
and is responsible for ensuring the effective
implementation of WPP’s approach to ESG
compliance in preparation for the CSRD
and other mandatory regulations. The Net
Zero Leadership Group brings together
function and agency leaders across the
five hotspots identified as generating the
largest proportion of emissions across
our total carbon footprint to accelerate
progress against WPP’s near-term
science-based targets.
We set a clear policy framework through
our Code of Business Conduct, Sustainability
Policy, Supplier Code of Business Conduct
and other policies included in the WPP Policy
Book. Our agencies are required to comply
with our Sustainability Policy, and report
performance to WPP on an annual basis.
41
WPP ANNUAL REPORT 2024
SUSTAINABILITY STRATEGIC REPORT
OUR APPROACH TO SUSTAINABILITY
PEOPLE
STREAMLINING WAYS OF WORKING
In 2024 we rolled out a new employee
performance and engagement tool across
many of our agencies, creating greater
consistency in performance management
across the business.
Teams can now align on goals, track
progress and engage in meaningful career
discussions, enhancing both individual
growth and organisational success.
Additionally, we are streamlining global
operations through tools including
Workday and Maconomy.
CULTIVATING OUR LEADERS
WPP is committed to developing exceptional
leaders through flagship programmes that
empower and elevate talent globally.
Maestro, which focuses on honing the skills
of senior leaders, successfully delivered
two cohorts in 2024, equipping participants
with the tools and insights needed to
navigate complex challenges and drive
organisational success.
Walk the Talk, designed to support senior
women leaders, delivered four impactful
sessions, engaging over 180 participants.
Walk the Talk continues to equip women
leaders with the confidence, skills and
networks to excel in their roles and lead
change within the organisation.
LEADERSHIP CHANGES
We are committed to attracting and
retaining the brightest and best in our
industry. In July we welcomed Brian Lesser
as Global CEO of GroupM, bringing his
extensive expertise in data- and technology-
driven marketing to support the continued
growth of GroupM. Brian was joined in
February 2025 by Emily Del Greco, formerly
a Partner at McKinsey & Company, as Global
COO at GroupM.
In September 2024 Philip Jansen, formerly
Chief Executive of BT Group, joined the
WPP Board as a Non-Executive Director,
succeeding Roberto Quarta as Chair on
1 January 2025.
From March 2025 Diane Holland, an
experienced and highly respected financial
leader within WPP, will be taking on the role
of WPP's Deputy Chief Financial Officer.
Most recently, Diane served as Chief Financial
We are a people business. Across
everything we do, our success relies on
the fundamentals of human connection,
creativity and relationships. Teams of
talented individuals, working towards
common goals, are what drives growth
for our clients and our agencies.
That’s why we are committed to attracting,
engaging and developing the best in
the industry, leveraging our scale and
global reach to provide exciting career
opportunities that help our people grow
and thrive across disciplines, agencies
and geographical locations.
We do this by focusing on:
– The future of work and AI opportunities
– Streamlining ways of working
– Cultivating our leaders
– Ensuring a culture of belonging and
expanding our talent pool
THE FUTURE OF WORK
In 2024 we developed new functionality
and integrated new models into WPP Open,
our AI-powered marketing operating system,
to help employees in their day-to-day work.
AI-powered applications including Creative
Studio and Production Studio are helping
augment our people’s creativity, resulting
in dynamic and innovative client work.
A growing number of colleagues are
discovering the benefits of WPP Open:
at the end of 2024, monthly active
users were up 74% to 33,000.
Our on-demand, online training platform
Future Readiness Academies expanded in
2024 to include modules such as advanced
AI training, focused on building essential
skills in prompt engineering and practical
AI applications. To date over 30,000 learners
have completed more than 108,000 Future
Readiness Academies lessons.
Throughout 2024, our people earned more
than 21,000 accreditations and certifications
(2023: 34,000+) from leading technology
partners including Adobe, Google, Meta,
Microsoft and TikTok, helping to equip
them with future-ready skills. Accreditations
and certifications were lower in 2024 as
we reviewed our partnership programme,
expanding the scope of some existing
partnerships, adding a number of new
relationships, and exiting others.
and Transformation Officer for WPP Open
and as the Global COO of VML. And in
February 2024 Neil Stewart, whose career
spans over 20 years in technology leadership
roles, was appointed CEO of WPP Open.
Across the WPP network, Francisco Teixeira
became Country Manager of WPP Portugal,
while Kevin Johnson expanded his role as
CEO of GroupM Canada to become President
of WPP in Canada. Fiona Gordon was
promoted to Global CEO of Advertising at
Ogilvy, and James Murphy returned to Ogilvy
as CEO of Ogilvy Group UK. In Asia Pacific,
Rupert McPetrie was appointed CEO of
GroupM China, and Chris Reitermann added
the role of President of WPP in China to his
leadership of Ogilvy in the region.
Our people are our most valuable asset
CREATIVE TECH
APPRENTICESHIPS
Launched in November 2022, our
Creative Tech Apprenticeship is a
nine-month paid programme designed
to equip emerging talent with next-
generation technological skills. Since
its inception, two cohorts have
completed the programme, with most
apprentices securing roles at our global
production arm, Hogarth. In October
2024, we welcomed our third cohort of
16 apprentices, who received hands-on
experience with leading brands and
training in AI, creative coding and
virtual production. Ethics, accessibility
and inclusion remain central, ensuring
participants are prepared to shape the
future of technology in the creative
industry and beyond.
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STRATEGIC REPORT
WPP ANNUAL REPORT 2024
SUSTAINABILITY
BENEFITS
Benefits vary by market, and typically
include retirement savings plans, employee
assistance schemes, life assurance and health
and wellbeing programmes. We continue
to harmonise our benefits across WPP.
For example, our health and wellbeing
programme focuses on physical, mental
and emotional health to address challenges
before they arise, along with quality
healthcare for when issues emerge. Many of
these benefits are also available to eligible
family members. In certain jurisdictions we
may also include the provision of family
planning benefits.
This works in partnership with our Employee
Assistance Programme, which promotes
mental health support globally as part of its
suite of resources.
INDUSTRY RECOGNITION
Ten WPP leaders were named in UK
INvolve’s Heroes Women Role Model
Lists for championing women in
business and promoting gender
diversity in 2024. A further 12 were
named in the INvolve Empower Role
Model List, celebrating leaders driving
inclusion for people of colour within
global businesses. And six were named
in INvolve’s Enable Role Model List,
representing over 10% of the 50
recipients. This list celebrates
individuals in the UK who advocate
for workplace inclusion for people
with disabilities, neurodiversity or
mental health challenges.
Our people also won recognition for
their creativity. Ogilvy’s Piyush Pandey
was awarded the 2024 Legend Award
at the London International Awards,
which recognises individuals who have
demonstrated outstanding creativity
at all levels. And in The Drum’s annual
World Creative Rankings, we retained
our position as the most creatively
awarded group in global marketing,
thanks to the talent and dedication
of our people across the world.
CULTURE OF BELONGING
At WPP, a culture of belonging is a key
enabler of creativity and therefore business
success. By fostering inclusive workplaces,
we encourage innovative ideas and solutions
for both our people and our clients.
We have the ambition to be representative
of the communities in which we operate
and the consumers our clients wish to reach.
Our Code of Business Conduct, which
applies to everyone at WPP, sets out our
commitment to select and promote people
without discrimination.
In 2024 we partnered with The One Club
for Creativity for the second time to launch
One School UK, a free 16-week portfolio
programme designed to open doors to
a career in advertising and marketing for
talented Black creatives.
We also continued to invest in Summit,
our sponsorship programme focused
on professional development for people
of colour. In November 2024, a new
cohort based in South Africa completed
the programme, and we also inducted
a UK-based cohort in September 2024.
And we refreshed our Inclusion as a Skill
training, making it more digestible and
engaging. Developed in partnership with
MindGym, Inclusion as a Skill is designed
to help employees at all levels learn and
practise the behaviours needed to develop
as inclusive leaders. The virtual, 90-minute
multilingual sessions have been attended
by thousands of employees worldwide.
Our Making Space initiative brings
people together from across WPP to mark
cultural moments and celebrate different
communities within the Company. In 2024
activations included events for parents and
caregivers, a series of events during Pride
month, training on accessibility and disability
in the employee experience, and speed
mentoring to mark International Women's Day.
1 In line with the FTSE Women Leaders Review, the
independent, business-led framework supported by the
UK government. Executive leadership roles are defined
as the board and executive leadership population
(see WPP Sustainability Reporting Criteria 2024)
REPRESENTATION
In 2024, 54% of our senior managers
were women. The proportion of
executive leaders across the Company
who are women was 42% (2023: 41%).1
AGE
AGE
Age diversity figures exclude a small proportion
where age is unknown or undisclosed. In 2024,
this accounted for less than 1% of headcount
19 or under <1%
20-29 31%
30-39 40%
40-49 19%
50-59 8%
60 and over <2%
2024
2024
GENDER
GENDER
58% (2,037)
58% (2,037)
46% (9,189)
46% (9,189)
42% (35,476)
42% (35,476)
44% (46,702)
44% (46,702)
2024
2024
2024
2024
2024
2024
Female
Female
Male
Male
Board and executive1
42% (1,458)
2023
41% (1,471)
Senior managers
54% (10,657)
2023
53% (10,768)
All other employees
58% (48,244)
2023
58% (51,039)
Total employees
56% (60,359)
2023
56% (63,278)
Gender diversity figures exclude a small
proportion where gender is unknown or
undisclosed. In 2024, this accounted for less
than 1% of total headcount
47% (9,404)
47% (9,404)
59% (2,082)
59% (2,082)
42% ( 37,567)
42% ( 37,567)
44% (49,053)
44% (49,053)
Read about how we are addressing
data quality and evolving our workforce
disclosures on page 10 of our 2024
Sustainability Report
Selected metrics marked with this symbol have been
subject to independent limited assurance procedures by
PricewaterhouseCoopers LLP (PwC) for the year ended
31 December 2024. For PwC’s 2024 Limited Assurance Report
and the WPP Sustainability Reporting Criteria 2024,
see wpp.com/sustainabilityreport2024
43
WPP ANNUAL REPORT 2024
PEOPLE
SUSTAINABILITY STRATEGIC REPORT
We understand the value of balancing
work and personal commitments, and aim
to approach this transition with openness
and an understanding of people’s different
circumstances. We are putting in place
clear processes to request additional
flexibility, including for those with caring
responsibilities, health issues and other
considerations. Some roles that have
always been fully or largely remote will
continue as they are going forward.
EMPLOYEE ENGAGEMENT
Our All In staff survey for 2024 received
79,000 responses, reflecting continued
engagement from our employees as we
gather insights to shape our people strategy.
Our employee net promoter score – how
likely people are to recommend working
here – remained neutral, while overall
engagement was down slightly at 69%.
The survey identified a number of areas for
improvement. At the same time, we were
pleased to see that individual managers
across the Company received strong
feedback, with 85% of people agreeing that
their manager creates an environment of
belonging, and 78% agreeing that their
manager encourages their career growth.
GREAT WORKPLACES
WPP campuses offer our people inspiring,
collaborative places to work, bringing
together the best talent, teams and
technology under one roof.
In 2024 we launched seven new campuses,
bringing the global total to 47. In September
we opened our third London campus at
One Southwark Bridge, now home to all
employees from London-based GroupM
agencies. We also opened a campus in
Chennai, India, reinforcing the country's
strategic importance as a hub for talent
and innovation.
In 2025 five GroupM offices – Germany,
Italy, Poland, Spain and UK – were
recognised by the Top Employers Institute
as a 2025 Top Employer. The Institute also
awarded GroupM a 2025 Top Employer
Europe accreditation.
OFFICE ATTENDANCE
We believe that spending time together in
person strengthens our collaboration, culture
and creativity. That’s why, from April 2025 we
are asking our people to spend an average of
four days a week in the office. Our clients are
also moving in this direction, and increasingly
expect it of teams who work with them.
In response to feedback from 2023’s survey,
we made progress in key areas:
– Career development: expanded our
Future Readiness Academies and
enhanced Career Explorer, simplifying
internal mobility to help employees build
their careers within WPP
– Mental health support: enhanced our
Employee Assistance Programme,
including 24/7 counselling and support,
alongside targeted awareness campaigns
to promote these resources
Nearly 30,000 employees attended global
CEO townhalls in 2024 – a chance for all
employees to hear directly from Mark Read
and other senior leaders – and we also
launched the Count Me In survey, which
captured responses from over 45,000
colleagues across 71 markets. The resulting
insights will inform the development of our
workplaces, policies and programmes, and
enable access to opportunities for all.
See more in the People section
of our 2024 Sustainability Report
PEOPLE CONTINUED
FUTURE READINESS ACADEMIES
Future Readiness Academies equip our
people with the knowledge and skills
they need for success in a complex
digital world. Over 280 online, on-demand
bite-size lessons cover a broad range of
skills, from Web3 to influencer marketing.
Created in collaboration with the Open
Data Institute and QA, the largest tech
training company in the UK, our people
can also access the full suite of QA lessons
through the Academies.
Training is structured around:
– Core academies: covering pivotal
topics in our industry such as marketing
technology, commerce, data and AI,
and the metaverse
– Skills essentials: covering a broad range
of skills including leadership development,
channel optimisation, healthcare content
and other specialist courses
– Fundamentals: designed to cement core
concepts such data and insights, agile
transformation, intelligent technology
and commercial mindset
In 2024 our Academies expanded to
include new courses including advanced
AI training, focused on building essential
skills in prompt engineering and practical
AI application, and a new Sustainability
Academy, delivering foundational
knowledge in sustainability through
core modules on climate essentials,
green claims and circular economy.
90%
user satisfaction
rating
44
STRATEGIC REPORT
WPP ANNUAL REPORT 2024
SUSTAINABILITY
PLANET
Delivering progress against our sustainability
goals to minimise our impact on the planet
OUR CLIMATE STRATEGY
We are committed to decarbonising our own
business and supporting our clients’ carbon
reduction efforts.
In 2021 we set near-term science-based
targets to reduce our greenhouse gas
emissions in line with limiting global warming
to 1.5°C above pre-industrial levels, and the
aims of the Paris Agreement on climate.
OUR EMISSIONS TARGETS
84%
absolute Scope 1 and 2
emissions reduction by 20251
50%
absolute Scope 3 emissions
reduction by 20301
These targets, which are verified by the
Science Based Targets initiative (SBTi),
were the first among our peers to include
emissions from media buying and production
(two-thirds of our total carbon footprint).
We are also committed to offsetting residual
emissions across our own operations
(Scope 1 and 2) by 2025 and our supply
chain (Scope 3) by 2030.
We continue to focus on reducing emissions
across the five hotspots generating the
largest proportion of emissions within
our total footprint: real estate, enterprise
technology, procurement, media and
production. Across these hotspots, our aim
is to integrate carbon reduction into our core
commercial strategy and deliver reductions
through day-to-day business activities.
Detailed, executive-sponsored emissions
reduction strategies are being implemented
for each hotspot. Progress is overseen by
our Net Zero Leadership Group, bringing
together the hotspot sponsors, including
our Chief Procurement Officer and the
CEO of Hogarth.
See more in the Planet section of our
2024 Sustainability Report
REDUCING SCOPE 1 AND 2 EMISSIONS
We continue to make progress towards
our Scope 1 and 2 targets, largely driven
by an increase in electricity purchased
from renewable sources, improved energy
efficiency in our buildings, reduction in our
real estate portfolio by moving our people
into fewer, more efficient buildings, and
the shift towards electric and hybrid
models for company cars.
82%
absolute reduction in tCO2e emissions
(Scope 1 and 2) since 2019 and 26%
reduction year-on-year
Our Scope 1 emissions for 2024 were
9,629 tCO2e (2023: 11,354 tCO2e), of which
a subtotal of 7,191 tCO2e (75% of our
total Scope 1 emissions footprint) has been
subject to independent limited assurance
procedures by PwC.
We also measure carbon intensity against
revenue and headcount to track how we
are decoupling carbon emissions from
growth over time. In 2024, our headcount
intensity was 0.15 tCO2e/person (2023: 0.19),
a 22% reduction compared to 2023 and
a 82% reduction since our 2019 baseline.
Our revenue intensity was 1.08 tCO2e per
£1 million revenue (2023: 1.44 tCO2e),
a 25% reduction year-on-year and a 84%
reduction since our 2019 baseline.
Company cars account for 63% of our
Scope 1 emissions. We continue to shift
company cars to electric and hybrid where
infrastructure makes it feasible to do so.
In 2024, 63% of centrally-leased company
cars were electric or hybrid (2023: 46%),
largely driven by Belgium and Germany
(half of company car contracts), where all
new company car contracts are electric or
hybrid. The Scope 1 emissions not subject
to assurance procedures relate to locally-
contracted company cars, for which
emissions have been estimated.
RENEWABLE ELECTRICITY
In 2024, we bought 93% of our electricity
from renewable sources (2023: 88%), and
are on track to meet our target to reach
100% in 2025.
Scope 2 market-based emissions were 6,250
tCO2e (2023: 9,968 tCO2e), a 37% reduction
from 2023. Scope 2 location-based emissions
were 55,302 tCO2e (2023: 55,720 tCO2e),
a 1% reduction from 2023.
REDUCING SCOPE 3 EMISSIONS
Our supply chain makes up the overwhelming
majority (98%) of our total emissions. We
know that the complex nature of our supply
chain makes our target to halve emissions
by 2030 ambitious, but nevertheless it is one
we are determined to reach. Engagement
across our supply chain will be essential for
delivering meaningful emissions reductions.
PROCUREMENT
We continue to build our understanding
of our supply chain emissions. We now
know that just 138 carbon-strategic
suppliers contribute 56% of our total indirect
purchased goods and services emissions.
We have assessed the maturity of these
suppliers’ emissions reduction plans and
embarked on an outreach and engagement
plan to collectively work towards
decarbonisation of our supply chain.
1 Data from 2019 baseline
Selected metrics marked with this symbol have been
subject to independent limited assurance procedures by
PricewaterhouseCoopers LLP (PwC) for the year ended
31 December 2024. For PwC’s 2024 Limited Assurance Report
and the WPP Sustainability Reporting Criteria 2024,
see wpp.com/sustainabilityreport2024
MARKET-BASED SCOPE 1 AND 2
EMISSIONS PROGRESS
(tCO2e EMISSIONS)
MARKET-BASED SCOPE 1 AND 2
EMISSIONS PROGRESS
(tCO2e EMISSIONS)
2019
baseline
2022
2023
26,102
2024
2024
21,322
87,585
15,879
15,879
0.19
0.15
0.15
0.82
Scope 1 and 2 (tCO2e)
Scope 1 and 2 per person (tCO2e/person)
0.23
45
WPP ANNUAL REPORT 2024
PLANET
SUSTAINABILITY STRATEGIC REPORT
PLANET CONTINUED
Air travel
Business air travel accounts for around 3%
of our baseline carbon footprint, but remains
a focus as it is an emissions category over
which we have more control.
In 2024, air travel emissions increased by
21% compared to 2023, though remain 25%
lower than the pre-pandemic levels of 2019.
Our total Scope 3 emissions from business
air travel were 91,651 tCO2e, including
61,894 tCO2e from centrally contracted
flights (68% of the total). The centrally
contracted data is subject to independent
limited assurance procedures by PwC.
The air travel emissions not subject to
assurance procedures come from flights
booked outside our centralised systems.
To offset emissions from air travel, we have
been purchasing high-quality carbon credits
since 2007 and have permanently retired
1.8 million carbon credits, which are charged
to each of our agencies.
ENTERPRISE TECHNOLOGY
The technology we use – from data
centres to laptops – generates 6% of our
Scope 3 footprint.1
Through our Cloud Acceleration Programme
we are replacing older, less efficient hardware
with more modern, agile, demand-led
cloud-based solutions, reducing the carbon
intensity of day-to-day processes. To date,
we have decommissioned more than 1,000
servers and moved a further 800 to the
cloud. As we continue with our cloud-first
strategy, powered by renewable electricity,
we are reducing our energy consumption,
with the added flexibility of only using
what we need, when we need it.
Introducing new campus technology
standards has reduced the size of IT
equipment rooms by 75%, lowering
construction costs, power consumption
and cooling needs.
MEDIA
We were the first among our peers to include
emissions associated with media placement
(more than half our supply chain emissions)1
in our science-based reduction targets.
To explore the link between media
performance and emissions, in 2024 we
piloted (in partnership with third party
AdTech vendors) new ways to estimate,
optimise and reduce emissions.
We also welcomed the launch of the Global
Media Sustainability Framework: the first
industry-wide framework to measure carbon
consistently across different media channels
and markets in accordance with the
Greenhouse Gas Protocol’s standards.
PRODUCTION
The emissions generated by filming ads and
the production of other content on behalf
of clients are responsible for 14% of our
supply chain carbon footprint.1 Hogarth,
our production agency, continues to
innovate and invest in generative AI and
virtual production technologies that allow
for more efficient ways of generating
content. By consolidating WPP’s production
capabilities under Hogarth, we can enhance
overall production capabilities and boost
skills development for our people.
Our production playbook helps guide
decision-making before, during and after
shoots. It supports teams in finding the right
technology and approach to create the
desired client requirements with the lowest
carbon footprint.
Through our Production Studio, housed
on WPP Open (our AI-powered marketing
operating system), our creative teams can
streamline and automate the creation of text,
images and video. This unlocks efficiencies
for clients and, in turn, emissions reductions,
for example by reducing the need to travel.
SUPPORTING CLIENTS’ EMISSIONS
REDUCTION
Four in five of our 50 largest clients have set,
or are committed to setting, science-based
targets through the SBTi. Clients look to us
to help them find and scale solutions as
they implement their own transition plans.
We continue to create innovative campaigns
that help clients deliver on their own
commitments, access new consumer markets
and respond to evolving consumer and
stakeholder expectations (see page 56).
EFFECTIVE GREEN CLAIMS
Scrutiny over brands’ environmental claims
continues, making it more important than
ever that any claims we make on behalf of
clients are authentic, material and matched
by real action.
WPP’s Green Claims Guide and training
provides principles and practical tips for
making effective green claims that are not
misleading in any way. In 2024 we made
training accessible to all WPP employees
through our new Sustainability Academy,
and delivered bespoke training to clients in
potentially higher-risk sectors (see page 56).
OFFSETTING
The first step to limiting emissions is to reduce
the total footprint of any of our products or
services as far as possible. Our Environment
Policy sets out how we manage the cost and
quality of the carbon credits we buy to offset
emissions we cannot avoid.
EVOLVING OUR ENVIRONMENTAL
DISCLOSURES
A significant challenge for reducing
carbon emissions is being able to
measure them with confidence. We
are working to improve the quality
and coverage of our emissions data.
Calculating Scope 3 emissions is
complex. To improve the speed of
data delivery and the accuracy of data
processing, we are centralising data
sources, applying modelling techniques
and automating data feeds. We include
Scope 3 emissions data in our CDP
Climate Change submission (see
cdp.net).
As we evolve our disclosures to be
consistent with the CSRD and other
ESG reporting requirements, we will
continue to disclose information on
topics that fall outside the scope of
CSRD reporting (including waste,
circular economy and water
management practices) through
our annual ESG Data Book, CDP
response and our EcoVadis submission.
We remain committed to ongoing
responsible management practices
across both material and non-material
environmental topics.
In 2025, we will recalculate our
baseline carbon emissions in line
with SBTi guidelines, as required
every five years. We will publish our
first formal Transition Plan once this
exercise is complete, aligned to
regulatory guidance including the
recommendations of the Transition
Plan Taskforce and the IFRS
Sustainability Standards.
See more in the Planet section of our
2024 Sustainability Report and our
2024 ESG Data Book
1 Data from 2019 baseline
Selected metrics marked with this symbol have been
subject to independent limited assurance procedures by
PricewaterhouseCoopers LLP (PwC) for the year ended
31 December 2024. For PwC’s 2024 Limited Assurance Report
and the WPP Sustainability Reporting Criteria 2024,
see wpp.com/sustainabilityreport2024
46
STRATEGIC REPORT
WPP ANNUAL REPORT 2024
SUSTAINABILITY
TASK FORCE ON CLIMATE-RELATED
FINANCIAL DISCLOSURES STATEMENT
TCFD RECOMMENDATION
LOCATION IN REPORT
COMPANIES
ACT 2006,
S414CB(2a-h)
GOVERNANCE
a) Describe the Board’s oversight of
climate-related risks and opportunities
OUR APPROACH TO SUSTAINABILITY
The governance of climate-related risks and opportunities
is fully integrated within our sustainability governance
structures. References to sustainability and ESG are inclusive
of the climate change issues identified as relevant to WPP in
this TCFD statement
The Sustainability Committee meets at least four times a
year, receiving in-depth progress reviews from management
on climate-related issues. The Board receives an update from
the Sustainability Committee Chair following each meeting
The Audit Committee also receives updates on the status
of ESG reporting at WPP, including updates on climate-
related risks, carbon emissions reporting and related
assurance processes
Page 40
CA s414CB(2a)
SUSTAINABILITY COMMITTEE REPORT
The Sustainability Committee Report provides an update
on the matters considered by the Committee in 2024
Page 117
b) Describe management’s role in assessing
and managing climate-related risks and
opportunities
OUR APPROACH TO SUSTAINABILITY
Our CEO and CFO (both Executive Directors) have overall
responsibility for climate-related risks and opportunities,
and our performance on carbon reduction is integrated into
the CEO's incentive plan. The Chief Sustainability Officer
has operational responsibility for assessing and managing
climate-related issues
Page 40
CA s414CB(2a)
KEY
In compliance
Partial compliance
TASK FORCE ON CLIMATE-RELATED FINANCIAL DISCLOSURES (TCFD) CONTENT INDEX
This section of our reporting includes disclosures relating to WPP’s identified climate-related risks and opportunities.
KEY Consistent
Partially consistent
UK LISTING RULES STATEMENT OF COMPLIANCE
WPP was an early adopter of the Task Force
on Climate-related Financial Disclosures
framework. WPP’s seventh disclosure,
set out below, is structured around the
four TCFD themes of governance, strategy,
risk management, and metrics and targets.
We aim to develop our disclosures in line
with TCFD’s 11 recommended disclosures
set out in June 2017 (see table below).
We report in line with the FCA Listing Rule
6.6.6(8), which requires us to report on a
‘comply or explain’ basis against the TCFD
recommended disclosures in respect of the
financial year ended 31 December 2024.
We consider our climate-related financial
disclosures to be consistent with nine of
the 11 TCFD recommended disclosures,
and we have explained why we are not
consistent for the remaining two in the
related sections. We aim to be consistent
with all 11 requirements within the
timeframe of the UK's adoption of the
IFRS Sustainability Standards. Therefore
our disclosures are compliant with Listing
Rule UKLR 6.6.6(8) and aligned with The
Companies Regulations 2022, 414CB (2a).
Some of the recommended disclosures,
published in the 2021 TCFD Annex, will take
more time for us to become fully consistent
with due to challenges around data access
and quantification. These areas, outlined
in the table below, are most closely aligned
with the UK Companies Regulations
414CB (2a), sub paragraphs (e) and (f),
and relate to detailed financial impacts
and quantitative scenario analysis of
climate-related risks and opportunities.
We will continue to implement the 2021
TCFD Annex recommendations, and intend
to apply these more fully in our future
disclosures through 2025.
47
SUSTAINABILITY STRATEGIC REPORT
WPP ANNUAL REPORT 2024
TCFD RECOMMENDATION
LOCATION IN REPORT
COMPANIES
ACT 2006,
S414CB(2a-h)
STRATEGY
a) Describe the climate-related risks and
opportunities the organisation has identified
over the short-, medium- and long-term
PRINCIPAL RISKS AND UNCERTAINTIES
Descriptions of WPP’s climate-related risks and
opportunities are included in the Principal Risks disclosure
Page 78
CA s414CB(2d)
CLIMATE-RELATED RISKS AND OPPORTUNITIES
Detailed descriptions of our climate-related risks and
opportunities over the short-, medium- and long-term
Page 50
b) Describe the impact of climate-related
risks and opportunities on the organisation’s
businesses, strategy and financial planning
CLIMATE-RELATED RISKS AND OPPORTUNITIES
Detailed descriptions of the impact of climate-related risks
and opportunities on our resilience, strategy and financial
planning. We have not yet quantified the impact of our
climate-related risks and opportunities. Information on the
status of quantification is included against each risk and
opportunity disclosure
Page 50
CA s414CB(2e)
c) Describe the resilience of the organisation’s
strategy, taking into consideration different
climate-related scenarios, including a 2°C or
lower scenario
CLIMATE-RELATED RISKS AND OPPORTUNITIES
Detailed descriptions of the impact of climate-related risks
and opportunities on our resilience, strategy and financial
planning. We have not yet quantified the impact of our
climate-related risks and opportunities. Information on the
status of quantification is included against each risk and
opportunity disclosure
Page 50
CA s414CB(2f)
RISK MANAGEMENT
a) Describe the organisation’s processes for
identifying and assessing climate-related risks
IDENTIFYING CLIMATE-RELATED RISKS
Detailed descriptions of how our climate-related risks
and opportunities are managed
Page 49
CA s414CB(2b)
b) Describe the organisation’s processes
for managing climate-related risks
CLIMATE-RELATED RISKS AND OPPORTUNITIES
Climate-related risks are integrated into our overall risk
management process. We disclose how we manage our
relevant climate-related risks and opportunities in our
risk disclosure table
Page 50
CA s414CB(2b)
c) Describe how processes for identifying,
assessing, and managing climate-related risks
are integrated into the organisation’s overall
risk management
IDENTIFYING CLIMATE-RELATED RISKS
Our process for identifying climate-related risks takes into
account multiple sources and stakeholders. It is integrated
into our overall risk management process
Page 49
CA s414CB(2c)
METRICS AND TARGETS
a) Disclose the metrics used by the
organisation to assess climate-related risks
and opportunities in line with its strategy
and risk management process
TCFD METRICS AND TARGETS SUMMARY
Metrics and targets relating to our relevant climate-related
risks and opportunities are provided in a summary table
Page 54
CA s414CB(2h)
b) Disclose Scope 1, Scope 2, and,
if appropriate, Scope 3 greenhouse gas
emissions, and the related risks
CARBON EMISSIONS STATEMENT
Our carbon emissions statement outlines our Scope 1,
Scope 2 and Scope 3 business air travel emissions. We
include Scope 3 emissions data in our CDP Climate Change
submissions, published alongside this report (see wpp.com/
sustainabilityreport2024), as we have not yet undertaken
third party limited assurance over our full Scope 3 inventory
Page 55
CA s414CB(2h)
c) Describe the targets used by the
organisation to manage climate-related
risks and opportunities and performance
against targets
TCFD METRICS AND TARGETS SUMMARY
Metrics and targets relating to our relevant climate-related
risks and opportunities are provided in a summary table
Page 54
CA s414CB(2g)
TASK FORCE ON CLIMATE-RELATED
FINANCIAL DISCLOSURES STATEMENT CONTINUED
KEY Consistent
Partially consistent
48
STRATEGIC REPORT SUSTAINABILITY
WPP ANNUAL REPORT 2024
The relative significance of climate-related
risk relative to other risks is considered
both through the WPP double materiality
assessment (see page 36) for information on
the approach) and through the review of the
principal risks and uncertainties disclosure.
CLIMATE-RELATED RISKS
AND OPPORTUNITIES
WPP’s disclosure of relevant climate-related
risks and opportunities provided in this
section outlines the impacts we expect to
see on our business between now and 2030.
It includes qualitative disclosure of both the
impact on, and the resilience of, WPP’s
strategy. Details of the time horizons and
climate scenarios considered as part of this
assessment are included in the tables from
page 50.
We do not believe there is a material
financial impact of physical or transition
climate change risks on our current year
financial reporting. Further information
is provided in the Accounting policies
under 'Climate change considerations'
(see page 156). Climate-related issues are not
expected to be material in the short-term
planning horizon. Materiality is described in
our application of materiality (see page 191).
The risks and opportunities included in
this disclosure are considered as part of
the Group’s budget-setting processes.
For example, budgets related to the
delivery of our net zero programme are
considered by the functions responsible
for individual hotspots.
See pages 45 and 46
MATERIALITY DEFINITIONS
Financially material: the observed or
estimated impact exceeds the Group
materiality threshold as determined by
WPP’s double materiality assessment
See page 36
Impact material: the ESG topic is
identified as material through the
process outlined in WPP’s double
materiality assessment
See page 36
Relevant: an ESG topic which falls
below the materiality threshold, but
is identified by management as relevant
to users of this TCFD statement
IDENTIFYING CLIMATE-RELATED RISKS
The identification of climate-related risks and
opportunities includes input from multiple
sources and stakeholders. Annually, we
reconfirm the list of risks and opportunities
through analysis and interviews. This analysis
is informed by interviews with sustainability
and consumer experts from within WPP
agencies, as well as external data sources.
Recommendations on changes to the risks
and opportunities and associated disclosures
are reviewed by the Board Sustainability
Committee on an annual basis.
Sustainability risks, including climate-related
risks, are integrated into our overall risk
management processes. The implications,
including potential impact and actions
necessary to mitigate and monitor, are
reviewed by the Audit Committee on a
regular basis. Our overall risk management
process is outlined from page 73 and
extreme weather and climate-related natural
disasters are referenced within Environmental,
social and governance risk, within the
Principal risks and uncertainties disclosure
from page 78. WPP has established risk
committees at Group level and across our
networks with the aim of ensuring oversight
and focus at both levels to review, monitor
and advise on risk and compliance issues,
and climate risk is on their agendas.
See page 73
2019:
first TCFD statement
We are an early adopter of
the recommendations from
the TCFD, publishing our
first disclosure in our 2018
Annual Report
2021:
release near-term carbon
reduction targets
We are the first company in our
sector to include emissions from
media placement and advertising
production in our near-term targets
2022:
cross-functional climate risk
review workshops
These include representatives from
corporate functions including
sustainability, finance, real estate, legal,
communications, procurement and crisis
management and business resilience,
resulting in enhanced risk descriptions
and the integration of a risk about
delivering our carbon reduction targets
2025:
regulatory alignment
We will continue to align
our climate-related disclosures
with new reporting frameworks.
This includes the IFRS Sustainability
Standards and the Corporate
Sustainability Reporting Directive
EVOLUTION OF OUR CLIMATE-RELATED DISCLOSURES
2023:
Transition Plan operational
risk assessment
Potential delivery risks associated
with our carbon reduction targets
assessed to support the development
of our Transition Plan
2024:
double materiality assessment
Climate change is considered as part of our
double materiality assessment. The risks
and opportunities in this statement are
updated to ensure alignment
49
WPP ANNUAL REPORT 2024
TASK FORCE ON CLIMATE-RELATED FINANCIAL DISCLOSURES STATEMENT
SUSTAINABILITY STRATEGIC REPORT
KEY
Risk
Opportunity
Short-term
Medium-term
Long-term
WPP’S CLIMATE-RELATED RISKS AND OPPORTUNITIES
RISK OR OPPORTUNITY
POTENTIAL IMPACT AND RESILIENCE
MANAGEMENT
HIGH-CARBON
SCENARIO
LOW-CARBON
SCENARIO
VERY LOW-CARBON
SCENARIO
PHYSICAL RISKS AND OPPORTUNITIES
Increased frequency of extreme weather and climate-related natural disasters
Area of potential impact:
Expenditure
Link to Principal Risks: see
'environmental, social and
governance' on page 85
Includes chronic and acute
extreme weather which can
damage our buildings and
our employees’ homes,
jeopardise the safety and
wellbeing of our people and
has the potential to disrupt
our operations. We consider
this risk relevant to all
operations, however certain
geographies are more
exposed (eg coastal cities
including Chennai, New York,
Miami, Mumbai, and Shanghai)
We are currently unable to
fully isolate the impact of
climate change from other
drivers and therefore do not
publish a quantified value
Key assumptions: The physical impacts of climate change are broadly consistent across all
three scenarios considered and start to differentiate after 2050 (in line with the RCP and
SSP narratives). We are already experiencing increased exposure to extreme weather events
Impact: As the longer-term physical impacts of climate change increase, we have assumed
that WPP’s campuses, business continuity procedures and employee support systems
would require some additional investment above inflation to ensure continuity, minimise
risk to infrastructure and, more critically, our people. We would also need to diversify these
programmes to respond to increased climate-related migration, for example supporting
our people through relocations
Crisis management and
business resilience (see page
85): Provides global standards
for operational resilience;
strategy, governance, policy,
resources and training assets
to better plan for and respond
to crisis events of all types and
at all degrees of scale
Campuses (see page 33):
Our campus programme
enables centralisation of
emergency preparedness,
incident response and business
continuity procedures
Employee Assistance
Programme (see page 44):
Is activated in response to
climate-related extreme
weather events
Supporting colleagues
(see page 59): We provide
support for colleagues affected
by natural disasters
CLIMATE SCENARIOS
Details of the assumptions applied under each scenario are included against each risk and opportunity. These scenarios were selected to
cover a range of potential scenarios exploring how climate change could impact the business. We have used the Intergovernmental Panel
on Climate Change (IPCC) Representative Concentration Pathways (RCPs) to provide inputs and assumptions regarding decarbonisation
trajectories and physical impacts. The IPCC Shared Socioeconomic Pathways (SSPs) are used to provide social, economic and political inputs
and assumptions.
Description
High-carbon (more than 4oC)
Low-carbon (less than 2oC)
Very low-carbon (less than 1.5oC)
RCP alignment
RCP 8.5 - business as usual,
4-degree Celsius
RCP 2.6 - acceptable limit
2-degree Celsius
RCP 1.9 - net zero transition
1.5-degree Celsius
IPCC SSP alignment
SSP4 - a road divided
SSP2 - middle of the road
SSP1 - the green road
TIME HORIZONS
Time horizon
Time period
Internal time horizon alignment
Short-term
2024-2025
Annual reporting period
Medium-term
2025-2027
Scope 1 and 2 science-based reduction target (2025) and Transformation Programme (2027)
Long-term
2028-2030
Scope 3 science-based reduction target (2030)1
1 The long-term time horizon exceeds the period included in current financial planning, which covers a three-year time period
TASK FORCE ON CLIMATE-RELATED
FINANCIAL DISCLOSURES STATEMENT CONTINUED
50
STRATEGIC REPORT SUSTAINABILITY
WPP ANNUAL REPORT 2024
KEY
Risk
Opportunity
Short-term
Medium-term
Long-term
RISK OR OPPORTUNITY
POTENTIAL IMPACT AND RESILIENCE
MANAGEMENT
HIGH-CARBON
SCENARIO
LOW-CARBON
SCENARIO
VERY LOW-CARBON
SCENARIO
TRANSITION RISKS AND OPPORTUNITIES
Delivering carbon reduction commitments
Area of potential impact:
Expenditure
Link to Principal Risks: see
'environmental, social and
governance' on page 85
Delivering WPP’s Scope 3
carbon reduction targets
depends upon the adoption
of new technologies (some
of which have not yet been
conceived or created) and
business model innovations
across the supply chain.
We consider this risk relevant
to all geographies, however
it is more observable for
operations with larger
associated carbon emissions
(eg media and production)
We are currently unable
to fully isolate the costs
associated with our
Transition Plan from
other non-sustainability
programmes and
therefore do not publish
a quantified value
Key assumptions: Policy
support would be limited
and market-based solutions
prioritised. There would
be limited regulation and
reporting standards specific
to our sector, eg around
green claims and carbon-
based products. Clients,
consumers and existing
commitments would drive
decarbonisation
Potential impact: Increased
investment would be
required in building
renovation, electrification
and supplier engagement
to meet targets, including
developing internal ESG
capacity and capabilities.
Likely increase in the cost
of carbon removals required
to meet our carbon
reduction targets
Key assumptions: Policy
support would be limited to
markets currently advancing
policy. This includes the EU
and includes sector-specific
requirements. Market-based
solutions would still feature
heavily. Increased policy
action would embolden
client and consumer
expectations, resulting
in wider calls for
decarbonisation
Potential impact: Markets
with less policy support
and regulation may require
additional expenditure to
meet targets. Moderate
demand-led increase in
market price per tonne of
carbon removals required
to meet our carbon
reduction targets
Key assumptions: Policy
support would be
widespread, accelerating
progress towards net zero
across our value chain.
Market-based solutions still
utilised. Increased policy
action would embolden
client and consumer
expectations, substantially
accelerating the required
pace of change
Potential impact: Policy
support would accelerate
the pace of change, reducing
investment required to
deliver targets. More rapid
decarbonisation would
reduce pressure on the
carbon removals market,
and reduce overall cost
associated with meeting our
carbon reduction targets
Our transition plan (see
'Planet' on pages 45 and 46):
In 2021, we set near-term
science-based targets to
reduce our greenhouse gas
emissions in line with limiting
global warming to 1.5°C above
pre-industrial levels. Our
Transition Plan will address
how we are managing the
implementation of our carbon
reduction commitments
Changes in regulation and reporting standards
Area of potential impact:
Expenditure
Link to Principal Risks: see
'environmental, social and
governance' on page 85
WPP could be subject to
increased costs to comply
with potential future
changes in environmental
laws and regulations and
increasing carbon offset
pricing to meet its climate
commitments. Carbon
emission accounting for
marketing and media is in its
infancy and methodologies
continue to evolve. This is
particularly the case for
emissions associated with
digital media
We are currently unable to
isolate the impact of climate
change from other drivers
and therefore do not publish
a quantified value
Key assumptions: No new
disclosure standards and
reporting requirements
emerge. A lack of ESG
reporting regulation and
standards could lead to
mistrust of corporate
carbon emissions data,
climate commitments
and the advertising of
sustainable products and
services among consumers
and clients
Potential impact: Current
resourcing levels would
continue to meet
reporting obligations
Key assumptions: Emerging
disclosure standards and
reporting requirements in
markets currently enacting
legislation come into effect
Potential impact:
Additional investment in
internal capability building
(managed at a global level),
data capture, reporting
and assurance would be
required to meet the needs
of legislation, including in
the UK, US and EU where
legislation addressing ESG
reporting is currently
being enacted
Key assumptions: Disclosure
standards and reporting
requirements cover most
major geographies and
advance beyond what
is currently in place.
This includes the expansion
of reporting requirements
specific to the advertising
sector – eg relating to the
emissions facilitated through
the sale of products
and services
Potential impact: Further
additional investment in
internal capability building
(with localised expertise to
support local compliance),
data capture, reporting
and assurance would be
required to meet the needs
of this legislation
ESG reporting (page 36): We
are monitoring developments
in legislation relating to ESG
reporting and the regulation
of environmental claims, and
investing in internal capability
building in response
Work with integrity (page 56):
Our Green Claims Guide is
informed by guidance from
regulators and complemented
by a legal toolkit that has been
incorporated into our legal
clearance process
Offsetting (page 46): Our
Environment Policy covers how
we manage the cost and quality
of carbon credits purchased
to offset emissions we cannot
remove. We continue to
develop our offsetting strategy
as part of our Transition Plan
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51
WPP ANNUAL REPORT 2024
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SUSTAINABILITY STRATEGIC REPORT
KEY
Risk
Opportunity
Short-term
Medium-term
Long-term
RISK OR OPPORTUNITY
POTENTIAL IMPACT AND RESILIENCE
MANAGEMENT
HIGH-CARBON
SCENARIO
LOW-CARBON
SCENARIO
VERY LOW-CARBON
SCENARIO
Increased demand for sustainable products and services
Area of potential impact:
Revenue
Link to Principal Risks: N/A
Opportunity to grow
revenues from products
and services which support
clients as they seek to
decarbonise their businesses.
This may include developing
low carbon marketing, media
and ecommerce services,
developing sustainability-
focused brand strategies and
promoting sustainable
consumption to consumers
This opportunity is relevant
globally. We have not yet
quantified the scale of this
opportunity due to the
availability of data
Key assumptions: Under
this scenario we have
assumed that, while some
clients and consumers will
seek sustainable products
and services, the overall
rise in demand is limited
Potential impact: The
overall impact on Group-
level financial planning
processes would be limited
Key assumptions: Growth
in demand would be steady,
and revenue generated from
sustainable products and
services by 2030 would be
material with some markets
and services seeing more
growth than others
Potential impact: Budgets
and cash flow forecasts
would likely reflect an
investment in sustainability-
related skills, as well as new
sustainable product and
service offerings
Key assumptions: Growth
in demand would be rapid,
and sustainable products
and services would make
up a significant proportion
of revenues by 2030
across most markets
and service offerings
Potential impact: Budgets
and cash flow forecasts
would reflect the required
investment to meet the
opportunity. Significantly
increased investment in
employee capability
required, and growth
through acquisition may
be needed to meet demand.
Innovation and investment
in new products and services
would be extensive
Our approach to sustainability
(pages 40 and 41): Outlines our
commitment to developing
products and services which
enable our clients to adopt
leadership positions on climate
change and exceed the
expectations of consumers
Media
decarbonisation (page 46):
In 2024, GroupM piloted new
ways to estimate, optimise and
reduce emissions associated
with media placement
Advertising production
(page 46): We continue to
invest in generative AI and
virtual production technologies
that allow for more efficient
ways of generating content
Achieving resource efficiencies through cutting our carbon footprint and improving energy efficiency
Area of potential impact:
Avoided expenditure
Link to Principal Risks: N/A
Through carbon reduction
initiatives we have the
opportunity to decrease the
costs associated with energy
use and limit increased costs
associated with carbon
taxation. This relates both
to our buildings, and to
energy-intense activities
such as data storage. This
opportunity is relevant
globally
We are currently unable to
isolate the impact of climate
change from other variables
and therefore do not publish
a quantified range of impact
Key assumptions:
Policy support for
decarbonisation would
be limited, placing the
burden for decarbonisation
on private sector funding
Potential impact: Our
investment in our carbon
reduction strategy would
still achieve resource
efficiencies. However,
some decarbonisation
opportunities, including
technology-based solutions,
may not be available without
a supportive policy
environment, lowering the
impact of this opportunity.
This may increase our
overall expenditure on
carbon removals and offsets
required to meet our climate
commitments
Key assumptions: A greater level of policy support for
decarbonisation would widen the pool of opportunities
available to WPP. This includes greater proliferation of
electrified buildings, greater availability of electric vehicles
and greater innovation in value chain solutions. This would
accelerate the overall rate at which WPP could decarbonise
our operations and value chain
Potential impact: The greater availability of decarbonisation
options would accelerate the overall rate at which WPP
could decarbonise our operations and value chain. Overall,
this would lower our reliance on removal-based offsetting
and reduce the cost associated with meeting our climate
commitments
Our Transition Plan (see 'Planet'
on pages 45 and 46): In 2021,
we set near-term science-based
targets to reduce our
greenhouse gas emissions
in line with limiting global
warming to 1.5°C above
pre-industrial levels. Our
Transition Plan will address
how we are managing the
implementation of our carbon
reduction commitments
WPP’S CLIMATE-RELATED RISKS AND OPPORTUNITIES CONTINUED
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FINANCIAL DISCLOSURES STATEMENT CONTINUED
52
STRATEGIC REPORT SUSTAINABILITY
WPP ANNUAL REPORT 2024
KEY
Risk
Opportunity
Short-term
Medium-term
Long-term
RISK OR OPPORTUNITY
POTENTIAL IMPACT AND RESILIENCE
MANAGEMENT
HIGH-CARBON
SCENARIO
LOW-CARBON
SCENARIO
VERY LOW-CARBON
SCENARIO
Increased reputational risk associated with misrepresenting environmental claims in marketing and advertising content
Area of potential impact:
Fines, Revenue
Link to Principal Risks: see
'environmental, social and
governance' on page 85
Businesses and brands are
seeing continued scrutiny
of their role in driving
consumption. Our clients seek
expert partners who can give
recommendations that take
into account stakeholder
concerns around climate
change. This risk is globally
relevant, but in the short-term
is greater in geographies
with existing or emerging
regulation (Australia, EU,
US and UK)
We are currently unable to
isolate the impact of climate
change from other variables
and therefore do not publish
a quantified range of impact
Key assumptions:
Government regulation of
environmental advertising
and marketing claims would
likely be limited. There is
little risk of litigation
Potential impact: The risk
of fines or revenue losses
is negligible under this
scenario. We would
continue to invest in
training to support credible
environmental claims to
respond to consumer and
client concerns around
credibility. As government
regulation of environmental
advertising and marketing
claims has been enacted
in geographies including
Australia, EU and the UK,
we no longer consider
this scenario as relevant
Key assumptions:
Government regulation of
environmental advertising
and marketing claims is likely
to be centred on markets
already advancing climate
policy, in addition to
consumer and client concern
around credibility. This
includes the EU. The risk of
litigation increases in those
markets
Potential impact: Increased
investment in training and
capability would be required
to ensure advertising and
marketing content is
compliant
Key assumptions:
Government regulation of
environmental advertising
and marketing claims would
likely be widespread, in
addition to a significant
rise in consumer and client
concern around credibility.
There would be widespread
risk of litigation and the
potential for revenue losses
should our reputation for
credibility be jeopardised
Potential impact:
Investment in localised
training and capability
would be required to ensure
advertising and marketing
content is compliant
Policies, procedures and
culture (pages 74-76):
The misrepresentation of
environmental issues is
governed by our Code
of Conduct
Work with integrity (page 56):
We continue to develop and
implement internal tools,
including our Green Claims
Guide, to help our people make
effective environmental claims
which are not misleading in any
way
Accepting new assignments
(page 56): Our Assignment
Acceptance Policy and
Framework provides guidance
on how to conduct due
diligence in relation to clients
and any work we are asked
to undertake
Increased reputational risk associated with working on client briefs perceived to be environmentally detrimental
Area of potential impact:
Revenue
Link to Principal Risks: see
'environmental, social and
governance' on page 85
WPP serves some clients
whose business models are
under increased scrutiny, for
example energy companies
or associated industry groups
who are at different stages
of the decarbonisation
process. This creates both
a reputational and related
financial risk for WPP if we
are not rigorous in our content
standards as we grow our
sustainability related services
We are currently unable to
isolate the impact of climate
change from other variables
and therefore do not publish
a quantified range of impact
Key assumptions:
Government regulation of
environmental advertising
and marketing claims is
limited. There is little risk
of litigation
Potential impact:
We continue to develop
training to support credible
environmental claims to
respond to consumer and
client concerns around
credibility
Key assumptions:
Government regulation in a
limited number of markets
could outline definitions of
high-carbon products or
services that cannot be
advertised, but this is
restricted to the most
carbon-intense instances.
The risk of litigation
increases in those markets
Potential impact:
There is likely to be an
increased risk associated
with working on client
briefs perceived to be
environmentally detrimental.
Increased investment in
training and capability
is required to ensure
advertising and marketing
content is compliant
Key assumptions:
Government regulation
in a wide number of markets
may outline definitions of
high-carbon products or
services that cannot be
advertised and this covers
a wider number of instances
Potential impact:
There is widespread risk of
litigation and the potential
for revenue losses should our
reputation for credibility be
jeopardised. There is an
observable increased risk
associated with working on
client briefs perceived to be
environmentally detrimental.
Investment in localised
training and capability
would be required to ensure
advertising and marketing
content is compliant
Accepting new assignments
(page 56): Our Assignment
Acceptance Policy and
Framework provides guidance
on how to conduct due
diligence in relation to clients
and any work we are asked
to undertake
WPP’S CLIMATE-RELATED RISKS AND OPPORTUNITIES CONTINUED
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WPP ANNUAL REPORT 2024
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SUSTAINABILITY STRATEGIC REPORT
KEY
Target
Metric
METRICS AND TARGETS
Metrics and targets are used by WPP to assess and manage our climate-related risks and opportunities. As part of the process of preparing
this disclosure, we have considered the metrics set out by the TCFD in tables A1.1, A1.2 and A2.1 of the TCFD recommendations.
WPP RISK OR OPPORTUNITY
TCFD CATEGORY
INTERNAL TIME HORIZON ALIGNMENT
FURTHER DETAIL
Increased frequency of extreme
weather and climate-related
natural disasters
Physical risks
13% of headcount located in countries at 'extreme'
exposure to the physical impacts of climate change
in the next 30 years (2023: 12%)
Our campuses (page 33)
Changes in regulation and
reporting standards
Transition risks
Recalculate our baseline carbon emissions in line with
SBTi guidelines, as required every five years
Evolving our environmental
disclosures (page 46)
Delivering carbon reduction
commitments
Greenhouse
gas emissions
Reducing absolute Scope 1 and 2 emissions by 84% by
2025 and absolute Scope 3 emissions – including media
buying – by 50% by 2030, both from a 2019 base year
Our climate strategy
(page 45)
Offset residual emissions to reach net zero in our own
operations (Scope 1 and 2) by 2025 and across our
supply chain (Scope 3) by 2030
Our climate strategy
(page 45)
Sourcing 100% of our electricity from renewable
sources by 2025
Reducing Scope 1 and 2
emissions (page 45)
Absolute Scope 1 and Scope 2 emissions
Carbon emissions statement
(page 55)
Scope 1 and 2 carbon emissions per person and
per unit of revenue
Carbon emissions statement
(page 55)
Scope 3 carbon emissions
Reducing Scope 3 emissions
(page 45 and 46)
WPP CDP Disclosure 2024
(see wpp.com/
sustainabilityreport2024)
93%
electricity purchased from renewable sources
(2023: 88%)
Operational emissions
(page 45)
Capital
deployment
Updated environmental and social metrics linked to the
margin of WPP's revolving credit facility (February 2025)
Sustainability (page 37)
Remuneration
Integration of performance on Scope 1 and 2 carbon
reduction targets in executive remuneration
Compensation, succession
and evaluation (from
page 119)
Internal carbon
prices
£6.88 per tCO2e associated with business air travel
recharged to WPP agencies (2023: £6.93 per tCO2e)
Offsetting (page 46)
Increased demand for sustainable
products and services
Climate-related
opportunities
82% of our top 50 clients have set or committed to set
science-based carbon reduction targets (2023: 82%)
Supporting clients' emissions
reduction (page 46)
Achieving resource efficiencies
through cutting our carbon footprint
and improving energy efficiency
Climate-related
opportunities
Sourcing 100% of our electricity from renewable
sources by 2025
Reducing Scope 1 and 2
emissions (page 45)
Increased reputational risk
associated with misrepresenting
environmental claims in marketing
and advertising content
Transition risks
Expand the delivery of Green Claims training, with focus
on potentially higher-risk and higher-emissions sectors
Work with integrity (page 56)
Increased reputational risk
associated with working on
client briefs perceived to be
environmentally detrimental
Transition risks
Selected metrics marked with this symbol have been subject to independent limited assurance procedures by PricewaterhouseCoopers LLP (PwC) for the year ended 31 December 2024.
For PwC’s 2024 Limited Assurance Report and the WPP Sustainability Reporting Criteria 2024, see wpp.com/sustainabilityreport2024
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FINANCIAL DISCLOSURES STATEMENT CONTINUED
54
STRATEGIC REPORT SUSTAINABILITY
WPP ANNUAL REPORT 2024
EMISSIONS AND ENERGY1,2
CO2e EMISSIONS BREAKDOWN (TONNES/ENERGY (MWh)
2024
2023
2022
BASE
YEAR
2019
Emissions source
UK3
Non-UK
Total
Total
Total
Total
Continuing operations
Energy
MWh
Tonnes
of
CO2e
Energy
MWh
Tonnes
of
CO2e
Energy
MWh
Tonnes
of
CO2e
Tonnes
of
CO2e
Tonnes
of
CO2e
Tonnes
of
CO2e
Scope 1
Natural gas
7,598
1,540
8,838
1,791
16,436
3,331
3,787
4,443
6,299
Diesel and heating oil
1
0
781
203
782
203
494
698
541
Company cars (centrally contracted)
N/A
2
N/A
3,655
N/A
3,657
4,251
4,911
Sub-total Scope 1
7,599
1,542
9,619
5,649
17,218
7,191
8,532
10,052
18,175
Company cars (local contracts)
N/A
10
N/A
2,427
N/A
2,438
2,822
4,054
Total Scope 1
7,599
1,552
9,619
8,076
17,218
9,629
11,354
14,106
25,015
Scope 2
Standard electricity (location-based)
0
0
10,370
4,585
10,370
4,585
7,969
10,431
56,421
Green and renewable electricity (location-based)
17,514
3,626
119,023
45,411
136,536
49,037
45,937
41,558
27,324
Heat and steam
0
0
9,352
1,680
9,352
1,680
1,814
1,964
1,820
Total Scope 2 (location-based emissions)
17,514
3,626
138,745
51,676
156,258
55,302
55,720
53,953
85,565
Standard electricity (market-based)
0
0
10,370
4,570
10,370
4,570
8,154
10,032
60,750
Green and renewable electricity (market-based)
17,514
0
119,023
0
136,536
0
0
0
0
Heat and steam
0
0
9,352
1,680
9,352
1,680
1,814
1,964
1,820
Total Scope 2 (market-based emissions)
17,514
0
138,745
6,250
156,258
6,250
9,968
11,996
62,570
Total
Scope
1 and 2
Total Scope 1 and 2 (location-based)
25,113
5,178
148,364
59,752
173,476
64,931
67,074
68,059
110,580
Total Scope 1 and 2 (market-based)
25,113
1,552
148,364
14,326
173,376
15,879
21,322
26,102
87,585
Scope 3
Business air travel (centrally contracted flights)
N/A
N/A
N/A
61,894
59,793
34,315
122,967
Business air travel (locally contracted and uplifted)
29,757
15,894
21,347
Total Scope 3 (business air travel)
91,651
75,687
55,662
122,967
WPP’S CARBON INTENSITY (TONNES OF CO2e)
Intensity metric
UK
Non-UK
Total
2023
2022
2019
Total
Scope
1 and 2
Tonnes per full-time employee (market-based)
N/A
0.13
N/A
0.15
N/A
0.15
0.19
0.23
0.82
Tonnes per £m revenue (market-based)
N/A
N/A
N/A
N/A
N/A
1.08
1.44
1.81
6.62
Scope 3
Tonnes per full-time employee
N/A
N/A
N/A
N/A
N/A
0.85
0.67
0.48
1.15
Notes
1 Our carbon emissions statement has been prepared in accordance with the Greenhouse Gas Protocol and aligns with the Scope 2 market-based emissions methodology guidance. Our reporting
incorporates carbon dioxide equivalent emissions from building energy use, company cars and business air travel. Emissions data is included for all operations where WPP have control of the entity,
either through majority ownership of the equity share capital or through other facts and circumstances that lead to the conclusion that WPP has power over the investee
2 Additional information on our carbon emissions methodology is included in our 2024 Sustainability Report and WPP Sustainability Reporting Criteria 2024, see wpp.com/sustainabilityreport2024
3 In line with UK Streamlined Energy and Carbon Reporting (SECR) requirements, we have calculated our energy use and emissions for UK markets, showing in a separate column
Selected metrics marked with this symbol have been subject to independent limited assurance procedures by PricewaterhouseCoopers LLP (PwC) for the year ended 31 December 2024.
For PwC’s 2024 Limited Assurance Report and the WPP Sustainability Reporting Criteria 2024, see wpp.com/sustainabilityreport2024
CARBON EMISSIONS STATEMENT
55
SUSTAINABILITY STRATEGIC REPORT
WPP ANNUAL REPORT 2024
ACCEPTING NEW ASSIGNMENTS
We have a process in place to review new
assignments and clients. Each of our agencies
has a global risk committee, chaired by its
respective CEO, to ensure that leadership
has a full understanding of the risks across
businesses and markets.
See Risk Governance Framework on page 73
WPP agencies are required to follow
our Assignment Acceptance Policy and
Framework when taking on new business.
This applies to all client sectors and provides
guidance on how to conduct additional due
diligence in relation to clients and any work
they are asked to undertake. It requires
various categories of work to be considered
by our agencies’ risk committees, or
escalated to WPP for review.
GREEN CLAIMS
WPP’s Green Claims Guide contains
principles and practical tips for making
effective green claims that are not misleading
in any way. In 2024 we continued to roll out
green claims training to clients and partners:
– WPP and Burson ran a client event on
the EU Green Claims Directive with
the EU Commission, including green
claims training with clients and partners,
and a deep dive into what the Directive
means for brands
– We ran tailored training for potentially
higher-risk and higher-emissions clients
across consumer goods, retail, energy
and financial services
A significant amount of our work supports
clients’ efforts to achieve societal outcomes
that respond to changing consumer
expectations and drive growth in an
economy in transition.
We help clients deliver work that is creative,
credible and actionable, whether through
strategic expertise in sustainability, low-
carbon production and media distribution,
products and services that are sustainable
by design, or work that drives consumer
behaviour towards a more sustainable future.
For example, at the 2024 Super Bowl, VML
and Mindshare introduced Mayo Cat, inspiring
people to use Hellmann’s mayonnaise to
revitalise leftover food. Hellmann's Big Game
campaigns are helping change consumer
attitudes to food waste, resulting in
a 24.4% increase in #MakeTasteNotWaste
conversations on social media over the
last four years.
WORK WITH INTEGRITY
We are committed to honesty and integrity
in our work. We adhere to the highest
regulatory standards and we will not
undertake assignments that are intended
or designed to mislead or deceive. We work
hard to maintain strong compliance in areas
including ethics, human rights, privacy and
data security. These are covered in our Code
of Business Conduct and mandatory online
ethics training. Our agencies are required to
comply with copy-checking and clearance
processes with our legal teams before
publication of their work.
– We translated our green claims training
into e-learning as part of our new
Sustainability Academy, meaning this
is now accessible to everyone at WPP
on demand
WPP SUSTAINABILITY ACADEMY
In September we launched WPP’s
Sustainability Academy, part of our Future
Readiness Academies, to equip our people
with the skills and confidence to tackle
sustainability challenges and deliver smart,
sustainable solutions that help clients
address their own sustainability priorities
and impacts. Featuring interactive modules
and live masterclasses offering best practice,
insights and practical tips, the Academy helps
foster bold, creative thinking to help support
clients as they navigate sustainability issues.
SUSTAINABLE INNOVATION
We continue to create innovative, impactful
campaigns that are sustainable by design,
and that help clients deliver on their own
commitments, access new consumer
markets and respond to evolving consumer
and stakeholder expectations.
For example, VML worked with Ford to
design the world’s first seat belt accessory
to keep breast cancer patients safe after
a mastectomy. Ford, a global leader in
automotive safety and sustainability,
recognised an opportunity to make a
meaningful impact with SupportBelt,
developed with the input of patients, doctors,
engineers and designers to ensure comfort
and safety for post-operative women.
See more in the Clients section of our
2024 Sustainability Report
CLIENTS
We work for and with clients
to bring about change
CAMPAIGN AD NET ZERO
AWARDS
We were proud to win four awards
at the 2024 Campaign Ad Net Zero
Awards, which recognise organisations
driving behaviour change for a more
sustainable future.
VANISHING EMAILS
The energy used to store
promotional emails on servers
generates 3,200 tCO2e a day.
Vanishing Emails, a new tool
powered by Amazon Web
Services and created by VML
in partnership with Slalom,
deletes outdated promotional
emails to reduce the carbon
footprint of people’s inboxes.
As a result, over 200 billion
promotional emails were
deleted in the first year.
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USING AI SAFELY
We are dedicated to employing systems
that align with fundamental principles in
the responsible development and use of AI.
All AI models and platforms used by WPP
are reviewed by a multidisciplinary team
to assess them from a legal, ethical and
technical perspective. We have been
training WPP people since 2019 to ensure
they use AI responsibly and effectively,
taking into account the use of personal
data, privacy and intellectual property (IP)
laws, and confidentiality.
In 2024 we continued to develop and
enhance our AI governance approach,
further updating our policies and
establishing our AI-vendor review process.
In addition to our Generative AI Principles,
in 2024 we published our AI Principles,
acknowledging our broader use of AI and
with it our responsibility to understand,
monitor and evaluate this evolving
technology on an ongoing basis.
AI GOVERNANCE
We established a Generative AI Governance
Committee to oversee the application,
adoption and risks associated with AI across
WPP. This Committee includes the CEO,
CTO and Chief Privacy Officer and other
senior stakeholders in the business with
responsibility for the safe and responsible
use of AI within the Company.
The Committee has carried out a risk
assessment, which can be found on page 79
AI AND SUSTAINABILITY
We are committed to better understanding
and managing the environmental impacts
of AI, exploring ways to improve energy
efficiency in the design and development
of our new AI-enabled technologies and
products. And we partner with some of the
most advanced technology providers in the
world who are prioritising their own emissions
reduction and sustainability strategies.
Efficiencies unlocked by AI are amplified
through scale. We encourage the adoption
of AI across our workforce. For example,
our Future Readiness Academies equip our
people with the knowledge and skills to
navigate the complexities of AI and use
it responsibly, ethically and efficiently.
WORKING WITH INDUSTRY
WPP welcomes government guidance and
regulatory frameworks that set guardrails
for responsible stewardship of AI, data and
technology, while recognising the need to
highlight the possibilities they offer. Through
active engagement with industry bodies
including the Advertising Association in the
UK and the Network Advertising Initiative in
the US, we are able to monitor and influence
the changing regulatory landscape.
A transparent and accountable approach
to data, privacy and AI is important for
clients, consumers and WPP. We go beyond
the legal minimum to maintain the highest
ethical standards.
OUR APPROACH TO DATA
We have well-established and robust
governance in place for data privacy and
risk management. A continued focus on
privacy-enhancing technologies in adtech,
evolving data privacy laws and increased
regulation mean adaptation and agility
are key tenets of our approach.
Advertising should respect privacy while
delivering exceptional value for consumers
and advertisers. That’s why Choreograph,
our data company was specifically designed
to help clients get more out of their data
while taking an ethical approach.
In 2023, GroupM and Google Chrome
launched a global initiative focused on
Privacy Sandbox technologies. We remain
committed to collaborating closely with
our partners, including Google, on the
development and refinement of these
technologies. This ongoing collaboration
will enable us to provide our clients with
innovative and sustainable advertising
strategies that drive continued success
while respecting user privacy.
A strong approach to governance,
privacy and security
PRIVACY AND SECURITY
We have strong systems in place to ensure
privacy and security for ourselves, our
clients and our suppliers.
– The Risk Subcommittee regularly reviews
and monitors our data ethics, privacy
and security risk, as well as our approach
to regulatory and legal compliance
– Our Chief Privacy Officer leads our
work on privacy, supported by our Data
Protection Officer. Alongside the WPP
privacy team, they provide practical
support to our agencies, promote best
practices and ensure that privacy risks
are well understood
– The WPP Data Privacy and Security
Charter (reviewed and updated
throughout the year) sets out core
principles for responsible data
management through our Data Code
of Conduct, our technology, privacy
and social media policies, and our
security standards
– Safer Data training, which includes
content on data protection, security
and privacy, must be completed by all
new and current employees, as well
as consultants. Throughout the year,
agency and subject matter-specific
training is provided across WPP.
This has included sessions focused
on new regulations such as the Digital
Personal Data Protection Act in India
– Our privacy teams establish direct
relationships with their client
counterparts to ensure engagement
and alignment, as well as organising
training across WPP and client teams
– Our annual Data Health Checker provides
insight into how data is used, stored and
transferred and helps us to identify any
parts of the business that need further
support. In 2024, the average risk score
was 1.56 (2023: 1.61), where five indicates
maximum risk
AI AND DATA ETHICS,
PRIVACY AND SECURITY
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COMMUNITIES
In India, our multi-award-winning WPP
India Foundation is transforming the lives
and livelihoods of young people and their
families through a targeted programme
of interventions. The Foundation, which
is both a grant-giving and employee
volunteering platform, aims to increase
secondary school retention, improve
learning outcomes, and enhance job
readiness with a focus on digital and
creative transformation skills.
In Australia, we released our Innovate
Reconciliation Action Plan, the second
plan to be endorsed and accredited by
Reconciliation Australia. The new two-year
plan will help enhance the way WPP builds
First Nations cultural thinking into our client
offering, as well as outlining our commitments
across five key pillars to ensure we are
supporting First Nations communities.
In February this year, to mark Black History
Month, we announced a new collaboration
with Realize the Dream, the non-profit
founded by Martin Luther King III. WPP
agencies will use their capabilities to
support the aim of achieving 100 million
hours of community service by the
100th anniversary of Dr King's birthday.
We believe that good communications
can help bring about shifts in attitudes
and behaviour.
We help amplify the impact of charities
and non-governmental organisations by
providing marketing and creative services,
often on a pro bono basis.
This work is mutually rewarding and often
worth more than an equivalent cash donation,
helping to improve fundraising efforts, recruit
new members, change behaviour or achieve
campaign goals. It also gives WPP people
the chance to work on fulfilling, impactful
and sometimes award-winning campaigns
that build their skills and raise the profile
of our agencies.
SUPPORTING OUR COMMUNITIES
We encourage our people to use their
creativity and expertise to contribute
to issues they are passionate about.
We have a long tradition of pro bono work
covering a range of issues from the arts
to conservation, health and human rights.
Our established Foundations and active
network of Green Teams around the world
provide a platform for people to act.
We use our skills, scale and voice
to support healthy communities
EARTH DAY 2024
To celebrate Earth Day 2024, our
Green Teams brought people together
across 34 WPP campuses and online
to learn, share and engage in more
than 120 activities aimed at making a
positive impact on local environments:
– In Atlanta, volunteers completed a litter
pick in Grand Park
– Beijing hosted a week of activities
focused on ‘turning waste into treasure’
– Berlin launched a mobile phone
recycling scheme in partnership with
Deutsche Telekom
– Dubai hosted a beach cleaning day with
a session on mitigating marine waste
– Other activities included tree planting,
cleaning up local waterways, community
gardening, preloved swap shops and
much more
VML FOUNDATION CELEBRATES
20 YEARS OF GIVING
One day a year for the past 20 years,
VML has closed its offices worldwide
and asked its employees to spend
the day volunteering for local causes
instead of working. Since the initiative
began, VML has collectively supported
more than 250 non-profit causes.
The VML Foundation surpassed
$3.2 million in charitable donations in
2024, as well as supporting pro bono
services for non-profits, year-long
volunteer opportunities, disaster
relief efforts and more.
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LIFE-CHANGING CLIENT WORK
We are proud to deploy our creativity to
rethink the status quo. In 2024, campaigns
included Grey’s Sightwalks for Sol Cements,
which helped visually impaired people
navigate city streets guided by tactile
pavements. The campaign was hailed as
a breakthrough in inclusive design and
won eight Cannes Lions.
Filter Caps by Ogilvy, which co-developed
biodegradable filter caps for water bottles,
helped deliver safe water to vulnerable
communities across Colombia, and was
named one of TIME magazine’s best
inventions of 2024.
And AKQA's Sounds Right, in partnership
with Spotify, was a world-first initiative
that allowed artists to credit nature so
that royalties from natural sounds can
fund conservation projects.
PROMOTING INCLUSION
AND BELONGING
We continue to invest in programmes
to promote inclusion and a culture of
belonging. These include some of the
initiatives that received funding through
our three-year Racial Equity Programme,
which concluded in 2024, to invest
$30 million in inclusion programmes
and supporting external organisations.
For example, for the second year running
we partnered with The One Club for
Creativity to launch One School UK, a free
16-week portfolio school for Black creatives.
This programme supports emerging talent
by breaking down barriers to entry in the
creative industries, building a more diverse
talent pipeline for the future.
SUPPORTING OUR COLLEAGUES
In 2024 we supported our communities
around the world affected by war and
natural disasters. For colleagues based
in Lebanon and Israel, we provided direct
assistance as soon as conflict broke out
including an emergency financial fund and
help for people moving to safety.
After severe flooding in Brazil, we provided
support to 50 displaced employees that
included hardship allowances and access
to emergency medical aid. And in the
wake of the California wildfires, during
which 47 WPP employees were evacuated,
we put in place emergency provisions
including medical insurance and funds
to cover temporary accommodation.
WHAT WE GAVE IN 2024
PRO BONO WORK
(£m)
CASH DONATIONS
(£m)
COMBINED SOCIAL INVESTMENT
(£m)
WPP media agencies negotiated
free media space worth £17.8 million
on behalf of pro bono clients
(2023: £19.5 million).
Our combined social investment as
a proportion of profit before tax was
0.9% (2023: 0.8%).
£26.9m
total social contribution
(2023: £32.1 million)
Our total social contribution, taking
into account cash donations, pro bono
work, in kind contributions and free
media space was £26.9 million
(2023: £32.1 million).
See more in the Communities section
of our 2024 Sustainability Report
9.0
2024
2023
2023
4.6
4.6
3.6
2024
2023
2023
4.5
4.5
12.6
2024
2023
2023
9.1
9.1
Scan the
QR code
WAITING TO LIVE
CLIENT:
NHS BLOOD &
TRANSPLANT
AGENCY:
VML
Poignantly highlighting the
unseen wait for child organ
transplants in the UK
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SUSTAINABILITY STRATEGIC REPORT
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COMMUNITIES
PUBLIC POLICY
Business can make a valuable contribution
to the public policy debate
To protect the public interest, it is
important that we conduct all lobbying
with integrity and transparency.
Most of our public policy work is carried out
for clients by our public affairs businesses,
including lobbying public officials and
influencing public opinion. We also advocate
on issues that affect our business, people
and wider stakeholders.
Our agencies engaged in public affairs
included Burson and FGS Global in 2024.1
The majority of this work took place in the
US, UK and EU, although many clients are
multinational businesses operating in
many countries.
OUR STANDARDS
Our Code of Business Conduct and Political
Activities and Engagement Policy govern
our political activities. They commit us to
acting ethically in all aspects of our business
and to maintaining the highest standards
of honesty and integrity. Political activities
should be conducted legally, ethically and
transparently, and all related communication
should be honest, factual and accurate.
Our policies apply to all agencies and
employees, at all levels.
Our Group Chief Counsel has responsibility
for developing and implementing our
Political Activities and Engagement Policy
and public reporting procedures. Agency
CEOs and CFOs in each country or region
are responsible for implementing the
policy locally.
Any third parties conducting political
activities on behalf of WPP or our agencies
must comply with the policy. Third parties
are required to complete WPP mandatory
ethics training or equivalent within their
own organisations.
WPP agencies comply with all applicable
laws and regulations governing the disclosure
of public affairs activities. In the US, this
includes the Lobby Disclosure Act and the
Foreign Agent Registration Act, which are
designed to achieve transparency on client
representation and require lobbying firms to
register the names of clients on whose behalf
they contact legislators or executive branch
personnel. A number of our agencies, and
WPP plc, are listed on the EU Transparency
Register of lobbying activities.
Our agencies in the US whose sole or primary
business is lobbying have representatives
of both major political parties among
senior management.
Many of our agencies are members of
professional organisations and abide by
their codes of conduct. Examples include
the UK Association of Professional Political
Consultants and the European Public Affairs
Consultancies’ Association.
We will not undertake work that is intended
to mislead and always seek to identify the
underlying client before taking on work.
Our Assignment Acceptance Policy and
Framework provides guidance to our leaders
and people about how to conduct additional
due diligence in relation to clients and any
work we are asked to undertake.
See page 56
LOBBYING AND POLITICAL ADVOCACY
At times we directly contribute to the debate
on public policy issues relevant to our
business, people and wider stakeholders.
For example, we engaged with the UK
government on its AI regulatory framework
by hosting the AI Minister at a policy event
and providing insight into AI systems.
Additionally, we engaged extensively with
the Department for Business and Trade on
the 2035 Industrial Strategy. WPP is also
represented in the Professional Business
Services Council, which is co-chaired by a
UK minister. Where relevant, we contributed
to the public policy debate on other issues
such as the EU’s rules on green claims via a
client event with the European Commission
held in Brussels.
We also support clients’ advocacy on a
wide range of issues, through both pro bono
and paid work. Our agencies contribute to
public policy debate in areas where they
have expertise and a special interest, such
as privacy, data protection and AI issues.
WPP agencies must implement clear
procedures for employing serving or former
politicians, including a six-month 'cooling-off'
period for people joining WPP from public
office or the public sector.
POLITICAL CONTRIBUTIONS
WPP agencies are not permitted to make
direct cash donations. Other political
donations can only be made with the
prior written approval of a WPP Executive
Director. Donations must be reported to
WPP's legal function before they are made
to confirm they comply with this policy
and to obtain the necessary approvals.
POLITICAL ACTION COMMITTEES
In countries where it is consistent with
applicable law, individuals working at WPP
agencies may make personal voluntary
political contributions directly to candidates
for office. Burson also maintained political
action committees in 2024, which accept
voluntary donations from their people to
support political candidates and made
disbursements worth $48,610 (data from
fec.gov).
MEMBERSHIP OF TRADE ASSOCIATIONS
WPP and our agencies are members of
industry groups, business associations and
other membership organisations with robust
governance processes. WPP agencies must
nominate a senior manager to manage and
oversee trade association relationships.
We actively support initiatives and projects
that align with our values and priorities,
such as Ad Net Zero. This can help accelerate
progress across the industry. For example,
we are supportive of Ad Net Zero's work
to agree a consistent and transparent
methodology for calculating emissions
from media placement.
WPP’s memberships include: the American
Benefits Council, Business Disability Forum,
China-Britain Business Council, Institute of
Business Ethics, Living Wage Foundation,
Media Trust, RE100, UN Global Compact,
Unmind and The Valuable 500.
At a local level, our agencies are often
members of local advertising, PR, public
affairs and market research industry
associations, as well as national chambers
of commerce and business councils.
1 WPP disposed of FGS Global in December 2024
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STRATEGIC REPORT SUSTAINABILITY
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SUPPLY NETWORK
The wide range of services we offer and
our organisational structure mean we
have to manage a complex and dynamic
supply chain.
We work with approximately 70,000
companies across our supply network.
Our suppliers fall into two main categories:
those providing goods and services such
as IT, telecommunications and travel, and
those used in client work such as production
and media.
In 2024 our responsible procurement team
continued to strengthen how we manage
environmental, social and governance issues
in our supply chain, focusing on supply chain
risk and Scope 3 decarbonisation.
We are committed to inclusion in our
purchasing lifecycle, both internally and
for the benefit of our clients.
SUPPLY CHAIN RISK
We continually review our supply chain risks
and carry out due diligence on our suppliers
to help us select suppliers that meet our
requirements when it comes to doing
business responsibly.
In 2024 we continued to evolve our
approach to supply chain risk assessments.
Key suppliers across each procurement
category have been assessed and we are
able to manage specific risks associated
with those suppliers. The next phase will
see us establish a framework for supplier
relationship management, which will include
risk management as an integral element.
Suppliers are asked to sign a copy of
WPP’s Code of Business Conduct, or prove
equivalence within their own policies as a
pre-condition to engagement to confirm
they will comply with its principles.
Our Code of Business Conduct requires
suppliers to apply similar standards to
companies within their own supply chains,
including evidencing social responsibility
and anti-discrimination in their cultures,
behaviours and attitudes.
WPP also includes a right-to-audit provision
in the supplier documentation and/or
standard terms and conditions of contract.
CARBON REDUCTION
We are committed to halving carbon
emissions across our supply chain by 2030,
from a 2019 baseline. We know that the
complex nature of our supply chain makes
this target ambitious, but it's one we are
determined to reach.
In 2023, we analysed our indirect suppliers’
carbon footprint in detail, identifying
those carbon strategic suppliers we can
engage with to help bring down emissions.
In 2024, we continued to strengthen our
understanding of supply chain emissions
and established a repeatable process for
mapping our suppliers’ carbon footprint.
We now know that just 138 suppliers
contribute 56% of our total indirect
purchased goods and services emissions.
We have assessed the maturity of these
suppliers’ emissions reduction plans and
embarked on an outreach and engagement
plan to collectively work towards
decarbonisation of our supply chain. This
will remain a priority in 2025 and beyond.
HUMAN RIGHTS
Respect for human rights is a fundamental
principle for WPP. In our business activities
we aim to prevent, identify and address
negative impacts on human rights.
We look for opportunities to promote and
support human rights, including children’s
rights, through our business activities and
in areas such as our pro bono work.
All WPP agencies must comply with our
Human Rights Policy Statement, which
reflects international standards and
principles including the UN Guiding
Principles on Business and Human Rights,
the International Labour Organization’s
Declaration on Fundamental Principles and
Rights at Work, and UNICEF’s Children’s
Rights and Business Principles.
Our most direct impact on human rights
is as a major employer. We recognise the
rights of our people, including those relating
to freedom of association and collective
bargaining, and do not tolerate harassment
or any form of forced, compulsory or
child labour.
We work with clients to manage any human
rights risks from marketing campaigns, for
example by protecting children’s rights in
relation to marketing. We will not undertake
work that is intended to mislead on human
rights or any other issue.
Our people can report concerns or suspected
cases of misconduct through our Right to
Speak facility (which is confidential and
allows for anonymity).
See Whistleblowing on page 75
MODERN SLAVERY
We do not tolerate any form of modern
slavery or human trafficking in any part
of our business or supply chain.
We recognise the prevalence of modern
slavery across all countries. Modern slavery
training is mandatory for all procurement
employees upon joining WPP.
To strengthen how we identify and manage
modern slavery risk in our indirect supply
chain, in 2024 we continued to work with
third-party service provider SlaveCheck
to explore how their 'collective intelligence'
model can help identify and flag potential
slavery risks or incidences within global
supply chains.
Our global supplier agreement includes a
specific clause relating to modern slavery
compliance. We reserve the right to terminate
a contract with any supplier found to breach
or fail to comply with any legislation relating
to modern slavery.
Our Modern Slavery Act statement is
approved by the Board on an annual basis.
Modern Slavery Act Transparency Statement,
wpp.com/modern-slavery-act-statement
Understanding our network of suppliers
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SUSTAINABILITY STRATEGIC REPORT
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CHIEF FINANCIAL
OFFICER’S STATEMENT
THE EFFICIENCY INITIATIVES
WE ARE IMPLEMENTING WILL
SUPPORT OUR AMBITION TO
DELIVER MORE PROFITABLE
GROWTH OVER THE
MEDIUM-TERM, AS WELL
AS CONTINUED INVESTMENT
IN WPP OPEN, AI, DATA AND
OUR TALENT”
JOANNE WILSON
CHIEF FINANCIAL OFFICER
On a regional basis, these factors resulted
in like-for-like declines in North America, the
UK and Asia, which was only partially offset
by growth in Western Continental Europe.
Across our key client sectors, we delivered
mid-single-digit growth in CPG, our largest
client sector, with growth in automotive,
TME, financial services and travel and leisure.
This was offset by declines in healthcare and
retail, largely as a result of historical client
losses, and while technology client spending
declined low single-digit on a full-year basis,
we did, as expected, see a return to growth
in the second half of the year with sequential
improvement from Q3 into Q4.
STRONGER OPERATING MARGIN
Despite the softer top-line performance,
our headline operating margin increased
to 15.0%, up from 14.8% in 2023, a
0.2 percentage point improvement on
a reported basis and 0.4 percentage points
in constant currency terms.
STRUCTURAL COST SAVINGS
This margin improvement was driven
by strong progress on the realisation
of structural cost savings from the
strategic initiatives we undertook in 2024 –
the creation of Burson and VML and the
simplification of GroupM. I would like
to thank each of the teams involved for their
hard work in making these so successful.
Integral to our strategy over the past year
has been the imperative to execute more
efficiently, by unlocking structural and
other cost savings, improving our cash
conversion and investing for growth.
In 2024, we made good progress across
these areas: structural cost savings associated
with the creation of VML and Burson,
and the simplification of GroupM, are being
delivered ahead of plan; we improved our
cash conversion; and we are investing in
AI through WPP Open to transform how
we work, getting from ideas to results
more efficiently and effectively.
Our top-line performance was, however,
weaker than we expected at the start of
the year. Like-for-like revenue less pass-
through costs fell by 1.0% for the year, which
was at the low end of our revised guidance
shared during our half-year results. This was
driven by three factors that impacted our
performance throughout the year – historical
client assignment losses, a more challenging
trading environment in China and weaker
project-based spending.
The impact from these factors was most
evident in our integrated creative agencies.
Partly offsetting this, we delivered growth
at GroupM, our media planning and
buying business, and Hogarth, our
production agency.
As a result of these actions, we are now
a simpler company with fewer brands and
more streamlined back office support, able
to optimise our investments in client-facing
roles, in our capabilities and in our client
technology, providing a stronger foundation
for future growth. By way of example,
GroupM now operates on one global
technology platform, WPP Open Media
Studio, with common support functions
across all our media agencies.
These initiatives delivered in-year cost
savings of £85 million in 2024, equivalent
to 68% of the 2025 annualised saving of
£125 million, and ahead of our original plan
to deliver 40-50% of these savings in 2024.
MORE EFFICIENT BACK OFFICE
We also made good progress in our
back office efficiency programme across
enterprise technology, finance, procurement
and real estate.
We continued our enterprise resource
platform deployment, driving standardisation,
better and more timely commercial insights
and improved operational efficiency. We
rolled out Maconomy in certain markets
in Europe, Middle East, Africa and South
America, and will go live with Workday in VML
and Ogilvy in the UK in the first half of 2025.
More than 1,000 legacy servers were
decommissioned in 2024, with over 60% of
workloads now moved to the cloud. We also
invested in AI tools to be used across WPP,
including Microsoft Copilot, to improve our
efficiency across back office functions and
strengthen the capabilities of WPP Open
for our agencies.
Stronger margin and improved cash
conversion, despite top-line pressures
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WPP ANNUAL REPORT 2024
STRATEGIC REPORT
Our first priority is to invest in our business
with a focus on WPP Open, AI and data. Cash
investment in 2024 was £250 million, focused
on enhancements to tools and functionality,
as well as the deployment of WPP Open
across our teams and roll-out to new and
existing clients.
We maintain a progressive dividend policy,
with a target payout ratio of around 40%
of headline earnings per share. For 2024 the
Board has recommended a flat final dividend
of 24.4p, giving a total dividend of 39.4p
for 2024, level with 2023 and representing
a cash return to shareholders of over
£420 million. This dividend will represent
a payout ratio of 45% of headline earnings
per share, slightly above our target level,
but consistent with the commitment
to a progressive dividend and reflecting
the Board’s confidence in future growth
and improving profitability.
The third leg of our capital allocation policy
is to invest in targeted M&A opportunities
that strengthen and accelerate our
capabilities in high-growth areas. In 2024,
we acquired New Commercial Arts, a
fast-growing independent creative agency,
which joined Ogilvy’s global creative
network to drive the agency’s momentum
in the UK market.
And finally, where we have excess cash
we will return it to shareholders, as we
have demonstrated in recent years.
Our capital allocation policy is underpinned
by the commitment to a strong, investment-
grade balance sheet, and in December 2024
we repurchased €599 million of bonds using
proceeds from the sale of FGS Global.
Our average adjusted net debt to headline
EBITDA ratio for 2024 was 1.80x. This is slightly
above our target range of 1.5-1.75x, reflecting
the timing of the completion of the disposal
of FGS Global late in the year.
OUTLOOK
The macroeconomic volatility and
geopolitical uncertainty that characterised
2024 continues as we begin 2025. With that
backdrop we have set our guidance for
revenue less pass-through costs on a
like-for-like basis at flat to -2.0%.
We believe that the strategic progress we
made in 2024 and the investments we are
making in 2025 will support delivery of our
medium-term financial targets, and returning
to growth is a top priority for everyone
at WPP.
Across enterprise technology and finance,
we continue to optimise our shared finance
service centres, offshoring more back office
processes and driving further automation
and efficiencies in the work we do to
support our agencies.
In 2024, we invested in our Global Delivery
Centres (GDCs) with a capability hub
headquartered in India, accessible to
all WPP agency teams and providing
services with capabilities from hyper-
personalisation and composable commerce
to cloud modernisation and product
engineering. Prashant Mehta joined
WPP in 2024 from Accenture as Managing
Director to lead the GDCs.
Our category-led procurement model is
proving successful in consolidating spend
by sub-category to drive further savings.
In real estate, we continued to consolidate
leases and deliver savings from our ongoing
campus programme, replacing multiple
smaller, less efficient offices with fewer,
larger, more modern sites. Seven new
campuses opened during the year.
You can read more about these cost
initiatives on page 32
IMPROVED CASH CONVERSION
Our adjusted operating cash flow was
£1.5 billion, up from £1.3 billion in 2023.
This improvement was driven by our
disciplined focus on working capital
management, leading to a year-on-year
inflow of £117 million, compared to an
outflow of £260 million in the prior year.
This in turn improved our operating cash
flow conversion of headline operating
profit to 86%, up from 73% previously.
Our improved cash performance, combined
with the sale of our majority stake in FGS
Global, resulted in year-end adjusted net
debt of £1.7 billion, a £0.8 billion reduction
year-on-year, helping to strengthen our
balance sheet.
£1.7bn
year-end adjusted net debt
(2023: £2.5bn)
DISCIPLINED CAPITAL ALLOCATION
We maintain a consistent and disciplined
approach to our capital allocation, supported
by a focus on delivering improved cash flow
conversion to achieve our medium-term
targets while paying a sustainable and
progressive dividend to our shareholders.
During 2025 we will continue to deliver
on the fourth pillar of our strategy, executing
efficiently to drive financial returns. We
expect to hold headline operating margin
flat compared to 2024, excluding any impact
from foreign exchange movements, with
annualised structural cost savings and
continued disciplined cost management
offsetting top-line pressures, a small margin
drag from the FGS Global disposal and
increased investment in WPP Open, AI
and data.
While we have made good progress on
unlocking cost savings and delivering strong
cash flows, there is more work we can, and
will, do to ensure our operations are efficient
and support an optimal investment allocation
for future growth. As part of this, we are on
track to deliver the remaining £40 million of
annualised structural cost savings in 2025
and further efficiency opportunities across
both our back office and commercial delivery.
Finally, we expect an improvement in
adjusted operating cash flow before working
capital, driven primarily by a meaningful
reduction in our cash restructuring costs
from £275 million in 2024 to around
£110 million in 2025.
We have reaffirmed our financial targets for
the medium term: 3%+ like-for-like revenue
less pass-through costs growth, 16-17%
headline operating margin, and at least 85%
operating cash flow conversion of headline
operating profit. We will maintain our
average adjusted net debt to EBITDA target
ratio at between 1.5-1.75x and an investment-
grade balance sheet.
2024 was a year of significant strategic
progress at WPP, despite challenging trading,
and I would like to take this opportunity to
recognise the hard work and commitment
from colleagues across our business and to
thank them for their contribution in 2024.
I look forward to working closely with all
colleagues in the year ahead to deliver our
goals and improved returns for shareholders.
See Financial Review on page 68
for further details
Joanne Wilson
Chief Financial Officer
28 March 2025
63
WPP ANNUAL REPORT 2024
CHIEF FINANCIAL OFFICER’S STATEMENT
STRATEGIC REPORT
FINANCIAL OVERVIEW
Our medium-term financial framework is focused on driving more
profitable growth and improving our cash generation, supported
by a disciplined capital allocation framework
2024 FINANCIAL HIGHLIGHTS
(1.0)%
like-for-like growth in revenue
less pass-through costs
(2023: 0.9%)
15.0%
headline operating margin
(2023: 14.8%)
86%
adjusted operating cash
flow conversion2
(2023: 73%)
1.80x
average adjusted net debt/
headline EBITDA2
(2023: 1.83x)
Revenue less pass-through
costs growth declined 1.0%
in 2024, driven by historical
client losses, a challenging
environment in China, and
weaker project-based spending
Our headline operating
margin increased to 15.0%,
up 0.2 percentage points
(+0.4 on a like-for-like basis1),
reflecting structural savings
and disciplined cost control,
while increasing investment
in WPP Open, AI and data
Adjusted operating cash
flow grew to £1.5 billion
(2023: £1.3 billion), benefiting
from strong working capital
management, leading to an
improvement in conversion
from headline operating
profit to 86%
Adjusted net debt at the
end of 2024 was £1.7 billion,
£0.8 billion lower than in 2023
(£2.5 billion), reflecting cash
generation and proceeds from
the disposal of FGS Global.
Average adjusted net debt was
£3.5 billion (2023: £3.6 billion)
MEDIUM-TERM FINANCIAL TARGETS
3%+
like-for-like growth in revenue
less pass-through costs
16-17%
headline operating margin
85%+
adjusted operating
cash flow conversion
1.5-1.75x
average adjusted net debt/
headline EBITDA³
Accelerate our organic growth
through scale and innovation
In the last two years our
top-line growth has not been
where we would expect it to
be. We are confident however
that our strategy, including
our investment in WPP Open,
AI and data, will enable us to
achieve our target growth
rate of at least 3% across the
medium-term
Enhance profitability through
cost savings and efficiencies
The strategic actions we are
taking to deliver structural
cost savings and front and
back office efficiencies will
underpin margin expansion,
while continuing to invest
in our business. This, together
with stronger top-line
performance, will support
delivery of our medium-term
margin target of 16-17%
Consistent and stronger
cash generation
We aim to deliver more
consistent and stronger
cash generation, and have
a medium-term target for
85%+ conversion of headline
operating profit into adjusted
operating cash flow
Maintain our investment
grade balance sheet
We have an investment
grade credit rating from
two prominent credit ratings
agencies, Moody's and S&P .4
We aim to maintain our
investment grade status and
target a leverage ratio of
average adjusted net debt/
headline EBITDA of 1.5-1.75x
Disciplined capital allocation
– Prioritise investment to drive organic growth in our business, particularly in the areas of WPP Open, AI and data
– Maintain our policy of paying a progressive dividend with a payout of headline earnings per share of around 40%
– Invest in targeted acquisitions that strengthen and accelerate our capabilities in high-growth areas
– Return excess cash to shareholders
1 Excluding foreign exchange movements
2 Conversion ratio of headline operating profit of £1,707 million (2023: £1,750 million) as a percentage of adjusted operating cash flow of £1,460 million (2023: £1,280 million)
3 Average adjusted net debt/headline EBITDA (including depreciation of right-of-use assets)
4 WPP's credit ratings: Moody’s – Baa2 stable outlook (April 2024); S&P – BBB stable outlook (June 2024)
WPP ANNUAL REPORT 2024
64
STRATEGIC REPORT
KEY PERFORMANCE
INDICATORS
Our KPIs help our Board, management and stakeholders
measure our performance against our strategic goals
TYPES OF KPI
We track our performance against both
financial and non-financial indicators.
Our financial KPIs allow us to track the
financial health of WPP, gauge performance
against our strategic goals, compare our
results to our financial guidance for investors,
and benchmark ourselves against our peers.
Our non-financial KPIs measure progress
towards meeting our purpose: building
better futures for our people, planet,
clients and communities.
PROGRESS IN 2024
In 2024, our financial KPI performance was
mixed. Our top-line revenue was adversely
affected by the loss of client assignments,
challenging conditions in China and the
impact of weaker project-based spending
by clients in a more uncertain macroeconomic
environment. Despite this, we delivered
continued improvement in margin and cash
conversion, driven by the restructuring of
our operations, while enabling continued
investment in future growth.
We made good progress on our non-financial
KPIs: improving client satisfaction scores,
attracting new client assignments,
embedding AI in our business, providing
more modern campuses for our people and
playing our part in protecting the planet.
NEW KPIs
During the year we added a new KPI,
WPP Open monthly active users, reflecting
the increased importance of our AI-powered
marketing operating system and its role
in attracting new clients.
We removed one KPI, gross annual savings
from our transformation programme, as this
has been superseded by a range of cost
initiatives as part of our strategy to execute
efficiently to drive financial returns.
Find out more on pages 66-67
ALIGNING PERFORMANCE
MEASUREMENT WITH STRATEGY
We use the following icons to show how
each KPI is aligned to our strategic pillars.
Our strategy aims to capture the
opportunities offered by AI, maximise
the potential of creative transformation
through market-leading brands and deliver
faster growth, higher margins and improved
cash generation.
STRATEGIC ELEMENTS
ALIGNING PERFORMANCE WITH REMUNERATION
The performance-linked elements of compensation for the Executive Directors and the other members of the Executive Committee contain
performance measures selected to align to the successful delivery of our strategy. See pages 131-134 for a discussion of the indicators
considered in assessment of the performance-linked elements of compensation outcomes for 2024 in the Short-term Incentive Plan and
the Executive Performance Share Plan.
For further details, see the Compensation Committee Report on page 119
Lead through AI,
data and technology
Accelerate growth
through the
power of creative
transformation
Build world-class,
market-leading
brands
Execute efficiently
to drive strong
financial returns
Underpinned by a disciplined approach to capital allocation
65
WPP ANNUAL REPORT 2024
STRATEGIC REPORT
KEY PERFORMANCE INDICATORS CONTINUED
Digital % of media billings4
(GroupM)
53
51
48
53
53
2023
2023
2022
2022
2024
Description and rationale
Media billings comprise our clients’ spend
on media, plus our fees.4 We measure the
digital (internet-based) mix, as digital media
is the largest and fastest-growing channel
in the global media market, and our presence
in these channels ensures we are staying
relevant to our clients
Performance
GroupM’s digital billings increased to 53% of
its total billings in 2024, driven by the rapid
growth in demand from clients for digital
media services such as search, ecommerce,
connected TV, retail media and social media.
We expect to continue to grow our digital
mix as a percentage of media billings
Net new business billings
($bn)
4.5
4.5
5.9
2023
2023
2022
2022
2024
4.5
4.5
Description and rationale
Billings comprise the total amounts billed to
clients, plus our fees.4 New billings measures
new business from new and existing clients,
net of existing client business losses, and is
an important indicator of our future growth
Performance
We won $4.5 billion of net new business
billings in 2024. This was on a par with 2023,
reflecting major assignment wins including
Amazon, AstraZeneca, Johnson & Johnson,
Kimberly-Clark and Unilever, offsetting
several historical assignment losses
1 Reconciliations from reported revenue to revenue less pass-through costs and subsequently like-for-like revenue less pass-through costs, and from reported profit before tax to headline operating profit
margin, are included on pages 196-198. For a full description, see Glossary on pages 203-204
2 Excluding the impact of foreign exchange
3 Like-for-like revenue less pass-through costs growth. Omnicom data is based on revenue. This chart shows data over the last 12 months and is based on the median average including WPP (the mean
equivalents are 2024: -2.6%, 2023: -0.9% and 2022 -0.5%). Competitor data sourced from publicly disclosed results
4 For a full description, see Glossary on pages 203-204
FINANCIAL KPIs
Headline operating
profit margin1
(%)
15.0
14.8
14.8
15.0
15.0
2023
2023
2022
2022
2024
Description and rationale
This is a key indicator of our profitability.
It comprises profit on trading activities,
excluding certain one-off or exceptional
items.4 These items are excluded because
their size and nature mask the true
underlying performance year-on-year
Performance
Our headline operating margin increased
to 15.0%, up 0.2 percentage points
(+0.4 on a like-for-like basis²), reflecting
structural savings and disciplined cost
control, while continuing to invest in our
business. In 2025, we expect this margin
to be around flat compared with 2024
(excluding exchange rate movements)
Like-for-like revenue less
pass-through costs growth
versus competitors2
(%)
(1.1)
-1.6
2024
2024
-1.1
-1.1
2023
2023
2022
2022
0
Description and rationale
This is a measure of our relative performance
compared with our key competitors. It is
based on our like-for-like revenue less
pass-through costs growth against the
median average of our global marketing
services peers – Dentsu, Havas, IPG,
Omnicom and Publicis3
Performance
In 2024, our growth rate was 1.1 percentage
points below the median average of our
main peers. This reflected our relatively
greater exposure to a challenging trading
environment in China and historical client
losses. Our goal is to grow at a faster rate
than the industry average
Adjusted operating
cash flow conversion
(%)
86
73
38
86
86
2023
2023
2022
2022
2024
Description and rationale
This shows how efficiently headline
operating profits are turned into operating
cash after restructuring costs, capex,
working capital and other cash items.
Operating cash flow funds our financing
and taxation requirements and supports
our capital allocation policy
Performance
Our medium-term target is at least 85%
conversion of headline operating profit
into operating cash flow. In 2024 the ratio
was 86%, a significant improvement on the
prior year, benefiting from strong working
capital management
Like-for-like revenue
less pass-through
costs growth1
(%)
(1.0)
0.9
6.9
-1.0
-1.0
2023
2023
2022
2022
2024
2024
Description and rationale
This is the main measure of our strategic
goal to drive growth. Like-for-like revenue
growth excludes the impact of currency and
acquisitions. Pass-through costs comprise
fees paid to external suppliers when they are
engaged to perform part or all of a specific
project, and are charged directly to clients
Performance
Revenue less pass-through costs growth
declined 1.0% in 2024, driven by historical
client losses, persistent macroeconomic
pressures in China and weaker project-based
spend. We expect like-for-like growth to be
flat to -2% in 2025
66
WPP ANNUAL REPORT 2024
STRATEGIC REPORT
Carbon emissions
per person from our
owned operations
(tCO2e, Scope 1 and 2)
0.15
0.23
0.19
2024
2023
2023
2022
2022
0.15
0.15
Description and rationale
We measure carbon emissions per employee,
as headcount is closely linked to levels of
business activity, and this allows us to reflect
the impact of acquisitions and disposals
without needing to adjust our baseline
Performance
We are committed to reducing absolute
Scope 1 and 2 emissions by 84% by 2025,
and halving Scope 3 emissions by 2030. In
2024, carbon emissions per employee fell
22% compared with 2023, and by 82% since
our 2019 baseline
Client satisfaction score
(out of 10)
8.1
8.0
8.0
8.1
8.1
2023
2023
2022
2022
2024
Description and rationale
This measures how satisfied our clients are
with our services, based on 21,000 clients’
likelihood to recommend scores out of ten.
Our ability to retain satisfied clients is a key
driver of our revenue
Performance
In 2024, we scored an all-time high of
8.1 out of 10 for client satisfaction, building
on our consistently strong performance in
recent years. Within this we continue to
score highly on client service (8.6) and
quality of work (8.2). We aim to maintain
top-quartile performance overall
1 In line with the FTSE Women Leaders Review, the independent, business-led framework supported by the UK government. Executive leadership roles are defined as the board and executive
leadership population (see WPP Sustainability Reporting Criteria 2024)
2 Defined as employees and freelancers in campuses
Selected metrics marked with this symbol have been subject to independent limited assurance procedures by PricewaterhouseCoopers LLP (PwC) for the year ended 31 December 2024. For PwC’s 2024
Limited Assurance Report and the WPP Sustainability Reporting Criteria 2024, see wpp.com/sustainabilityreport2024
Employees in
shared campuses2
68,000
60,000
54,500
68,000
68,000
2023
2023
2022
2022
2024
Description and rationale
Campuses bring our agencies together
to make collaboration easy, support flexible
ways of working, and give clients access to
the breadth and depth of WPP talent in one
location. They replace smaller offices with
larger, modern units that lower our
environmental footprint
Performance
In 2024, around 68,000 of our people were
based in 47 campuses. We expect this to rise
to 75,000 in 48 campuses by 2025, supporting
higher levels of office attendance, to enhance
our work for clients and drive our growth
NON-FINANCIAL KPIs
Proportion of
women in executive
leadership roles1
(%)
42
Description and rationale
A workforce that reflects society, and the
consumers our clients want to reach, helps
us do the best work and is good for business
Performance
We aim to achieve gender parity at Board
and all other levels. In 2024, the proportion
of women in executive leadership roles
increased to 42% . Across the broader
workforce, 54% of senior managers are
women (2023: 53%). The composition of
the Board and Executive Committee by
gender is shown on page 109
58
58
42
59
59
41
60
60
40
Female
Male
2023
2023
2022
2022
2024
2024
WPP Open monthly
active users
(%)
33,000
10,000
N/A
2023
2023
2022
2022
33,000
33,000
2024
Description and rationale
WPP Open is our AI-powered marketing
operating system. It empowers our teams
to deliver better work, faster, for the world’s
leading brands – key clients using the
platform include Google, IBM, L'Oréal,
LVMH, Nestlé and The Coca-Cola Company
Performance
Our people are increasingly embedding
AI in the way they work. At the end of 2024,
WPP Open reached 33,000 monthly active
users, up from 10,000 at the end of 2023.
Our aim is to ensure WPP Open stays at the
forefront of AI and to drive further adoption
within the business and among clients
Share of electricity
purchased from
renewable sources
(%)
93
93
93
88
83
2024
2023
2023
2022
2022
Description and rationale
To support our carbon reduction targets
we are a member of RE100, a global initiative
bringing together businesses committed
to 100% renewable electricity to accelerate
change towards zero carbon grids at scale
Performance
During 2024, we purchased 93% of our
electricity from renewable sources compared
to 88% in 2023, reflecting good progress
towards our target of 100% by 2025
67
WPP ANNUAL REPORT 2024
KEY PERFORMANCE INDICATORS
STRATEGIC REPORT
FINANCIAL REVIEW
REVIEW OF RESULTS
Reported revenue was down 0.7% at
£14.7 billion. Reported revenue on a constant
currency basis was up 2.5% compared
with last year. Net changes from acquisitions
and disposals had a positive impact of
0.2% on growth.
Like-for-like revenue growth for 2024
excluding the impact of currency, acquisitions
and disposals, and the other adjustments,
was 2.3%.
Revenue less pass-through costs was down
4.2%, and down 1.1% on a constant currency
basis. Excluding the impact of acquisitions
and disposals and other adjustments,
like-for-like decline was 1.0%. In the fourth
quarter, like-for-like revenue less pass-through
costs was down 2.3%.
OPERATING PROFITABILITY
Reported profit before tax was £1,031 million,
compared to £346 million in the prior period,
with the increase primarily due to lower
amortisation charges, as 2023 included
accelerated brand amortisation charges
following the creation of VML, lower
property-related restructuring costs and
higher gains on disposal of subsidiaries.
Reported profit after tax was £629 million,
compared to £197 million in the prior period.
Headline EBITDA (including IFRS 16
depreciation) for the year was down 2.1%
to £1,935 million. Headline operating profit
was down 2.5% to £1,707 million.
Headline operating profit margin was up
0.2 percentage points year-on-year at 15.0%
and up 0.4 percentage points year-on-year on
a constant currency basis. Headline operating
costs were down 4.5% to £9.7 billion.
Headline staff costs, excluding incentives,
were down 4.5% year-on-year at £7.4 billion,
reflecting wage inflation offset by lower
headcount, as a result of the actions
associated with our restructuring initiatives
and our swift response to softer top-line
performance in certain markets. Staff costs
include severance costs of £61 million
(2023: £78 million). Incentive costs were down
6.2% year-on-year to £363 million, compared
to £387 million in 2023. As a percentage of
revenue less pass-through costs, overall
incentives were flat year on year at 3.2%.
Headline establishment costs were down
8.5% at £472 million, driven by benefits from
the campus programme and consolidation
of leases. IT costs were down 2.0% at
£684 million, reflecting our ongoing focus
on driving efficiencies to mitigate inflation.
Personal costs of £209 million (2023:
£223 million) were down 6.3% driven by
savings in travel and entertainment, and
other operating expenses of £526 million
(2023: £536 million) were down 1.9%.
On a like-for-like basis, the average number
of people in the Group in 2024 was 111,281
compared to 114,732 in 2023. The total number
of people as at 31 December 2024 was
108,044 compared to 114,173 as at
31 December 2023.
ADJUSTING ITEMS
The Group incurred £382 million of adjusting
items in 2024, mainly relating to goodwill
impairment, restructuring and transformation
costs, amortisation of acquired intangible
assets and legal provision charges, offset
by gains on disposal of investments and
subsidiaries. This compares with net
adjusting items in 2023 of £1,219 million.
Goodwill impairment, amortisation and
impairment of acquired intangibles and
other impairment charges were £356 million
(2023: £809 million), mainly related to
goodwill impairment charges associated
with AKQA.
Restructuring and transformation costs
of £251 million (2023: £196 million) include
£90 million (2023: £113 million) in relation
to the Group’s ERP and IT transformation
program and £144 million (2023: £73 million)
relating to the continuing transformation
program including the creation of VML
and Burson and simplification of GroupM.
This Strategic Report includes figures and ratios that are not readily available from the Financial Statements. Management believes that these non-GAAP measures, including constant currency
and like-for-like growth, and headline profit measures, are both useful and necessary to better understand the Group’s results. Where required, details of how these have been arrived at are shown
on pages 196-198 and are defined in the Glossary on pages 203-204
FINANCIAL HIGHLIGHTS
(1.0)%
like-for-like revenue less
pass-through costs growth
(2023: 0.9%)
15.0%
headline operating margin
(2023: 14.8%)
86%
adjusted operating
cash flow conversion
(2023: 73%)
£14.7bn
revenue
(2023: £14.8bn)
68
WPP ANNUAL REPORT 2024
STRATEGIC REPORT
EARNINGS AND DIVIDEND
Profits attributable to shareholders
were £542 million, compared to a profit
of £110 million in the prior period, principally
reflecting higher gains on disposal of
subsidiaries and lower amortisation charges,
as 2023 included accelerated brand
amortisation charges following the creation
of VML. Reported diluted earnings per share
was 49.4 pence, compared to 10.1 pence in
the prior period. Headline diluted earnings
per share from continuing operations
decreased by 5.9% to 88.3 pence.
The Board is proposing a final dividend for
2024 of 24.4 pence per share, which together
with the interim dividend paid in November
2024 gives a full-year dividend of 39.4 pence
per share. The record date for the final
dividend is 6 June 2025, and the dividend
will be payable on 4 July 2025.
BUSINESS SECTOR REVIEW
During 2024, we reallocated a number
of businesses between global integrated
agencies and specialist agencies. Prior year
figures have been re-presented to reflect
the reallocation.
GLOBAL INTEGRATED AGENCIES
GroupM, our media planning and buying
business, grew 2.7% in 2024 (2023: 4.9%)
on like-for-like revenue less pass-through
costs, benefiting from continued client
investment in media, partially offset by the
impact of historical client losses and a more
challenging environment in China. GroupM
saw an improved new business performance
in the second half of the year with the
Amazon and Johnson & Johnson wins and an
important Unilever retention, despite some
losses, including Volvo.
GroupM’s growth was offset by a 3.9%
like-for-like revenue less pass-through cost
decline at other Global Integrated Agencies.
Mid-single digit growth in Hogarth in 2024
was offset by weaker performance across
integrated creative agencies, which included
the impact of the 2023 loss of assignments
with a large healthcare client and a
challenging trading environment in China.
AKQA experienced a low double
digit decline in revenue less pass-through
costs as spend on project-based work
remained weak throughout the year. Other
Global Integrated Agencies declined 6.5% in
Q4 reflecting the continuation of those factors
and weaker client discretionary spend than is
typically seen in the final quarter, together
with the lap of a particularly strong quarter
for variable client incentives in Q4 2023.
INTEREST AND TAXES
Headline net finance costs were £280 million,
an increase of £18 million year-on-year,
primarily due to the impact of refinancing
bonds at higher rates.
The headline effective tax rate (based
on headline profit before tax) was 28.0%
(2023: 27.0%) and on reported profit before
tax was 39.0% (2023: 43.1%). The increase
in the headline effective tax rate is driven
by changes in tax rates or tax bases in the
markets in which we operate. Given the
Group’s geographic mix of profits and
the changing international tax environment,
the tax rate is expected to increase over
the next few years.
REVENUE LESS PASS-THROUGH COSTS GROWTH VERSUS 2023
(%)
Like-for-like
Like-for-like
-1.0
Reported
Acquisitions
FX
-4.2
-4.2
-3.1
-3.1
-0.1
-0.1
69
WPP ANNUAL REPORT 2024
FINANCIAL REVIEW
STRATEGIC REPORT
FINANCIAL REVIEW CONTINUED
PUBLIC RELATIONS
Burson, created in June from the merger
of BCW and Hill & Knowlton, made good
progress with its integration and launched
additional AI-powered tools.
Year-on-year Burson declined due to
the 2023 loss of assignments with a large
healthcare client and a more challenging
environment for client discretionary
spending. This was offset by continued
strong growth at FGS Global, which is
reflected up to early December 2024
when its disposal to KKR completed.
SPECIALIST AGENCIES
CMI Media Group, our specialist healthcare
media planning and buying agency, grew
strongly, offset by declines at Landor and
Design Bridge and Partners. Our smaller
specialist agencies continued to be affected
by more cautious client spending, including
delays in project-based work.
REVENUE ANALYSIS
£ million
2024
2023
+/(-) %
reported
+/(-) %
LFL1
Global Integrated Agencies
12,562
12,532
0.2
3.0
Public Relations
1,156
1,262
(8.4)
(2.6)
Specialist Agencies
1,023
1,051
(2.7)
(0.6)
Total Group
14,741
14,845
(0.7)
2.3
REVENUE LESS PASS-THROUGH COSTS ANALYSIS
£ million
2024
2023
+/(-) %
reported
+/(-) %
LFL1
Global Integrated Agencies
9,384
9,751
(3.8)
(0.8)
Public Relations
1,089
1,180
(7.7)
(1.7)
Specialist Agencies
886
929
(4.6)
(2.3)
Total Group
11,359
11,860
(4.2)
(1.0)
HEADLINE OPERATING PROFIT ANALYSIS
£ million
2024
% margin*
2023
% margin*
Global Integrated Agencies
1,482
15.8
1,480
15.2
Public Relations
166
15.2
191
16.2
Specialist Agencies
59
6.7
79
8.5
Total Group
1,707
15.0
1,750
14.8
* Headline operating profit as a percentage of revenue less pass-through costs
Note
1 Like-for-like growth at constant currency exchange rates and excluding the effects of acquisitions, disposals and other adjustments
REVENUE LESS PASS-THROUGH COSTS BY BUSINESS VERSUS 2023
(%)
Global Integrated Agencies
Public Relations
Specialist Agencies
-4.2
Total
Total
-3.8
-3.8
-7.7
-7.7
-4.6
-4.6
70
STRATEGIC REPORT
WPP ANNUAL REPORT 2024
70
WPP ANNUAL REPORT 2024
REGIONAL REVIEW
North America like-for-like revenue less
pass-through costs declined by 0.7% in 2024
with good growth in automotive, TME and
financial services client spending, offset by
lower revenues in healthcare, due to a 2023
client loss, and a tough comparison for CPG
in 2023. Revenues from technology clients
continued to stabilise in the second half with
good growth in North America in Q4.
United Kingdom declined 2.7% in 2024
reflecting a strong comparison (2023: +5.6%)
and the impact of slower client spending
with weakness in project-based work across
creative and specialist agencies exacerbated
by an uncertain macro outlook, only partially
offset by growth in GroupM and Ogilvy.
In Western Continental Europe, France,
Spain and Italy grew during 2024. Our largest
market, Germany, declined 1.0% reflecting
macroeconomic pressures on client spending
in automotive and travel & leisure sectors,
but saw stronger performance in Q4, growing
4.0%, lapping a softer comparison (Q4 2023:
-5.3%), benefiting from growth in spend at
financial services clients and a good overall
performance at GroupM.
Asia Pacific, Latin America, Africa & the
Middle East and Central & Eastern Europe
declined 2.6% overall in 2024. India grew
2.8% offset by China which declined 20.8%
on client assignment losses and persistent
macroeconomic pressures impacting across
our agencies.
REVENUE ANALYSIS
£ million
2024
2023
+/(-) %
reported
+/(-) %
LFL1
N. America
5,567
5,528
0.7
2.9
United Kingdom
2,185
2,155
1.4
0.9
W. Cont. Europe
3,013
3,037
(0.8)
2.7
AP, LA, AME, CEE2
3,976
4,125
(3.6)
1.8
Total Group
14,741
14,845
(0.7)
2.3
REVENUE LESS PASS-THROUGH COSTS ANALYSIS
£ million
2024
2023
+/(-) %
reported
+/(-) %
LFL1
N. America
4.394
4,556
(3.6)
(0.7)
United Kingdom
1,588
1,626
(2.3)
(2.7)
W. Cont. Europe
2,375
2,411
(1.5)
1.7
AP, LA, AME, CEE
3,002
3,267
(8.1)
(2.6)
Total Group
11,359
11,860
(4.2)
(1.0)
HEADLINE OPERATING PROFIT ANALYSIS
£ million
2024
% margin*
2023
% margin*
N. America
825
18.8
834
18.3
United Kingdom
237
14.9
215
13.2
W. Cont. Europe
259
10.9
258
10.7
AP, LA, AME, CEE
386
12.9
443
13.6
Total Group
1,707
15.0
1,750
14.8
* Headline operating profit as a percentage of revenue less pass-through costs
Notes
1 Like-for-like growth at constant currency exchange rates and excluding the effects of acquisitions and disposals and
other adjustments
2 Asia Pacific, Latin America, Africa & Middle East and Central & Eastern Europe
REVENUE LESS PASS-THROUGH COSTS GROWTH BY REGION VERSUS 2023
(%)
Asia Pacific, Latin America, Africa &
Middle East and Central & Eastern Europe
North America
United Kingdom
Western Continental Europe
Total
Total
-3.6
-3.6
-2.3
-2.3
-1.5
-1.5
-8.1
-8.1
-4.2
71
WPP ANNUAL REPORT 2024
FINANCIAL REVIEW
STRATEGIC REPORT
CASH FLOW HIGHLIGHTS
In 2024, adjusted operating cash flow was
£1,460 million (2023: £1,280 million). The main
drivers of the larger cash inflow year on year
was a working capital inflow of £117 million
compared with an outflow of £260 million in
the prior year, partially offset by an increase
in non-headline cash items to £261 million
(2023: £218 million), mainly driven by costs
related to the previously announced
restructuring plan, including the creation of
VML and Burson and the simplification of
GroupM. Reported net cash from operating
activities increased to £1,408 million
(2023: £1,238 million).
Adjusted free cash flow was £738 million
(2023: £637 million) with the year-on-year
increase reflecting higher adjusted operating
cash flow and contingent consideration
liability payments and higher cash interest
and taxes, offset by lower dividends
to minorities.
Adjusted net cash flow of £745 million was
higher than the prior period (2023: £2 million),
primarily due to higher disposal proceeds
and lower net acquisition payments.
BALANCE SHEET HIGHLIGHTS
As at 31 December 2024, the Group had
total equity of £3,734 million (31 December
2023: £3,833 million).
Non-current assets decreased by £831 million
to £11,848 million (31 December 2023:
£12,679 million), primarily driven by a decrease
in goodwill of £779 million. Lower goodwill
is primarily due to goodwill derecognised
on disposal of FGS Global of £448 million and
goodwill impairment charges of £237 million.
Current assets of £13,661 million decreased
by £283 million (31 December 2023:
£13,944 million). The decrease is principally
driven by lower trade and other receivables,
(decrease of £738 million), partially offset
by higher cash and cash equivalents
(increase of £420 million).
Current liabilities of £15,516 million
decreased by £789 million (31 December
2023: £16,305 million), primarily due to
lower borrowings and lower trade and other
payables. Lower borrowings is predominantly
due to US $750 million in bonds that were
repaid in September 2024, partially offset by
an increase as a result of the reclassification
from current liabilities of €500 million of
bonds due within the next 12 months.
The decrease in both current trade and
other receivables and trade and other
payables is primarily due to client activity
and timing of payments. Non-current
liabilities decreased by £226 million,
to £6,259 million (31 December 2023:
£6,485 million). This reduction primarily
reflects lower long-term lease liabilities
and non-current payables.
Recognised within total equity, other
comprehensive loss of £62 million
(2023: £329 million loss) for the year includes
a £72 million loss (2023: £427 million loss) for
foreign exchange differences on translation
of foreign operations, and a £3 million loss
(2023: gain of £108 million) on the Group’s
net investment hedges. Other equity
movements include the net decrease
in the movement in non-controlling interest
of £218 million (2023: increase of £12 million),
in part from the derecognition of FGS Global
non-controlling interest.
As at 31 December 2024, the Group had
cash and cash equivalents of £2.6 billion
(31 December 2023: £2.2 billion) and
borrowings of £4.3 billion (31 December
2023: £4.7 billion). The Group has current
liquidity of £4.5 billion (31 December 2023:
£3.8 billion), comprising cash and cash
equivalents and bank overdrafts, and
undrawn credit facilities.
As at 31 December 2024 adjusted net debt
was £1.7 billion, against £2.5 billion as at
31 December 2023, down £0.8 billion
reflecting free cash flow generation and
disposal proceeds, including proceeds
from the disposal of FGS Global completed
in December 2024. Average adjusted net
debt in 2024 was £3.5 billion (31 December
2023: £3.6 billion).
Our bond portfolio as at 31 December 2024
had an average maturity of 6.3 years
(31 December 2023: 6.2 years).
OUTLOOK
Our guidance for 2025 is as follows:
– Like-for-like revenue less pass-through
costs growth of flat to -2% with
performance expected to improve
in the second half
– Headline operating margin expected
to be around flat year-on-year (excluding
the impact of FX)
Other 2025 financial indications:
– Mergers and acquisitions will reduce
revenue less pass-through costs by
around 3.0 points primarily due to the
disposal of FGS Global, partially offset
by anticipated M&A
– FX impact: current rates (at 18 February
2025) imply a c.0.1% drag on FY 2025
revenue less pass-through costs,
with no meaningful impact expected
on FY 2025 headline operating margin
– Headline earnings from associates
around £40 million
– Non-controlling interests around
£65 million
– Headline net finance costs of around
£280 million
– Effective tax rate (measured as headline
tax as a % of headline profit before tax)
of around 29%. Cash taxes will include
tax in relation to the FGS Global disposal
– Capex of around £250 million
– Cash restructuring costs of around
£110 million
– Adjusted operating cash flow before
working capital of around £1.4 billion
(2024: £1.3 billion)
MEDIUM-TERM TARGETS
In January 2024 we presented updated
medium-term financial framework including
the following three targets:
– 3%+ LFL growth in revenue less pass-
through costs
– 16-17% headline operating profit margin
– Adjusted operating cash flow conversion
of 85%+
For more information on our strategy
see pages 16-35
FINANCIAL REVIEW CONTINUED
2020
2021
2022
696
901
2,479
2024
2024
1,690
1,690
2023
2,503
ADJUSTED NET DEBT
(£m)
ADJUSTED NET DEBT
(£m)
72
WPP ANNUAL REPORT 2024
STRATEGIC REPORT
ASSESSING AND
MANAGING OUR RISKS
The success of our strategic objectives
as discussed in this report depends to a
significant extent on how we identify and
address the current and emerging risks and
uncertainties we face as a business.
The Board, assisted by the Audit Committee,
has oversight and responsibility for our
approach to risk management, which is
structured through our three lines of defence
model and driven by our risk governance
framework, business integrity programme,
culture based on the principles set out in our
Code of Business Conduct, and our internal
control matrix.
The Audit Committee reviews and considers
the principal risk list on a quarterly basis and
any potential emerging risks continually
throughout the year.
The Board has reviewed the design and
effectiveness of this system during the year
and up to the date of this report, and has
carried out a robust assessment of the
principal and any emerging risks that could
impact our business.
The system of controls described below is
designed to manage and mitigate, but may
not eliminate, the risk of failure to achieve
our strategic objectives, and is not an
absolute assurance against material
misstatement or loss.
RISK GOVERNANCE FRAMEWORK
Key to our risk governance framework
are our Risk Committees. Each network
has a global Risk Committee chaired by
the CEO, with key senior managers
participating, to ensure that leadership is
proactively identifying (including through
risk assessments and horizon scanning) and
understanding the current, new, evolving
and emerging risks across businesses and
the remediation steps required from time
to time in certain markets. We also have
a WPP Risk Committee, which has oversight
of all network Risk Committees and itself
reports to the Audit Committee. In addition,
we have two sub-committees to focus on
the detail of risks relating to data privacy,
security and ethics and to controls at both
WPP and network levels.
The agenda of the Risk Committees is to
review, monitor and advise on: compliance
with laws, regulations, internal procedures
and industry standards, including anti-fraud,
bribery and corruption matters; the
implementation of our compliance framework
(including setting clear standards and
reporting lines for the accurate and timely
monitoring of exposures and certain risk
types of importance); compliance policies
and practices; and risks that present
themselves throughout each network. This
agenda is framed by our business integrity
programme and internal control environment.
In order to carry out their duties
comprehensively, each Risk Committee has
secure access to an increasing central pool
of data from, or with the potential to affect,
their network. This data is crucial to their
ability to recognise and monitor a full risk
and compliance picture and the impact
of actions taken as a result; this includes
internal audit reports, internal controls over
financial reporting (ICFR) results, general
computing controls results, corroborated
information from whistleblowers, findings
from investigations, annual business risk
maps and the results of our annual
assessment of business integrity risks.
BUSINESS INTEGRITY PROGRAMME
Our business integrity programme is central
to ensuring that the policies, procedures
and control environment set by the Board
are understood and adhered to across all
geographies and markets. It is produced by
mapping resources, systems and processes
against WPP’s risk appetite (which the
business integrity team, sitting within WPP’s
legal function, helps the Board and WPP Risk
Committee to set), governance requirements
and regulator expectations and then crafting
actions from the results for both the business
integrity team and the Risk Committees.
INTERNAL AUDIT
FINDINGS AND SOX
TEST RESULTS
KEY RISK
INDICATOR
DATA FEEDS
CERTIFICATIONS
AND
DISCLOSURES
Network Risk
Committees
WPP Risk
Committee
WHISTLEBLOWERS
AND
INVESTIGATIONS
BUSINESS
RISK MAPS
BUSINESS
INTEGRITY RISK
ASSESSMENT
WPP’S RISK GOVERNANCE FRAMEWORK
BUSINESS INTEGRITY PROGRAMME
INTERNAL CONTROLS
73
WPP ANNUAL REPORT 2024
STRATEGIC REPORT
73
Actions for the business integrity team focus
on tackling root causes of risk and include:
– In respect of resources, championing
and enhancing messages and examples
from global, regional and local leadership
with communications, training sessions,
townhalls and practical guidance,
know-how and resources for our people
and providing ‘on the ground’ support
for day-to-day queries from our networks
– In respect of systems, advising on the
implementation of WPP’s policies,
procedures and controls (including around
internal reporting and approvals) and
providing a compliance lens for the design
and structure of our enterprise resource
planning (ERP) environment (including
promoting the leverage of its functionality
to restrict access to key transactions to
appropriate parties and to ensure adequate
segregation of duties and assets)
– In terms of processes, conducting an
annual assessment of business integrity
risks (which is constantly evolved in terms
of which risks are within scope, the nature
of assessment and the reporting and
recommendations that emanate from
the work), monitoring dynamic data feeds
(including our financial reporting, internal
audit findings and ICFR results), proactive
management of self-certifications and
disclosures from our people, reviewing
and investigating whistleblowing reports
and tracking remediation efforts
RESOURCES
– Our people: everyone is accountable
– Leadership
– Communications, training and guidance
– ‘On the ground’ support
SYSTEMS
– ERP environment
– Policies and controls
– Financial reporting
– Internal reporting and approvals
PROCESSES
– Business integrity risk assessment
– Identifying and monitoring dynamic data feeds
– Whistleblowing and investigations
– Internal and external due diligence
– Certifications and disclosures
– Remediation; and focus on root causes
– Disciplinary measures including impact
on compensation
– Business risk maps
POLICIES, PROCEDURES AND CULTURE
The quality and competence of our people,
their integrity, ethics and behaviour, and the
culture embedded within our businesses
are all vital to our system of internal control,
which is maintained and reviewed in
accordance with the UK Corporate
Governance Code, FRC guidance on risk
management and internal controls, and the
COSO framework.
In order to help our people make the right
decisions, we provide a number of tools.
The baseline reference is set out within
WPP’s policies, supported as and when
needed by guidance booklets, FAQ sheets
and accounting guidelines. To help our
people understand the ethical and business
objectives set out in WPP’s policies, WPP has
a mandatory online training programme that
all our people (including freelancers working
for more than four weeks) are required to
complete on an annual basis. The programme
comprises five modules: How We Behave;
Business Integrity; Safer Data; Sustainability;
and Belonging. In addition, WPP’s business
integrity team organises in-person and video
call training sessions throughout the year on
ethics and integrity topics thought necessary
or relevant such as anti-fraud, bribery and
corruption, conflicts of interest, supply chain
risks and gifts, hospitality and entertainment.
This top-up programme is designed and
scheduled in response to data collected
and reviewed by WPP’s business integrity
team, including from concerns raised and
corroborated through investigations and our
annual assessment of business integrity risks.
It is underpinned with daily support on the
ground from our regional compliance and
ethics directors and managers.
The core of our policies is our Code of
Business Conduct, which is reviewed regularly
by the Board and sets out the principal
obligations of all of our people. As a company
and as individuals we have a collective
responsibility to behave in the right way,
to live up to our values and to conduct our
business with integrity. Our Code outlines
the commitments we make to each other,
our business partners, and others with
a stake in what we do; equally therefore
it is mirrored in our Supplier Code of Conduct,
which all vendors and suppliers are required
to sign up to before being onboarded.
The principles of the Code are embedded in
our training courses and our senior managers
are required to certify compliance with the
Code on an annual basis through a digital
certification and disclosure process.
Our AFBAC (Anti-Fraud, Bribery & Corruption)
Policy prohibits any form of bribery,
corruption or fraud across WPP and is
supported by the Advisor Payment Policy
which restricts the use of advisors and
details the due diligence that must be
undertaken and approvals needed in the
limited cases where advisors may be used.
In 2024, WPP’s business integrity team
updated the AFBAC Policy in response to
the new UK Economic Crime and Corporate
Transparency Act 2023 and has made and
implemented related recommendations
including around training and controls.
WPP’S BUSINESS INTEGRITY PROGRAMME
OUR RISK APPETITE
GOVERNANCE REQUIREMENTS
REGULATOR EXPECTATIONS
ASSESSING AND MANAGING OUR RISKS CONTINUED
74
WPP ANNUAL REPORT 2024
STRATEGIC REPORT
74
TOTAL NUMBER OF REPORTS
FROM WHISTLEBLOWERS
RISK IMPACT FROM WHISTLEBLOWER REPORTS
(%)
2021
2022
2023
2024
2024
609
609
372
612
494
6
5
2
13
13
8
66
66
Clients
Operational
Data privacy,
security and ethics
People
Legal and regulatory
Financial
Our Gifts, Entertainment & Hospitality Policy
sets limits, including on value, on what may
be given or received, supported in each
agency by a gift register.
As noted above, our Code of Conduct for
vendors and suppliers replicates all of these
obligations in our supply chain. WPP’s policies
also include required practices in operational,
tax, legal and human resource areas.
The application of our policies and
procedures is monitored within each
network and by the internal audit, legal
(in particular, the business integrity team),
and risk and controls functions.
Breaches are investigated by our business
integrity team sitting within WPP’s legal
function and, where appropriate,
external advisors.
WPP’s business integrity team has a mandate
to make recommendations to realign and
support WPP’s networks, where required,
to manage and reduce risk. Recommended
remediation can include disciplinary action,
changes to systems, controls, approvals
or functions, monitoring and training
sessions. This approach is formalised
through WPP’s Whistleblowing Protocol
and Investigations Protocol.
WPP’s approach to performance rewards
continues to support the risk management
and internal control systems, reinforced
by the WPP Risk Committee and the
Compensation Committee.
WHISTLEBLOWING
WPP’s Code of Business Conduct sets out
our responsibilities to our people, partners
and shareholders to act ethically and legally.
We want to encourage a culture of integrity
and transparency where our people
make the right decisions automatically
and instinctively.
Part of this culture is making sure that our
people have the confidence and know how
to speak up and raise concerns with their
managers or supporting teams, through
their employee forums, WPP’s business
integrity team or by calling our Right to
Speak hotline (which is confidential and
allows for anonymity) if they experience,
suspect or hear about behaviour which is at
odds with the principles stated in our Code.
Every report received from a whistleblower
is investigated and reported into the Audit
Committee by WPP’s business integrity
team. In general, there has been a steady
increase in the number of reports received
over the past few years, though they fell
year-on-year in 2022 following a particular
spike in 2020 and 2021 reflecting concerns
connected with Covid-19 and lockdowns.
In 2024, we continued to focus on our
speak-up culture and a total of 609 reports
were received from whistleblowers
(2023: 612; 2022: 372; 2021: 494), 507 of
which were through the Right to Speak
hotline. The most commonly raised concerns
were about respect in the workplace and
protection of WPP’s assets.
RISK IMPACT FROM WHISTLEBLOWER
REPORTS 2024
All whistleblower reports received by the
Group Chief Counsel and General Counsel,
Corporate Risk, which includes all Right to
Speak reports, are handled in line with WPP’s
Whistleblowing and Investigations Protocols
and logged, investigated and tracked through
to a conclusion, including any remediation
or follow-up actions that might be required.
Recommended remediation can include
disciplinary action, changes to systems,
controls and processes or wider review
and monitoring for a particular time period.
Reports are also analysed for risk impact
and root causes. Learnings generated
from this analysis are converted into
recommendations including for training
sessions and practical resources by WPP’s
business integrity team and implemented
together with the support and input of the
Risk Committees. WPP’s business integrity
team also merges these learnings with
other data feeds (both internal, such as
revenue source and breakdown or margin
patterns, and external, such as Transparency
International’s Corruption Perception
Index) to identify and focus on potential
risk concerns.
75
WPP ANNUAL REPORT 2024
STRATEGIC REPORT
75
ASSESSING AND MANAGING OUR RISKS
The nature of each report, action taken and
outcome is reported to the Audit Committee.
WPP is committed to providing a safe and
confidential way for people with genuine
concerns to raise them, and to do so without
fear of reprisals. WPP does not tolerate any
retaliatory behaviour against individuals
reporting concerns and is equally committed
to preserving the anonymity of an individual
who makes a report and does not wish
to have their identity revealed.
The consequences of misconduct or
retaliation range from individual performance
management, training for a business or an
office and one-on-one training or coaching
for an individual through to staff relocation
and staff dismissal.
RISK MANAGEMENT
We use a ‘three lines of defence’ model
in relation to risk management.
1. COMPANY REVIEWS
Each network undertakes monthly and
quarterly procedures and day-to-day
management activities to review its
operations and business risks, supported
by our policies, training and guidance on
required internal controls over financial
reporting and monitoring controls and
reviews within its network.
In addition, our companies must maintain
and update documentation on their internal
controls and processes. This documentation
incorporates an analysis of business risks,
detailed control activities and monitoring,
together with IT and financial controls and
controls over security of data and the
provision of timely and reliable information
to management.
The information collated feeds up to each
network’s Risk Committee which uses it to
assess and monitor current risk exposures,
identify new risk types and any that rise to
principal risk level, set future risk strategy,
and compile it into reporting and insights
for the WPP Risk Committee and executive
management.
2. EXECUTIVE MANAGEMENT REVIEWS
The network reviews are communicated
formally to executive management in
monthly reports and quarterly review
meetings and, in turn, to the Board. At each
Board meeting, the management team
presents a business review of each of the
operations, including an assessment of the
risks in each business and details of any
change in the risk profile since the last
Board meeting.
The business review includes: the possibility
of winning or losing major business;
succession and the addition or loss of a
key employee; regulatory changes; material
ESG topics; and changes in accounting or
corporate governance practice.
To add to this, the WPP Risk Committee,
supported by the business integrity team,
enables an enterprise-wide risk management
process through risk analytics. This focuses
on data feeds including both centralised
streams and digital business risk maps,
alongside risk appetite statements and
tolerances, and incorporates our internal
risk management framework including
around policies, controls and reporting
(whether through disclosures, monitoring,
audit work, investigation work or internal
reporting processes). The resulting analysis
allows risks to be monitored and tracked
across all businesses and markets and feeds
into the regular risk discussions of executive
management, the Audit Committee and
the Board.
In addition, the Risk and Controls Group
remains focused on driving continuous
improvement in WPP’s internal control
environment, looking at the design and
implementation of internal financial controls
as well as controls that support WPP’s
risk framework.
3. INTERNAL AUDIT AND AUDIT
COMMITTEE OVERSIGHT
The internal audit function, with Audit
Committee oversight and external resource
as required, provides an independent review
of risk management and internal control via
internal audits and management of the
testing programme for ICFR.
ASSESSING AND MANAGING OUR RISKS CONTINUED
76
WPP ANNUAL REPORT 2024
STRATEGIC REPORT
76
VIABILITY STATEMENT
RISK ASSESSMENT
ASSESSMENT OF PROSPECTS
An understanding of the Group’s business
model and strategy detailed on pages 12 and
16 is central to understanding its prospects.
The Directors assess the Group’s prospects
on a regular basis through the financial
reporting and planning process, agency
reviews at each Board meeting, quarterly
reviews of the agencies by the executive
team and ongoing reviews of the Group’s
profitability, cash flows and funding
requirements. The Board reviews the
longer-term risks and opportunities for the
Group discussed in the Strategic Report and
considered these in greater depth at a Board
strategy session in 2024, which covered
changes in the macroeconomic environment,
the potential impact of data, commerce and
AI upon clients’ marketing activities and our
services and operations, technological
disruption and the Group’s working culture,
the impact of climate change and increased
regulation. The Board has also considered
economic conditions and geopolitical
activities, including those caused by the
conflicts in Ukraine and the Middle East.
VIABILITY STATEMENT
The Directors’ assessment of the Group’s
viability has been made over a three-year
period. This period has been chosen as it
aligns with the period in which we believe
our principal risks tend to develop, and
is in line with the structure of long-term
management incentives and the outputs
from the long-range business planning cycle.
The Directors’ assessment has been made
with reference to:
– The Group’s principal risks and how these
are managed and the impact of a principal
risk materialising
– The ongoing reviews, short-term notice
periods or assignment nature of many
of the client engagements
– The Group’s current financial position,
prospects and strategy
– The ongoing transformation programme
updated in this report
– The changes taking place in our industry
– The long-term impact of technological
disruption
– The ongoing simplification of the Group
structure and improvements in our
integrated service offering to clients
– The volatility of global economic
conditions including the economic and
geopolitical impacts of the conflicts
in Ukraine and the Middle East
– The impact on the Group of epidemics
or pandemics including restrictions on
businesses, social activities and travel,
and the resulting impact on the economies
in which the Group operates, our clients
and demand for our services
In testing the viability of the Group, we have
undertaken a robust scenario assessment of
the principal risks which could threaten the
viability or existence of the Group. In the
scenario modelling a range of severe but
plausible scenarios were considered,
including global instability & regulatory
scrutiny, major client loss & reputational
damage, major cyber attack & data breach,
extreme weather events & ESG impact, and
a net sales decline stress test. Each of the
scenarios was linked to WPP’s principal risks,
and how this can lead to client loss, loss of
reputation, contract breach, our inability
to win new business, and the impact of a
revenue less pass-through costs decline.
The Group’s forecasts and projections took
account of: (i) reasonably possible declines
in revenue less pass-through costs; and
(ii) remote declines in revenue less pass-
through costs for stress-testing purposes;
and considered the Group’s liquidity
headroom including the suspension of
share buybacks, dividends and acquisitions,
and access to public and private capital
markets which would continue to be
accessed proactively should any material
risk to liquidity materialise.
A range of revenue less pass-through cost
declines have been modelled up to a
decline of 36% compared with the year
ended 31 December 2024. In the most
extreme scenarios tested, the Directors have
considered the further actions that could be
taken to mitigate negative cash flow impact
and ensure additional liquidity, including
cost mitigations of 60% of the decline in net
sales and the suspension of share buybacks
and dividends. The Directors have assumed
that the Company will be able to refinance
existing bonds and, as a result, the Group
will continue to operate with sufficient
liquidity available. However, the long-term
viability of the Group could be impacted
by other as yet unforeseen risks and the
mitigating actions that have been put in
place in respect of the principal risks could
turn out to be less effective than intended.
Having assessed the current position of the
Company, its prospects and principal risks
and taking into account the assumptions
above, the Board has determined that it has
a reasonable expectation that the Company
will be able to continue in operation and
meet its liabilities as they fall due over the
next three years.
GOING CONCERN
The Group’s business activities, together
with the factors likely to affect its future
development, performance and position are
set out in the Financial Review on pages 68-72
and Principal Risks and Uncertainties on
pages 78-85. The financial position of the
Group, its cash flows, liquidity position and
borrowing facilities are described in
the financial statements and the notes to
the financial statements. The notes also
include the Group’s objectives, policies
and processes for managing its capital;
its financial risk management objectives;
details of its financial instruments and
hedging activities; and its exposures to
credit risk and liquidity risk.
The Group consolidated financial
statements have been prepared on the
going concern basis.
In performing its going concern assessment,
the Group’s forecasts and projections have
taken account of (i) reasonably possible
declines in revenue less pass-through costs
or increases in costs arising from severe but
plausible downside scenarios and (ii) the
results of reverse stress tests to qualify the
level of revenue less pass-through costs
declines compared to 2024, taking into
account the suspension of share buybacks,
dividends and acquisitions, and cost mitigation
actions which could be implemented.
This assessment shows that the Company
and the Group would be able to operate
with appropriate liquidity and be able to
meet its liabilities as they fall due and for a
period of at least 12 months from the date
the financial statements are signed.
The Directors therefore have a reasonable
expectation that the Company and the
Group have adequate resources to continue
in operational existence for at least
12 months from the date of this report.
Thus they continue to adopt the going
concern basis of accounting in preparing
the financial statements.
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ASSESSING AND MANAGING OUR RISKS
The Board has carried out a robust assessment of the principal risks and uncertainties affecting the Group and the
markets we operate in and strategic decisions taken by the Board as at 31 December 2024 and up to the date of
this report – including any adverse effects of the geopolitical situation resulting from the conflicts in Ukraine and
the Middle East – which are described in the table on this and the following pages.
PRINCIPAL RISKS
AND UNCERTAINTIES
PRINCIPAL RISK
POTENTIAL IMPACT
HOW IT IS MANAGED AND
REFLECTED IN OUR STRATEGIC PRIORITIES
ECONOMIC RISK
Adverse economic conditions,
including those caused by the conflicts
in Ukraine and the Middle East, severe
and sustained inflation and currency
volatility in key markets where we
operate, tariffs and other trade
barriers, supply chain issues including
around resilience affecting the
distribution of our clients’ products
and/or disruption in credit markets,
pose a risk our clients may reduce,
suspend or cancel spend with us or
be unable to satisfy obligations.
Economic conditions, including inflation,
currency volatility and increasing interest
rates among others, have a direct impact
on our business, results of operations and
financial position.
In the past, clients have responded to
weak economic and financial conditions
by reducing or shifting their marketing
budgets which are easier to reduce
in the short term than their other
operating expenses.
Our account teams, in partnership with WPP’s Treasury function
as needed, work proactively with our clients to understand the
challenges they are facing, determine general trends in marketing
spend and develop plans in advance to help us prepare, redeploy
resources and manage costs accordingly.
Our crisis management and business resilience team works with
our networks to identify priority services and the key dependencies
they rely on and develops market-specific incident response and
service continuity plans to best ensure business operations are
resilient to external factors.
Our client portfolio is diverse, consisting of organisations operating
in different industry sectors and across a broad geographical
spread, which further helps mitigate the impact of any specific
challenges individual clients or markets might be facing.
GEOPOLITICAL RISK
Growing geopolitical tension and
conflicts continue to have a destabilising
effect in our markets and across
geographical regions. Alongside
an adverse effect upon the economic
outlook, there is a general erosion of
trust in institutions and - in relation
to global cooperation and integration -
an increasing political focus both
on national interests and regional
convergence. Such factors and
economic conditions may be reflected
in our clients’ confidence in making
longer-term investments and
commitments in marketing spend.
Actual or threatened geopolitical tension
and conflicts lead to greater uncertainty,
economic instability and a general lack of
confidence for many of our clients who are
inclined to scale back, delay or cancel their
marketing plans and budgets.
We work closely with our in-country teams, third-party advisors,
clients and other agencies in monitoring the level and nature of
geopolitical issues, events and developments across all markets
and regions.
Our primary focus is the safety and security of our people, and
for extreme events or periods of disruption we have developed a
series of crisis and response plans with clear lines of escalation to
the Board and Executive Committee that focus upon the wellbeing
of our people and their families.
We have detailed operational and financial plans, developed
through the consideration of a range of potential scenarios and
outcomes that are continuously monitored and, if required, used
to make interventions and support decision making over our
operations, investments and advice to clients.
STRATEGIC PLAN
The failure to successfully complete
the strategic plan updated in January
2024 to lead through AI, data and
technology, to accelerate growth
through the power of creative
transformation, to build world-class,
market-leading brands and to execute
efficiently to drive financial returns
through margin and cash.
A failure or delay in implementing or
realising the benefits from the strategic
plan may have a material adverse effect
on our market share and our business,
revenues, results of operations, financial
condition or prospects.
Board oversight of the implementation of the strategic plan and
Group simplification and regular briefings on the Group’s response
to economic and geopolitical risks.
The Executive Committee regularly reviews progress against
the strategic plan and actions required to deliver against the plan
and convenes regularly to discuss the Group’s response to and
implementation of the measures highlighted above to mitigate
the impact of economic and geopolitical risks on the Group’s
operations, people, clients and financial condition.
The focus on managing cost and changes in ways of working have
accelerated aspects of the strategic plan as we continue to move
towards a simplified company structure and enhanced use of
technology, including generative AI, by our people.
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PRINCIPAL RISK
POTENTIAL IMPACT
HOW IT IS MANAGED AND
REFLECTED IN OUR STRATEGIC PRIORITIES
AI STRATEGY
WPP Open is our AI-driven operating
system for marketing transformation
– it brings together, through
proprietary AI models created within
WPP, diverse datasets across media,
performance, client and industry
insights, it offers intelligent workflow
and operations in a centralised
workspace, it augments creative and
strategic capabilities in an enterprise-
level generative AI studio and it
integrates, through WPP’s technology
partnerships, third-party technologies
and data to provide an industry
solution. Delay in adoption and
leverage of the opportunities offered
by WPP Open and AI in general may
impact the services WPP provides
to its clients, as well as the overall
operation of the business.
WPP may incur costs when ensuring
it can comply with the introduction
of AI laws and regulations, including
the EU AI Act. This would be through
review of IT systems and processes,
which may require refinement or
amendment, to ensure regulation
can be adhered to.
IP laws and in particular the analysis
of copyright infringement is evolving
in generative AI specifically. Where
AI is used in client deliverables,
IP infringement risk, in particular
copyright infringement risk, must
be assessed in the context of the
underlying data sets used in the
creation of client work.
Without the automation and efficiency
gains offered by generative AI, and AI
more broadly, we may experience
increased costs and inefficiencies in our
operations impacting profitability and
competitiveness.
Clients expect us to use generative
AI-driven tools and technologies
in our services and deliverables and are
increasingly able to purchase and use
licences to such tools and technologies
themselves. If we fail to adopt generative
AI at pace and continue to advance and
evolve our commercial model, we may
struggle to keep up with these demands,
leading to decreased relevance and
effectiveness of our services and
deliverables for clients, and allow an
opportunity for AI vendors to contract
directly with our clients.
Falling behind competitors leveraging
the opportunities AI offers to gain
a competitive advantage could result
in lost market share, decreased revenue
and reduced profitability.
We may struggle to attract and retain
talent, further hindering our ability
to innovate and compete.
Generated materials may infringe
third-party IP resulting in legal costs
and client reputation impact.
The Chief AI Officer, working together with the CEO and CTO,
is responsible for the strategic direction of generative AI in
the business.
We have established a Generative AI Governance Committee
which oversees the application and adoption of, and risks
associated with, generative AI across WPP. This committee
includes the CEO, CTO and Chief Privacy Officer and other senior
stakeholders in the business with responsibility for the safe and
responsible use of generative AI within the Group. This committee
will be expanded in 2025 to cover all AI risk.
We have developed and continue to invest in WPP Open, which
is available to all staff in order to support our work and deliverables
both internally and for clients.
We have established partnerships with leading generative
AI platforms, technologies and companies, including NVIDIA.
We actively monitor the changing regulatory landscape and the
introduction of new laws regulating AI to assess the impact on our
business and work, including detailed review of the EU AI Act and
evolving IP laws (including copyright), and how they will impact
how we service our clients.
We have a comprehensive due diligence process in place to
review the third-party AI tools/platforms used in the business.
This process considers the use case for the tool/platform and
includes reviews of the security, legal and technology aspects
of the tool/platform as well as sources of underlying learning data,
where applicable, to develop a ‘traffic light’ approach to risk.
While AI provides many opportunities (including efficiencies
and new services and offerings), we also continue to review and
consider the impact around our business model through the
Generative AI Governance Committee, reporting to the Board
and Audit Committee on identified risks and impacts.
IT AND SYSTEMS
We continue to undertake a series of
IT programmes devised to prioritise
the most critical changes necessary
to support the Group’s strategic
plan while maintaining the operational
performance and security of
core systems.
The Group is reliant on third parties
for the performance of a significant
portion of our worldwide information
technology and operations functions.
Failures or delays in providing these
functions could have an adverse
effect on our business.
Any failure or delay in implementing the IT
programmes may have a material adverse
effect upon the overall strategic plan and
the realisation of key targeted benefits
and savings.
Disruption and unavailability of critical
systems may lead to disruption in our
operations and client service delivery.
The Board and management team provide oversight and governance
of the most important IT and systems change initiatives the
business is pursuing.
Detailed plans have been prepared for each major systems initiative
and overall progress, challenges and risks are monitored as part
of our project management processes and discussed in dedicated
steering committees which also agree upon any corrective action
that may be required, including around supplier resilience.
Progress reports are also completed as part of regular briefings
that the Board receives on the overall implementation of the
strategic plan.
KEY
Increased risk
No change from last year
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PRINCIPAL RISKS AND UNCERTAINTIES
PRINCIPAL RISK
POTENTIAL IMPACT
HOW IT IS MANAGED AND
REFLECTED IN OUR STRATEGIC PRIORITIES
CLIENT LOSS
We compete for clients in a highly
competitive industry which is
continuously evolving and undergoing
structural change and advancements
in AI, data and technology. Client
net loss to competitors or as a
consequence of client consolidation,
insolvency or a reduction in marketing
budgets due to a geopolitical change
or shift in client spending, could have
a material adverse effect on our
market share, business, revenues,
results of operations, financial
condition and prospects.
The competitive landscape in our industry
is constantly evolving and the role of more
traditional services and operators in our
sector who have not successfully diversified
is being challenged. Competitors include
multinational advertising and marketing
communication groups, marketing services
companies, database marketing information
and measurement and professional
services, and consultants and consulting
internet companies.
Client contracts can generally be
terminated on 90 days’ notice or are on
an assignment basis and clients put their
business up for competitive review from
time to time.
The ability to attract new clients and to
retain or increase the amount of work from
existing clients may be impacted if we fail
to react quickly enough to changes in the
market and to evolve our structure, or as
a consequence of any loss of reputation,
and may be limited by clients’ policies
on conflicts of interest.
The strategic plan updated in January 2024 places emphasis on
leading through AI, data and technology, accelerating growth
through the power of creative transformation, building worldclass,
market-leading brands and executing efficiently to drive financial
returns through margin and cash.
Renewed investment in WPP Open, our AI-powered marketing
operating system, and increasing engagement amongst
employees (74% increase in monthly active users since the start
of 2024 to 33,000) and deployment through clients (see page 67).
Continuous improvement of our creative, media and production
capabilities and reputation of our businesses. The development
and implementation of senior leadership incentives to align more
closely with our strategy and performance.
Business review at every Board, Executive Committee and network
management meeting to identify client loss. Monthly updates to
the executive management team on the status of the Group’s
major clients and upcoming pitches for potential new clients.
Continuous engagement with our clients and suppliers through
this period of uncertainty and reduction in economic activity.
Board focus on the importance of a positive and inclusive
culture across our business to attract and retain talent and clients.
A continued simplification of our organisational structure
(and therefore structural cost savings) and more collaborative
working through the opening of further campus co-locations
(see page 33).
CLIENT CONCENTRATION
We receive a significant portion of
our revenues from a limited number
of large clients and the net loss of one
or more of these clients or of a major
assignment with them could have
a material adverse effect on our
prospects, business, financial condition
and results of operations.
A relatively small number of clients
contribute a significant percentage of
our consolidated revenues. Our ten largest
clients accounted for 19.7% of revenue
less pass-through costs in the year ended
31 December 2024.
Clients can reduce their marketing spend,
terminate contracts or cancel projects on
short notice. The loss of one or more of
our largest clients or of a major assignment
with them, if not replaced by new accounts
or an increase in business from existing
clients, would adversely affect our
financial condition.
Business review at every Board meeting and regular engagement
at executive level with our clients including GCL (Global Client
Lead) and business development teams monitoring (including
through client satisfaction surveys) and supporting growth of
client relationships.
A ‘new and existing business’ tracker is reviewed by the Executive
Committee on a monthly basis with regular updates provided to
the Board.
Increased flexibility in the cost structure (including incentives,
consultants and freelancers).
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PRINCIPAL RISK
POTENTIAL IMPACT
HOW IT IS MANAGED AND
REFLECTED IN OUR STRATEGIC PRIORITIES
PEOPLE, CULTURE AND SUCCESSION
Our performance could be adversely
affected if we: do not react quickly
enough to changes in our market;
fail to attract and develop key creative,
commercial, technology and
management talent; are unable to retain
and incentivise key talent; or are unable
to adapt to new ways of working by
balancing home and office working.
We are highly dependent on the talent,
creative abilities and technical skills of
our people as well as their relationships
with clients.
We are vulnerable to the loss of people
to competitors (traditional and emerging)
and clients, leading to disruption to
the business.
The Compensation Committee provides oversight for the Group’s
compensation and incentive plans, which are structured to provide
retention value by, for example, paying part of annual incentives
in shares that vest two years after grant date.
WPP’s All In survey provides the Board, Executive Committee
and senior leaders across the Group with the general sentiment,
opinions and concerns of employees and was completed by 72%
of our people in 2024. Headline findings included general and local
views on engagement, career growth, leadership, clients, wellbeing
and inclusion and have contributed to the menu of initiatives
available to our people.
We continue to work across the Group to embed collaboration
and invest in training and development to retain and attract
talented people.
The investment in co-located campus properties continues
to increase the cooperation across our agencies and provides
extremely attractive and motivating working environments.
Our real estate teams work closely with people teams across
the business to consider how space is being utilised to support
collaboration and innovation, and also operations: co-locating
our people in fewer, higher-capacity campus buildings means we
can centralise emergency preparedness procedures and deploy
climate mitigation measures more efficiently.
We also continue to focus on the mental health of our people
by providing access to wellbeing resources, support networks,
funded events, discussion forums and additional time off.
Looking ahead, succession planning for the Chief Executive Officer,
the Chief Financial Officer and key executives of the Company
is undertaken by the Board and Nomination and Governance
Committee on a regular basis and a pool of potential internal
and external candidates is identified for both emergency and
planned scenarios.
CYBER AND INFORMATION SECURITY
WPP has in the past, and may in the
future, experience a cyber attack that
leads to harm or disruption to our
operations, systems or services.
This risk is also likely to increase as
the prevalence and sophistication of
generative AI means there is potential for
both human and AI-generated attacks.
Such an attack may also affect suppliers
and partners through the unauthorised
access to, or manipulation, corruption
or destruction of, data.
We may be subject to investigative or
enforcement action or legal claims or
incur fines, damages or costs and client
loss if we fail to adequately protect data.
A system breakdown or intrusion could
have a material adverse effect on our
business, revenues, results of operations,
financial condition or prospects and have
an impact on long-term reputation and
lead to client loss.
The imposition of sanctions and the
associated geopolitical situation following
the conflicts in Ukraine and the Middle
East have triggered an increase in cyber
attacks generally.
WPP has a single IT control framework that is mandatory for all
WPP agencies and is aligned to the WPP Data Privacy & Security
Charter, NIST, IS27001 and COBIT.
We monitor and log our network and systems through the WPP
24/7 Cyber Security Operations Centre, as well as undertaking
threat intelligence activities, vulnerability scanning and
penetration testing, where appropriate.
Breach and attack simulation software provides continuous
assessment and incident response plans and playbooks are tested,
with lessons learned and improvements made.
We continually raise our people’s security awareness through our
mandatory WPP Safer Data training and rolling phishing simulation
and education programmes.
WPP’s Data Privacy, Security & Ethics Risk Committee (a sub-
committee of the WPP Risk Committee) meets quarterly and
includes WPP’s Chief Information Officer, Chief Information
Security Officer, Chief Privacy Officer, Chief Sustainability Officer
and Chief Technology Officer. This sub-committee is responsible
for identifying and responding to privacy, technology, data and
cybersecurity risk across WPP.
KEY
Increased risk
No change from last year
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PRINCIPAL RISKS AND UNCERTAINTIES
PRINCIPAL RISK
POTENTIAL IMPACT
HOW IT IS MANAGED AND
REFLECTED IN OUR STRATEGIC PRIORITIES
CREDIT RISK
We are subject to credit risk through the
default of a client or other counterparty.
Challenging economic conditions,
heightened geopolitical issues, shocks
to consumer confidence, disruption
in credit markets and challenges
in the supply chain disrupting our client
operations can lead to a worsening
of the financial strength and outlook for
our clients who may reduce, suspend or
cancel spend with us, request extended
payment terms beyond 60 days or be
unable to satisfy obligations.
We are generally paid in arrears for our
services. Invoices are typically payable
within 30 to 60 days.
We commit to media and production
purchases on behalf of some of our clients
as principal or agent depending on the
client and market circumstances. If a client
is unable to pay sums due, media and
production companies may look to us to
pay those amounts and there could be an
adverse effect on our working capital and
operating cash flow.
Evaluating and monitoring clients’ ongoing creditworthiness and
in some cases requiring credit insurance or payments in advance.
We work closely with our clients to ensure timely payment for
services in line with contractual commitments and with vendors
to maintain the settlement flow on media.
Treasury and our liquidity position is a recurring agenda item
for the Audit Committee and Board.
Increased management processes to manage working capital
and review cash outflows and receipts.
INTERNAL FINANCIAL CONTROLS
Our performance could be adversely
impacted if we fail to ensure adequate
internal control procedures are in
place. If material weaknesses are
identified, they could adversely
affect our results of operations,
investor confidence in the Group and
the market price of our ADRs and
ordinary shares.
Failure to ensure that our networks have
robust control environments, or that the
services we provide and trading activities
within the Group are compliant with
client obligations, could adversely
impact client relationships and business
volumes and revenues.
If material weaknesses in internal controls
are discovered or occur in the future,
our ability to accurately record, process
and report financial information and,
consequently, our ability to prepare
financial statements within required time
periods, could be adversely affected.
In addition, the Group may be unable
to maintain compliance with the
federal securities laws and NYSE listing
requirements regarding the timely filing
of periodic reports. Any of the foregoing
could cause investors to lose confidence
in the reliability of our financial reporting,
which could have a negative effect on the
trading price of the Group’s ADRs and
ordinary shares.
Transparency and contract compliance are embedded through
the networks and reinforced by audits at a WPP and network level.
Regular monitoring of key performance indicators for trading
is undertaken to identify trends and issues.
An authorisation matrix on inventory trading is agreed with the
Board and the Audit Committee.
Our controls function is responsible for the design of financial,
operational, reporting and compliance controls across the
Group and, under the direction of our Group Financial Controller,
performs an evaluation of the effectiveness of our internal control
over financial reporting. Our technical accounting function
supports both these review efforts and complex accounting
matters and judgements, and changes in accounting standards.
Alongside the ongoing ERP deployment and finance shared service
optimisation programmes, management has set clear control
enhancement objectives for 2025 as part of the ongoing and
continued development of the Group’s controls culture,
formalising its continuous improvement activities into a
Controllership Enhancement programme.
Management is committed to maintaining a strong internal control
environment, with appropriate oversight and monitoring, from
controls committees which sit at WPP and at network level as
sub-committees of the Risk Committees and meet quarterly,
and from our Audit Committee.
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PRINCIPAL RISK
POTENTIAL IMPACT
HOW IT IS MANAGED AND
REFLECTED IN OUR STRATEGIC PRIORITIES
DATA PRIVACY
We are subject to strict data
protection and privacy legislation
in the jurisdictions in which we operate
and rely extensively on information
technology systems. The use of AI,
while offering significant benefits,
introduces specific data privacy risks
related to data collection, model
training and automated decision-
making. We store, transmit and rely
on critical and sensitive data such as
strategic plans, personally identifiable
information and trade secrets:
– Security of this type of data is
exposed to escalating external
threats, that are increasing in
sophistication, as well as internal
data breaches
– Data transfers between our global
operating companies, clients or
vendors may be interrupted due
to changes in law (for example,
EU adequacy decisions, CJEU
Schrems II decision)
We may be subject to investigative
or enforcement action or legal claims
or incur fines, damages, or costs and
client loss if we fail to adequately protect
data or observe privacy legislation in
every instance:
– The Group has in the past, and may
in the future, experience a system
breakdown or intrusion that could
have a material adverse effect
on our business, revenues, results
of operations, financial condition
or prospects
– Restrictions or limitations on
international data transfers could
have an adverse effect on our business
and operations
– Misuse or unintended consequences
of AI technologies could lead to
breaches of data privacy, reputational
damage and regulatory scrutiny
We develop principles on privacy and data protection and
compliance with local laws. We also monitor pending changes
to regulations and identify changes to our processes and policies
that would need to be implemented. In the case of data transfers,
we also identify alternative approaches, including using other
permitted transfer mechanisms to limit any potential disruption
(for example, SCCs instead of the US Data Protection Framework).
We implement extensive training on data protection regulations
(including GDPR and CPPA) and roll out toolkits to assist our people
with their implementation.
We have a Chief Privacy Officer and Global Data Protection Officer
in role and supported by a Data Protection Office. Data privacy
activities across WPP are governed by the WPP Data Privacy &
Security Charter and follow the WPP Privacy Management
Framework.
WPP’s Data Privacy, Security & Ethics Risk Committee (a sub-
committee of the WPP Risk Committee with responsibility for
identifying and responding to privacy, technology, data and
cybersecurity risk) meets quarterly and includes WPP’s CIO, CISO,
Chief Privacy Officer, DPO, Chief Sustainability Officer and CTO.
Our people must take Privacy & Data Security Awareness training
and understand the WPP Data Code of Conduct and WPP policies
on data privacy and security.
The Data Health Checker survey is performed annually to
understand the scale and breadth of data we collect so the level
of risk associated with this can be assessed.
Tailored risk assessments have been conducted for key business
functions, including Finance, Security, IT, and People, to identify
and mitigate specific data privacy risks associated with AI
implementation within those areas. These assessments inform
function-specific policies, procedures, and training programmes.
Annual reporting to the Audit Committee on significant regulatory
changes, data privacy risks and steps taken to mitigate those risks.
TAXATION
WPP’s tax charge could be adversely
impacted by new tax rules, changes
to the application of existing rules
or higher tax rates.
Changes in local or international tax
rules and rates, changes arising from the
application of existing rules, new demands
and assessments or challenges by tax
authorities, may expose us to significant
additional tax liabilities or impact the
carrying value of our deferred tax assets,
which would affect the future tax charge
and our liquidity position.
We actively monitor any proposed regulatory or statutory changes
and consult with government agencies where possible on such
proposed changes.
Bi-annual briefings to the Audit Committee of significant
changes in tax laws and their application and regular briefings
to executive management.
We engage advisors and legal counsel to obtain opinions on
tax legislation and principles.
We seek to identify, evaluate and mitigate operational tax risks
through our tax control framework.
KEY
Increased risk
No change from last year
83
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STRATEGIC REPORT
83
PRINCIPAL RISKS AND UNCERTAINTIES
PRINCIPAL RISK
POTENTIAL IMPACT
HOW IT IS MANAGED AND
REFLECTED IN OUR STRATEGIC PRIORITIES
REGULATORY
We are subject to strict anti-corruption,
anti-bribery and anti-trust legislation
and enforcement and incoming
anti-fraud legislation in the countries
in which we operate.
We operate in a number of markets
where the corruption risk has been
identified as high by groups such as
Transparency International.
Failure to comply or to create a culture
opposed to fraud, bribery and corruption
or failure to instil business practices that
prevent both human and AI-generated
fraud and corruption could expose
us to civil and criminal sanctions and
negatively impact our reputation or
financial condition.
Online and in-country ethics, anti-bribery, anti-corruption,
anti-fraud and anti-trust training on a Group-wide basis to raise
awareness and seek compliance with our Code of Conduct and
AFBAC Policy.
A continuously evolving business integrity programme to ensure
compliance with our codes and policies and remediation of any
breaches of policy.
Continuous communication of the confidential, independently
operated Right to Speak helpline for our people and stakeholders
to raise any potential breaches of our Code and policies, which
are investigated and reported to the Audit Committee
on a regular basis.
Due diligence on acquisitions and on selecting and appointing
suppliers, an actively managed disclosure programme and
approvals process around conflicts of interest and related party
interests and (separately) around gifting, entertainment and
hospitality and restrictions on the use of third-party consultants
in connection with any client pitches.
Shared financial services in the markets in which we operate and
a controls function which operates at WPP and at network level.
Risk committees are well established at WPP and across the
networks to monitor risk and compliance through all of our
businesses and the enhancement of our business integrity
programme across our markets. For details of the risk committees’
responsibilities and our business integrity programme,
see pages 73-74.
SANCTIONS
We are subject to the laws of the US,
the EU, the UK and other jurisdictions
that impose sanctions and regulate the
supply of services to certain countries.
The conflict in Ukraine has caused the
adoption of comprehensive sanctions
by, among others, the EU, the US and
the UK, which restrict a wide range of
trade and financial dealings with Russia
and Russian persons.
Failure to comply with these laws could
expose us to civil and criminal penalties
including fines and the imposition
of economic sanctions against us and
reputational damage and withdrawal
of banking facilities which could materially
impact our results.
Online training to raise awareness and seek compliance and
updates for our agencies on any new sanctions.
Regular briefings to the Audit Committee and constant monitoring
by the WPP legal function with assistance from external advisors
of the sanctions regimes. Executive Committee briefed and working
with the WPP legal function to ensure compliance with escalating
sanctions as a consequence of the conflict in Ukraine.
PRINCIPAL RISKS AND UNCERTAINTIES CONTINUED
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STRATEGIC REPORT
84
PRINCIPAL RISK
POTENTIAL IMPACT
HOW IT IS MANAGED AND
REFLECTED IN OUR STRATEGIC PRIORITIES
ENVIRONMENTAL, SOCIAL & GOVERNANCE (ESG)
The Group’s operations could be
disrupted by an increased frequency
of extreme weather and climate-
related natural disasters.
The Group could be subject to
increased costs to comply with the
potential future changes in ESG law
and regulations. This includes the EU
Corporate Sustainability Reporting
Directive (CSRD) and the IFRS
Sustainability Standards.
A failure to manage the complexity
in carbon emission accounting for
marketing or to consider Scope 3
emissions in new technology and
business model innovation across the
supply chain could have an adverse
effect on our business and reputation.
We are susceptible to reputational
risk associated with working on client
briefs perceived to be environmentally
detrimental and/or misrepresenting
environmental claims.
More frequent extreme weather and
climate-related natural disasters could
include storms, flooding, wildfires and
water and heat stress which can damage
our buildings, jeopardise the safety and
wellbeing of our people and significantly
disrupt our operations.
We could be subject to increased costs
to comply with potential future changes
in ESG laws and regulations. This includes
increasing carbon offset pricing to meet
our climate commitments.
Increased investment is also required to
renovate and electrify buildings, embed
sustainability in AI development and
develop internal ESG reporting capacity
and capabilities.
In addition, carbon emission accounting for
marketing is in its infancy and methodologies
continue to evolve. This is particularly the
case for emissions associated with digital
media. This may result in the need for
future emissions restatements to reflect
measurement changes.
Furthermore, as societal consciousness
around climate change evolves, our sector
is seeing scrutiny of its role in driving
consumption. Our clients seek expert
partners who can give recommendations
that take into account their impact
and stakeholder concerns around
climate change.
Additionally, WPP serves some clients
whose business models are under increased
scrutiny, for example, energy companies
or associated industry groups. This creates
both a reputational and related financial
risk for WPP if we are not rigorous in our
content standards.
Our Crisis Management and Business Resilience function provides
global standards for operational resilience: strategy, governance,
policy, resources and training assets to better plan for and respond
to crisis events of all types and at all degrees of scale. This includes
extreme weather events and also the Employee Assistance
Programme is activated in response to climate-related extreme
weather events. In addition, climate-related risk is considered
in our co-location strategy as noted above and as needed we also
employ a hybrid working approach, providing additional resilience
by enabling full remote working – provided employees and their
families are in safe locations – during extreme weather events.
We are developing an ESG compliance roadmap to deliver against
our regulatory obligations, including for the EU Corporate
Sustainability Reporting Directive.
Our Transition Plan will provide the roadmap to achieving our
carbon reduction commitments. As part of this plan and through
our work to decarbonise media and media supply chains, we are
exploring opportunities to improve accounting for emissions
from media.
To manage the cost and quality of carbon credits purchased
to offset residual emissions, WPP’s Sustainability Policy and
Environmental Policy include policy guidance around offsetting.
We are further developing our offsetting strategy as part of our
Transition Plan.
The Board Sustainability Committee gives increased focus on
sustainability and implementation of our plans and policies. ESG
reporting has been embedded in the Terms of Reference of the
Audit Committee, providing increased focus on the development
of our non-financial reporting capabilities.
Measuring and monitoring sustainability KPIs is critical to meet
our sustainability strategy and targets. We are embedding ESG
controls across our operations to enhance the accuracy of our
disclosures across material ESG topics.
In 2024, we launched a Future Readiness Academy for Sustainability.
Modules covering Climate Essentials and Green Claims are
accessible to all employees globally and seek to ensure that our
people recognise the importance of our sector’s role in addressing
the climate crisis. The Academy is part of a broader sustainability
training programme being run in multiple markets with localised
content in key regions.
We have developed internal tools to help our people identify
potentially environmentally harmful briefs. These tools embed
climate-related issues within existing content review procedures
across the organisation. The misrepresentation of environmental
issues is governed by our Code of Business Conduct. Our
Assignment Acceptance Policy and Framework and Green Claims
Guide provide further guidance about how to conduct additional
due diligence in relation to clients and any work we are asked
to undertake.
Further information on ESG governance and ESG reporting is
provided in the Sustainability section of this report (pages 36-61).
KEY
Increased risk
No change from last year
85
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STRATEGIC REPORT
85
PRINCIPAL RISKS AND UNCERTAINTIES
In this section
Chair’s letter
88
Compliance with the UK Corporate
Governance Code
91
Our Board
92
Our Executive Committee
95
Division of responsibilities
97
How our Board engages with stakeholders
98
Board activities
102
Composition, succession and review
103
Nomination and Governance Committee report
105
Audit Committee report
110
Sustainability Committee report
117
Compensation Committee report
119
Statement of Directors’ responsibilities
143
CORPORATE
GOVERNANCE
WPP ANNUAL REPORT 2024
86
WPP ANNUAL REPORT 2024
87
CORPORATE GOVERNANCE
WPP ANNUAL REPORT 2024
CHAIR’S LETTER
A STRONG BOARD, TALENTED PEOPLE
AND LEADING CAPABILITIES
First, WPP has a strong and experienced
Board which upholds high standards of
governance. The Board has refreshed its
composition well in recent years and its
members have the capabilities and expertise
required to support the business effectively.
Second, we have talented people and
high-end capabilities throughout the
Company. The leadership team headed
by Mark is a committed group who are
passionate about delivering for our clients
to drive success for WPP and value for its
shareholders.
I have already had the opportunity to meet
many colleagues around the world, including
– though not limited to – our senior leaders
in the UK and the US. The quality of the work
WPP produces for clients, and the Company’s
status as the most creative in the industry,
provide clear evidence of how good our
people are and how they strive for excellence.
Our technology credentials are also a
significant and important strength. WPP
has built a leadership position in AI that
creates the opportunity to differentiate
the Company from its peers and drive
improved performance.
The Board and leadership team are rightly
focused on ensuring investment in AI,
and in particular WPP Open, the Company’s
AI-powered marketing operating system,
translates into faster growth. There are
promising signs, given the role of WPP Open
in several major account wins in 2024, and
its growing adoption within the business.
TRANSFORMING THE BUSINESS
IN A FAST-CHANGING WORLD
Third, WPP has been through a necessary
and difficult transformation process over
the last few years, the scale of which has
perhaps not always been fully appreciated
by all external observers. WPP was a deeply
complex organisation, creating significant
operational, cultural and governance
challenges.
Great progress has been made, though there
remains work to do as the integration and
simplification of very large businesses within
WPP bed in, creating the foundations for
improved performance in the future.
It is a real privilege to chair the Board of
a company like WPP. Few organisations
have such an impressive client base, or
WPP’s global presence and depth of talent.
Fewer still can match its ambition to
transform marketing through the innovative
application of creativity and technology
for the world’s leading brands.
WPP is also a cornerstone of the creative
industries. I spent early parts of my career
in marketing, which left me with me a deep
respect for the profession and an appreciation
of the sector’s wider value. The marketing
services industry not only drives the success
of individual brands, but acts as a catalyst
for whole economies. It is estimated that
advertising contributes more than
£200 billion to the UK economy alone.
So I was delighted to be asked to take up
the baton from Roberto, who chaired WPP
with such skill and dedication throughout his
tenure. I am grateful to him, the Nomination
and Governance Committee and the rest of
the Board for enabling a smooth transition,
from joining the Board as Chair-designate
in September 2024 to becoming Chair in
January this year.
As I write this I have only been in the role for
a short period, but I wanted to share some
early observations on the business and the
environment in which it operates.
WPP IS WELL PLACED
TO CAPITALISE ON THE
CHANGING MARKET
LANDSCAPE”
Philip Jansen,
Chair, WPP
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WPP ANNUAL REPORT 2024
PERFORMANCE AND OUTLOOK
Prior-year client losses, on top of difficult
trading in China and weaker client
discretionary spending in the final
quarter, made for a disappointing
financial performance in 2024. And the
macroeconomic environment has weighed
on the Company’s outlook for 2025.
Despite the challenges, there was strategic
progress in 2024, as outlined in this report.
The Company improved margin and cash
conversion, reduced debt and maintained
its final dividend of 24.4p, giving a total
dividend of 39.4p for 2024.
Both the Board and management team
are clear on the need to drive stronger
top-line growth and at the Preliminary
Results presentation at the end of February
the executive team laid out its plan to
achieve this objective.
Supporting the team and reviewing
progress will be the number one priority
for the Board in 2025.
LISTENING TO OUR STAKEHOLDERS
My personal priority in my first months with
WPP has been to spend as much time as
possible listening to the Company’s most
important stakeholders.
A comprehensive induction process has
allowed me to speak to many people
in different parts of the business, across
our agencies and markets, to hear their
perspectives and to understand WPP
at a more granular level.
Along with my fellow board members I have
also reviewed the results of WPP’s annual
All In survey, which in 2024 was completed
by nearly 79,000 employees (72% of the
workforce). I know that building on the
positives and addressing opportunities
for improvement identified by the survey is
important to the leadership team, particularly
as our agencies look to strengthen culture
and collaboration through the new,
WPP-wide office attendance policy.
Another aspect of my engagement
programme has been to take on board the
views of those we do business with. Clients
have consistently told me that marketing
is an essential part of their strategy and
that what WPP does for them is therefore
mission-critical – reinforcing the trust that
major organisations place in this company.
A common message is that they appreciate
the way that WPP has changed to meet their
own changing needs, that we have often
been a vital part of their own transformation
journeys, and that they need us to continue
to evolve in line with their requirements.
On that theme, I recently joined other
members of the Board and leadership team
on a trip to Palo Alto to meet key clients,
suppliers and partners who are central to
the technological revolution that is reshaping
the marketing services industry.
This made clear to me that WPP is a highly
regarded and influential partner to these
companies, as well as a key player in the
ecosystem. It also underlined the scale of
both the challenges and the opportunities
ahead driven by the incredibly rapid
development of AI.
I am looking forward to discussing these
trends, and our people’s insights and
capabilities, when I meet shareholders on
our upcoming investor roadshow. As with
other stakeholders, I will be mostly in
listening mode.
I will, though, emphasise that the Board
and management team are absolutely
focused on delivering improved returns
for our shareholders through sustained,
profitable growth at WPP.
GroupM, for example, while an exceptional
business, has undergone essential but
large-scale change and needs time to
complete its turnaround under its new
leadership and structure.
GroupM’s challenges in China also illustrate
the task that has faced leadership, who
have strengthened oversight and controls
in relation to trading activities in this
strategically important market.
Fourth, WPP operates in an industry that
is not only one of the most competitive in
the world, but is also being fundamentally
reshaped – at great speed – by technology
and other structural changes.
WPP is well placed to capitalise on the
changing market landscape but such
disruption also presents risks, not least
in a global company exposed to the
impact on clients of macroeconomic and
geopolitical uncertainty. We outline all our
principal risks and uncertainties from page 78
of this report.
WORKING WITH THE WORLD’S
TOP BRANDS
Finally, WPP has a list of clients and partners
that would be the envy of any company
in the world. Our agencies work with the
biggest names in almost every sector
of global business.
As our leadership team has acknowledged,
WPP’s competitive performance in
winning and retaining assignments has
not consistently been at the level they
would expect.
Nonetheless, the Company continues to
serve many of the planet’s most admired
brands and organisations, who look to WPP
to help them grow their businesses, and has
been successful in several of the industry’s
biggest pitches in recent times. It also has
the closest relationship among its peers with
the major global technology companies.
This is a solid platform from which to build.
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CHAIR’S LETTER
CHAIR’S LETTER CONTINUED
BOARD AND LEADERSHIP
TEAM COMPOSITION
WPP has a robust and long-running
programme to ensure that the composition
of the Board and executive leadership team
is continuously reviewed in line with the
principles of good governance and the
needs of the business.
As Roberto wrote in this report last year,
the Board continues to work closely with
Mark and the Company’s People team on
succession planning for all Executive Board
Director, Executive Committee and other
key leadership roles.
Such horizon-scanning gives the Board
visibility of internal and external candidates
for both unforeseen and planned scenarios.
It also supports efforts to ensure that the
Board and senior executive levels of WPP
reflect the world at large, recognising the
value of wide representation to the business
and its stakeholders.
WPP continues to exceed the UK board
diversity recommendations of the FTSE 100
Women Leaders Review and Parker Review.
FOCUSED ON CLIENTS,
AND THE FUTURE
There are two things that most of the people
I have met at WPP seem to have in common.
First, they are relentlessly focused on the
needs of their clients. Doing the best possible
work is a principle embedded in the fabric of
the organisation.
And second they are always looking forwards
– towards the new campaign, the upcoming
pitch, the latest technological innovation,
the next cultural trend.
I am sure these qualities are why clients want
to work with our agencies, and why they
attract such smart, curious, creative people.
Those people have given me a very warm
welcome to WPP, as well as confidence in
its future. Thank you to all of them.
Philip Jansen
Chair
28 March 2025
MY PERSONAL PRIORITY
IN MY FIRST MONTHS
WITH WPP HAS BEEN
TO SPEND AS MUCH TIME
AS POSSIBLE LISTENING
TO THE COMPANY'S
MOST IMPORTANT
STAKEHOLDERS”
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WPP ANNUAL REPORT 2024
COMPLIANCE WITH THE UK
CORPORATE GOVERNANCE CODE
During the year ended 31 December 2024,
the Company was compliant with the
provisions of good governance contained
in the 2018 UK Corporate Governance Code
(the 'Code’). The table below shows where
shareholders can find further information on
how the Company has applied the principles
of the Code.
The Company’s American Depositary Shares
are listed on the New York Stock Exchange
(NYSE). The Company is therefore subject
to the rules of the NYSE, as well as to US
securities laws and the rules of the Securities
and Exchange Commission (SEC) applicable
to foreign private issuers. As the Company
follows UK corporate governance standards,
differences from the NYSE governance
standards are summarised in the Company’s
Form 20-F filing. A copy of the Code is
available from the Financial Reporting
Council’s website at frc.org.uk
Please see page 113 for details of preparatory
work for the implementation of the 2024 Code
COMPLIANCE WITH THE CODE
3. COMPOSITION, SUCCESSION AND REVIEW
– The composition of the Board, along with members’ biographies
and tenure, is on pages 92-94
– The Nomination and Governance Committee report is on
pages 105-109 and provides information on the Committee’s work
this year, including succession planning
– The outputs of the Board performance review are on page 107
4. AUDIT, RISK AND INTERNAL CONTROL
– Our Viability Statement and how we assess and manage
our risks are on pages 77-85
– The Audit Committee report on pages 110-116 provides details
of the Committee’s oversight of the financial reporting
process, the review of our risk management and internal
control framework and responsibilities relating to internal
and external audit
5. REMUNERATION
– The Compensation Committee report on pages 119-142 sets out
responsibilities relating to the Compensation Policy and
determining executive and senior management arrangements
1. BOARD LEADERSHIP AND COMPANY PURPOSE
– The role of the Board is set out on page 97
– The Board’s approach to engagement and statement
on Section 172 factors is on page 99
– How the Board and management have engaged with
stakeholders is on pages 99-101
– An overview of the Company’s vision and purpose is set out
on the inside front cover
– How the Board promotes and assesses the desired culture
is set out from pages 42-44, 73-76 and 100
– Our strategy, overseen by the Board, is set out from pages 16-35
– A summary of our Group policies and practices is on page 41
2. DIVISION OF RESPONSIBILITIES
– Our Governance Model on page 97 sets out the division
of responsibilities between the Chair, CEO and Non-
Executive Directors
– Details of each Board committee are provided in the
respective committee reports from pages 105-142
91
CORPORATE GOVERNANCE
WPP ANNUAL REPORT 2024
OUR BOARD
Appointed: 16 September 2024 (Chair from 1 January 2025)
Nationality: British
Skills and experience:
With his marketing background and experience leading technology and consumer
goods companies, Philip has deep insight into the marketing services industry.
Philip was Chief Executive of BT Group from 2019 to February 2024. Before that
he was CEO of Worldpay, the technology-led global payments services group.
Previous roles include CEO and then Chairman of Brakes Group, and a variety of
senior positions in Sodexo Group. Philip began his career at Procter & Gamble,
going on to hold marketing director roles at Dunlop Slazenger and Telewest before
moving into general management first at Telewest and then MyTravel. He was a
non-executive director of Travis Perkins for four years.
External appointments:
Trustee, Wellbeing of Women;
Senior Advisor, Bain Capital.
PHILIP JANSEN
CHAIR
Appointed: 3 September 2018 Nationality: British
Skills and experience:
Mark has held multiple leadership positions at WPP since joining in 1989. As CEO
of WPP Digital he was responsible for WPP’s first moves into technology. In 2015,
he became Global CEO of Wunderman, which he transformed into one of the world’s
leading agencies. Mark received a Fellowship in 2021 for outstanding services to the
industry in the IPA’s New Year’s Honours. In 2023 he joined INvolve’s Hall of Fame
following multiple listings as an Empower Advocate (including #1), which recognises
leaders who create diverse and inclusive business environments, alongside his five
consecutive years as a Heroes champion of women in business. Mark was awarded
a CBE in the King’s New Year Honours 2024 list, for services to the creative industries.
Mark has an economics degree from Trinity College, Cambridge, was a Henry Fellow
at Harvard University, and has an MBA from INSEAD.
External appointments:
Trustee, Natural History Museum.
MARK READ CBE
CHIEF EXECUTIVE OFFICER
External appointments:
Non-Executive Director, Informa plc.
Appointed: 19 April 2023, Chief Financial Officer from 27 April 2023
Nationality: Irish
Skills and experience:
Joanne has extensive experience both in the UK and internationally in a variety
of financial and commercial roles. She joined WPP from Britvic, where she was
Chief Financial Officer and Chair of the ESG Committee. Prior to this Joanne had
a successful career at Tesco where, at the time of leaving, she held the position
of Chief Financial Officer of dunnhumby, a global leader in customer data science.
Joanne began her career at KPMG, where she qualified as a chartered accountant.
JOANNE WILSON
CHIEF FINANCIAL OFFICER
0-3 years 2
3-6 years 7
6-9 years 0
9+ years 1
COMMITTEE
MEMBERSHIP KEY
Audit
Compensation
Nomination and Governance
Sustainability
Committee Chair
NON-EXECUTIVE DIRECTOR TENURE AS AT 31 DECEMBER 2024
Director retirements during the year:
Roberto Quarta retired from the Board
on 31 December 2024.
Appointed: 7 September 2023 Nationality: British
Skills and experience:
Andrew joined WPP in 1999, holding a number of leadership roles in the UK and
US before being appointed Chief Operating Officer in 2018. He is responsible for
operational performance and implementing the ongoing simplification of the
Company’s portfolio. Andrew is also responsible for the Company’s mergers and
acquisitions activity and, through acquisitions such as Essence, VML, AKQA, Satalia
and 24/7, he has played a critical role in building WPP’s capabilities in technology
and AI. He oversees WPP’s network of Country Leaders, who connect and
strengthen the talent and resources of the Company’s agencies in their local
markets to deliver growth for clients. Prior to WPP, Andrew was a management
consultant at LEK, the global strategy consulting firm.
Andrew is an engineering graduate and has an MBA with distinction from INSEAD.
External appointments:
None.
ANDREW SCOTT
CHIEF OPERATING OFFICER
92
CORPORATE GOVERNANCE
WPP ANNUAL REPORT 2024
INDEPENDENT NON-EXECUTIVE DIRECTORS
ANGELA AHRENDTS DBE
SENIOR INDEPENDENT DIRECTOR,
NON-EXECUTIVE DIRECTOR
Appointed: 1 July 2020
Nationality: British and American
Skills and experience:
Angela brings expertise as a leader of creative and technology-driven global
businesses. From 2014 until 2019, she was Senior Vice President, Retail, at Apple Inc.,
where she integrated and redesigned the physical and digital global consumer
experience. Angela was CEO of Burberry from 2006 to 2014, where she repositioned
the brand as a luxury high-growth company and created the Burberry Foundation.
Prior to Burberry, Angela was Executive Vice President at Liz Claiborne, Inc. and
President of Donna Karan International, Inc. Angela was a member of the UK Prime
Minister’s Business Advisory Council from 2010 to 2015.
External appointments:
Non-Executive Director, Ralph Lauren
Corporation and Airbnb, Inc.; Chair
of Save the Children International;
Non-Executive Director, charity: water;
Member of CEO Circle, Imagine; Director,
The HOW Institute for Society; Member
of the Global Leadership Council of
the Oxford University Saïd Business
School and BritishAmerican Business
International Advisory Board; Senior
Operating Adviser, SKKY Partners.
SANDRINE DUFOUR
NON-EXECUTIVE DIRECTOR
Appointed: 3 February 2020
Nationality: French
Skills and experience:
Sandrine brings substantial financial expertise gained in global companies and
strong strategic capability to the Board. She is currently CFO of UCB, a global
pharmaceutical company. Previously Sandrine was CFO of Proximus. She held
a number of leadership roles at Vivendi in France and the US across its entertainment
and telecommunications business, and has an enthusiasm for cultural, technological
and business transformation. Sandrine began her career as a financial analyst at BNP
and then Credit Agricole in the telecoms sector. She has held other non-executive
director roles, most recently at Solocal Group.
External appointments:
Chief Financial Officer, UCB.
SIMON DINGEMANS
NON-EXECUTIVE DIRECTOR
Appointed: 31 January 2022
Nationality: British
Skills and experience:
Simon has extensive business, capital markets, technology, corporate finance
and governance experience, and is Chairman of Genomics and Calastone.
He is also a Non-Executive Director of Vodafone Group. He was previously CFO
of GlaxoSmithKline plc from 2011 to 2019. Prior to GSK, Simon worked in investment
banking for 25 years, firstly at SG Warburg and then Goldman Sachs, where he was
Managing Director and Partner. Simon also previously served as Chairman of both
the Financial Reporting Council and the 100 Group of FTSE CFOs.
External appointments:
Chairman, Genomics Limited; Chairman,
Calastone Limited; Non-Executive
Director, Vodafone Group Plc; Trustee,
The King’s Trust.
CINDY ROSE OBE
NON-EXECUTIVE DIRECTOR
Appointed: 1 April 2019
Nationality: British and American
Skills and experience:
Cindy has extensive experience as a leader in the technology and media sectors,
and brings exceptional knowledge of the role technology plays in business
transformation. She was appointed Chief Operating Officer for Microsoft Global
Enterprise in March 2023. Prior to this, Cindy was President of Microsoft Western
Europe, and also CEO of Microsoft UK. She has also held the roles of Managing
Director of the UK consumer division at Vodafone and Executive Director of Digital
Entertainment at Virgin Media. She spent 15 years at The Walt Disney Company,
ultimately as Senior Vice President and Managing Director of Disney Interactive
Media Group. Cindy is a graduate of Columbia University and New York Law School.
External appointments:
Chief Operating Officer, Microsoft
Global Enterprise; Advisory Board
Member, Imperial College Business
School in London and McLaren.
External appointments:
Chair, The King’s Trust; Chair, Iternal
Limited; Founder and Chair, African
Gifted Foundation.
TOM ILUBE CBE
NON-EXECUTIVE DIRECTOR
Appointed: 5 October 2020
Nationality: British
Skills and experience:
Tom brings a wealth of expertise as a technology entrepreneur and has extensive
experience of the UK technology sector. He is Chair of The King’s Trust and was
Chair of the RFU from 2021 to 2024. Prior to that, he was on the Board of the BBC
from 2017 to 2021. Tom is an Honorary Fellow of both Jesus College and St Anne’s
College, Oxford and has several honorary doctorates. In 2017 Tom topped the
Powerlist ranking of the most influential people of African or African Caribbean
heritage in the UK.
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OUR BOARD
OUR BOARD CONTINUED
INDEPENDENT NON-EXECUTIVE DIRECTORS
External appointments:
Non-Executive Director, J Sainsbury plc;
Trustee Director, Business in the
Community; Board Trustee, Grange Park
Opera; President, Royal Horticultural
Society; Board Trustee, Leverhulme
Trust; Senior Advisor, Alix Partners;
Advisory Board Member, i-Genie
and McLaren.
KEITH WEED CBE
NON-EXECUTIVE DIRECTOR
Appointed: 1 November 2019
Nationality: British
Skills and experience:
Keith has a wealth of experience as a marketing and digital leader, and a deep
understanding of the ways in which technology is transforming businesses. Keith
was previously Chief Marketing and Communications Officer at Unilever, a role that
included creating and leading Unilever’s sustainability programme. Keith was named
the World’s Most Influential Chief Marketing Officer by Forbes in 2017, 2018 and 2019,
and Global Marketer of the Year 2017 by the World Federation of Advertisers. He
received The Drum’s Lifetime Achievement Award in 2018 and was inducted into the
Marketing Hall of Fame in 2019. Keith is a Non-Executive Director of J Sainsbury plc.
External appointments:
Non-Executive Director, Compagnie
Financière Richemont SA; Visiting
Fellow, Oxford University; Vice-
President of the International Advisory
Council, Institute of Business Ethics.
JASMINE WHITBREAD
NON-EXECUTIVE DIRECTOR
Appointed: 1 September 2019
Nationality: British and Swiss
Skills and experience:
Jasmine’s experience spans marketing, technology, finance, telecommunications,
and not-for-profit organisations. Alongside this breadth of perspective she brings
knowledge of many of WPP’s client sectors to the Board. Jasmine began her career
in marketing in the technology sector, including with Thomson Financial in the US.
After completing the Stanford Executive Program, Jasmine went on to hold leadership
roles with Oxfam and Save the Children, including as the first Chief Executive of
Save the Children International from 2010 to 2015. She was CEO of London First from
2016 to 2021, and was previously Chair of the Board of Travis Perkins plc and a
Non-Executive Director of BT Group plc and Standard Chartered plc.
External appointments:
Non-Executive Director, AsiaInfo
Technologies Limited, ChinaSoft
International Limited, HiSense Group
and Horizon Robotics; Chair Professor,
AI Science and Founding Dean, Institute
for AI Industry Research, Tsinghua
University; Board Member, Philanthropy
Asia Alliance.
DR. YA-QIN ZHANG
NON-EXECUTIVE DIRECTOR
Appointed: 1 January 2021
Nationality: American
Skills and experience:
Ya-Qin is a world-renowned technologist, scientist and entrepreneur with
a particular understanding of the changing consumer technology landscape in China.
He was President of Baidu Inc., the global internet services and AI company,
between 2014 and 2019. Prior to joining Baidu, he held several positions during his
16-year tenure at Microsoft, both in the United States and China, including Corporate
Vice President and Chairman of Microsoft China. Ya-Qin is currently a Non-Executive
Director of AsiaInfo Technologies Limited, ChinaSoft International Limited and
HiSense Group. He is also Chair Professor of AI Science at Tsinghua University
and the founding Dean of the Institute for AI Industry Research.
External appointments:
None.
BALBIR KELLY-BISLA
COMPANY SECRETARY
Appointed: 27 April 2020
Skills and experience:
Balbir has significant governance experience across various roles in listed
companies. Balbir was Group Company Secretary at William Hill from 2020
to 2021. Prior to joining William Hill, Balbir was Director of Investor Relations at
GlaxoSmithKline plc (GSK), leading on engagement with ESG‑focused investors,
and before that held company secretarial roles at GSK, Lastminute.com,
Royal & Sun Alliance and Segro plc.
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ANDREW SCOTT
CHIEF OPERATING OFFICER, WPP
OUR EXECUTIVE COMMITTEE
The Executive Committee of WPP is responsible
for leading the Company and executing its strategy.
Its members lead WPP’s largest agency networks
and central corporate functions
MARK READ CBE
CHIEF EXECUTIVE OFFICER, WPP
Biographies for each of the Executive
Board Directors can be found on
page 92.
JOANNE WILSON
CHIEF FINANCIAL OFFICER, WPP
ANNAMARIA DESALVA
CHAIRMAN, BURSON
AnnaMaria became Chairman of Burson
in 2024 following the merger of BCW
and Hill & Knowlton. She was previously
Chairman and CEO of Hill & Knowlton,
and her prior roles include senior
positions at DuPont, DowDuPont,
Pfizer and Bristol Myers Squibb.
JON COOK
CHIEF EXECUTIVE OFFICER, VML
Jon is CEO of VML, which was created
following the announcement of the
merger of VMLY&R and Wunderman
Thompson in 2023. He had led VMLY&R
since its formation in 2018, as well as its
predecessor agency (also known as
VML), which he joined in 1996.
DEVIKA BULCHANDANI
CHIEF EXECUTIVE OFFICER, OGILVY
Devika was appointed CEO of Ogilvy
in 2022. She joined the agency in 2021
after spending 26 years at McCann.
Under her leadership, Ogilvy was named
the most creative and effective global
agency network in both 2023 and 2024
by WARC.
EXECUTIVE COMMITTEE
Assists the Chief Executive Officer
in discharging his responsibilities
and is collectively responsible
for implementing strategy,
ensuring consistent execution
and embedding the Company’s
culture and values.
DISCLOSURE COMMITTEE
An executive Disclosure
Committee responsible for
overseeing the accuracy and
timeliness of Group disclosures
and reviewing controls and
procedures in relation to the
public disclosure of financial
information.
RISK COMMITTEE
An executive Risk Committee,
which assists the Board and Audit
Committee in discharging their
responsibilities by reviewing,
monitoring and advising on the
design and implementation of
WPP’s compliance framework,
compliance policies and
procedures and risks that present
themselves throughout WPP.
MEL EDWARDS
PRESIDENT, VML
Mel was appointed President of VML
following the announcement of the
merger of VMLY&R and Wunderman
Thompson in 2023. She was previously
CEO of Wunderman Thompson, and
held prior roles at Wunderman as
Global CEO and UK CEO.
COREY DUBROWA
CHIEF EXECUTIVE OFFICER, BURSON
Corey was appointed CEO of Burson
in 2024, following the merger of BCW
and Hill & Knowlton. He joined Burson as
CEO in 2023 from Google where he was
Vice President, Global Communications
and Public Affairs. Corey has previously
held senior roles at Salesforce,
Starbucks, WE, Ketchum and Nike.
LAURENT EZEKIEL
CHIEF MARKETING OFFICER,
WPP & CEO, WPP OPEN X
Laurent became WPP’s Chief Marketing
& Growth Officer in 2019. He joined
from Publicis where he was President of
Digitas North America and International,
and Global Client Leader for GSK. In
2022, he was also appointed CEO of WPP
Open X, the bespoke global agency
model for The Coca-Cola Company.
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BRIAN LESSER
CHIEF EXECUTIVE OFFICER, GROUPM
Brian was appointed CEO of GroupM in
2024. He was previously Chairman and
CEO of InfoSum, founding CEO of Xandr
(then part of AT&T), CEO of GroupM
North America, and founding CEO of
GroupM’s Xaxis. Brian was also VP of
Product Management at 24/7 Media,
which was acquired by WPP in 2007.
LINDSAY PATTISON
CHIEF PEOPLE OFFICER, WPP
Lindsay became Chief People Officer
of WPP in 2024. Her prior roles at WPP
include Chief Client Officer and Chief
Transformation Officer, and she was
formerly Global CEO of Maxus, which
she joined as UK CEO in 2009.
STEPHAN PRETORIUS
CHIEF TECHNOLOGY OFFICER, WPP
Stephan was appointed as WPP’s first
CTO in 2018. He also leads our AI and
product strategy and is interim Chair of
AKQA. He was previously UK Group CEO
and Global CTO of Wunderman, having
joined the agency in 2016.
MICHAEL HOUSTON
WPP COUNTRY PRESIDENT, US
Michael became WPP’s Country
President for the US in 2022. He was
previously CEO of Grey Group for
five years, following roles including
Global President and CEO of Grey
North America.
ROB REILLY
CHIEF CREATIVE OFFICER, WPP
Rob joined WPP in 2021, after decades
of leading the world's top creative
agencies. In his time at WPP, the
Company has emerged as a creativity
and tech force and has been named
Cannes Lions Creative Company of the
Year three times. He also currently
serves on the advisory board of Open
Evidence, the leading AI-powered
medical information platform.
ANDREA HARRIS
GROUP CHIEF COUNSEL, WPP
Andrea was appointed as Group
Chief Counsel in 2005 having joined
WPP in 1996. Andrea is Chair of the
WPP Risk Committee.
RICHARD GLASSON
CHIEF EXECUTIVE OFFICER, HOGARTH
Richard was appointed CEO of
Hogarth Worldwide in 2016, having
joined the company in 2011. Prior to
this he was CEO of Gyro, the B2B
marketing specialist.
JANE GERAGHTY
CHIEF CLIENT OFFICER, WPP
Jane became WPP’s Chief Client Officer
in 2024. She was formerly Landor’s
Global CEO for six years, having
previously been president of EMEA.
Jane has held senior positions at Naked
Communications, ITV, Ogilvy New York,
McCann-Erickson and Saatchi & Saatchi.
OUR EXECUTIVE COMMITTEE CONTINUED
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DIVISION OF RESPONSIBILITIES
BOARD GOVERNANCE
THE BOARD
– Responsible for the overall long-term success of WPP and
for setting the Company’s purpose, values and culture and
strategic direction
– Oversees the implementation of appropriate risk assessment
processes to identify and mitigate WPP’s principal risks and
consider emerging risks
– Responsible for corporate governance
– Oversees the execution of the strategy and responsible for the overall
financial performance of the Company
The Matters Reserved for the Board are available on our website, wpp.com
CHAIR
– Responsible for Board governance
principles, including setting the Board
agenda and ensuring the Board receives
timely and accurate information
– Ensures all Directors are enabled to
play their full part in Board activities
– Represents the Board in discussions with
shareholders and other stakeholders
CHIEF EXECUTIVE OFFICER
– Responsible for the day-to-day leadership
of the Company, representing the Company
to clients, employees, partners, suppliers,
governments and other stakeholders
– Develops the strategic direction for
consideration by the Board
– Sets the tone at the top with regard
to culture and values
– Ensures there are effective processes for
engaging with and listening to employees
and other stakeholders
SENIOR INDEPENDENT DIRECTOR
– Provides a sounding board for the Chair
and acts as an intermediary for the
other Directors
– Meets with the Non-Executive Directors
(without the Chair present) when necessary
and at least once a year to appraise the
Chair’s performance and communicates the
results to the Chair
COMPANY SECRETARY
– Ensures the Board operates in accordance
with the corporate governance framework
and that there are good information flows
between the Board and committees
– Advises the Board on matters of
corporate governance
– Supports the Board’s development
through organising training and induction
programmes
– Supports the Board and committee chairs
with annual agenda planning
NON-EXECUTIVE DIRECTORS
– Bring an external perspective to support and
challenge the performance of management
– Assist in developing the Company’s strategy
and offer specialist advice to management
based on their particular skills and experience
The responsibilities of our Board committees are set out within individual committee reports on pages 105-142
For the responsibilities of our Executive committees, see page 95
The WPP Board is committed to ensuring there is a strong
and effective system of corporate governance in place to
support the successful execution of the Company’s strategy
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HOW OUR BOARD ENGAGES
WITH STAKEHOLDERS
HOW OUR BOARD ENGAGES
WITH STAKEHOLDERS
Our stakeholders are central to our strategy and
critical to the long-term success of our business
PRINCIPAL DECISIONS
The Board oversees our approach to
stakeholder engagement as we seek
feedback and make decisions for the
long-term benefit of WPP. For each matter
that comes before the Board for decision,
the Board considers the likely consequences
of any decision in the long term, identifies
stakeholders who may be affected, and
carefully considers their interests and
any potential impact as part of the
decision-making process.
THE COMPANY’S STAKEHOLDER GROUPS:
SHAREHOLDERS
GOVERNMENTS AND REGULATORS
CLIENTS, PARTNERS AND SUPPLIERS
PEOPLE
PLANET
COMMUNITIES
KEY DECISION
SALE OF MAJORITY STAKE
IN FGS GLOBAL
KEY DECISION
ENDORSEMENT OF THE ESG DOUBLE
MATERIALITY ASSESSMENT
BACKGROUND
FGS Global is a strategic communications
and advisory firm, with approximately 1,400
professionals around the world advising clients
on navigating complex stakeholder situations
and reputational challenges. FGS Global was
formed with the merger of Finsbury, The Glover
Park Group and Hering Schuppener, and the
subsequent acquisition of Sard Verbinnen
in 2021.
BACKGROUND
As the Company prepares for incoming ESG
reporting requirements, including the European
Union’s Corporate Sustainability Reporting
Directive (CSRD) which requires the completion
of a double materiality assessment (DMA) to
determine which environmental, social and
governance (ESG) topics are material to the
business from an inside out (financial) and
outside in (impact) perspective.
DECISION
In 2024, the Board reviewed and considered
its strategy to accelerate the value realisation
for the Company from its strategic advisory
businesses, ahead of approving the sale of the
Company’s remaining majority stake to KKR.*
This transaction followed KKR's first minority
investment in FGS Global in July 2023. In
considering the sale, the Directors considered
the impact on the Company’s respective key
stakeholders and their respective expectations.
* The Company's majority stake was acquired by
Kite Bidco Inc., an entity controlled by investment
funds managed or advised by KKR
DECISION
The Audit and Sustainability committees
reviewed the initial DMA in July 2024, considered
the materiality scores for each topic, whether
management’s recommended thresholds were
appropriate, and provided feedback on the
factors considered during the assessment.
To ensure stakeholder expectations were
addressed, the committees recommended
that additional factors were considered in the
evaluation of a selection of topics, including
Responsible AI and Technology Use and
Responsible Procurement. Management
conducted further analysis and, in December
2024, the committees endorsed the DMA.
STAKEHOLDERS CONSIDERED
STAKEHOLDERS CONSIDERED
OUTCOME
The transaction completed in December
2024 and better positioned the Company to
focus on and invest in its world-class creative,
media and corporate and consumer public
relations businesses to deliver growth while
strengthening the Company's balance sheet.
Management immediately utilised proceeds
by repurchasing €599 million of outstanding
bond debt in December 2024, providing an
attractive 5% return for the Company through
interest savings.
OUTCOME
A summary of the DMA is available on page
36. The results of the assessment better
position the Company to meet the complex
and evolving expectations of stakeholders
across a range of ESG topics. The DMA is
expected to evolve over time, reflecting
changes to the Company, the changing
priorities of stakeholder groups and as
regulation evolves (for example through
the EU Omnibus). As materiality is dynamic,
the Company will monitor and adjust the
assessment as needed. Any adjustments will
be reviewed by the Audit and Sustainability
committees. Read more about how we
assess materiality at wpp.com/
sustainabilityreport2024
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OUR APPROACH TO ENGAGEMENT
Our stakeholder engagement processes
enable our Board to understand what
matters to stakeholders most, consider
all relevant factors and select the course
of action that best delivers long-term value
for our stakeholders and protects their
interests, reflecting what are referred
to as Section 172 factors.
As a Jersey incorporated company, WPP
is not subject to UK legislation. However,
as a matter of good governance and in order
to comply with the provisions of the 2018 UK
Corporate Governance Code (the 'Code’),
the Board considers the matters described
in Section 172 of the Companies Act 2006 in
its decision-making. Section 172 factors are
not only considered at Board level - they are
part of our culture and help drive our
business. Illustrations of this can be found
throughout the Strategic Report.
Please see page 113 for details of preparatory
work for the implementation of the 2024 Code
ENGAGEMENT IN ACTION DURING 2024
The table below illustrates our direct and indirect Board engagement with various stakeholders, in addition to details on how the Company
has engaged with each of these stakeholder groups on an operational level.
DIRECT BOARD ENGAGEMENT
INDIRECT BOARD ENGAGEMENT
IMPACT OF ENGAGEMENT
SHAREHOLDERS
Our shareholders provide
capital to invest in the business
and support the valuation and
liquidity of WPP shares.
Shareholders benefit from
the Board acting in the best
interests of the Company and
investing for long-term value
generation.
The Chief Executive Officer and
the Chief Financial Officer hosted
quarterly results presentations
and took questions from investors
and analysts.
The Chair, Chairs of the Board
committees and Executive Directors
met regularly with institutional
investors to discuss the business
and to respond to any concerns.
2024 SPECIFIC
The 2024 AGM was live-streamed
via a webcast hosted by the Chair.
Shareholders were able to watch the
presentations and ask questions in
advance and during the meeting.
Feedback to the Board on investor
views, particularly from the Chair of
the Board, Chair of the Compensation
Committee, Chief Executive Officer
and Chief Financial Officer.
Monthly reports to the Board
detailing investor relations activities,
key themes of interest from investors
and share register composition and
movements.
Analyst and broker briefings and
reports of meetings with major
shareholders.
2024 SPECIFIC
The Board received communications
from major shareholders, including
in respect of voting practices.
In 2024, the Board oversaw the return
of £425 million (2023: £423 million)
in cash to shareholders through
dividends.
Shareholder feedback is taken into
account in the setting of our
Directors’ Compensation Policy
and we have evolved performance-
related elements of compensation
which align more directly to our
strategy and shareholder interests.
GOVERNMENTS
AND REGULATORS
Governments receive the tax
contributions we make to
public finances, enabling them
to invest in public services.
Governments and regulators
determine the policy
frameworks that affect us
and our stakeholders.
The Chief Executive Officer met
with government representatives
and regulators around the world.
2024 SPECIFIC
The Chief Executive Officer met
with representatives of the UK
Government and Parliament to
discuss AI regulation. The CEO
also met senior officials of the UK
Government to discuss the general
economic environment and
regulation. He also participated in
the International Investment Summit
in the presence of the Prime Minister
and the Chancellor.
Reports to the Board and its
committees on regulatory changes
from the Group Chief Counsel,
Group Company Secretary and
external auditor.
Received reports from the Chief
Privacy Officer, Chief Information
Security Officer and Global Data
Protection Officer on changing
regulatory landscapes with regards
to data protection, security and
privacy as well as data ethics,
cyber security and AI.
2024 SPECIFIC
The Audit and Sustainability
committees received reports on the
likely impact of new ESG regulations
including CSRD and will continue
to monitor progress towards
compliance.
With the Company’s expanded and
reinforced focus on AI, we aim to
understand regulatory developments
across the world and prepare
guidance for our business and clients
such as the Company’s Generative
AI Principles or evolving Green
Claims Guidance.
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HOW OUR BOARD ENGAGES WITH STAKEHOLDERS
HOW OUR BOARD ENGAGES WITH STAKEHOLDERS CONTINUED
DIRECT BOARD ENGAGEMENT
INDIRECT BOARD ENGAGEMENT
IMPACT OF ENGAGEMENT
CLIENTS, PARTNERS
AND SUPPLIERS
Our clients come from
businesses across every sector.
The work we do for clients
provides our revenue and helps
them to grow their businesses,
build relationships with their
customers and ready
themselves for future success.
Our suppliers range from small
businesses to the world’s
largest technology partners.
They provide us with the
products and services we need
to meet our clients’ needs.
Engaged with clients on issues
including strategy, changes
taking place in our market and
understanding the changes taking
place in our clients’ and suppliers’
markets.
2024 SPECIFIC
Board engagement with key partners
and clients, including site meetings
in various locations.
Held the Board’s Regional Review in
Brazil, providing the opportunity for
interactions with industry leaders
and key clients and presentations
from the local management team.
See page 102 for further details
Following the 2024 AGM, the Board
met with suppliers and external
advisors, providing a valuable
opportunity to engage with these
stakeholder groups and listen
to feedback.
Received updates on WPP’s client
satisfaction scores, as well as
deep-dive updates from Global
Client Leaders on key clients.
WPP’s Modern Slavery Act
Statement, available on our website,
is reviewed by the Sustainability
Committee each year and
recommended to the Board
for approval.
2024 SPECIFIC
The Sustainability Committee
received updates on media
decarbonisation, sustainable
production and responsible
procurement.
In 2024, we were pleased to
achieve an all time high of 8.1 out
10 for client satisfaction, building on
our consistently strong performance
in recent years. Within this, we
continue to score highly on client
service (8.6) and quality of work (8.2).
At GroupM, new leadership and a
simpler go-to-market approach
secured new client assignments
including Nestlé, Henkel and Honor.
In 2024, we have seen monthly active
users of WPP Open grow to 33,000
from 10,000 in 2023, alongside
growing adoption by major clients
including Google, IBM, L'Oréal, LVMH,
Nestlé, and The Coca-Cola Company.
PEOPLE
We depend on the talent,
creativity and technology skills
of our people. And we want
our employees to embrace our
purpose, culture and values.
In return, our people receive
salaries, pension contributions,
employee benefits, career
development and training.
Cindy Rose, our Workforce
Engagement Non-Executive Director,
attended meetings of the Workforce
Advisory Panel (WAP) and updated
the Board on matters discussed.
2024 SPECIFIC
The Board engaged with senior
managers at the Board strategy
meeting and during the course
of the year.
A lunch was hosted between the
Board and participants of the Future
Black Leaders programme during
the Regional Review in Brazil,
offering valuable insights for the
purposes of talent development and
the Company’s support of employee
communities and networks.
The Sustainability Committee
received updates on the launch
of a new Sustainability Academy,
part of Future Readiness Academies,
to equip our people with the
knowledge and skills to deliver
the Company’s sustainability
commitments and meet client
demand for lower-carbon products
and services.
See page 44
Reports at each Audit Committee
meeting were received on issues
raised via Right to Speak channels.
2024 SPECIFIC
Formal reports to the Board from
the Chief Executive Officer and
Chief People Officer included:
– Updates on office attendance
policy
– Updates on talent, career
development and succession
planning
– In-depth reviews of the people
strategy, people risk and
workforce engagement
– Progress on inclusion initiatives
– Results of various employee
engagement and culture
monitoring surveys undertaken
through the year and actions taken
to address employee feedback
To align management with
employees and shareholders,
performance reviews and
performance-related incentive
outcomes for our leaders (including
the Executive Directors) continued
to be linked to progress on people
initiatives in 2024.
Seven new modern, cost-efficient
campuses were opened in 2024,
taking the total to 47.
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DIRECT BOARD ENGAGEMENT
INDIRECT BOARD ENGAGEMENT
IMPACT OF ENGAGEMENT
PLANET
We are committed to
responsible and sustainable
business practices. We use our
creativity combined with our
global scale to meet
sustainability obligations
within our own business, our
clients' businesses and across
our industry.
The Board undertook deep-dives
on a range of ESG topics, including
climate-related risks and
opportunities and transition
planning, in addition to its review
and approval of ESG-related
policies and disclosures.
2024 SPECIFIC
Several of our Sustainability
Committee members are active
members of Chapter Zero, an online
community that aims to empower
non-executive directors to lead
crucial UK boardroom discussions
on the impacts of climate change.
Reports to the Sustainability
Committee included progress
updates on the Company-wide
sustainability strategy and developing
a Transition Plan; performance
against near-term science-based
carbon reduction targets and
sustainability KPIs, including
renewable energy; and stakeholder
engagement and feedback.
For more detail see pages 117-118
2024 SPECIFIC
Regular updates were provided to
the Sustainability Committee on
developing our Transition Plan.
The Sustainability Committee oversaw
progress made on embedding
Group-wide sustainability targets
tied to the WPP purpose statement.
We are on track to meet our 2025
targets to source 100% of electricity
from renewable sources and to
reduce Scope 1 and 2 carbon
emissions by 84% by 2025: at the
end of 2024 we had achieved a 82%
absolute reduction in Scope 1 and 2
emissions since our 2019 baseline,
and a reduction of 26% year-on-year.
See page 45-46
We updated the environmental and
social measures linked to the margin
of our $2.5 billion revolving credit
facility as we continue to embed
carbon-reduction targets and
broader sustainability commitments
into our financing arrangements.
COMMUNITIES
We can help boost the impact
of not-for-profit and non-
governmental organisations
by providing marketing and
creative services, often on a
pro bono basis, enabling them
to raise awareness and funds,
recruit members and achieve
campaign objectives.
2024 SPECIFIC
The Sustainability Committee
received an update on activities
across 34 campuses as employees
participated in activities aimed
at reducing waste and making
a positive contribution to local
communities.
Updates received from the business
on elements of the Group’s operations
which impact the wider community,
including the Group’s tax strategy.
The Sustainability and Audit
Committees supported management
in conducting WPP’s first double
materiality assessment (DMA).
See page 36
We continue to invest in programmes
to promote inclusion and a culture of
belonging, including some of the
programmes that received funding
through our three-year Racial Equity
Programme, which concluded in
2024, to invest $30 million in inclusion
programmes and supporting external
organisations.
The results of the double materiality
assessment (DMA) better position the
Company to meet the complex and
evolving expectations of stakeholders
across a range of ESG topics.
We supported colleagues across
the world affected by war and
natural disasters.
See page 59
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HOW OUR BOARD ENGAGES WITH STAKEHOLDERS
BOARD ACTIVITIES
A summary of key events and
activities throughout the Board’s
2024 calendar is set out below
In addition to overseeing the Company's
financial performance and execution of the
strategy, the Board is collectively responsible
for setting WPP's purpose, values and
culture. The Board recognises the importance
of considering the perspectives of, and
the potential impact on, the Company’s
key stakeholders in its discussions. Its
responsibilities are discharged through an
annual programme of meetings, each of
which follows a tailored agenda. A typical
Board meeting will comprise updates from
the chairs of our Board committees, in
addition to reports on operational and
financial performance, progress on strategy
and operational execution of it, people
updates and a deep-dive into a particular
agency. The annual programme maintains an
element of flexibility to allow emerging and
evolving items to be scheduled as necessary.
REGIONAL REVIEW IN BRAZIL
In March 2024, the Board's annual Regional Review was held in Brazil. The three-
day visit provided opportunities to interact with key clients and industry leaders,
in addition to engaging with local WPP agencies.
Board members were able to visit the WPP Brazil campus site, scheduled to open
in Q2 2025, and engage directly with a broad range of stakeholders throughout
their visit within a market that represents an important growth opportunity for
the Company. Such engagement opportunities are integral to the Board’s direct
monitoring and assessment of performance and culture within the Company.
The Board met with participants of the Future Black Leaders programme, offering
valuable insights for the purposes of talent development and the Company’s
support of employee communities and networks.
2024 TIMELINE OF KEY EVENTS AND ACTIVITIES
Q1
Q2
Q3
Q4
– Capital Markets Day 2024
See more wpp.com/investors
– Approved Preliminary Results
– Regional Review in Brazil
See more below
– Approved Annual Report and
Accounts, Form 20-F and
Sustainability Report
– Approved Q1 Trading Update
– Members attended Cannes Lions
2024, where WPP regained title
of Creative Company of the Year
– Approved Modern Slavery
Act Statement
– Held 2024 Annual General
Meeting
See more on page 42
– Launch of Burson, following
the merger of BCW and
Hill & Knowlton
– Appointed Philip Jansen as
Non-Executive Director and
Chair-designate
– Appointment of Brian Lesser
as Global CEO of GroupM
– Reviewed All In survey results
See more on page 44
– Approved Interim Results
– Approved the sale of WPP’s
majority stake in FGS Global
See more on page 98
– Dedicated Board strategy
meeting
– Approved Q3 Trading Update
– Acquisition of NCA
– Acquisition of minority
shareholdings to bring T&Pm
fully within the WPP network
– Reviewed principal and
emerging risks
– Roberto Quarta stepped down
from the Board ahead of Philip
Jansen succeeding Roberto as
Non-Executive Chair from
1 January 2025
See more on page 108
WPP's first Brazil campus, in São Paulo, will enable greater innovation,
creativity and collaboration between agencies, clients and partners.
The new building is a pioneering architectural concept, devised by
Brazilian architect Gustavo Utrabo, that integrates sustainability, the
local community and its natural surroundings
102
CORPORATE GOVERNANCE
WPP ANNUAL REPORT 2024
Global
media and
advertising
Audit and
risk
management
Strategy,
transactions,
M&A
FMCG
Technology ESG
Corporate
governance
Finance
10
9
5
6
7
11
11
8
8
8
11
12
5
11
International
North
America
Europe
Latin
America
Asia
Pacific
Africa and
Middle
East
COMPOSITION, SUCCESSION
AND REVIEW
BOARD ATTENDANCE TABLE: 2024
Board
Audit Committee
Compensation
Committee
Nomination and
Governance
Committee
Sustainability
Committee
Total number of scheduled meetings
6
7
4
4
4
Members
Attended
Attended
Attended
Attended
Attended
Philip Jansen - appointed on 16 September 2024
2(2)
1(1)
1(1)
Mark Read
6
Joanne Wilson
6
Andrew Scott
6
Angela Ahrendts
6
4
4
Simon Dingemans
6
7
Sandrine Dufour
6
7
4
Tom Ilube
6
7
4
4
Cindy Rose
6
7
4
Keith Weed
6
4
Jasmine Whitbread
6
4
4
Dr. Ya-Qin Zhang
6
4
Former Directors who served for part of the year
Roberto Quarta1 – retired on 31 December 2024
6
4
2(2)
Number of ad hoc meetings
5
1
2
0
2
The numbers in brackets denote the number of meetings the Directors were eligible to attend
1 Roberto Quarta did not attend Nomination and Governance Committee meetings focused on Chair succession
BOARD COMPOSITION
As at the date of this report, our Board
comprised eight independent Non-Executive
Directors, the Chair and three Executive
Directors. The aim is to ensure that the
compositional balance reflects the needs of
the Company, with a Board that is culturally
diverse and is able to consider matters from
a broad perspective, understanding the
views of all our stakeholders. Each individual
Board member brings a wide range of skills
and experience from different business
backgrounds to Board deliberations.
Further details, including the external
appointments held by Board members
and their committee membership,
can be found on pages 92-94
Further detail on the responsibilities
of the Chair and members of the Board
can be found on page 97
The chart opposite details those skills and
experience of our Board which are identified
as being particularly important to the
execution of the Company’s strategy.
SKILLS
BOARD KNOWLEDGE AREAS
BOARD GEOGRAPHICAL EXPERIENCE
103
CORPORATE GOVERNANCE
WPP ANNUAL REPORT 2024
DIVERSITY
We believe that our make-up as a company
should reflect the world around us, and the
consumers our clients aim to reach, because
it helps us do the best work and is good
for business.
The Board Diversity Policy reinforces the
Board’s ongoing commitment to diversity
and aligns with the board diversity principles
of the UK Listing Rules and FTSE Women
Leaders and Parker reviews on gender
and ethnic diversity. For further information
on the Board Diversity Policy, in addition
to a breakdown of the Board and Executive
Committee by gender and ethnicity,
see page 109.
The Board also has a diverse range
of experience by way of expertise, business
sector background and length of tenure
on the Board. Our Non-Executive Directors
demonstrate expertise from a range of
industries including tech, marketing, financial
services, FMCG and pharma, representative
of our customer base. The chart on page 103
illustrates the range of skills across the Board.
RE-ELECTION OF DIRECTORS
The Chair, Senior Independent Director and
Non-Executive Directors are appointed for a
three-year term, subject to annual re-election
by the shareholders at the AGM. Although
there may be specific exceptions to ensure
Board continuity, Non-Executive Directors
shall not otherwise stand for re-election
after they have served for the period of their
independence, as determined by applicable
UK and United States standards, which is
nine years.
See page 108 for details of the Directors
standing for re-election at the 2025 AGM
The Non-Executive Directors’ letters of
appointment are available for inspection
at the Company’s registered office.
INDUCTION PROGRAMME
To ensure that they are able to effectively
contribute to discussion and decision-making,
all Directors participate in an induction
programme on joining the Board. Each
induction programme is tailored to the
individual Director, based on their personal
experience and background, including
matters specific to their role as a member
of the committees upon which they sit.
Each induction programme includes
meetings with members of the Executive
Committee, senior management and external
advisors, including the external auditor and
the Company’s corporate brokers. New
Directors will also receive a Board induction
pack, which is devised to assist with building
an understanding of the Company and to
introduce the Company’s key stakeholders,
as well as explain the commercial and
regulatory environment in which the
Company operates. Access to key industry
bodies and publications is also provided.
For further information on the Non-Executive
Chair’s induction programme in 2024, please
see page 106
INDEMNIFICATION OF DIRECTORS
Liability insurance and third-party indemnity
provisions are in force for the benefit of
Directors and officers who held office during
the year and up to the approval of the
Annual Report.
BOARD PERFORMANCE REVIEW
Each year, WPP completes a review of the
Board and its committees to monitor their
effectiveness and identify improvement
opportunities. Progress against the
outcomes of the 2023 review and details
of the 2024 review, conducted by Angela
Ahrendts, Senior Independent Director,
are set out on page 107.
The Senior Independent Director met with
the Non-Executive Directors during the year
to appraise the performance of the Chair.
BOARD TRAINING AND DEVELOPMENT
To assist the Board in undertaking its
responsibilities, ongoing training is provided
to all Directors and training needs are
assessed as part of the induction programme
and Board performance review process.
In 2024, the Board programme included
regular presentations from the management
teams of our businesses on developments
in WPP’s sector and operating environment.
At the Board strategy meeting in October,
members of the senior management team,
together with the Board, had an opportunity
to review WPP’s strategy and discuss
innovation, market evolution and the impact
of AI, in respect of both the workforce and
WPP’s clients.
The Group Chief Counsel and the Group
Company Secretary provide regular
updates on current legal and governance
matters relevant to WPP, with external
counsel providing briefings on the wider
regulatory landscape.
The Board activities calendar on page 102
sets out further detail on topics covered
during the year
The Board is asked to complete a
programme of training covering How We
Behave, Business Integrity, Safer Data and
Sustainability, which are connected to the
ethical and business objectives set out in
our Code of Conduct. As part of our ongoing
commitment to create more open and
inclusive workplaces, the Board is also asked
to complete a dedicated Company-wide
inclusion module – Belonging at WPP.
All Directors have access to the advice and
services of the Group Chief Counsel and the
Group Company Secretary. The Board also
obtains advice from professional advisors,
as and when required, and Directors may,
as required, obtain external advice at the
expense of the Company.
TIME COMMITMENT
In addition to attending Board and committee
meetings, each of the Non-Executive
Directors devotes sufficient time to the
Company to ensure that their responsibilities
are met effectively. When making new
appointments, the Board takes into account
other demands on Directors’ time. Prior to
appointment, significant commitments are
disclosed by Directors to the Board. Any
additional significant external appointments
are not undertaken by any of the Directors
without prior approval from the Board.
See page 108 for details of the assessment
process of each Director’s external
appointments
COMPOSITION, SUCCESSION AND REVIEW CONTINUED
104
CORPORATE GOVERNANCE
WPP ANNUAL REPORT 2024
NOMINATION AND GOVERNANCE
COMMITTEE REPORT
PHILIP JANSEN
CHAIR OF THE NOMINATION
AND GOVERNANCE COMMITTEE
Committee members
– Philip Jansen (Chair)*
– Angela Ahrendts DBE
– Tom Ilube CBE
– Cindy Rose OBE
The Company Secretary is Secretary to the
Committee and attends all meetings.
Key responsibilities:
– In conjunction with the Board, considering
succession planning for Non-Executive
Directors, Executive Directors and senior
management
– Reviewing the composition of the Board
including the balance of skills, knowledge
and expertise, experience and diversity
– Reviewing the Board Diversity Policy and
overseeing its implementation, in
accordance with the UK Corporate
Governance Code
– Making recommendations to the Board
for the appointment or reappointment
of Directors
– Considering other significant commitments
and interests of prospective and existing
Directors
– Overseeing the Board’s compliance with
corporate governance standards and
monitoring external governance
developments
Attendance at Committee meetings during
the year can be found on page 103
* Committee meetings focused on Chair succession during
the year were chaired by Angela Ahrendts, as the Senior
Independent Director
DEAR SHAREHOLDER
The Board appointed me as Chair of the
Nomination and Governance Committee
when I succeeded Roberto Quarta as
Non-Executive Chair in January 2025. Having
the opportunity to chair both this Committee
and the Board allows me to ensure there is
alignment across our governance practices
and to ensure robust oversight of succession
and talent development. I am therefore
pleased to report on the Committee’s work
in 2024. Our Senior Independent Director,
Angela Ahrendts, will present part of the
report due to the Committee dedicating a
significant amount of its time during the year
to the search for a new Non-Executive Chair.
In addition to the Committee’s focus on
Chair succession, the Committee continued
to review governance structures during the
year as well as monitor the composition of
Board committees to support the execution
of the strategy.
The findings of the 2024 Board performance
review formed another area of focus, which
was conducted internally by the Senior
Independent Director. I am pleased that the
review concluded that the Committee and
the Board continue to operate effectively,
whilst also highlighting areas for
development in 2025.
The Committee continued to implement the
Board Diversity Policy, in accordance with
the UK Corporate Governance Code, and
review progress made against the agreed
objectives within it, details of which can be
found on page 109, alongside gender and
ethnicity information. I am pleased to report
that the Company complies with the listing
rules, with 42% of the current Board
Directors being women, two of the senior
positions currently held by women and two
members of our Board being from non-white
ethnic minority backgrounds.
Further details can be found on page 109
The sections that follow provide a more
detailed explanation of the work of the
Committee undertaken during the year.
Philip Jansen
Chair of the Nomination
and Governance Committee
28 March 2025
HAVING THE OPPORTUNITY
TO CHAIR BOTH THIS
COMMITTEE AND THE
BOARD ALLOWS ME
TO ENSURE THERE IS
ALIGNMENT ACROSS OUR
GOVERNANCE PRACTICES”
CORPORATE GOVERNANCE
105
WPP ANNUAL REPORT 2024
NOMINATION AND GOVERNANCE COMMITTEE REPORT CONTINUED
ANGELA AHRENDTS DBE
SENIOR INDEPENDENT DIRECTOR
NEW NON-EXECUTIVE CHAIR
APPOINTMENT PROCESS
As the Senior Independent Director,
I continued to lead the search process
during the year for a new Non-Executive
Chair, on behalf of the Committee.
Russell Reynolds, which had been formally
appointed to assist with the search,
remained independent of the Company
and all the Directors, in addition to being
a signatory of the voluntary code of conduct
for executive search firms.
In last year’s report, I confirmed that
once the ongoing and extensive selection
process had concluded, and following the
Committee’s recommendation, the Board
intended to appoint a new Chair to the
Board. We were therefore delighted to
announce in July 2024 the appointment
of Philip Jansen to the Board as a Non-
Executive Director and Chair-designate.
Philip joined the Board on 16 September
2024 and succeeded Roberto Quarta as
Non-Executive Chair from 1 January 2025.
Philip brings a valuable blend of
experience, from leading technology
and consumer goods companies to
transforming large, complex organisations
and creating significant value for
shareholders. We are delighted
to have him on the Board.
Angela Ahrendts
Senior Independent Director
28 March 2025
PHILIP JANSEN INDUCTION
The Committee continues to oversee
the delivery of an induction and training
programme for Philip Jansen, tailored
to key business priorities. Philip’s
induction aims to provide a holistic
view of WPP and the environment it
operates in. During the transition period
from Chair-designate to Non-Executive
Chair, meetings were held with the key
external and internal stakeholder groups
shown adjacent.
For further information on Directors’
induction programmes, please see
page 104
Investors, brokers and
external auditors
– During Philip’s time as Chair-designate,
he engaged with several brokers and
external advisors to build awareness
of external perceptions of the
Company. He has met and continues
to engage with the external auditor
(PwC) in order to gain their perspective
as they complete their first year
as the Company’s external auditor
– Philip will meet with the majority of
the Company’s top 20 investors as
part of a scheduled programme of
engagement
Clients and partners
– Philip has had several opportunities
to engage with our clients alongside
the Board to better understand
how they work with WPP and the
opportunities ahead of us
People
– Individual one-to-one meetings were
held with members of the Executive
Committee, including key agency
CEOs, along with regular meetings
scheduled for the year with the Board’s
Executive Directors. Further to this,
meetings were arranged with senior
management from a wide variety
of functional areas such as finance,
people, legal and risk, technology,
communications and strategy and
individuals in client-centric and
creative roles
– In March 2025, Philip took the
opportunity to visit the VML HQ
in Kansas City as part of a schedule
of visits with key agencies, following
his visit to WPP’s New York office
in February as part of the regular
Board agenda
– Training was provided that focused
on the duties of a director of a
Jersey-registered Company listed
on the LSE and NYSE as well as
on key WPP internal policies
CORPORATE GOVERNANCE
106
WPP ANNUAL REPORT 2024
2024 BOARD PERFORMANCE REVIEW
In accordance with the Code requirements,
the Board undertakes an externally facilitated
review every three years, with the next one
due in 2026. The 2024 review was internally
facilitated by the Senior Independent
Director. The review comprised a
questionnaire and discussions with Board
members based on a number of themes,
including the overall effectiveness and
performance of the Board and its
Committees, strategy and key risks
and opportunities for longer-term growth
and value creation. Progress against the
outcomes of the 2023 review was also
considered, details of which are set
out below.
KEY RECOMMENDATIONS FOR 2024
WHAT WE HAVE DONE IN 2024
Strategy: Create more time and opportunity for the Board to: review
assumptions on future growth (organic and inorganic) and operational
execution in more depth; deep dive into the new business pipeline and
AI strategy roadmap as well as key markets
In addition to the dedicated Board strategy session where the focus was
on progress against WPP’s Innovating to Lead strategy, the Board spent
a significant amount of time throughout the year discussing component
parts – in particular AI and US growth strategy. The Board held a Regional
Review in Brazil – a key market for WPP.
Focused agenda time: Ensure greater time is spent on operational execution
matters and emphasise focus on discussion vs presentation. Consider use
of committee time to support this and offline deep-dives
Operational execution of the strategy was regularly discussed with
updates received from the newly formed Operating Board – focusing
on GroupM simplification, VML and Burson mergers and Finance
transformation with deep-dives held on certain aspects.
Cyber: Continue to focus on cyber preparedness and consider further
opportunities to enhance Board domain knowledge and build resilience to
help strengthen oversight of reputational, financial and operational impacts
Cyber risk and compliance was a key focus for both the Audit Committee
and Board, with regular updates received from the Enterprise Technology
function on: the design and implementation of a new operating model for
cyber security; cyber risks and vulnerabilities, controls, intelligence and
reporting on key metrics and key risk indicators.
Board and leadership succession: Continue to focus on leadership succession
for key positions and review pipeline of talent in more depth, aided by
appraisals and other feedback mechanisms and engagement opportunities.
While a medium-term priority, consideration should be given to future Board
composition and skills required to support the next phase of WPP’s strategy
The Board received regular reports on succession planning for the
Executive Committee and their direct reports including on emergency
successors, internal candidates (with a readiness index) and the external
candidate landscape. The Board met and engaged with senior leaders
and key talent throughout the year. The Nomination and Governance
Committee largely focused on Chair succession during the year,
appointing Philip Jansen as Chair. Board and Committee composition
to ensure orderly succession was also considered.
The output of the review was that the
Board operates effectively, demonstrating
strong leadership and a balanced
approach to short- and long-term value
creation within a sustainable framework.
All previous evaluation recommendations
had been successfully implemented, and
the Board’s strategic oversight of key
matters remains robust.
Key areas to progress in 2025 were identified as part of this process:
Strategy
Continue to focus on the levers to support the long-term prospects
and future growth of the Company including organic and inorganic
opportunities in key strategic markets, how the operating model
supports the strategy and how to further strengthen and accelerate
the Company’s strategic position in AI.
Internal/external
insights
Seek to have the right balance of internal and external insights to help
inform Board decisions and better understand opportunities, business
challenges and competitor dynamics. Create opportunities for more
formal engagement between the Board and senior management.
Succession
planning
Continue to have in-depth discussions on succession plans
for senior leaders including assessment of talent pipeline and
leadership development.
Operational
execution
Continue to allow for time and robust debate and challenge on the
operational execution of the strategy and deep dive into component
parts to ensure we execute efficiently to drive financial returns.
CORPORATE GOVERNANCE
107
WPP ANNUAL REPORT 2024
NOMINATION AND GOVERNANCE COMMITTEE REPORT
NOMINATION AND GOVERNANCE COMMITTEE REPORT CONTINUED
held by the Director as well as any applicable
findings of the Board performance review.
During the year, no actual conflicts were
identified.
The Committee and the Board are satisfied
that the external commitments of the
Non-Executive Directors, and of the Chair,
do not conflict with their duties and
commitments as Directors of the Company.
TERMS OF REFERENCE
The Committee’s terms of reference are
reviewed annually by the Committee and
adopted by the Board, most recently on
4 February 2025.
A copy of the Committee’s terms of reference
is available on the Company’s website at
wpp.com/investors/corporate-governance
COMMITTEE REVIEW
The performance of the Committee was
considered as part of the review process,
which concluded that the Committee was
operating effectively and continued to focus
on succession planning and ensuring Board
composition and Committee structures
supported the next phase of the
Company’s strategy.
BOARD AND COMMITTEE CHANGES
It was announced on 30 July 2024 that Philip
Jansen had been appointed to the Board as a
Non-Executive Director and Chair-designate.
Philip joined the Board on 16 September
2024 and succeeded Roberto Quarta as
Non-Executive Chair on 1 January 2025.
On joining the Board, Philip was appointed
as a member of the Compensation
Committee and the Nomination and
Governance Committee and succeeded
Roberto as Chair of that Committee
on 1 January 2025.
Philip will stand for election at the AGM for
the first time. All other Directors, will stand
for re-election with the support of the Board.
SUCCESSION PLANNING
Given the maintained size of the Board,
the Committee continues to recommend
that future appointments should be made
on a needs basis. Succession planning is
considered on an ongoing basis and the
Committee will continue to make appropriate
recommendations to the Board as necessary.
The Committee, together with the Board,
will continue to review succession planning
at Executive Committee and senior
management levels to promote effective
leadership succession, and ensure that it is
fully aligned to the Group’s strategy.
DIRECTORS’ INDEPENDENCE AND
EXTERNAL APPOINTMENTS
The Committee assessed the independence
of all the Non-Executive Directors pursuant
to the Code and concluded that all are
considered independent and continue
to make independent contributions and
effectively challenge management.
The assessment covered each Director’s time
commitment, with full consideration given
to the number of external positions held by
the Executive and Non-Executive Directors,
including the time commitment required for
each. During the assessment, the Committee
remained mindful of the Company’s guidance
on Directors’ external appointments and
applicable shareholder advisory groups’
individual policies on overboarding.
The Committee did not identify any
instances of overboarding and confirmed
that all individual Directors have sufficient
time to commit to their appointment
as Directors of the Company.
The full list of key external appointments
held by our Directors can be found on
pages 92-94
GOVERNANCE REVIEWS
The Committee has responsibility for
overseeing the effective governance
of the Board and its committees and for
making recommendations to the Board to
ensure arrangements are consistent with
emerging best practice.
The Committee reviewed action taken
to comply with the Code and other legal,
governance and regulatory obligations.
See page 91 for further details of the
Company’s compliance with the Code and
page 113 for details of preparatory work
for the implementation of the 2024 Code
WORKFORCE ENGAGEMENT
As WPP’s designated Non-Executive Director
for the UK Workforce Advisory Panel (WAP),
Cindy Rose regularly attends WAP meetings
to further engage with the Company’s
employee base. During the Board’s 2024
visit to Brazil, the Board met with agency
businesses, including participants of the
Future Black Leaders programme to hear
directly on subjects that matter to them.
Agendas for WAP meetings are set by WAP
members, views and insights from the
various forums are shared directly with the
Board, and the Board’s feedback on how
the insights have informed decision-making
is presented back.
CONFLICTS OF INTEREST
In line with their statutory duties, our
Directors must: report any changes to
their commitments to the Committee;
immediately notify the Company of actual
or potential conflicts or a change in
circumstances relating to an existing
authorisation; and complete an annual
conflicts questionnaire. Any conflicts or
potential conflicts identified are considered
and, as appropriate, authorised by the Board
in accordance with the Company’s Articles
of Association. A Conflicts of Interest Register
is also reviewed periodically, which sets out
any actual or potential conflict of interest
situations which a Director has disclosed
to the Board and any practical steps
to be taken to avoid conflict situations.
When reviewing conflict authorisations,
the Board considers any other appointments
CORPORATE GOVERNANCE
108
WPP ANNUAL REPORT 2024
BOARD DIVERSITY POLICY
The Committee reviews the Board Diversity
Policy (the ‘Policy’) in accordance with the
UK Corporate Governance Code on an
annual basis and makes recommendations
to the Board where it identifies changes that
can be made to further contribute to
improving the diversity of the Board and
Board committees. In February 2025, the
Committee considered and reviewed
progress made against the Policy.
The aims of the Policy and an update against
meeting each of them are set out below,
which continue to be in line with or exceed
the recommendations of the FTSE Women
Leaders Review and Parker Review. The
Company aims to maintain the balance set
out in the Policy as a minimum and our wider
ambition is to reach parity on Board gender
diversity and at least maintain ethnic diversity.
A copy of the Board Diversity Policy is available
on the Company’s website at wpp.com/
investors/corporate-governance
BOARD DIVERSITY, AS AT 28 MARCH 2025
BOARD DIVERSITY POLICY
DIVERSITY POSITION1
STATUS
To maintain a minimum of 40% female share of Board Directors
As at the date of this report, women represent 42%
of the Board
To maintain a minimum of 10% share of Board Directors from
an ethnic minority background (according to categories
recommended by the Office for National Statistics)
As at the date of this report, there continues to be two
Board Directors from an ethnic minority background,
equating to a 16% share
To maintain at least one female in the senior Board positions
of Chair, Senior Independent Director, Chief Executive Officer
or Chief Financial Officer
As at the date of this report, two senior Board members
are women
1 Further information on Board composition and diversity can be found on pages 103 and 104
BOARD AND EXECUTIVE LEADERSHIP DIVERSITY 2, AS AT 31 DECEMBER 2024
GENDER
Our Board
Executive Committee
Number of
Board members
Percentage
of the Board
Number of senior
positions on the
Board (CEO, CFO,
SID and Chair)
Number in
executive
management
Percentage of
executive
management
Men
8
62%
2
10
59%
Women
5
38%3
2
7
41%
Not specified/prefer not to say
–
–
–
–
–
ETHNIC BACKGROUND
Our Board
Executive Committee
Number of
Board members
Percentage
of the Board
Number of senior
positions on the
Board (CEO, CFO,
SID and Chair)
Number in
executive
management
Percentage of
executive
management
White British or other white (including minority-white groups)
11
84%
4
14
82%
Mixed/multiple ethnic groups
1
8%
–
2
12%
Asian/Asian British
1
8%
–
1
6%
Black/African/Caribbean/Black British
–
–
–
–
–
Other ethnic group
–
–
–
–
–
Not specified/prefer not to say
–
–
–
–
–
2 Disclosure data concerning gender and ethnicity representation is collected directly from all individual Board and Executive Committee members through surveys that are issued for completion
annually. The surveys ask individuals to disclose their gender and ethnicity using the options shown in the left-hand columns of the above tables, and therefore include the option not to specify
an answer. This data is collated by the company secretarial team and held securely and in accordance with the WPP Fair Processing Notice and the WPP Privacy & Security Charter
3 Women currently represent 42% of the Board, following Roberto Quarta stepping down from the Board with effect from 31 December 2024
CORPORATE GOVERNANCE
109
WPP ANNUAL REPORT 2024
NOMINATION AND GOVERNANCE COMMITTEE REPORT
AUDIT COMMITTEE
REPORT
SANDRINE DUFOUR
CHAIR OF THE AUDIT COMMITTEE
DEAR SHAREHOLDER
As Chair of the Audit Committee, I am
pleased to present this report, which intends
to give shareholders a clear overview of the
Committee’s work in 2024, including on
discharging its important oversight role
to monitor and critically assess the integrity
of the Company’s financial reporting and
the effectiveness of internal control and risk
management systems on which it has
reported to the Board.
At the 2024 AGM, shareholders approved
the appointment of PricewaterhouseCoopers
LLP (PwC) as the Company’s new
independent auditor commencing with the
audit of the Company’s 2024 financial year.
Overseeing PwC’s first audit of the Company
formed a significant focus for the Committee
during the year. Further details on this
process are provided in the following pages
of this report.
Philip Jansen joined the Board on
16 September 2024 (succeeding Roberto
Quarta as Non-Executive Chair from
1 January 2025) and the Committee spent
time with Philip throughout the Chair
transition period to provide support,
including in respect of PwC’s first financial
year audit of the Company.
Committee members
– Sandrine Dufour (Chair)
– Cindy Rose OBE
– Tom Ilube CBE
– Simon Dingemans
The Company Secretary is Secretary to the
Committee and attends all meetings.
Regular attendees at the invitation of the
Committee include the Chair, Senior Independent
Director, Chief Executive Officer, Chief Financial
Officer, Chief Operating Officer, Group Chief
Counsel, Group Financial Controller, General
Counsel Corporate Risk, Director of Internal
Audit, and the external auditor.
The Board has determined that Sandrine Dufour
is the Audit Committee financial expert as
defined by the Sarbanes-Oxley Act 2002 and,
together with Simon Dingemans, has recent and
relevant financial experience for the purposes
of the 2018 UK Corporate Governance Code
(‘the Code’). The members of the Committee
have been determined to be independent within
the meaning of the applicable NYSE listing
standards and rules of the Securities Exchange
Act 1934, as amended. The Committee has,
as a whole, competence relevant to the sectors
in which the Company operates.
Key responsibilities
– Monitoring and critically assessing the
integrity of financial information provided
to shareholders, including the review of
significant accounting policies and financial
reporting judgements
– Overseeing the appointment, remuneration
and independence of the external auditor
and the effectiveness of the audit process
as a whole
– Reviewing the integrity, adequacy and
effectiveness of the Company’s internal
financial controls and the internal control
and risk management systems, including
the risk management framework and related
compliance activities
– Monitoring the integrity of the Company’s
ESG disclosures and related assurance
– Assessing and monitoring the principal
and emerging risks facing the Company
– Monitoring and reviewing the Company’s
internal audit function effectiveness
and activities
Attendance at Committee meetings during
the year can be found on page 103
OVERSEEING PWC’S
FIRST AUDIT OF THE
COMPANY FORMED A
SIGNIFICANT FOCUS FOR
THE COMMITTEE DURING
THE YEAR”
CORPORATE GOVERNANCE
110
WPP ANNUAL REPORT 2024
At each Committee meeting in 2024, the
identification and review of emerging risks
have been considered by the Committee.
As highlighted in last year’s report, certain
meetings of the Committee have been
partially combined with Sustainability
Committee meetings from 2024, to ensure
more effective governance and oversight
of key sustainability issues and risks and
assurance thereof. This change has
effectively streamlined the committees’
review and assurance processes associated
with ESG reporting. The Committee also
paid careful attention during the year to
regulatory developments, including the UK
Government’s corporate reporting and audit
reform initiatives and preparation for the
implementation of the revised 2024 Code.
The Committee oversaw the continued
focus on control enhancement during 2024,
in addition to the setting of clear control
enhancement objectives for 2025 as part
of its ongoing and continued development
of the Group’s controls culture. Further detail
is provided on page 113.
During the year, the Committee also oversaw
the appointment of senior leadership roles
within Finance to strengthen capability and
experience. These included external hires for
both the Group Financial Controller role with
responsibility for external reporting,
including compliance with Sarbanes-Oxley
Act 2002 requirements, and the Director of
Internal Audit. Similarly, the Committee
reviewed the implementation of a new
operating model for Security (cyber),
Technology Risk & Compliance, with the
establishment of a Cybersecurity Council,
co-chaired by the CIO and CISO, with
accountability to the Committee in addition
to the WPP Risk Committee. The structure
was designed to achieve appropriate
governance and optimised coordination
of cross-team activities.
The annual Board and Committee
performance review assessed the
performance of the Committee and
I am pleased that this concluded that the
Committee operates effectively, whilst also
highlighting minor areas for development
in 2025. The Board takes reassurance from
the quality of the Committee’s work and is
satisfied that the Committee members bring
a wide range and depth of financial and
commercial experience and, in addition to
those members designated to have recent
and relevant financial experience for the
purposes of the 2018 Code, Tom Ilube and
Cindy Rose bring extensive subject matter
and process expertise including on emerging
technologies, IT transformation and cyber
security, to the Committee’s membership.
A new Operating Board was formed by
management during the year to provide
oversight of various strategic programmes,
including: GroupM simplification, the VML
and Burson mergers and Finance
transformation. I also met privately with
the lead audit partner for PwC, in addition
to the Director of Internal Audit, to provide
opportunities to discuss potential issues and
as part of the assessment of their
effectiveness.
The sections that follow provide a more
detailed explanation of the Committee’s
work in 2024.
Sandrine Dufour
Chair of the Audit Committee
28 March 2025
Key considerations in 2024 included:
– Continuing to provide oversight of
the financial reporting process and
integrity of the financial statements
– Overseeing the completion of audit
transition activities and managing
PwC’s first year audit, including key
risks for the 2024 audit
– Overseeing the design and
implementation of a new operating
model for Security (cyber),
Technology Risk & Compliance, and
regularly reviewing cyber security
risks and capabilities to support
vulnerability management
– Monitoring the role, performance
and outcomes of the Risk and
Controls Group against its
objectives, including for the
continuous improvement of the
control environment
– Preparation for the implementation
of the revised 2024 Code
– Considering the identification and
review of emerging risks
– Overseeing the integrity of the
Company’s ESG disclosures
– Ongoing monitoring of the business
integrity programme, including
oversight of whistleblower reports
– Monitoring progress against the
internal audit plan and reviewing
the effectiveness of the internal
audit function
Other reviews undertaken
in 2024 included:
– Deep dive reports on Internal
Controls effectiveness and
associated enhancement plans
– Reports on any actual or potential
legal proceedings and claims
– Treasury policy, performance and
risk management
– Group tax strategy, performance
and drivers of the Group effective
tax rate
– Reports on data protection and
data privacy
– Assessment of fraud risk
CORPORATE GOVERNANCE
111
WPP ANNUAL REPORT 2024
AUDIT COMMITTEE REPORT
FINANCIAL REPORTING
The Committee is responsible for reviewing
the quarterly, half yearly and annual financial
results, including the Annual Report, with
management, focusing on the integrity of
the financial reporting process, compliance
with relevant legal and financial reporting
standards and application of accounting
policies and judgements.
During the year, the Committee considered
management’s application of key accounting
policies, compliance with disclosure
requirements and relevant information
presented on significant matters of
judgement to ensure the adequacy, clarity
and completeness of half yearly and annual
financial results announcements. The
Committee undertook a detailed review
before recommending to the Board that
the Company continues to adopt the going
concern basis in preparing the annual
financial statements.
The Committee also reviewed various
materials to support the statements in
the Annual Report on risk management
and internal control and the assessment
of the Company’s long-term viability.
See page 77 for more details
INTERNAL AUDIT
The internal audit team, which reports
functionally to the Audit Committee,
provides independent assurance over the
Company’s risk management and internal
controls processes via internal audits and the
testing programme for the Sarbanes-Oxley
Act. The internal audit team has unrestricted
access to all Group documentation, premises,
functions and employees to enable it to
perform its work.
The Committee Chair met regularly with
the Director of Internal Audit during the year
without executive management present to
discuss risk matters and the nature of internal
audit findings in more depth. The Director
of Internal Audit formally reports to each
Committee meeting on the key internal
audit findings, together with the status
of management’s implementation of
recommendations. At least once a year this
includes key themes from internal audit’s
work. This year, those themes included issues
relating to policy compliance, procurement
and contract and regulatory compliance.
Significant issues identified were discussed
in detail by the Committee along with the
remediation plans to resolve them.
The annual internal audit plan includes
assurance over the Group’s transformation
activities, other key projects and initiatives,
and audits of key business risks and operating
companies. It was approved by the
Committee and progress against the plan
was monitored throughout the year with
any changes to the plan noted and approved
by the Committee. The internal audit team
continues to successfully deliver through
a hybrid model of remote auditing supported
by international travel where appropriate.
The Committee assesses the work of internal
audit on a regular basis and monitors the
resourcing and experience within the team.
We are satisfied that the scope, extent and
effectiveness of internal audit work is
appropriate for the Group and that there
is an appropriate plan in place to sustain
and continually improve this.
FAIR, BALANCED AND
UNDERSTANDABLE
To support the Board’s confirmation that
the Annual Report and Accounts, taken as
a whole, is considered to be fair, balanced
and understandable, and provides the
information necessary for shareholders to
assess the Company’s position, performance,
business model and strategy, the Committee
oversaw the process by which the Annual
Report and Accounts was prepared, which
runs in parallel with the process followed
by the external auditor.
The Committee received a summary of
the approach taken by management in
the preparation of the Annual Report
and Accounts to ensure that it met the
requirements of the Code, and considered
in particular: the accuracy, integrity and
consistency of the messages conveyed in
the Annual Report; the appropriateness of
the level of detail in the narrative reporting;
and that a balance had been sought
between describing potential challenges
and opportunities.
The Committee therefore recommended
to the Board (which the Board subsequently
approved) that, taken as a whole, the 2024
Annual Report and Accounts is fair, balanced
and understandable and provides the
necessary information for shareholders
to assess the Company’s position and
performance, business model and strategy.
AUDIT COMMITTEE REPORT CONTINUED
CORPORATE GOVERNANCE
112
WPP ANNUAL REPORT 2024
RISK MANAGEMENT AND
INTERNAL CONTROLS
The Board has overall responsibility for
setting the Company’s risk appetite and for
ensuring there is effective risk management.
The Committee supports the Board in the
management of risk and, in 2024, was
responsible for monitoring and reviewing
the effectiveness of the Company’s
approach to risk management and the
internal control framework.
Under the overall supervision of the
Committee, the WPP Risk Committee,
an executive committee which reports into
the Audit Committee and is supported by
risk committees in each network, identifies
and assesses emerging and principal risks
and oversees and manages day-to-day risk
in the business. The General Counsel,
Corporate Risk provides regular updates
to the Committee on risk matters including
emerging risks, adherence to the Company’s
business integrity programme (including
mitigating and remediation actions) and the
monitoring and evolution of the Company’s
four risk modules: governance, culture,
appetite and management.
An overview of how our risks are assessed
and managed and how these were reviewed
to assess the Company’s viability can be
found on pages 73-77, together with
an assessment of the principal risks and
uncertainties facing the Company on pages
78-85.
In fulfilling its responsibilities, the Committee
received reports from the Risk and Controls
Group throughout 2024 to enable evaluation
of the control environment and risk
management framework. Any necessary
matters are highlighted in the Audit
Committee Chair’s update to Directors at
the relevant Board meeting and discussed
by the Board.
In January 2024, the FRC announced
the publication of the 2024 Code. The
Committee, together with the WPP Risk
Committee, will oversee and make
recommendations to the Board in relation
to the changes to Provision 29. The changes
will require the Board to make a disclosure
relating to the effectiveness of internal
controls including a declaration in relation
to material internal controls as at year-end,
with effect from 1 January 2026. During
the year, the Committee oversaw ongoing
preparatory work for the implementation
of the 2024 Code, including the assessment
of those risks to the Company that the
Committee feels are within the scope
of Provision 29.
INTERNAL CONTROLS OVER
FINANCIAL REPORTING
The Committee carried out in-depth reviews
of the Group’s internal controls over financial
reporting (ICFR), with a focus on monitoring
the operating effectiveness of the Group’s
ICFR framework and compliance with
Section 404 of the Sarbanes-Oxley Act.
During 2024, the Committee monitored the
effectiveness of the internal financial controls
and internal control system of the Group.
This primarily consisted of reviewing
assurance reports from internal audit and
reports from the Risk and Controls Group
on the effectiveness of the internal controls
and being provided frequent updates of
the status of, and reviewing the conclusions
of, management’s assessment of ICFR.
Management’s evaluation of ICFR focuses
on its assessment of the effectiveness of key
financial controls, which include: financial
reporting controls; IT access controls;
journal controls; reconciliations; management
review controls, including business
performance reviews; and segregation of
duties controls. Management’s assessment
was based on the internal audit testing plan
reviewed by the Committee in early 2024,
which used the criteria for effective internal
control reflected in the Internal Control –
Integrated Framework (2013) issued by the
Committee of Sponsoring Organizations
of the Treadway Commission (COSO).
The Committee reviewed management’s
assessment of internal control deficiencies
reported by management and PwC in 2024,
the prioritisation of remediation,
management’s and PwC’s evaluation of the
deficiencies that were reported and
management’s progress during 2024 on its
continued focus on remediating outstanding
deficiencies. The Committee had a particular
focus on revenue recognition and Group
accounting areas (see Financial Reporting
Critical Accounting Judgements and
Estimates, Other areas, on page 116),
IT general controls and key business process
compensating controls. Management
evaluated all internal control deficiencies
identified throughout the Group both
individually and in the aggregate, and
concluded that the Group’s ICFR was
effective as at 31 December 2024 and
reported these conclusions to the Committee.
The Committee assessed and challenged
management’s evaluation, and believes that
management’s evaluation is appropriate.
Alongside the ongoing ERP deployment
and finance shared service optimisation
programmes, management continued its
focus on controls enhancement. Focus areas
in 2024 included the strengthening of senior
finance leadership and controls improvement
activities resulting from deep-dive reviews
conducted by the new Group Financial
Controller. Management has set clear control
enhancement objectives for 2025 as part
of its ongoing and continued development
of the Group’s controls culture, formalising
its continuous improvement activities into
a Controllership Enhancement programme.
The Committee reviewed management’s
objectives for this programme and, while
noting the progress that has been made
during 2024, will monitor progress against
these objectives through the course of
the year.
CORPORATE GOVERNANCE
113
WPP ANNUAL REPORT 2024
AUDIT COMMITTEE REPORT
AUDIT COMMITTEE REPORT CONTINUED
BUSINESS INTEGRITY
During the year, the Committee reviewed
the adherence to, and evolution of, the
business integrity programme. The Company
has established procedures by which all
employees may, in confidence (and, if they
wish, anonymously) report any concerns
and more information on this can be found
on page 75. The Committee received regular
updates on the Company’s systems and
controls for ethical behaviour, which
included matters reported on the Company’s
Right to Speak helpline and investigations
and actions undertaken in response.
The Committee received regular reports on
the total number and nature of reports from
whistleblowers and investigations by region
and by network both for substantiated and
unsubstantiated cases. During the year,
the Committee was satisfied that the
Company’s whistleblower and investigations
protocols, and the Right to Speak helpline
arrangements, are effective and facilitate the
proportionate and independent investigation
of reported matters and allow appropriate
follow-up action.
TERMS OF REFERENCE
The Committee’s terms of reference are
reviewed annually by the Committee and
adopted by the Board, most recently on
12 March 2025.
A copy of the Committee’s terms of reference
is available on the Company’s website at
wpp.com/investors/corporate-governance
FRC MINIMUM STANDARD
The Company was compliant during the
financial year with the FRC’s External Audit:
Minimum Standard, as issued in May 2023.
See page 115 for details of the Company’s
Non-Audit Services Policy
EXTERNAL AUDITOR
The Committee has primary responsibility
for overseeing the relationship with the
external auditor, including assessing
its performance, effectiveness and
independence annually prior to making
a recommendation to the Board in respect
of its reappointment or removal.
At the 2024 AGM, following the conclusion of
a competitive audit contract tender in 2021,
shareholders approved the appointment of
PwC as the Company’s new independent
auditor commencing with the audit of the
Company’s 2024 financial year. In March 2024
monthly Group Audit Steering Committee
meetings were initiated to replace the
previous Transition Governance Group
format, as referenced in last year’s report.
These meetings throughout the remainder
of the year were jointly chaired by WPP and
PwC and are designed to track the progress
of the audit, providing a mechanism for
efficient escalation and resolution of issues
and any potential delays.
Given the Company’s live finance
transformation programmes, the meetings
also enabled the auditor to stay aligned with
management on any planned changes with
potential to impact the 2024 audit. In turn,
the Committee was kept up to date by PwC
and management on progress throughout
the year, with PwC providing updates at all
Committee meetings. Key transition
activities completed by PwC included:
– Shadowing Deloitte
– Working paper reviews
– Site visits at key components including
meetings with local management
– Transition walkthroughs
– Pilots of key audit areas
The Company has complied with the
Competition and Markets Authority’s
Statutory Audit Services Order 2014 for
the financial year under review in respect
to audit tendering and the provision of
non-audit services, with Giles Hannam
holding the role of lead audit partner for
PwC since the 2024 audit.
APPOINTMENT OF EXTERNAL AUDITOR
AT ANNUAL GENERAL MEETING
The Committee has recommended to the
Board, and the Board has approved, that
PwC should be reappointed as auditor.
Resolutions will be put to the 2025 AGM
proposing the reappointment of PwC and to
authorise the Audit Committee to determine
the auditor’s remuneration. PwC’s lead audit
partner will make himself available at the
AGM to answer shareholder questions on
the 2024 Annual Report.
EFFECTIVENESS AND INDEPENDENCE
OF THE EXTERNAL AUDITOR
The Committee is determined to ensure that
the Company receives an effective external
audit. In 2024, the Committee evaluated the
performance of the external audit through
its ongoing review of the external audit
process against a backdrop of the 2024
financial year being PwC’s first audit of the
Company. The Committee also considered
feedback on the 2024 audit, through
discussions with Committee members and
key members of the Company’s finance
team, which covered:
– Overall quality of the audit
– Independence and objectivity
– Effectiveness of the auditor’s challenge
and level of scepticism
– Integrity of the firm
– Transparency of reporting to management
and the Committee
– Quality of the audit team’s leadership
– Skills and experience of the audit team
CORPORATE GOVERNANCE
114
WPP ANNUAL REPORT 2024
There were no material non-audit services
provided by PwC during 2024. The lead audit
partner brought to the Committee’s attention
during the year that PwC had been involved
in a prohibited service in 2023, the details
of which are set out in the Independent
Auditor’s Report on pages 188-193. The
Committee agreed that this activity did
not impact the independence of PwC
for the purposes of the audit. Based on the
Committee’s review of the services provided
by PwC and discussion with the lead audit
partner, the Committee concluded that
neither the nature nor the scale of the
non-audit services gave any concerns
regarding the objectivity or independence
of PwC.
The Committee considered the level of all
non-audit services incurred as part of its
annual review of PwC’s independence set
out above and was satisfied that the auditor
continued to exercise objectivity and remain
independent throughout the period.
The Committee also considered:
– A report from PwC confirming it maintains
appropriate internal safeguards in line
with applicable professional standards
to remain independent
– The Audit Quality Review’s 2023/24 Audit
Quality Inspection and Supervision Report
on PwC and the actions taken by PwC to
address the findings in that report
PwC attended all Committee meetings in
2024, met the Committee without executive
management present and the Committee
Chair regularly meets independently with
the audit partners.
Overall, the Committee concluded that:
– It continues to be satisfied with the
performance of the external auditor and
with the policies and procedures in place
to maintain its objectivity and
independence
– PwC possesses the skills, experience and
resources required to fulfil its duties, and
there was constructive challenge and
appropriate scepticism where necessary,
such as in challenging management’s
assumptions. The Committee appreciates
in particular PwC’s engagement with
management in building and timetabling
the audit plan for the first financial year
as auditor
– The audit for the year ended 31 December
2024 was effective
NON-AUDIT SERVICES
In line with the Company’s Non-Audit
Services Policy, the Committee ensures that
auditor objectivity and independence are
safeguarded by reviewing and pre-approving
the external auditor’s provision of certain
non-audit services (including audit-related
and other assurance services). The Committee
is mindful of the 70% non-audit services fee
cap in determining whether to pre-approve
such services.
2023
2023
2022
2022
42
38
2
40
40
1
37
37
44
44
2
46
46
2024
2024
Audit fees
Non-audit fees
Total fee
AUDIT/NON-AUDIT FEES
(£m)
All fees are summarised periodically for the
Committee to assess the aggregate value of
non-audit fees against audit fees. During the
year, PwC received £44 million in fees for
work relating to the audit services it provides
to the Company. Non-audit related work
undertaken by external auditors amounted
to fees of £2 million this year, which equated
to 5% of the total audit fees paid.
CORPORATE GOVERNANCE
115
WPP ANNUAL REPORT 2024
AUDIT COMMITTEE REPORT
AUDIT COMMITTEE REPORT CONTINUED
FINANCIAL REPORTING CRITICAL ACCOUNTING JUDGEMENTS AND ESTIMATES
The following critical accounting judgements and estimates in relation to the financial statements were assessed by the Committee
and discussed with management and the external auditor, PwC:
AREA OF FOCUS
CRITICAL ACCOUNTING JUDGEMENTS
AND ESTIMATES
ACTIONS TAKEN/CONCLUSION
Goodwill impairments
Estimates and judgements in relation
to goodwill impairment testing
The Committee assessed the appropriateness of the key assumptions used by management in its annual
goodwill impairment assessment of AKQA Group, with a particular focus on forecast revenue less
pass-through costs and operating margins. The Committee also assessed the approach taken by
management to other cash generating units, including Landor. The Committee was satisfied that the
assumptions and resulting impairment charge was reasonable and that the associated disclosures are
appropriate (see Note 11).
OTHER AREAS
Headline profit
Judgements relating to headline
profit measures
The Committee considered the judgement applied by management in calculating headline profit,
in order to present an alternative measure of performance by excluding items which are considered to be
large, unusual and non-recurring which are otherwise included in profit measures determined under IFRS.
The Committee was satisfied that the exclusion of the relevant amounts from headline profit measures
was reasonable and that the associated disclosures are appropriate, and balanced alongside IFRS profit
measures (see pages 196 and 198).
Taxation
The estimates and judgements made in
respect of uncertain tax position liabilities
The Committee considered the key judgements made by management, including relevant professional
advice that may have been received. The Committee considers the level of recognised uncertain tax
position liabilities to be reasonable and that the associated disclosures are appropriate (see Note 7).
Provisions
The estimates and judgements made in respect
of provisions for certain ongoing legal
proceedings and claims
The Committee considered the key judgements made by management in respect of certain ongoing legal
proceedings and claims including professional advice that may have been received. The Committee
considers the level of provisions recognised to be reasonable and that the associated disclosures are
appropriate (see Note 20).
Revenue recognition
Judgements and estimates in respect
of the measurement and recognition of
variable consideration
The Committee considered the reasonableness of the key judgements and estimates applied by
management in recording certain elements of the Group’s revenue, in particular in relation to the
measurement and recognition of revenue from arrangements that include significant variable incentive
based or rebate related consideration. The Committee was satisfied the measurement and recognition
of revenue in respect of these arrangements was appropriate.
Group accounting
Review of the group accounting
areas and consolidation
The Committee considered management’s review of its group accounting and consolidation process,
in particular considering the determination of non-controlling interests, intercompany eliminations and
hyperinflation accounting. The Committee was satisfied that management’s group accounting and
consolidation approach for these areas was reasonable.
Going concern
The going concern assessment
and viability statement
The Committee reviewed and assessed the scenarios modelled by management, including management’s
downside and stress-testing scenarios, taking account of declines in revenue less pass-through costs
compared to 2024. The Committee concurs with the conclusions from management’s going concern and
viability statement assessments, and that the associated disclosures on page 77 are appropriate.
CORPORATE GOVERNANCE
116
WPP ANNUAL REPORT 2024
Committee members
– Keith Weed CBE (Chair)
– Angela Ahrendts DBE
– Jasmine Whitbread
– Dr. Ya-Qin Zhang
Regular attendees include the Chief Executive
Officer, Chief Financial Officer, Group Chief
Counsel, Chief People Officer, Chief
Sustainability Officer and Director of
Communications and Corporate Affairs.
The Company Secretary is Secretary to the
Committee and attends all meetings.
Key responsibilities:
– Understanding the sustainability risks and
opportunities for WPP
– Assisting the Board in its oversight of
corporate responsibility, sustainability,
health and safety and associated reputation
matters, taking into account WPP’s purpose,
strategy and culture
– Assessing the Company’s current
sustainability footprint, reviewing
sustainability targets and commitments
and materiality
– Reviewing and considering WPP’s Transition
Plan, Modern Slavery Statement and
sustainability-related policies, including
the Environment Policy, for approval by
the Board
Attendance at Committee meetings during
the year can be found on page 103
SUSTAINABILITY
COMMITTEE REPORT
KEITH WEED CBE
CHAIR OF THE SUSTAINABILITY COMMITTEE
DEAR SHAREHOLDER
As the Chair of the Committee, I am pleased
to present the Committee’s 2024 report.
In 2024, we continued to place increased
focus on sustainability for the Board and
the Company to ensure we manage our
sustainability-related risks and take
advantage of opportunities. We monitored
sustainability performance as the Company
works to deliver on its commitments and
meet our environmental, social and
governance (ESG) obligations.
Our committee members bring with
them a wide range of experience to
help navigate this complex landscape,
including sustainability expertise in
marketing, technology, sustainable
business and international development,
from senior positions in business and
non-governmental organisations.
The Committee received updates on a
wide range of topics throughout the year,
ranging from progress to simplify non-
financial data collection (see ‘evolving
our reporting’ on page 37 of our 2024
Sustainability Report), to initiatives to
equip and inspire our people on
sustainability, to work on refreshing the
environmental and social KPIs linked to
the Company’s $2.5 billion revolving credit
facility (approved by the Board in February
2025). The Committee also reviewed,
as we do each year, the Company’s
climate-related risks and opportunities,
sustainability and environment policies,
and Modern Slavery Statement.
We continued to pay careful attention to
developing ESG regulation. Throughout
the year, the Committee received regular
updates on WPP’s evolving approach to
ESG reporting and the Company’s roadmap
for compliance with enhanced disclosure
requirements.
To streamline review and assurance
processes, certain meetings of the
Committee continued to be partially
combined with Audit Committee meetings,
as referenced in the Audit Committee Report
(from page 110).
ASSESSING MATERIALITY
During the year the Committee, along
with the Audit Committee, supported
management in conducting WPP’s first
double materiality assessment, as the
Company prepares for the EU’s Corporate
Sustainability Reporting Directive (CSRD).
The outcomes of the assessment are
summarised on page 36 of this report.
As we evolve our disclosures to be consistent
with the CSRD and other ESG reporting
requirements, disclosures identified as
non-material through the double materiality
assessment are disclosed online in the 2024
ESG Data Book and are no longer included
in the 2024 Annual Report and Sustainability
Report. Our online Reporting Standards
Index provides a summary of the ESG topics
and disclosures covered and their location
in our 2024 reporting.
Find our 2024 ESG Data Book and
Reporting Standards Index at
wpp.com/sustainabilityreport2024
WE CONTINUED TO PAY
CAREFUL ATTENTION
TO DEVELOPING ESG
REGULATION”
CORPORATE GOVERNANCE
117
WPP ANNUAL REPORT 2024
SUSTAINABILITY COMMITTEE REPORT CONTINUED
WPP remains committed to ongoing
responsible management practices across
both material and non-material topics.
DECARBONISATION
The Committee monitored progress towards
WPP’s carbon reduction targets, as we near
the target date for WPP’s commitment to
reduce Scope 1 and 2 emissions in absolute
terms by 84% by 2025. The Planet section on
pages 45 and 46 of this report sets out the
Company’s commitments and performance.
Throughout the year, we supported
management in the development of WPP’s
first formal Transition Plan, which will outline
decarbonisation roadmaps across the
Company’s most material emissions hotspots,
summarised on page 45 and in the Planet
chapter of our 2024 Sustainability Report.
In 2025, the Company will recalculate baseline
carbon emissions and revalidate its carbon
reduction targets. This is in line with Science
Based Targets initiative (SBTi) guidelines,
which require companies to undertake this
exercise every five years. The Company will
publish its first formal Transition Plan, aligned
to the recommendations of the Transition
Plan Taskforce, once this review is complete,
to ensure the Transition Plan remains relevant
across its three-year lifespan.
Monitoring Transition Plan implementation
remains a priority for the Committee, and
we look forward to continued deep dive
reports on progress across the Company.
SUSTAINABILITY TRAINING
The Committee received regular updates
on initiatives to build sustainability capability
across WPP. In September, WPP launched
a new Sustainability Academy – part of the
Company’s Future Readiness Academies –
featuring interactive modules and live
masterclasses to help our people tackle
sustainability challenges and deliver
solutions that help clients address their
own sustainability priorities and impacts.
See page 56
HEALTH, SAFETY AND WELLBEING
We assist the Board in oversight of health
and safety-related matters. In 2024, in
response to employee feedback in our 2023
All In staff survey, the Company continued
to prioritise the mental health and wellbeing
of our people through targeted awareness
campaigns, including Making Space, an
initiative which aims to inspire wellbeing,
inclusion and creativity. We also enhanced
our Employee Assistance Programme,
offering 24/7 free confidential counselling
and support to every WPP employee
(see page 44).
ENGAGEMENT
We continued to support management’s
engagement strategy on sustainability.
Employee engagement remains a high
priority and this report highlights a number
of initiatives, from building sustainability
knowledge and skills through the
Sustainability Academy, to encouraging
volunteering (see page 58).
Supply chain engagement plays an important
role in delivering meaningful emissions
reductions. We continued to monitor
WPP’s targeted engagement with carbon
strategic suppliers, who contribute 56%
of the Company’s indirect supply chain
emissions (see page 45).
Through WPP’s first double materiality
assessment the Company captured
stakeholder perspectives across a range
of ESG topics. This will inform WPP’s
sustainability strategy, investments,
engagement and reporting, to focus activity
on the topics of greatest importance and
relevance to the business and its
stakeholders.
TRANSPARENCY
Measuring and monitoring sustainability
KPIs is critical to delivering against our
sustainability strategy and targets.
The Committee continued to monitor
sustainability KPIs to ensure that the
Company is making progress against its
external commitments and effectively
managing material sustainability risks
and opportunities.
Throughout this report, selected content
highlighted with the symbol was subject
to independent limited assurance procedures
by PricewaterhouseCoopers LLP (PwC)
for the year ended 31 December 2024.
In May 2024 PwC presented its third
management report to the Committee.
In July, following a competitive process, the
Committee endorsed PwC’s reappointment
as independent assurance provider to
support WPP’s assurance programme
from 1 January 2025.
Management provides regular progress
updates to the Committee throughout the
year on work undertaken to strengthen data
quality and the ESG control environment,
which in 2024 included training and work
to centralise data (see ‘our approach to
sustainability’ on pages 40 and 41).
For details and results of the limited assurance,
see wpp.com/sustainabilityreport2024
TERMS OF REFERENCE
The Committee’s terms of reference are
reviewed annually by the Committee and
adopted by the Board, most recently on
4 February 2025.
A copy of the Committee’s terms
of reference is available at wpp.com/
investors/corporate-governance
I would like to thank the members of the
Committee and the management team for
their commitment throughout the year, and
look forward to continuing our work in 2025.
Keith Weed
Chair of the
Sustainability Committee
28 March 2025
CORPORATE GOVERNANCE
118
WPP ANNUAL REPORT 2024
COMPENSATION
COMMITTEE REPORT
JASMINE WHITBREAD
CHAIR OF THE
COMPENSATION COMMITTEE
THE COMMITTEE'S 2024
COMPENSATION DECISIONS
BALANCE THE CHALLENGING
BUSINESS ENVIRONMENT
AND ITS IMPACT ON
FINANCIAL RESULTS
WITH THE SIGNIFICANT
STRATEGIC PROGRESS
ACHIEVED, REFLECTING
OUR PAY-FOR-PERFORMANCE
PHILOSOPHY”
Committee members
– Jasmine Whitbread (Chair)
– Sandrine Dufour
– Tom Ilube CBE
– Philip Jansen (appointed 16 September 2024)
Attendees
Regular attendees also include the Chief
Executive Officer, the Chief Financial Officer,
the Chief People Officer, the Global Reward
Director and the Committee external advisors.
The Chief Executive Officer, Chief Financial
Officer and Chief People Officer are not
present when matters relating to their own
compensation or contracts are discussed
and decided.
The Company Secretary is Secretary to the
Committee and attends all meetings.
Key responsibilities
– Setting the Compensation Policy and the
terms and conditions for the Chair of
the Board, Executive Committee and
Company Secretary
– Designing and monitoring incentive
arrangements including setting targets
and assessing performance
– Maintaining an active dialogue with
shareholders and ensuring WPP practice
aligns with corporate governance standards
Learn more at wpp.com/about/
corporate-governance
DEAR SHAREHOLDER
On behalf of the WPP Board, I am pleased
to present the Compensation Committee
report for the financial year ended
31 December 2024.
In this report, I include my introductory
letter, an 'At a Glance' summary of
compensation, an overview of the Directors’
Compensation Policy (‘the Policy’) approved
by shareholders at the 2023 AGM and the
Annual Report on Compensation setting
out the implementation of the existing
Policy in 2024. The report also sets out
the proposed implementation for 2025.
PROGRESS MADE ON INNOVATING
TO LEAD STRATEGY
During 2024 WPP's leadership team
continued to drive progress on delivering
our strategy, Innovating to Lead. WPP Open,
our AI-driven operating system for marketing
transformation, has differentiated our
offering for both existing and prospective
clients. WPP's continued investment in this
platform will allow our clients and people to
further leverage the creative opportunities
that AI presents now and in the future.
The mergers to create Burson and VML,
and the GroupM simplification process, have
streamlined our client-facing structure while
delivering structural cost savings. Although
there remains work to be done, we are now
able to deliver a stronger, more integrated
offer to our clients.
However, while we delivered improved
operating margin and cash conversion during
2024, resulting in a stronger balance sheet,
revenues were adversely impacted by the
effect of historical client losses, challenging
conditions in China and weaker discretionary
client spend. We remain confident in our
medium-term targets and strategy but
also recognise the short-term outlook
remains challenging.
WPP has a pay-for-performance philosophy
and the Committee believes that the
decisions taken with respect to fixed
compensation, the annual incentive (STIP)
and long-term incentive (EPSP) fairly reflect
2024 financial performance combined with
the progress made on WPP's strategy.
APPOINTMENT OF PHILIP JANSEN
As announced in July 2024, Philip Jansen
joined the Board on 16 September 2024
as an independent Non-Executive Director
and Chair-designate. Following a handover
period, he assumed the role of Chair on
1 January 2025, when Roberto Quarta retired.
The Committee agreed Philip’s annual fees
as Chair at £575,000 at the time of his
appointment. Further detail is set out
on page 136.
COMPENSATION IN 2024
STIP 2024
All the Executive Directors participated
in the 2024 STIP. The STIP was based on a
combination of financial and non-financial
measures aligned to the delivery of the
Company strategy and purpose. The financial
measures, which determined 75% of the
award, were like-for-like headline operating
profit growth, headline operating margin
improvement and like-for-like revenue
less pass-through costs growth.
In considering 2024 actual performance,
the Committee agreed immaterial
downwards adjustments to operating profit
and operating margin outcomes for certain
119
CORPORATE GOVERNANCE
WPP ANNUAL REPORT 2024
COMPENSATION COMMITTEE REPORT CONTINUED
variable client incentive-based estimations.
As a result of these adjustments the
Committee considers that an outcome
of 24.38% of the 75% maximum in respect
of the financial element of the STIP
appropriately reflects the underlying
performance of the Company.
See pages 130 for further detail
on performance against financial targets
A scorecard was used to assess performance
against non-financial measures, which
determined the remaining 25% of the award.
The scorecard is based on four categories:
strategic priorities; client; people and
culture; and purpose and reputation.
The Committee considered the non-financial
performance under each of the four
categories for the CEO, CFO and COO.
The Committee determined overall
assessments of 15% for Mark Read, 20% for
Joanne Wilson and 12.5% for Andrew Scott
out of a maximum of 25% were appropriate
given the wider business context. This has
resulted in a total bonus (as a percentage
of the maximum) of 39.38% for Mark Read,
44.38% for Joanne Wilson and 36.88% for
Andrew Scott.
Full details of non-financial performance
for each Director are included on pages
131 and 132
2022 EPSP AWARDS
The 2022 EPSP awards' three-year
performance period ended on 31 December
2024, with performance assessed against
three measures: return on invested capital
(ROIC); adjusted free cash flow (AFCF);
and relative total shareholder return (TSR).
Performance was between threshold and
maximum for ROIC and AFCF but below
the threshold required for relative TSR,
resulting in a formulaic vesting of 48.8%.
The Committee considered this vesting
outcome was an appropriate reflection
of performance and made no adjustments
to the outcome.
COMPENSATION IN 2025
STIP 2025 PERFORMANCE METRICS
As detailed on page 133, during the year
the Committee reviewed the performance
measures which will apply for 2025 to
ensure continued alignment with our
strategy. The Group financial measures,
in line with the Policy, will continue to have
a 75% weighting. For 2025 the Committee
agreed that headline operating margin
improvement and revenue less pass-through
costs growth were the appropriate financial
metrics, with equal weighting given to each.
The headline operating growth metric
has been removed. The Committee
considered that a focus on these two
metrics would increase alignment with
our strategic goal of delivering profitable
growth. The non-financial performance
element (25%) will continue to be assessed
using a scorecard across the four categories
of: strategic priorities; client; people and
culture; and purpose and reputation.
JOANNE WILSON STIP OPPORTUNITY
The Committee regularly reviews the
compensation arrangements of the Executive
Directors to ensure they are appropriately
positioned relative to external and internal
peers while also being reflective of the
specific skills, responsibilities, attributes
and contribution to the business of each
individual. During 2024, the Committee
made the decision to increase the CFO’s STIP
opportunity to align with that of the CEO in
recognition of the wide remit of her role and
her impact on the growth and transformation
of WPP. Joanne’s target and maximum STIP
opportunities have therefore been increased
from 1 January 2025 to 125% of base salary at
target and 250% of base salary at maximum
in line with the Policy limits.
EPSP 2025 PERFORMANCE METRICS
The Committee carefully considered the
performance metrics and targets for the
2025 EPSP awards. It determined ROIC,
AFCF and relative TSR remained the correct
measures. Each year in setting the targets
the Committee follows a robust process
involving consideration of our detailed
medium-term financial plans, financial
modelling and reference to analyst consensus
estimates. The Committee considers the
targets set for the 2025 award are
appropriately challenging given the wider
business context. A comprehensive review
of performance metrics will be carried out
as part of the Policy review during 2025.
The Committee is also conscious that,
subject to regulatory approval, the proposed
merger between Omnicom and IPG will have
an impact on the sector relative TSR peer
group. If the merger successfully completes,
the Committee will consider the impact and
provide an update in its 2025 report.
DIRECTORS’ COMPENSATION
POLICY UPDATE
2025 will be last full financial year of our
current Policy, as such we will be seeking
shareholder approval for a new version of
the Policy at our 2026 AGM. During 2025
we will carry out a detailed review of
our current Policy and consult with our
major shareholders.
Our review will focus on ensuring the new
policy facilitates the continued delivery of our
Innovating to Lead strategy, supporting the
retention and recruitment of market-leading
talent in an increasingly competitive global
market. I look forward to engaging with our
major shareholders during this process.
NON-EXECUTIVE DIRECTOR (NED) FEES
During 2024 the Chair and Executive Directors
reviewed the fees payable to NEDs. To ensure
that the fee structure remained appropriately
positioned relative to market and reflected
the responsibilities and time commitment
of the role, the base fee was increased to
£90,000 and the membership fees for the
Sustainability and Nomination Committees
to £15,000. All changes were effective
1 July 2024. No other changes were made.
WPP SHARE OPTION PLAN RENEWAL
Options under the WPP Share Option Plan
(Plan) are awarded to around 50,000 of
our employees each year (excluding
Executive Directors and other senior leaders
who participate in the EPSP or Leadership
Plan, see page 140). A resolution will be
included at the AGM for renewal of the Plan
as it approaches its ten-year expiry. To aid
its broad-based operation, this includes the
removal of the five per cent dilution limit for
our discretionary share schemes, aligning
with the recent updates to the Investment
Association Principles of Remuneration.
The overall ten per cent limit for all our
share plans remains in place.
CONCLUSION
Roberto Quarta retired from the Committee
and the Board on 31 December 2024 having
been a member of the Committee since June
2015. On behalf of the Committee, I would
like to thank Roberto for his invaluable
support and contributions over this period.
I would like to express my appreciation to
the ongoing members of the Committee
for their continuing dedication and active
participation.
I thank the leadership team for the progress
it has made in delivering on the strategy
during 2024 and its continued focus on
ensuring WPP is well positioned for the
next phase of our strategy.
Jasmine Whitbread
Chair of the
Compensation Committee
28 March 2025
120
WPP ANNUAL REPORT 2024
CORPORATE GOVERNANCE
2024 TOTAL COMPENSATION COMPARED WITH POLICY
(£000)
Mark Read
CEO
Joanne Wilson
CFO, appointed 27 April 2023
Andrew Scott
COO, appointed 7 September 2023
Fixed compensation, consisting of base salary, benefits and pension
(as set out in the single figure on page 128)
Short-term incentives (STIP)
Long-term incentives (EPSP)
Buy-out awards
1 Actual total compensation is from the date of appointment for the CFO and COO
Target: 50% of maximum STIP, 60% of maximum EPSP
2024
Actual Total
Compensation
2023
Actual Total
Compensation
Policy
Compensation
at Target
Policy
Compensation
at Maximum
£0
£2,000
£1,000
£3,000 £4,000 £5,000 £6,000 £7,000 £8,000 £9,000
£8,566
£8,566
£5,368
£5,368
£4,498
£4,498
£3,801
£3,801
£0
£1,000
£2,000
£3,000
£4,000
£5,000
2024
Actual Total
Compensation
2023
Actual Total
Compensation
(part year)
Policy
Compensation
at Target
Policy
Compensation
at Maximum
£4,597
£4,597
£2,949
£2,949
£1,623
£1,623
£1,850
£1,850
£0
£1,000
£2,000
£3,000
£4,000
£5,000
2024
Actual Total
Compensation
2023
Actual Total
Compensation
(part year)
Policy
Compensation
at Target
Policy
Compensation
at Maximum
£2,890
£2,890
£1,606
£1,606
£4,505
£4,505
£2,070
£2,070
2024 COMPENSATION OUTCOMES
The information below summarises the 2024 total compensation received by the CEO, CFO and COO. The CFO, Joanne Wilson, and COO,
Andrew Scott, were both appointed during 2023; as a result, prior year data for 2023 reflects compensation received from their respective
dates of appointment.1 The EPSP award vestings for the COO in 2024 and 2023 are in respect of 2022 and 2021 EPSP awards granted prior to
his appointment to the Board. The EPSP vestings for the CFO in 2024 and 2023 relate to buy-out awards subject to the same performance
conditions as the 2022 and 2021 EPSP awards respectively. Full details of the performance outcomes are set out on pages 130-133.
COMPENSATION AT A GLANCE
121
CORPORATE GOVERNANCE
WPP ANNUAL REPORT 2024
COMPENSATION AT A GLANCE CONTINUED
2024 TOTAL COMPENSATION OUTCOMES SUMMARY
2024 FIXED COMPENSATION
Mark
Read
(CEO)
£000
Joanne
Wilson
(CFO)
£000
Andrew
Scott
(COO)
£000
Base salary
1,140
750
735
Pension1
114
75
73
Benefits
38
32
32
1 Aligned at a maximum of 10% of base salary for all Executive Directors
2024 STIP PERFORMANCE
WEIGHTING
OUTCOME
ACHIEVED
Threshold
(0% payable)
Target
(50% payable)
Maximum
(100% payable)
Like-for-like headline
operating profit growth
25%
3.13%
Headline operating
margin improvement
25%
21.25%
Like-for-like revenue less
pass-through costs growth
25%
0.00%
Total financial performance
75%
24.38%
Mark
Read
Joanne
Wilson
Andrew
Scott
Non-financial performance
25%
See pages 131 and 132 for performance against non-financial measures
15.00%
20.00%
12.50%
Total (%) of maximum
100%
39.38%
44.38%
36.88%
Total (%) of base salary
98.45%
88.76%
73.76%
Total amount (£000)
1,137
675
550
Delivery
60% is delivered in cash; 40% as a share award (ESA)
with a two-year deferral period
2024 STIP bonus delivery
Actual STIP performance
Indicates a scale break
Below
Threshold
-1.0%
0.0%
0.2%
0.4%
0.34%
0.0%
4.0%
1.0%
7.0%
0.0%
1.5%
3.0%
40%
shares
60%
cash
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WPP ANNUAL REPORT 2024
CORPORATE GOVERNANCE
2022 EPSP PERFORMANCE
WEIGHTING
OUTCOME ACHIEVED
Threshold
(20% vesting)
Maximum
(100% vesting)
Average return on
invested capital (ROIC)
1/3
23.6%
Cumulative adjusted
free cash flow (AFCF)
1/3
25.2%
Relative TSR
(common currency)
1/3
0.0%
Relative TSR
(local currency)
Total (% of maximum)
100%
48.8%
Mark
Read
Joanne
Wilson1
Andrew
Scott
Total amount (£000)
1,372
318
680
Delivery
The awards are due to vest in March 2025 and will be delivered in shares (net of withholdings for tax and social security)
The shares must be retained for a further two years from the end of the performance period
1 The award vesting shown for Joanne Wilson is that of an on-hire Buy-out award made in May 2023, the vesting of which was linked to the 2022 EPSP performance metrics
Actual EPSP performance
SHAREHOLDING REQUIREMENT
Mark
Read
Joanne
Wilson
Andrew
Scott
Appointed
3 September 2018
Appointed
19 April 2023
Appointed
7 September 2023
Executive Directors are required to build and maintain their shareholding requirements within seven years of appointment. Expectation that shares received on
the vesting of share awards (eg EPSP and ESA) will be retained (other than those required to settle tax obligations) until holding requirement met, as was the case
in 2024.
Target levels (% of base salary)
600%
300%
300%
Actual levels (% of base salary) at 31 December 20241
697%
32%
966%
Actual levels (% of base salary) at 31 December 20231
476%
4%
736%
1 The share price used for the calculation is the average share price for the last two months of the relevant financial year
16.5%
£2,300m
Median
Median
18.5%
£3,100m
Upper
decile
Upper
decile
17.8%
£2,855m
Below
threshold
Below
threshold
123
COMPENSATION AT A GLANCE
WPP ANNUAL REPORT 2024
CORPORATE GOVERNANCE
The Directors’ Compensation Policy (‘the Policy’) was approved by shareholders at the AGM on 17 May 2023. The table on pages 125 and 126
summarises the Policy and how it will be implemented for 2025. Full details of the Policy can be found at pages 134-142 of the 2022 Annual
Report and Accounts.
ALIGNING COMPENSATION WITH STRATEGY
The performance-linked elements of compensation (STIP and EPSP) are aligned to our strategic business priorities and the creation of
long-term shareholder value. Performance measures for both the STIP and EPSP are selected to align to our business strategy and include
a range of financial and non-financial measures. The Committee regularly reviews the performance measures to ensure continued alignment
to the business strategy. Performance measures are aligned to our business KPIs, see page 65 for further details.
OUR STRATEGY -
INNOVATING TO LEAD
Our strategy aims to capture
the opportunities offered
by AI, maximise the potential
of creative transformation
and deliver faster growth,
higher margins and improved
cash generation
Underpinned by a disciplined approach to capital allocation
The metrics to be used for the 2025 financial year and their alignment with the different elements of the strategy are summarised in the
table below.
SHORT-TERM INCENTIVE PLAN (STIP) – 2025 FINANCIAL YEAR
Measure
Summary
Link to strategic elements
Like-for-like revenue less pass-
through costs growth (37.5%)
A key financial KPI. Like-for-like
revenue growth excludes the
impact of currency and acquisitions
Our aim is to drive revenue
growth by leading through AI,
data and technology, creative
transformation and building our
market-leading brands
Headline operating profit margin
improvement (37.5%)
This uses the key financial KPI of
operating profit margin and
measures the improvement in
our profit on trading activities
Our aim is to generate improved
margins by executing efficiently
Individual strategic objectives (25%)
Individual objectives will be set in
the following areas:
– Strategic priorities
– Client
– People and culture
– Purpose and reputation
Individual scorecard objectives
will be based on role and
accountabilities of the
Executive Director
LONG-TERM INCENTIVE PLAN (EPSP) – 2025 EPSP AWARDS
Measure
Summary
Link to strategic elements
Return on invested capital (ROIC)
(33.3%)
ROIC measures the return (operating
profit) made relative to the invested
capital over the final financial year of
the three-year performance period
Our aim is to grow the business
whilst delivering higher margins
and executing efficiently
Adjusted free cash flow (AFCF)
(33.3%)
AFCF measures the cash the
business generates over the
three-year performance period
Our aim is to grow the business
whilst delivering improved cash
generation
Total shareholder return (TSR)
(33.3%)
TSR measures the returns received
by our shareholders over the
three-year performance period
relative to those of our FTSE 100
peers and global sector peers
Delivering on our strategy will
benefit our shareholders through
improved returns
Lead through
AI, data and
technology
Accelerate growth
through the
power of creative
transformation
Build world-class,
market-leading
brands
Execute efficiently
to drive strong
financial returns
DIRECTORS’ COMPENSATION POLICY
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CORPORATE GOVERNANCE
WPP ANNUAL REPORT 2024
HOW WE WILL IMPLEMENT OUR PROPOSED COMPENSATION POLICY IN 2025
The tables below and overleaf set out how we plan to implement the Policy specifically for 2025.
TIMELINE OF COMPENSATION ELEMENTS
2025
2026
2027
2028
2029
Base salary
Benefits
Pension
STIP
EPSP
FIXED ELEMENTS OF COMPENSATION
Component
Purpose and
link to strategy
Operation
Opportunity
Implementation
for 2025
Base salary
To maintain
package
competitiveness
Base salary is typically reviewed annually
to align with the wider workforce
Increases for Executives will
usually be aligned to the
wider workforce which will
reflect the performance of
the Company, the individual
and local economic factors
Mark Read: £1,155,000
Joanne Wilson: £760,000
Andrew Scott: £745,000
Salary levels will be reviewed
in 2025 and any increases
effective 1 July 2025
Benefits
Provide an annual
fixed and
non-itemised
allowance to enable
the Executive to
ensure their
wellbeing and
security
Reviewed periodically by the
Committee. Set with reference to
the individual concerned and the
role they undertake
The maximum fixed annual
benefit allowance payable
is £50,000 (excluding
relocation benefits)
Mark Read: £35,000
Joanne Wilson: £30,000
Andrew Scott: £30,000
Plus taxable expenses related
directly to attendance at
Board meetings
Pension
To enable provision
for retirement
benefits
Provided by way of contribution to
a defined contribution retirement
arrangement, cash allowance or
combination of the two
Maximum contribution of
10% of base salary
Mark Read: 10%
Joanne Wilson: 10%
Andrew Scott: 10%
VARIABLE ELEMENTS OF COMPENSATION
SHORT-TERM INCENTIVE PLAN (STIP)
Purpose and
link to strategy
Operation
Opportunity
Performance
Implementation
for 2025
To drive the
achievement of
strategic priorities
for the financial year
and to motivate,
retain and reward
executives over the
short and medium
term. The ESA
element of the
incentive aligns
executives with
shareholder
interests
Targets are set early in the year.
The Committee determines the extent
to which these targets have been
achieved following the end of the year
based on performance and has discretion
to adjust the formulaic outcome both
upwards and downwards (including
to zero) to ensure the performance
outcome reflects underlying Company
performance and value creation
for shareholders
At least 40% of the STIP award is
delivered in the form of conditional
deferred shares (ESA) which will be
released after a period of two years
STIP awards are subject to the malus
and clawback policy as may be amended
from time to time
Maximum opportunity
of 250% of base salary
Dividends will accrue
on the ESA during the
deferral period
Performance measures
and targets are reviewed
and set annually to ensure
continued strategic
alignment
Financial measures
represent a minimum
of 75% of the award;
individual strategic or
non-financial objectives
may represent up to 25%
of the award. These might
include Company-wide
priorities tied to ESG,
individual performance
goals and/or other
individual or Company-
wide non-financial
objectives
Mark Read: 0-250%
Joanne Wilson: 0-250%
Andrew Scott: 0-200%
The financial measures for
2025 are headline operating
margin improvement and
revenue less pass-through
costs growth
Non-financial performance
will be measured based on
a scorecard including the
following metrics: strategic
priorities; client; people and
culture; and purpose and
reputation
Deferred shares (Executive Share Award)
Cash
Performance period
Holding period
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DIRECTORS’ COMPENSATION POLICY
WPP ANNUAL REPORT 2024
CORPORATE GOVERNANCE
LONG-TERM INCENTIVE PLAN – EXECUTIVE PERFORMANCE SHARE PLAN (EPSP)
Purpose and
link to strategy
Operation
Opportunity
Performance
Implementation
for 2025
To drive the
achievement of
long-term strategic
priorities, to aid
retention and to
align Executive
Director and
shareholder
interests over
the long term
The EPSP comprises a grant of
performance share/nil-cost option
awards which will vest subject to the
achievement of performance conditions.
The Committee has the discretion to
adjust the formulaic outcome of the
award to ensure that vesting reflects
underlying Company performance and
value creation for shareholders
The EPSP has a performance period
of three years, followed by a two-year
holding period of the vested shares
The EPSP is subject to the malus and
clawback policy as may be amended
from time to time
Maximum opportunity:
400% of base salary
Less than the maximum
opportunity may be
applied to Executive
Directors
Dividends will accrue
on awards during the
performance period
Vesting of the EPSP is
subject to the achievement
of stretching performance
targets
Performance measures and
targets are reviewed and
set annually by the
Committee to ensure
continued strategic
alignment. These may be a
mix of market, financial and
non-financial measures
Threshold performance
will produce an award of
20% of the award granted
and increase on a sliding
scale to 100% for maximum
performance achievement
2025 EPSP awards
(% of base salary):
Mark Read: 390%
Joanne Wilson: 300%
Andrew Scott: 300%
Performance measures for
2025 are ROIC, AFCF and
relative TSR
SHAREHOLDING REQUIREMENTS
Purpose and
link to strategy
Operation
Requirement
Implementation
for 2025
To align the
interests of
Executive Directors
with shareholders
Executive Directors and other members
of the senior management team are
subject to share ownership requirements
which seek to reinforce the WPP
principle of alignment of management’s
interests with those of shareholders
Executive Directors are required to hold
100% of their shareholding requirement,
or their shareholding at the date of
departure, for a period of one year
following cessation of employment,
reducing to 50% for a second year
If an Executive Director fails to achieve
the required level of share ownership,
the Committee will decide what
remedial action or penalty is appropriate.
This may involve a reduction in future
share awards or requiring the Executive
Director to purchase shares in the market
to meet the ownership requirements
If an Executive Director fails to maintain
their shareholding requirement
post-employment, this may result in
a reduction of outstanding awards
Chief Executive Officer: 600% of base salary; Chief
Financial Officer: 300% of base salary. Minimum for any
other new Executive Director appointed to the Board:
200% of base salary
Executive Directors will be permitted a period of seven
years from the date of their appointment to achieve the
required level
Mark Read: 600%
Joanne Wilson: 300%
Andrew Scott: 300%
DIRECTORS’ COMPENSATION POLICY CONTINUED
126
WPP ANNUAL REPORT 2024
CORPORATE GOVERNANCE
ANNUAL REPORT ON COMPENSATION
This section of the report sets out details of
how the Directors’ Compensation Policy was
implemented in 2024.
Payments have been made in accordance
with the current Directors’ Compensation
Policy, approved by shareholders at the 2023
AGM. The information included in this section
has been audited where stated.
GOVERNANCE IN RELATION
TO COMPENSATION
During 2024, there were four scheduled and
two unscheduled Compensation Committee
meetings. A table of Board and Committee
attendance can be found on page 103 and
the detail of key activities discussed is set
out below.
The Committee members have no
personal financial interest (other than as
a shareholder as disclosed on page 138)
in the matters to be decided by the
Committee, potential conflicts of interest
arising from cross-directorships, or day-to-
day involvement in running the Company’s
businesses. The terms of reference for the
Compensation Committee are available on
the Company’s website.
senior management. As the outgoing
external auditor, Deloitte also provided
audit services during 2024 as well as services
related to tax compliance and advisory.
Deloitte was appointed independent advisor
to the Committee following completion
of the final Group audit in respect of 2023
and the transition to our current external
auditors. The Committee is satisfied that
no conflict of interest exists or existed
in the provision of services and that each
respective advisor was objective and
independent. WTW and Deloitte are both
members of the Remuneration Consultants
Group and its Voluntary Code of Conduct
of is designed to ensure objective and
independent advice is given to committees.
Fees, chargeable on a time and material
basis, in respect of advice to the Committee,
by WTW and Deloitte for 2024 were £56,448
and £13,500 respectively. WTW and Deloitte
attended Committee meetings by invitation.
Deloitte does not have any other connection
to WPP or its Directors. The Committee
also receives external legal advice, where
required, to assist it in carrying out its duties.
ADVISORS TO THE COMPENSATION
COMMITTEE
The Committee invites certain individuals
to attend meetings, including the Chief
Executive Officer, Chief Financial Officer, the
Company Secretary, the Chief People Officer
(who are not present when matters relating
to their own compensation or contracts are
discussed and decided) and the Global
Reward Director. The latter two individuals
provide a perspective on information
reviewed by the Committee and are a conduit
for requests for information and analysis from
the Committee’s external advisors.
EXTERNAL ADVISORS
During 2024 the Committee ran a competitive
tender process for the appointment of its
independent advisor. This process involved
the submission of written proposals together
with the interview of shortlisted candidates
by members of the Committee and members
of the Company’s management. This resulted
in the appointment of Deloitte as independent
advisor with effect from November 2024,
succeeding WTW.
WTW and then Deloitte, following its
appointment in November 2024, advised the
Committee during 2024 on all aspects of
remuneration for Executive Directors and
ACTIVITY DURING THE YEAR
The key activities of the Compensation Committee are set out below. In addition to the specific items outlined, the Committee reviews any
compensation matters relating to the Executive Directors and the Executive Committee, as well as all compensation governance matters.
2024 TIMELINE OF KEY EVENTS AND ACTIVITIES
Q1
Q2
Q3
Q4
– Determined performance
outcomes for 2019 and 2021 EPSP
awards, including whether
adjustments would be
appropriate
– Considered 2023 STIP in the
context of performance during
the year
– Set targets for 2024 STIP and EPSP
– Reviewed and approved 2023
Compensation Committee Report
– Reviewed the Executive Directors’
base salaries
– Reviewed and approved
proposed changes to Executive
Committee compensation
– Received an update on Executive
Compensation market practice
and landscape
– Received an update on the wider
workforce providing an overview
of the workforce composition
and compensation of employees
at WPP
– Received a corporate governance
update
– Agreement of fees for
appointment of new Chair of the
Board, prior to appointment as
Chair-designate
– Determined and initiated the
tender process for independent
advisor to the Committee
– Considered submissions for the
independent advisor to the
Committee
– Received a further update on
corporate governance landscape
– Considered performance metrics
for 2025 STIP and EPSP awards
– Reviewed the effectiveness of the
operation of the current Directors’
Compensation Policy
To learn more, see wpp.com/about/corporate-governance
127
CORPORATE GOVERNANCE
WPP ANNUAL REPORT 2024
STATEMENT OF SHAREHOLDER VOTING
The result of the shareholder vote at the Company’s 2024 AGM in respect of the 2023 Compensation Committee Report and at the 2023 AGM
in respect of the Directors’ Compensation Policy is set out below:
Voting outcome for 2023 Compensation Committee Report at the 2024 AGM
Votes for
Votes against
Votes cast
Votes withheld
Resolution
Number
%
Number
%
Number
Number
To approve the
Compensation
Committee Report
789,002,865
92.88
60,497,656
7.12
849,500,521
90,097,874
Voting outcome for 2023 Directors' Compensation Policy at the 2023 AGM
Votes for
Votes against
Votes cast
Votes withheld
Resolution
Number
%
Number
%
Number
Number
To approve the
Compensation Policy
827,195,868
91.60
75,887,013
8.40%
903,082,881
185,601
2024 COMPENSATION
The decisions made with respect to 2024 compensation were made in line with the 2023 Directors’ Compensation Policy, approved by
shareholders at the AGM in 2023.
EXECUTIVE DIRECTORS’ TOTAL COMPENSATION RECEIVED (AUDITED)
Single total figure of compensation.
Base
salary
£000
Benefits
£000
Pension
£000
Total
fixed
£000
Short-term incentive
Long-term
incentive2
£000
Total
variable
£000
Other
£000
Total annual
compensation
£000
Cash
£000
Deferred
£000
Mark Read
2024
1,140
38
114
1,292
682
455
1,372
2,509
3,801
2023
1,103
40
110
1,253
774
515
1,956
3,245
4,498
Joanne Wilson1
2024
750
32
75
857
405
270
318
993
1,850
2023
516
25
52
593
287
191
193
671
3593
1,623
Andrew Scott1
2024
735
32
73
840
330
220
680
1,230
2,070
2023
229
11
23
263
118
79
1,146
1,343
1,606
1 Joanne Wilson joined the Company on 19 April 2023. Andrew Scott was appointed an Executive Director on 7 September 2023. For 2023 their base salary, other fixed elements of compensation and
short-term incentive amounts reflect their time in office during that year
2 Long-term incentives include amounts for the 2022 EPSP awards, together with an EPSP buyout award made to Joanne Wilson, whose performance periods all ended on 31 December 2024
3 Joanne Wilson received buy-out awards to compensate for the loss of incentive awards at her previous employer. An EPSP granted as part of the buyout awards (with performance conditions the same
as those of the 2022 EPSP awards) which vested in March 2025 shown at an amount of £317,600 is included under 'Long-term incentive' (2023 figures show EPSP buy-out award (with performance
conditions the same as the 2021 EPSP awards) which vested in March 2024 £193,253). 'Other' in 2023 includes £358,830 of restricted stock awards granted in that year to compensate for lost
incentive opportunity
ANNUAL REPORT ON COMPENSATION CONTINUED
128
WPP ANNUAL REPORT 2024
CORPORATE GOVERNANCE
FIXED ELEMENTS OF COMPENSATION (AUDITED)
BASE SALARY
Effective date of salary review
Increase made
%
Annual base
salary from
1 July 2024
£000
Base salary
received in
2024
£000
Mark Read
1 July 2024
2.7%
1,155,000
1,140
Joanne Wilson
1 July 2024
2.7%
760,000
750
Andrew Scott
1 July 2024
2.8%
745,000
735
The Executive Directors’ base salaries were reviewed in 2024 in line with a salary review which took place throughout the organisation.
When reviewing executive salaries in 2024, the Committee took into consideration the external market in the UK as well as the global
advertising and media sector; performance in role; time since previous review; and budgeted salary increases across the wider workforce
for 2024. The increases agreed by the Committee, outlined in the table above, were in line with the UK annual salary increase budget.
BENEFITS
In addition to the allowance received, the values
disclosed include the gross value of taxable expenses
related directly to attendance at Board meetings.
The expenses for Mark Read, Joanne Wilson and
Andrew Scott were £3,582, £2,402,and £1,552
respectively (2023: Mark Read £5,010; Joanne Wilson
£1,939 and Andrew Scott £1,958).
PENSION
Executive Directors’ pension provisions are aligned
with the wider UK workforce at 10% of base salary.
In 2024 Mark Read and Andrew Scott received their
pension allowance as a cash payment, Joanne Wilson
received hers as a combination of company pension
contribution and cash payment.
2024
Benefits
£000
Mark Read
38
Joanne Wilson
32
Andrew Scott
32
Contractual
pension
(% of base salary)
2024
Pension
£000
Mark Read
10
114
Joanne Wilson
10
75
Andrew Scott
10
73
129
ANNUAL REPORT ON COMPENSATION
WPP ANNUAL REPORT 2024
CORPORATE GOVERNANCE
SHORT-TERM INCENTIVE (AUDITED)
2024 STIP OUTCOME
2024 STIP
Financial
2024 STIP
Individual
2024 STIP Total
2024 STIP Award
Actual
outcome (%)
(out of 75%)
Actual
outcome (%)
(out of 25%)
Actual
outcome (%)
(out of 100%)
Maximum
bonus
(% of base
salary)
Actual
2024 STIP
(% of base
salary)
Total
£000
Cash element
(60%)
£000
Deferred (ESA)
element
(40%)1
£000
Mark Read
24.38
15.00
39.38
250
98.45
1,137
682
455
Joanne Wilson
24.38
20.00
44.38
200
88.76
675
405
270
Andrew Scott
24.38
12.50
36.88
200
73.76
550
330
220
1 Executive Share Awards (ESAs) are made over WPP shares and are expected to be granted in early May 2025. They will vest, subject to continued employment, in March 2027
The 2024 STIP amounts earned by the Executive Directors in respect of performance during 2024 are set out above: 40% of the overall pre-tax
STIP Award is deferred into an Executive Share Award (ESA) over ordinary shares, these vest two years from the date of deferral, subject to
continued employment. The STIP is non-pensionable.
PERFORMANCE AGAINST 2024 FINANCIAL OBJECTIVES (75% OF AWARD)
The financial bonus targets and outcomes for the year are set out in the table below. Performance against all financial objectives is calculated
on a ‘like-for-like’ basis other than headline operating margin, which is calculated on a constant currency basis.
Measure
Weighting
(as portion of
financial element)
Threshold
(0% payable)
Target
(50% payable)
Maximum
(100% payable)
Actual
performance
% of award
achieved
Like-for-like headline operating profit growth
1/3
0.0%
4.0%
7.0%
1.0%
3.13%
Headline operating margin improvement
1/3
0.0%
0.2%
0.4%
0.34%
21.25%
Like-for-like revenue less pass-through costs growth
1/3
0.0%
1.5%
3.0%
-1.0%
0.00%
Total achieved (out of 75% maximum)
24.38%
The outcomes shown above are after making immaterial downward adjustments to operating profit and operating margin outcomes for
certain variable client incentive based estimations agreed by the Committee. These adjustments resulted in a reduction in the outcome
of c.6.88pp relative to the performance based on reported headline results. No adjustment was made to the like-for-like revenue less
pass-through costs growth measure as the threshold was not met.
ANNUAL REPORT ON COMPENSATION CONTINUED
130
WPP ANNUAL REPORT 2024
CORPORATE GOVERNANCE
PERFORMANCE AGAINST 2024 INDIVIDUAL STRATEGIC OBJECTIVES (25% OF AWARD)
Non-financial performance is assessed using a scorecard of measures with four categories: client; people and culture; purpose and reputation;
and strategic priorities. The Committee has assessed performance against these targets holistically, and within the context of the wider
business performance, to inform its decision on each Executive Director’s non-financial performance and determined an award of 15.0%
for Mark Read, 20.0% for Joanne Wilson and 12.5% for Andrew Scott out of a maximum of 25%.
MARK READ – NON-FINANCIAL PERFORMANCE
Category
Area
2024 performance
Strategic priorities
Lead through AI,
data and technology
– Significant progress on the development of WPP Open. Active monthly users increased to 33,000,
which we now measure as a KPI, see page 67
– WPP Open was key in securing several important new business wins and renewals in 2024, for example
Amazon and Unilever
Build world-class
market-leading
brands
– Continued simplification of WPP with six focused powerful agency networks delivering market-leading
solutions for clients collectively accounting for around 92% of revenue less pass-through costs1
– The mergers to create VML and Burson and the simplification of GroupM delivered £85 million
of structural cost savings in 2024, ahead of plan, see page 32
Accelerate growth
– While like-for-like revenue less pass-through costs fell by 1.0% for the year, revenue less pass-through
costs for our top 25 clients grew 2.0% reflecting the strength of our integrated offer. Improving new
business performance in the second half of the year including wins from Amazon, Johnson & Johnson,
Kimberly-Clark and Unilever
Client
Client engagement
delivery and
satisfaction
– Our likelihood to recommend score from clients reached its highest level of 8.1 in 2024 (2023: 8.0).
Our client net promoter score also improved significantly to 31.4 from 27.5 in 2023, see page 26
– Net new business billings for 2024 were flat year-on-year (2023: $4.5 billion) reflecting a challenging
start to 2024 which improved during the year
See pages 24-27 for further detail on clients
People and culture
Culture of belonging
– Maintained high levels of female representation at the executive and senior management level with
females representing 42%2 at the Board and executive level (2023: 41%) and 54% at the senior
manager level (2023: 53%) (see page 43 for further detail)
– Continued to develop initiatives to support a representative and inclusive workforce. Additional details
on the composition of our leadership and our inclusion initiatives are on pages 43 and 44
Employee
engagement
– 79,000 responses received to our All In staff engagement survey for 2024. Our employee net promoter
score remained neutral, while overall engagement was down slightly (see page 44 for further detail)
Purpose and reputation
Creative reputation
– At the 2024 Cannes Lions festival, WPP was named Creative Company of the Year, and Ogilvy was
Network of the Year and GroupM was the leading media group. A total of 160 Lions (2023: 165) one
Titanium (2023: one), six Grands Prix (2023: five), 27 Gold (2023: 24), 43 Silver (2023: 57) and 83 Bronze
(2023: 78)
Progress on
sustainability targets
– Reduced our total Scope 1 and 2 market-based emissions by 26% from 2023 largely driven by
an increase in electricity purchased from renewable sources as well as improved energy efficiency
in our buildings
See pages 45 and 46 for further detail on our progress against our sustainability goals
Total achieved (out of 25% maximum)
15%
1 Pro forma for the disposal of FGS Global
2 In line with the FTSE Women Leaders Review, the independent, business-led framework supported by the UK government. Executive leadership roles are defined as the board and executive leadership
population (see WPP Sustainability Reporting Criteria 2024)
Selected metrics marked with this symbol have been subject to independent limited assurance procedures by PricewaterhouseCoopers LLP (PwC) for the year ended 31 December 2024.
For PwC’s 2024 Limited Assurance Report and the WPP Sustainability Reporting Criteria 2024, see wpp.com/sustainabilityreport2024
131
ANNUAL REPORT ON COMPENSATION
WPP ANNUAL REPORT 2024
CORPORATE GOVERNANCE
ANNUAL REPORT ON COMPENSATION CONTINUED
JOANNE WILSON – NON-FINANCIAL PERFORMANCE
Category
Area
2024 performance
Strategic priorities
Execute efficiently
– Delivered £85 million of structural cost savings in 2024 ahead of plan. On track to deliver the targeted
total savings of £125 million in 2025
– ERP roadmap on track
– Improved year-on-year operating cash conversion to 86% (2023: 73%), see page 66 for further information
– IT cloud migration on track
Page 32 provides further details on our progress in executing efficiently
Client
Engagement on
working capital and
cash conversion
– Year-on-year improvement in working capital, reflecting an inflow of £117 million compared with
an outflow of £260 million in the prior year
People and culture
Culture of belonging
– Continued improvements in building a representative finance community
– Employee engagement maintained across the finance and IT communities
Purpose and reputation
Governance and
controls
– On track to report in compliance with Corporate Sustainability Reporting Directive requirements
– Improvements in internal audit process flows
Total achieved (out of 25% maximum)
20%
ANDREW SCOTT – NON-FINANCIAL PERFORMANCE
Category
Area
2024 performance
Strategic priorities
Build world class
market-leading brands
– Continued progress on strategic priorities through the creation of VML and Burson and simplification
of GroupM and other business combinations and disposals
– Delivered £85 million of structural cost savings in 2024 ahead of plan. On track to deliver the targeted
total savings of £125 million in 2025
– Disposal of FGS Global
Client
Client satisfaction
– Country leader model continues to be effective with increasing average likelihood to recommend
scores in the majority of country leader markets
People and culture
Culture of belonging
– Implementation of Inclusion Councils to help build inclusive workspace environments around the world
achieved in 90% of country leader markets
– Fall in participation rates in All In staff engagement survey and employee net promoter scores in a number
of country leader markets
Purpose and reputation
Creative reputation
– Cross-agency Creative Councils implemented at target level in 75% of country leader markets to drive
focus on creative excellence
Progress on
sustainability targets
– Sustainability training and capability increased in country leader markets through the network
of campus green teams and launch of the Sustainability Academy
Total achieved (out of 25% maximum)
12.5%
2023 ESAs GRANTED IN 2024 (AUDITED)
The deferred ESA element of the 2023 STIP (which was earned in respect of the 2023 financial year) was granted over ordinary shares
in May 2024. The awards are subject to no further performance conditions, other than continued employment, and are expected to vest
in March 2026.
Number of
shares awarded
Face value at date of grant1,2
£000
Mark Read
63,469
515
Joanne Wilson
23,519
191
Andrew Scott
29,460
2393
1 Face value is calculated based on the closing share price on the day preceding the date of award
2 The awards were granted on 7 May 2024; the share price immediately preceding the date of award was £8.126
3 As reported in 2023, Andrew Scott’s ESA award (£239k) is in respect of the 2023 STIP which was earned partly in respect of his services as a Director (£79k) and partly as a member of ExCo (£160k)
132
WPP ANNUAL REPORT 2024
CORPORATE GOVERNANCE
SHORT-TERM INCENTIVE WEIGHTINGS AND MEASURES FOR 2025
The Committee reviewed the performance objectives for 2025 to ensure continued alignment with Company strategy. The Group financial
measures, in line with the Policy, will continue to have a 75% weighting. To increase the focus on our strategic goal of driving profitable
growth, two financial metrics, headline operating margin improvement and revenue less pass-through costs growth will be used with equal
weighting given to each. Non-financial performance (25% weighting) continues to be measured based on a scorecard including the following
metrics: client – relating to new business and client satisfaction; people and culture – this will include delivery of our people strategy; purpose
and reputation – aligned to the Company’s sustainability strategy, the management of governance and controls as well as industry
achievements and awards; and strategic priorities – aligned to our strategy, Innovating to Lead.
The Committee is of the view that the specific targets for the STIP are commercially sensitive, and it would be detrimental to the Company
to disclose them in advance of, or during, the relevant performance period. To the extent targets are no longer commercially sensitive, they
will be disclosed at the end of the relevant performance period in that year’s Annual Report, as has been done in previous years.
LONG-TERM INCENTIVES (AUDITED)
VESTING OF 2022-2024 EPSP AWARD
Vesting of the 2022 EPSP award was dependent on performance against three measures, all assessed over a three-year period:
– Average ROIC
– Cumulative AFCF
– WPP’s relative TSR, measured in common and local currency, against a custom group of WPP’s comparators (Dentsu, Interpublic, Omnicom,
Publicis and the FTSE 100 index). Each comparator carries an equal weighting
The performance against ROIC and AFCF was between threshold and maximum for the performance period, resulting in 70.8% vesting for
the ROIC element and 75.5% vesting for the AFCF element of the award. The relative TSR was below threshold on both a local and common
currency basis for the performance period resulting in zero vesting for the TSR element and a total formulaic vesting of 48.8% for the award.
Performance measure
Weighting
Threshold
(20% vesting)
Maximum
(100% vesting)
Actual
% of maximum
achieved
ROIC
1/3
16.5%
18.5%
17.8%
70.8%
AFCF
1/3
£2,300m
£3,100m
£2,855m
75.5%
Relative TSR (common currency)
1/3
Median
Upper decile
Below
threshold
0.00%
Relative TSR (local currency)
Below
threshold
Total vesting (% of maximum)
48.8%
Number of
shares awarded
Number of
shares awarded
vesting
Additional
shares in respect
of dividend
accrual
Total number of
shares vesting
Share price on
vesting
Value of
vested shares1
£000
Mark Read
384,746
187,756
28,595
216,351
£6.340
1,372
Andrew Scott2
190,665
93,044
14,170
107,214
£6.340
680
1 None of the value vested is attributable to share price appreciation
2 Andrew Scott’s 2022 EPSP Award was granted prior to his appointment to the Board
The buy-out EPSP award granted to Joanne Wilson in connection with her recruitment which had performance conditions aligned to the 2022
EPSP award is also due to vest to the same extent as those awards. Page 158 of the 2023 Annual Report provides full details of Joanne Wilson’s
buy-out awards.
Number of
shares awarded
Number of
shares awarded
vesting
Additional
shares in respect
of dividend
accrual
Total number of
shares vesting
Share price on
vesting
Value of
vested shares1
£000
Joanne Wilson
92,041
44,916
4,709
49,625
£6.400
318
1 None of the value vested is attributable to share price appreciation
133
ANNUAL REPORT ON COMPENSATION
WPP ANNUAL REPORT 2024
CORPORATE GOVERNANCE
ANNUAL REPORT ON COMPENSATION CONTINUED
GRANTING OF 2024-2026 EPSP AWARDS
In 2024, the Executive Directors were granted awards under the EPSP as approved by shareholders in 2020. Each year prior to the grant of the
EPSP awards the Committee carefully considers the performance metrics and targets to be used. The Committee concluded that for the 2024
EPSP awards ROIC, AFCF and relative TSR continued to be appropriate metrics and well aligned to strategy. The targets for each of the
metrics for the 2024 EPSP awards were set based on detailed medium-term financial plans and robust modelling, with reference to analyst
consensus estimates.
Definition of measure
ROIC
(Return on invested capital)
An average of the year-end ROIC for each of the three years in the performance period calculated as:
Headline operating profit/Invested capital
Where invested capital =
(Opening net assets + closing net assets)/2
+ average net debt
+ average lease liabilities (opening lease liabilities + closing lease liabilities)/2
AFCF
(Adjusted free cash flow)
A cumulative AFCF for each of the three years in the performance period. Adjusted free cash flow is
calculated as cash generated by operations plus dividends received from associates, interest received,
investment income received, and proceeds from the issue of shares, less interest and similar charges paid,
dividends paid to non-controlling interests in subsidiary undertakings, repayment of lease liabilities
(including interest), and purchases of property, plant and equipment and purchases of other intangible
assets over the course of the performance period.
Relative TSR
(Total shareholder return)
TSR performance will be calculated, both on a common and local currency basis, by reference to two peer
groups each carrying equal weighting, as illustrated below:
Sector peer group
50% weighting
Dentsu, IPG, Omnicom, Publicis
(all peers equally weighted)
FTSE 100 peer group
50% weighting
Constituents of the FTSE 100 at the start of the
performance period, excluding financial services,
natural resources and utilities
The table below summarises the awards granted and the performance conditions against which participants will be measured.
Awards granted in 2024
Basis and level of award
(% of salary)
Number of
shares awarded1
Face value at date of grant2,3
£000
Mark Read
390
617,709
4,387
Joanne Wilson
300
312,588
2,220
Andrew Scott
300
306,251
2,175
1 The awards are granted in the form of nil cost options which are exercisable for the period of three months from the date of vesting
2 Face value is calculated based on the five-day average share price preceding the date of award
3 The awards were granted on 12 March 2024; the five-day average share price preceding the date of award was £7.102
Performance measure
ROIC
AFCF
Relative TSR
Weight
One‑third
One-third
One-third
Nature
Average
Cumulative
Relative to peers
Performance zone (threshold to maximum)
17.5%-20.0%
£3,500m-£4,500m
Median to upper decile
Payout
For performance below threshold there is nil vesting. 20% vesting occurs at threshold performance
and increases on a sliding scale basis to 100% vesting at maximum
Performance period
1 January 2024 to 31 December 2026
Holding period
1 January 2027 to 31 December 2028
EPSP MEASURES AND TARGETS FOR 2025
The table below shows the measures and targets against which performance will be assessed for the awards granted in 2025. The metrics
and targets for the 2025 EPSP awards were agreed by the Committee prior to grant and were set following a robust target setting process
involving consideration of our detailed medium-term financial plans, financial modelling and reference to analyst consensus estimates.
The Committee considers the measures and targets set to be appropriate and challenging given the wider business context.
Performance measure
ROIC
AFCF
Relative TSR
Weight
One‑third
One-third
One-third
Nature
Final year
Cumulative
Relative to peers
Performance zone (threshold to maximum)
16.75%-19.25%
£3,000m-£4,000m
Median to upper decile
Payout
For performance below threshold there is nil vesting. 20% vesting occurs at threshold performance
and increases on a sliding scale basis to 100% vesting at maximum
Performance period
1 January 2025 to 31 December 2027
Holding period
1 January 2028 to 31 December 2029
134
WPP ANNUAL REPORT 2024
CORPORATE GOVERNANCE
ALIGNING PAY AND PERFORMANCE
As set out in the Directors’ Compensation Policy, the Committee’s objective is to align variable compensation with the key strategic priorities
of WPP, maximising the link between pay and performance.
The following graph and table demonstrate the relationship between pay and performance over the last ten years for the CEO. The graph
shows WPP’s performance against the performance of the FTSE 100 over the ten-year period to 31 December 2024. TSR is rebased to £100
from 1 January 2015 to show the value of a hypothetical £100 holding. The FTSE 100 has been chosen as a comparator as the Company has
been a constituent member throughout the period. With respect to 2018, the pay for both the current and previous CEO is included separately.
HISTORICAL TSR PERFORMANCE1
2019
2021
2018
£185
£185
WPP
FTSE 100
2017
2016
2015
2014
2020
2022
2023
0
100
20
40
60
80
120
140
160
180
(£)
(£)
£95
£95
2024
2024
Source: Datastream
2015
2016
2017
2018
MSS3
2018
MR3
2019
2020
2021
2022
2023
2024
CEO total compensation (£000)2
70,409
48,148
13,930
3,085
965
2,594
1,136
3,799
6,682
4,498
3,801
Short-term incentive award
against maximum (%)
86
60
0
0
30
55
0
100
89
46
39
Long-term incentive award
against maximum (%)
100
100
73
33
33
15
5
0
2018: 0
2020: 67
2019: 0
2021: 67
49
1 Growth in the value of a hypothetical £100 holding over ten years versus the FTSE 100 (the broad market equity index of which WPP is a constituent) based on one-month average of trading day values
2 Calculated based on the methodology used for disclosing compensation in the single figure of compensation table
3 Sir Martin Sorrell (MSS) left the Company on 14 April 2018; Mark Read (MR) was appointed as Chief Executive Officer from 3 September 2018
135
ANNUAL REPORT ON COMPENSATION
WPP ANNUAL REPORT 2024
CORPORATE GOVERNANCE
NON-EXECUTIVE DIRECTORS’ FEES
Non-Executive Directors' fees are reviewed annually by the Chair and Executive Directors to ensure the fees remain market-competitive
and reflect the responsibilities and time commitment of the role. Following the review in 2024, the base fee was increased to £90,000 and
membership fees for the Sustainability, and Nomination and Governance Committees were increased to £15,000 with effect from 1 July 2024.
No other changes were made. The fees which have applied during 2024 and those effective on 1 January 2025 are shown in the table below.
The fee for Chair of the Board is set by the Compensation Committee and was reviewed during 2024 in connection with the appointment
of the Chair-designate, Philip Jansen.
Roberto Quarta’s annual fee remained unchanged at £525,000 until his retirement on 31 December 2024. Following Roberto’s retirement,
Philip Jansen assumed the position of Chair on 1 January 2025. Philip's annual fee is £575,000.
Effective date
1 January
2025
1 July
2024
1 January
2024
£000
£000
£000
Chair of the Board
575
525
525
Non-Executive Director
90
90
85
Senior Independent Director
40
40
40
Chair of Audit or Compensation or Sustainability Committee
40
40
40
Chair of Nomination and Governance Committee1
15
15
15
Member of Audit or Compensation Committee
20
20
20
Member of Nomination and Governance or Sustainability Committee
15
15
10
1 The Nomination and Governance Committee was chaired by Roberto Quarta to 31 December 2024, and from 1 January 2025 is chaired by Philip Jansen, as part of their roles as Chair. No additional fees
are paid
NON-EXECUTIVE DIRECTORS’ TOTAL COMPENSATION RECEIVED (AUDITED)
The single figure table below details the value of fees and taxable benefits received by the Non-Executive Directors during 2024 while they
held a position on the Board.
Fees
£000
Benefits5
£000
Total
£000
2024
2023
2024
2023
2024
2023
Philip Jansen, appointed 16 September 20241
37
n/a
1
n/a
38
n/a
Roberto Quarta2
525
525
28
45
553
570
Angela Ahrendts3
153
130
39
17
192
147
Simon Dingemans
108
105
4
8
112
113
Sandrine Dufour
148
145
7
3
155
148
Tom Ilube
140
135
6
14
146
149
Cindy Rose4
120
119
9
9
129
128
Keith Weed
128
125
10
21
138
146
Jasmine Whitbread
140
135
12
20
152
155
Dr. Ya-Qin Zhang
100
95
9
5
109
100
1 Philip Jansen was appointed to the Board on 16 September 2024 and assumed the role of Chair on 1 January 2025 following Roberto Quarta’s retirement
2 Roberto Quarta retired from the Board on 31 December 2024
3 Angela Ahrendts was appointed Senior Independent Director on 17 May 2023
4 Cindy Rose stepped down as a member of the Compensation Committee on 17 May 2023 and became a member of the Nomination and Governance Committee on the same date
5 Benefits include expense reimbursements for travel, accommodation and subsistence for attendance at Board meetings during the year and include the grossed-up cost of UK tax and national insurance
paid by the Company on behalf of the Directors where applicable
PAYMENTS TO PAST DIRECTORS (AUDITED)
No payments were made to past directors during the financial year.
PAYMENTS FOR LOSS OF OFFICE (AUDITED)
No payments were made to directors in connection with loss of office in the financial year.
ANNUAL REPORT ON COMPENSATION CONTINUED
136
WPP ANNUAL REPORT 2024
CORPORATE GOVERNANCE
EXECUTIVE DIRECTORS’ INTERESTS (AUDITED) AND SHAREHOLDING REQUIREMENTS
Executive Directors’ interests in the Company’s ordinary share capital are shown in the following table. Other than as disclosed in this table,
no Executive Director had any interest in any contract of significance with the Group during the year. Each Executive Director has a technical
interest as an employee and potential beneficiary in shares in the Company held under the Employee Share Ownership Plan Trusts (ESOPs).
More specifically, the Executive Directors have potential interests in shares related to the outstanding awards under the EPSP and outstanding
ESAs. As at 31 December 2024, the Company’s ESOPs (which are entirely independent of the Company and have waived their rights to receive
dividends) held in total 39,769 shares in the Company (490,646 at 31 December 2023).
Shareholding requirements
Director
Total
beneficial
interest1
Shares without
performance
conditions
(unvested)2
Share/option
awards with
performance
conditions
(unvested)3
Total
unvested
shares
Shareholding
requirement as
a % of base
salary
Actual share
ownership as a
% of base salary6
Commentary on
progress
Mark Read
At 31 December 2024
949,752
169,733
1,453,083
1,622,816
600%
697%
Met
At 21 March 20254,5
1,126,328
63,469
1,782,769
1,846,238
Joanne Wilson
At 31 December 2024
28,648
42,059
645,274
687,333
300%
32%
To be met
by 2030
At 21 March 20254,5
54,902
42,059
914,850
956,909
Andrew Scott
At 31 December 2024
849,765
75,267
721,255
796,522
300%
966%
Met
At 21 March 20254,5
933,262
29,460
885,070
914,530
1 Beneficial interests in shares include, where relevant, interests of connected persons (as defined in s.96B(2) of the Financial Services and Markets Act 2000)
2 For Mark Read and Andrew Scott, these relate to the 2022 and 2023 Executive Share Awards under the deferred element of the STIP. For Joanne Wilson, these include the 2023 Executive Share Awards
together with an unvested buy-out award made in the form of a Restricted Stock award. Additional dividend shares will be due on vesting
3 These relate to the maximum number of shares due on vesting pursuant to outstanding EPSP awards and buy-out awards with performance conditions. All EPSP awards currently held by the Directors
have been made in the form of nil cost options which are exercisable for the period of three months following the date of vesting. No vested but unexercised nil cost option EPSP awards were held
by the Executive Directors at 31 December 2024 or 21 March 2025. Joanne Wilson’s total at 31 December 2024 also includes an unvested buy-out award with performance conditions made in the form
of a conditional award of restricted shares. In all cases additional dividend shares will be due on vesting.
In the year Mark Read exercised nil cost options over 276,920 shares, resulting in a gain of £1,955,858 and Andrew Scott exercised nil cost options over 162,304 shares resulting in a gain of £1,146,336.
These were both in respect of the 2021 EPSP which vested on 14 March 2024 and was reported in the 2023 Annual Report. The aggregate gain on exercise by the Directors was £3,102,194.
4 Movements to 21 March 2025 reflect the grant of the 2025 EPSP awards, vesting and exercise of the 2022 EPSP awards (see page 133) and vesting of the 2022 ESAs For Joanne Wilson, the buy-out award
which vested in March 2025 is also reflected
5 Total beneficial interests calculated at the last practicable date for this Annual Report
6 Actual share ownership as a % of base salary is calculated at 31 December 2024 using the average share price over the two months prior to 31 December 2024
As detailed in the Directors’ Compensation Policy, the Executive Directors are required to achieve a minimum level of shareholding of WPP
shares. The CEO is required to hold shares to the value of 600%, and the CFO and COO 300%, of base salary. All Executive Directors have
seven years from the date they were appointed to their respective roles in which to reach the required level.
As at 31 December 2024, the CEO held shares to the value of 697% of his base salary. At the same date, the CFO held shares to the value of
32% of her base salary; and the COO held shares to the value of 966% of his base salary. This was calculated based on the average share price
for the last two months of the year. The CFO joined WPP in April 2023 and no EPSP awards had vested at 31 December 2024. The COO joined
WPP in 1999 and has built up his holding of WPP shares over his career.
137
ANNUAL REPORT ON COMPENSATION
WPP ANNUAL REPORT 2024
CORPORATE GOVERNANCE
OUTSTANDING SHARE-BASED AWARDS
The table below shows outstanding share-based awards as at 31 December 2024. ESAs (Executive Share Awards) are granted as conditional
awards under the WPP Stock Plan 2018. This is the share component of the annual short-term incentive plan and granted subject to the
achievement of performance measures prior to grant. EPSP awards (granted under the Executive Performance Share Plan) are subject to
performance measures over the period stated below and are made in the form of nil cost options with an exercise period of three months
from the vesting date. Dividend shares will accrue on these awards. At 31 December 2024 Joanne Wilson still held two unvested buy-out
awards which were made to compensate for the forfeiture of incentive awards from her previous employer (see page 158 of the 2023 Annual
Report for further details).
Award type
Grant date
Performance period
Share price on
grant date
No. of shares
granted
Vesting date
Mark Read
ESA
04.05.23
n/a
£9.014
106,264
10.03.2025
07.05.24
n/a
£8.126
63,469
10.03.2026
EPSP
25.03.22
01.01.22-31.12.24
£10.542
384,746
15.03.2025
23.03.23
01.01.23-31.12.25
£9.3608
450,628
15.03.2026
12.03.24
01.01.24-31.12.26
£7.102
617,709
15.03.2027
Joanne Wilson
ESA
07.05.24
n/a
£8.126
23,519
10.03.2026
EPSP
04.05.23
01.01.23-31.12.25
£9.2252
240,645
15.03.2026
12.03.24
01.01.24-31.12.26
£7.102
312,588
15.03.2027
Contractual awards1
07.12.23
n/a
£7.272
18,540
02.12.2025
04.05.23
01.01.22-31.12.24
£9.2252
92,041
10.03.2025
Andrew Scott2
ESA
04.05.23
n/a
£9.014
45,807
10.03.2025
07.05.24
n/a
£8.126
29,460
10.03.2026
EPSP
25.03.22
01.01.22-31.12.24
£10.542
190,665
15.03.2025
23.03.23
01.01.23-31.12.25
£9.3608
224,339
15.03.2026
12.03.24
01.01.24-31.12.26
£7.102
306,251
15.03.2027
1 For contractual awards with no performance conditions, the share price on date of grant is the closing share price on the immediately preceding dealing day (consistent with that used for ESA awards).
For contractual awards with performance conditions, the share price at the date of grant is the average closing price for the five immediately preceding dealing days, consistent with that used for
EPSP awards
2 Andrew Scott’s outstanding 2022 ESA (granted 4 May 2023) and 2022 and 2023 EPSP awards were granted prior to his appointment as an Executive Director and as such are subject to the terms and
conditions in place at that time
NON-EXECUTIVE DIRECTORS’ INTERESTS (AUDITED)
Non-Executive Directors’ interests in the Company’s ordinary share capital are shown in the following table. Except as disclosed in this table,
no Non-Executive Director had any interest in any contract of significance with the Group during the year.
Non-Executive Director
Total interests at
31 December 20241
Total interests at
21 March 20252
Philip Jansen, appointed 16 September 2024
–
–
Roberto Quarta, retired 31 December 2024
87,500
n/a
Angela Ahrendts
12,571
12,571
Simon Dingemans
10,000
10,000
Sandrine Dufour
15,000
15,000
Tom Ilube
8,335
8,335
Cindy Rose
8,000
8,000
Keith Weed
8,424
8,424
Jasmine Whitbread
8,735
8,735
Dr. Ya‑Qin Zhang
10,000
10,000
1 Or at date of retirement if retired during the year
2 Total interests calculated at the last practicable date for this Annual Report or at date of retirement
COMPENSATION IN THE WIDER CONTEXT
When setting the Directors’ Compensation Policy and making decisions in relation to executive compensation, the Compensation Committee
considers the wider workforce and the broader compensation context.
The Committee is also regularly updated on employee compensation matters for the broader workforce and uses this to inform decisions
it makes in relation to Executive Director and Executive Committee compensation. In addition, these updates highlight specific factors
impacting a particular country or region, including, for example, increased inflation, and the resulting actions taken. This may include making
more funds available for annual salary review budgets in areas of high inflation, and a focus on the importance of wider programmes
to support our people in areas such as financial education and mental wellbeing.
ANNUAL REPORT ON COMPENSATION CONTINUED
138
WPP ANNUAL REPORT 2024
CORPORATE GOVERNANCE
The table below illustrates how our compensation principles cascade through the organisation.
FIXED
Element of reward
Executive Directors
Executive Committee
Senior management
& key leaders
Other employees
Number of people
3
c.14
c.1,100
c.110,000
Base salary
WPP aims to provide market-competitive base salaries throughout the organisation which help support the recruitment
and retention of individual employees. Salaries are generally reviewed annually
Benefits
Market-competitive levels of benefits are provided to employees typically including health and wellness programmes and life
assurance. The benefits offering within countries continues to be harmonised across WPP. Benefits vary country to country
and are informed by local market practice and requirements
Pension
WPP operates globally and provides the opportunity to save for retirement where feasible and market appropriate
VARIABLE – SHORT-TERM INCENTIVE PLAN (STIP)
Element of reward
Executive Directors
Executive Committee
Senior management
& key leaders
Other employees
Number of people
3
c.14
c.1,100
c.110,000
Short-term incentive
plan (STIP)
(Annual Group-wide
incentive plan designed
to reward performance
over the financial year)
The STIP arrangements in which the Executive Directors participate cascade through the organisation as set out below.
It is designed to be market-competitive and incentivise participants over the short term
All STIP awards are subject to target and maximum amounts (generally as percentages of base salary). Amounts awarded
are discretionary and based on performance in the financial year
Based on corporate and individual performance over the one-year performance period (financial year).
The Executive Directors’ STIP
outcomes for a financial year
are dependent on the
achievement of:
– WPP financial performance
conditions (75%); and
– Non‑financial individual
strategic objectives (25%)
– 40% of any STIP award is
automatically deferred into
an ESA for two years
Executive Committee
members share the same
WPP financial performance
conditions as the Executive
Directors as well as
non-financial individual
objectives
Individual agency financial
metrics are included where
appropriate
As for Executive Directors,
a proportion of the STIP
award (typically 40%) is
automatically deferred into
an ESA for two years
Most individuals at these
levels are eligible to
participate in the STIP.
Different financial metrics
may apply which may be
tailored to agency or
function. The overall level
of award against target is
typically more weighted
towards individual
performance and
contribution
At the most senior levels, a
proportion of the total STIP
award (typically 40%) will be
automatically deferred into
an ESA for two years
Other employees may be eligible
to participate in the STIP; this is
generally dependent on their
position and level and market
practice. The overall level of
award against target is generally
based on individual performance
and contribution during the
financial year
STIP awards made at this level
are delivered in cash.
Employees in the wider
workforce not eligible for the
STIP may participate in other
discretionary, local cash-based
bonus arrangements
139
ANNUAL REPORT ON COMPENSATION
WPP ANNUAL REPORT 2024
CORPORATE GOVERNANCE
VARIABLE – LONG-TERM INCENTIVE PLANS
Element of reward
Executive Directors
Executive Committee
Senior management
& key leaders
Other employees
Number of people
3
c.14
c.1,100
c.110,000
Executive Performance
Share Plan (EPSP)
(A performance-related
share plan where
awards are typically
made annually and
vest subject to
performance and
employment three
years later)
The EPSP in which the Executive Directors participate cascades through the organisation as set out below and is designed to
attract, retain and incentivise key senior executives over the longer term and align their interests with shareholders. A total of c.80
individuals received EPSP awards in 2024. The corporate performance conditions, performance period and performance targets
are consistent for all participants in the EPSP. Levels of award are discretionary and based on role responsibilities
Level of vesting based on actual corporate performance against targets at the end of the three-year performance period.
Eligible for EPSP. For
Executive Directors, a
further two-year holding
period applies after the
vesting date
Eligible for EPSP
Certain senior management
and key leaders are eligible
for EPSP. Typically, such
employees are not eligible to
participate in any other
discretionary share plans
operated by WPP
Not eligible
Leadership Award Plan
(A conditional share
plan where awards vest
subject to continued
employment three
years following grant)
To attract and retain key executives over the longer term and align their interests with shareholders. Leadership Awards are made
as set out below. During 2024 awards were made to c.1,800 executives. Levels of award are based on role responsibilities and are
discretionary. Leadership awards are granted under the WPP Stock Plan 2018 (WSP); the WSP is also used to grant the deferred
share element (ESA) of the STIP (see above), and on-hire and buy-out awards.
Ineligible
Ineligible
Certain senior management
and key leaders may be
eligible to receive Leadership
Awards under this plan if they
are not eligible for EPSP
Certain key employees within the
wider workforce are also eligible
to receive Leadership Awards
WPP Share Option Plan
(A market-value share
option plan where
options may be
exercised three
years after grant
subject to continued
employment)
To provide all employees not eligible for EPSP or Leadership Awards with a risk-free opportunity to share in the success of WPP
Options are granted under the WPP Share Option Plan 2015
Ineligible
Ineligible
Ineligible
Most employees not eligible to
receive EPSP or Leadership Awards
are eligible for option grants.
Grants are made to all eligible
employees; typically around
50,000 employees annually
receive an option grant. Individual
awards are over 100 or 125 shares
dependent on location. During
2024, options were granted to
c.54,000 employees
RELATIVE IMPORTANCE OF SPEND ON PAY
The following table sets out the percentage change in total staff costs, headcount and dividends, share repurchases and buybacks.
2024
2023
% change
Total staff costs (continuing operations)
£7,761m
£8,137m
(4.6)
Headcount – average over year
111,281
114,732
(3.0)
Equity dividends paid
£425m
£423m
0.4
Shares purchased by ESOP trusts
£82m
£54m
51.9
ANNUAL REPORT ON COMPENSATION CONTINUED
140
WPP ANNUAL REPORT 2024
CORPORATE GOVERNANCE
ANNUAL PERCENTAGE CHANGE IN COMPENSATION OF DIRECTORS AND EMPLOYEES
The table below shows the annual change in each individual Director’s pay for 2024 compared to 2023. Since WPP plc, the statutory entity
for which this disclosure is required, does not have any employees, the table includes a voluntary disclosure of the annual average change
for employees of the UK head office.
Mark Read, Joanne Wilson and Andrew Scott received salary increases of between 2.7% and 2.8%, effective from 1 July 2024 (see page 129
for further detail).
Directors' benefits include the gross value of taxable expenses that directly relate to attendance at Board meetings, some of which are held
in WPP key locations outside the UK. Variations in the locations of Board meetings year-to-year can lead to changes in Directors' benefit
amounts. For most Non-Executive Directors, the absolute amounts of benefits provided are relatively modest and small changes in amounts
year-to-year can lead to significant percentage change movements (see page 136 for further detail).
Year-on-year change in pay
2023-2024
2022-2023
2021-2022
2020-2021
2019-2020
Base
salary/
Fees
%
change
Benefits
%
change
Annual
bonus
% change1
Base
salary/
Fees
%
change
Benefits
%
change
Annual
bonus
% change1
Base
salary/
Fees
%
change
Benefits
%
change
Annual
bonus
% change1
Base
salary/
Fees
%
change
Benefits
%
change
Annual
bonus
% change2
Base
salary/
Fees
%
change
Benefits
%
change
Annual
bonus
% change
Executive
Directors
Mark Read3
3.4
(5.0)
(11.8)
4.0
11.1
(46.2)
4.7
(2.9)
(7.9)
11.3
4.0
–
(6.7)
0.0
(100)
Joanne
Wilson4
45.3
28.0
41.2
n/a
n/a
n/a
n/a
n/a
n/a
n/a
n/a
n/a
n/a
n/a
n/a
Andrew
Scott4
221.0
190.0
179.2
n/a
n/a
n/a
n/a
n/a
n/a
n/a
n/a
n/a
n/a
n/a
n/a
Non-
Executive
Directors
Philip
Jansen5
n/a
n/a
n/a
n/a
n/a
n/a
n/a
n/a
n/a
n/a
Roberto
Quarta
0.0
(37.8)
Non-
Executive
Directors
do not
receive
variable
compen-
sation
0.0
40.6
Non-
Executive
Directors
do not
receive
variable
compen-
sation
0.0
(3.0)
Non-
Executive
Directors
do not
receive
variable
compen-
sation
7.1
19.6
Non-
Executive
Directors
do not
receive
variable
compen-
sation
(2.0)
(51.9)
Non-
Executive
Directors
do not
receive
variable
compen-
sation
Angela
Ahrendts5
17.7
129.4
26.2
(59.5)
8.4
4,100.0
131.2
n/a
n/a
n/a
Simon
Dingemans5
2.9
(50.0)
8.2
33.3
n/a
n/a
n/a
n/a
n/a
n/a
Sandrine
Dufour5
2.1
133.3
3.6
(50.0)
12.0
–
40.1
(48.4)
n/a
n/a
Tom Ilube5
3.7
(57.1)
0.0
100.0
1.5
40.0
554.5
429.6
n/a
n/a
Cindy Rose
0.8
0.0
(4.8)
80.0
1.6
(16.7)
25.6
21.5
24.1
113.8
Keith Weed
2.4
(52.4)
0.0
200.0
9.6
(12.5)
22.2
40.2
447.1
820.9
Jasmine
Whitbread
3.7
(40.0)
0.0
300.0
0.0
(16.7)
14.5
21.6
218.9
1,318.1
Dr. Ya‑Qin
Zhang5
5.3
80.0
2.1
(75.0)
9.4
–
n/a
n/a
n/a
n/a
Average UK
head office
employees6 3.32%
0.0%
(18.66%)
4.0%
0.0%
(21.8%)
6.0%
0.0%
316.3%
2.5%
0.0%
(49.5)%
1.2%
0.0%
23.6%
1 The annual percentage change in bonus is calculated by reference to the bonus payable in respect of that financial year compared to the immediately preceding financial year for Executive Directors,
and by reference to cash bonus payments received during that financial year in comparison to those received in the immediately preceding financial year for the UK head office employees.
Non-Executive Directors do not receive variable compensation
2 As the Executives did not receive a bonus in respect of the financial year ended 31 December 2020, it is not possible to calculate a percentage change between 2020 and 2021
3 In 2024 Mark Read received an annual salary increase of 2.7%, and in both 2023 and 2022 a 4% annual increase. He took a voluntary 20% salary reduction for a period of four months in 2020 as part
of cost-reduction targets implemented during Covid-19; this, together with a salary increase after three years, explains the changes shown between 2020 and 2021.
4 Joanne Wilson and Andrew Scott were appointed to the Board on 19 April 2023 and 7 September 2023 respectively. The % changes from 2023 to 2024 appear high as a full financial year (2024)
is compared with a base year (2023) in which they were in office for part of the year only
5 Angela Ahrendts, Sandrine Dufour, Tom Ilube, Dr. Ya-Qin Zhang, Simon Dingemans and Philip Jansen were appointed to the Board on 1 July 2020, 3 February 2020, 5 October 2020, 1 January 2021,
31 January 2022 and 16 September 2024 respectively
6 Based on full-time equivalent comparisons. Average is calculated by reference to the median percentage change. Due to the timing of annual bonus payments, the change in average employee annual
bonus of -18.66% reflects the change between the bonus paid in respect of 2023 performance (paid in 2024) and 2022 performance (paid in 2023) and is therefore not directly comparable to Executive
Director bonus awards made in respect of 2024 performance (paid in 2025) and 2023 performance (paid in 2024)
141
ANNUAL REPORT ON COMPENSATION
WPP ANNUAL REPORT 2024
CORPORATE GOVERNANCE
CEO PAY RATIO
The ratios shown in the table below compare the total compensation of the CEO (as shown in the single figure table on page 128) to the
compensation of the median UK employee and those at the lower and upper quartile.
Year
Methodology used
25th percentile pay ratio
50th percentile pay ratio
75th percentile pay ratio
2024
Total compensation
Option B
93:1
53:1
36:1
2023
Total compensation
Option B
108:1
70:1
49:1
2022
Total compensation
Option B
154:1
118:1
81:1
2021
Total compensation
Option B
101:1
79:1
55:1
2020
Total compensation
Option B
36:1
24:1
15:1
2019
Total compensation
Option B
79:1
55:1
34:1
The pay ratio reflects how the structure and approach to compensation changes with increased seniority and accountability within the Group
and is therefore consistent with reward and progression policies. The CEO’s pay is significantly weighted towards performance-related pay
with a focus on aligning with long-term performance and the interests of shareholders. Movements in the pay ratio year-on-year reflect WPP’s
pay‑for‑performance philosophy and are linked to the overall performance of the Company. At the 25th, 50th and 75th percentile employee
level, variable compensation carries a much smaller weighting.
The salary and total pay and benefits for the 25th, 50th and 75th percentile employees are shown in the table below:
Year
Methodology used
25th percentile
50th percentile
75th percentile
2024
Salary
Option B
£34,667
£60,667
£91,186
Total pay and benefits
Option B
£40,831
£71,587
£105,638
2023
Salary
Option B
£39,233
£58,053
£82,667
Total pay and benefits
Option B
£41,587
£64,234
£92,627
2022
Salary
Option B
£39,292
£51,985
£74,250
Total pay and benefits
Option B
£43,417
£56,460
£82,551
2021
Salary
Option B
£32,067
£44,250
£61,500
Total pay and benefits
Option B
£37,606
£48,293
£68,583
2020
Salary
Option B
£30,000
£45,000
£71,000
Total pay and benefits
Option B
£31,800
£46,800
£73,840
2019
Salary
Option B
£31,000
£44,739
£70,000
Total pay and benefits
Option B
£32,636
£46,975
£77,416
The methodology used to identify the employees at each quartile is Option B (using the gender pay gap information to identify three
employees as the best equivalents of the 25th, 50th and 75th percentile employees). This is consistent with the approach in previous years
and is considered the most appropriate method to use to determine the CEO pay ratio. We believe this approach provides accurate
information and representation of the ratios. The latest data collected as part of gender pay reporting was used, with a snapshot date
of 5 April 2024. The ratio has been computed taking into account the pay and benefits of over 11,500 UK employees, other than the role
of the CEO. Where an employee works part-time, fixed pay, benefits and any variable pay were adjusted, where appropriate, to reflect
full-time equivalent compensation. The 25th, 50th and 75th percentile employees were determined based on this adjusted data and are
considered to be representative. Total pay and benefits for the 2024 financial year (12 months to 31 December 2024) for each of the 25th,
50th and 75th percentile employees was then calculated as at 31 December 2024 using the single-figure table methodology in order to
provide a meaningful comparison with the CEO. We are satisfied that the median pay ratio is consistent with the compensation policies
for our UK workforce taken as a whole and our objective of delivering market-competitive pay for each role.
SHARE INCENTIVE DILUTION FOR 2015 TO 2024
The share incentive dilution level, measured on a ten-year rolling basis, was at 4.1% at 31 December 2024 (2023: 3.6%). It is intended that
awards under all plans, other than share options, will all be satisfied with purchased shares held either in the ESOPs or in treasury.
Jasmine Whitbread
Chair of the Compensation Committee
on behalf of the Board of Directors of WPP plc
28 March 2025
ANNUAL REPORT ON COMPENSATION CONTINUED
142
WPP ANNUAL REPORT 2024
CORPORATE GOVERNANCE
STATEMENT OF DIRECTORS’
RESPONSIBILITIES
STATEMENT OF DIRECTORS’ RESPONSIBILITIES IN RESPECT
OF THE PREPARATION OF FINANCIAL STATEMENTS
The Directors are responsible for preparing the financial statements
in accordance with applicable law and regulations. The Directors
have elected to prepare financial statements for the Group in
accordance with International Financial Reporting Standards
(IFRS) as issued by the International Accounting Standards Board
(IASB) as they apply to the financial statements of the Group for the
year ended 31 December 2024. Under company law the Directors
must not approve the accounts unless they are satisfied that they
give a true and fair view of the state of affairs of the Company and
of the profit or loss of the Company for that period.
International Accounting Standard 1 requires that financial statements
present fairly for each financial year the Company’s financial position,
financial performance and cash flows. This requires the faithful
representation of the effects of transactions, other events and
conditions in accordance with the definitions and recognition criteria
for assets, liabilities, income and expenses set out in the International
Accounting Standards Board’s ‘Framework for the Preparation and
Presentation of Financial Statements’.
In virtually all circumstances, a fair presentation will be achieved by
compliance with all applicable IFRS. Directors are also required to:
– Properly select and apply accounting policies
– Present information, including accounting policies, in a
manner that provides relevant, reliable, comparable and
understandable information
– Provide additional disclosures, when compliance with the specific
requirements in IFRS is insufficient to enable users to understand
the impact of particular transactions, other events and conditions
on the entity’s financial position and financial performance
– Make an assessment of the Company’s ability to continue as
a going concern
The Directors are responsible for keeping proper accounting records,
which disclose with reasonable accuracy at any time the financial
position of the Company and enable them to ensure that the financial
statements comply with the Companies (Jersey) Law 1991. They are
also responsible for safeguarding the assets, for taking reasonable
steps for the prevention and detection of fraud and other
irregularities and for the preparation of a Directors’ report and
Directors’ Compensation Report.
The Directors are responsible for the maintenance and integrity of
the Company website. Jersey legislation and UK regulation governing
the preparation and dissemination of financial statements differs from
legislation in other jurisdictions.
The Directors confirm that so far as they are aware, there is no
relevant audit information of which the Company’s auditors are
unaware. Each Director has taken all the steps that he or she ought
to have taken, as a Director, in order to make himself or herself aware
of any relevant audit information and to establish that the Company’s
auditors are aware of that information.
In accordance with the principles of the UK Corporate Governance
Code, the Board has established arrangements to evaluate whether
the information presented in the Annual Report is fair, balanced and
understandable; these are described on page 112.
The Board considers the Annual Report and financial statements,
taken as a whole, are fair, balanced and understandable and provide
the information necessary for shareholders to assess the Company’s
position, performance, business model and strategy.
The letters from the Chairs of the Sustainability, Nomination and
Governance, Audit and Compensation committees, the statements
regarding Directors’ responsibilities and statement of going
concern set out above and the Directors’ remuneration and interests
in the share capital of the Company are included in the Directors’
report, which also includes the Strategic Report and Corporate
Governance sections.
By Order of the Board
Balbir Kelly-Bisla
Company Secretary
28 March 2025
143
CORPORATE GOVERNANCE
WPP ANNUAL REPORT 2024
FINANCIAL
STATEMENTS
In this section
Consolidated financial statements
146
Accounting policies
151
Notes to the consolidated financial statements
157
Independent auditors’ report
188
144
WPP ANNUAL REPORT 2024
145
FINANCIAL STATEMENTS
WPP ANNUAL REPORT 2024
FOR THE YEAR ENDED 31 DECEMBER 2024
Notes
2024
£m
2023
£m
2022
£m
Revenue
2
14,741
14,845
14,429
Costs of services
3
(12,290)
(12,326)
(11,890)
Gross profit
2,451
2,519
2,539
General and administrative costs
3
(1,126)
(1,988)
(1,181)
Operating profit
1,325
531
1,358
Earnings/(losses) from associates
4
36
70
(60)
Profit before interest and taxation
1,361
601
1,298
Finance and investment income
6
137
127
145
Finance costs
6
(417)
(389)
(359)
Revaluation and retranslation of financial instruments
6
(50)
7
76
Profit before taxation
1,031
346
1,160
Taxation
7
(402)
(149)
(385)
Profit for the year
629
197
775
Attributable to:
Equity holders of the parent
542
110
683
Non-controlling interests
87
87
92
629
197
775
Earnings per share:
Basic earnings per ordinary share
8
50.3p
10.3p
62.2p
Diluted earnings per ordinary share
8
49.4p
10.1p
61.2p
Note
The accompanying notes form an integral part of this consolidated income statement
CONSOLIDATED INCOME STATEMENT
WPP ANNUAL REPORT 2024
146
FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
2024
£m
2023
£m
2022
£m
Profit for the year
629
197
775
Items that may be reclassified subsequently to profit or loss
Foreign exchange differences on translation of foreign operations
(72)
(427)
424
(Loss)/gain on net investment hedges
(3)
108
(141)
Cash flow hedges:
Fair value (loss)/gain arising on hedging instruments
(35)
(43)
38
Amounts reclassified to profit or loss
58
44
(38)
Costs of hedging1
(8)
–
–
Share of other comprehensive (loss)/income of associates
–
(1)
51
(60)
(319)
334
Items that will not be reclassified subsequently to profit or loss
Movements on equity investments held at fair value through other comprehensive income
(7)
(3)
(22)
Actuarial gain/(loss) on defined benefit pension plans
3
(9)
16
Deferred tax on defined benefit pension plans
2
2
(7)
(2)
(10)
(13)
Other comprehensive (loss)/income for the year
(62)
(329)
321
Total comprehensive income/(loss) for the year
567
(132)
1,096
Attributable to:
Equity holders of the parent
482
(196)
988
Non-controlling interests
85
64
108
567
(132)
1,096
Notes
The accompanying notes form an integral part of this consolidated statement of comprehensive income
1 During 2024, WPP entered into hedging arrangements for which the foreign currency basis within the hedging instrument was excluded from the hedge designation, and identified as a cost of hedging,
as permitted by IFRS
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
147
WPP ANNUAL REPORT 2024
FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
Notes
2024
£m
2023
£m
2022
£m
Net cash inflow from operating activities1
9
1,408
1,238
701
Investing activities
Acquisitions1
9
(153)
(267)
(236)
Disposals of investments and subsidiaries2
9
553
99
38
Proceeds from loans on disposal of subsidiaries
28
93
–
–
Purchases of property, plant and equipment
(189)
(177)
(209)
Purchases of intangible assets
(47)
(40)
(15)
Proceeds on disposal of property, plant and equipment
21
5
13
Net cash inflow/(outflow) from investing activities
278
(380)
(409)
Financing activities
Principal elements of lease payments
(282)
(259)
(310)
Share option proceeds
2
1
1
Cash consideration received from non-controlling interests
9
–
46
–
Cash consideration for purchase of non-controlling interests
9
(87)
(16)
(84)
Share repurchases and buybacks
9
(82)
(54)
(862)
Proceeds from borrowings
1,060
1,053
–
Repayment of borrowings
(1,087)
(1,102)
(221)
Repayment of borrowing related derivatives3
(14)
(46)
–
Financing and share issue costs
(7)
(3)
–
Equity dividends paid
(425)
(423)
(365)
Dividends paid to non-controlling interests in subsidiary undertakings
(67)
(101)
(70)
Net cash outflow from financing activities
(989)
(904)
(1,911)
Net increase/(decrease) in cash and cash equivalents
697
(46)
(1,619)
Foreign exchange translation of cash and cash equivalents
(90)
(80)
64
Cash and cash equivalents at beginning of year
1,860
1,986
3,541
Cash and cash equivalents at end of year
18
2,467
1,860
1,986
Notes
The accompanying notes form an integral part of this consolidated cash flow statement
1 Contingent consideration liability payments in excess of the amount determined at acquisition are recorded as operating activities
2 Disposals of investments and subsidiaries represents consideration received less cash and cash equivalents disposed
3 Repayment of borrowing related derivatives was previously presented within Repayment of borrowings
CONSOLIDATED CASH FLOW STATEMENT
WPP ANNUAL REPORT 2024
148
FINANCIAL STATEMENTS
AT 31 DECEMBER 2024
Notes
2024
£m
2023
£m
Non-current assets
Goodwill
11
7,610
8,389
Other intangible assets
11
737
850
Property, plant and equipment
12
909
828
Right-of-use assets
10
1,385
1,382
Interests in associates
13
253
287
Other investments
13
398
333
Deferred tax assets
14
323
324
Corporate income tax recoverable
59
77
Trade and other receivables
15
174
209
11,848
12,679
Current assets
Corporate income tax recoverable
113
115
Trade and other receivables
15
7,722
8,460
Accrued income and unbilled media
3,188
3,151
Cash and cash equivalents
18
2,638
2,218
13,661
13,944
Current liabilities
Trade and other payables
16
(13,056)
(13,323)
Deferred income and customer advances
(1,160)
(1,319)
Corporate income tax payable
(333)
(370)
Lease liabilities
10
(240)
(292)
Borrowings
19
(584)
(946)
Provisions for liabilities and charges1
20
(143)
(55)
(15,516)
(16,305)
Net current liabilities
(1,855)
(2,361)
Non-current liabilities
Borrowings
19
(3,744)
(3,775)
Trade and other payables
17
(229)
(283)
Deferred tax liabilities
14
(142)
(179)
Employee benefit obligations
22
(132)
(136)
Provisions for liabilities and charges1
20
(232)
(250)
Lease liabilities
10
(1,780)
(1,862)
(6,259)
(6,485)
Net assets
3,734
3,833
Equity
Called-up share capital
24
109
114
Share premium account
579
577
Other reserves
25
151
187
Own shares
(191)
(990)
Retained earnings
2,827
3,488
Equity shareholders’ funds
3,475
3,376
Non-controlling interests
259
457
Total equity
3,734
3,833
Notes
The accompanying notes form an integral part of this consolidated balance sheet
1 Current provisions for liabilities and charges, which were not material, were previously presented within Non-current provisions for liabilities and charges and have been restated. See note 20
The consolidated financial statements were approved by the Board of Directors and authorised for issue on 28 March 2025.
Signed on behalf of the Board:
Mark Read
Joanne Wilson
Chief Executive Officer
Chief Financial Officer
CONSOLIDATED BALANCE SHEET
149
WPP ANNUAL REPORT 2024
FINANCIAL STATEMENTS
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
Called-up
share
capital
£m
Share
premium
account
£m
Other
reserves
£m
Own
shares
£m
Retained
earnings1
£m
Total
equity
shareholders'
funds
£m
Non-
controlling
interests
£m
Total
£m
Balance at 1 January 2022
122
575
(336)
(1,112)
4,366
3,615
453
4,068
Profit for the year
–
–
–
–
683
683
92
775
Other comprehensive income
–
–
299
–
6
305
16
321
Total comprehensive income
–
–
299
–
689
988
108
1,096
Dividends paid
–
–
–
–
(365)
(365)
(70)
(435)
Ordinary shares issued
–
1
–
–
–
1
–
1
Share cancellations
(8)
–
8
–
(807)
(807)
–
(807)
Non-cash share-based incentive plans (including share options)
–
–
–
–
122
122
–
122
Tax on share-based payments
–
–
–
–
(9)
(9)
–
(9)
Net movement in own shares held by ESOP Trusts
–
–
–
58
(113)
(55)
–
(55)
Net derecognition of liabilities in respect of put options
–
–
102
–
(40)
62
–
62
Share purchases - close period commitments2
–
–
212
–
–
212
–
212
Net movement in non-controlling interests3
–
–
–
–
(83)
(83)
(12)
(95)
Total transactions with owners
(8)
1
322
58
(1,295)
(922)
(82)
(1,004)
Balance at 31 December 2022
114
576
285
(1,054)
3,760
3,681
479
4,160
Profit for the year
–
–
–
–
110
110
87
197
Other comprehensive loss
–
–
(296)
–
(10)
(306)
(23)
(329)
Total comprehensive (loss)/income
–
–
(296)
–
100
(196)
64
(132)
Dividends paid
–
–
–
–
(423)
(423)
(101)
(524)
Ordinary shares issued
–
1
–
–
–
1
–
1
Treasury shares used for share option schemes
–
–
–
55
(55)
–
–
–
Non-cash share-based incentive plans (including share options)
–
–
–
–
140
140
–
140
Tax on share-based payments
–
–
–
–
2
2
–
2
Net movement in own shares held by ESOP Trusts
–
–
–
9
(63)
(54)
–
(54)
Net derecognition of liabilities in respect of put options4
–
–
198
–
30
228
–
228
Net movement in non-controlling interests3
–
–
–
–
(3)
(3)
15
12
Total transactions with owners
–
1
198
64
(372)
(109)
(86)
(195)
Balance at 31 December 2023
114
577
187
(990)
3,488
3,376
457
3,833
Profit for the year
–
–
–
–
542
542
87
629
Other comprehensive loss
–
–
(58)
–
(2)
(60)
(2)
(62)
Total comprehensive income/(loss)
–
–
(58)
–
540
482
85
567
Dividends paid
–
–
–
–
(425)
(425)
(67)
(492)
Ordinary shares issued
–
2
–
–
–
2
–
2
Share cancellations5
(5)
–
5
743
(743)
–
–
–
Treasury shares used for share option schemes
–
–
–
57
(57)
–
–
–
Non-cash share-based incentive plans (including share options)
–
–
–
–
81
81
–
81
Tax on share-based payments
–
–
–
–
1
1
–
1
Net movement in own shares held by ESOP Trusts
–
–
(8)
(1)
(73)
(82)
–
(82)
Net derecognition of liabilities in respect of put options
–
–
25
–
17
42
–
42
Net movement in non-controlling interests3
–
–
–
–
(2)
(2)
(216)
(218)
Total transactions with owners
(5)
2
22
799
(1,201)
(383)
(283)
(666)
Balance at 31 December 2024
109
579
151
(191)
2,827
3,475
259
3,734
Notes
The accompanying notes form an integral part of this consolidated statement of changes in equity
1 Accumulated losses on existing equity investments held at fair value through other comprehensive income are £354 million at 31 December 2024 (2023: £347 million, 2022: £344 million)
2 During 2021, the Company entered into an arrangement with a third party to conduct share buybacks on its behalf in the close period commencing on 16 December 2021 and ending on
18 February 2022, in accordance with UK listing rules. The commitment resulting from this agreement constituted a liability at 31 December 2021 and was recognised as a movement in other
reserves in the year ended 31 December 2021. After the close period ended on 18 February 2022, the liability was settled and the amount in other reserves was reclassified to retained earnings
3 Net movement in non-controlling interests represents movements in retained earnings and non-controlling interests arising from changes in ownership of existing subsidiaries, recognition
of non-controlling interests on new acquisitions and derecognition of non-controlling interests on disposals of subsidiaries, including FGS Global
4 During 2023, WPP sold a portion of its ownership of FGS Global to KKR. As part of this transaction, the previous put option granted to management shareholders was derecognised
5 In December 2024, WPP cancelled 50,367,570 treasury shares
WPP ANNUAL REPORT 2024
150
FINANCIAL STATEMENTS
ACCOUNTING POLICIES
BASIS OF PREPARATION
The consolidated financial statements of WPP plc (the Company) and its
subsidiaries (together the Group) for the year ended 31 December 2024
have been prepared in accordance with International Financial Reporting
Standards (IFRS) as issued by the International Accounting Standards Board
(IASB) as they apply to the financial statements of the Group for the year
ended 31 December 2024.
The Group consolidated financial statements of WPP plc, a company
registered in Jersey, for the year ended 31 December 2024 are filed with
the Company’s registrar in Jersey.
The Group consolidated financial statements have been prepared on a going
concern basis, under the historical cost convention, except for the revaluation
of certain financial instruments and defined benefit pension plans.
The principal accounting policies adopted in the preparation of these
consolidated financial statements are set out below. Unless otherwise stated,
these policies have been consistently applied to all the years presented.
BASIS OF CONSOLIDATION
The consolidated financial statements include the results of the Company
and all its subsidiary undertakings made up to the same accounting date.
All intra-Group balances, transactions, income and expenses are eliminated
in full on consolidation. Subsidiary undertakings are those entities controlled
by the Group. Control exists where the Group is exposed to, or has the rights
to variable returns from its involvement with, the investee and has the ability
to use its power over the investee to affect its returns. The results of subsidiary
undertakings acquired or disposed of during the period are included or
excluded from the consolidated income statement from the effective date
of acquisition or disposal, accordingly. Non-controlling interests represent
the share of earnings or equity in subsidiaries that is not attributable, directly
or indirectly, to shareholders of the Group.
GOING CONCERN
The Group’s business activities, together with the factors likely to affect
its future performance and position are set out in the Financial Review on
pages 68-72 and Principal Risks and Uncertainties on pages 78-85. The financial
position of the Group, its cash flows, liquidity position and borrowing facilities
are described in the consolidated financial statements and the notes to the
consolidated financial statements. The notes also include the Group’s
objectives, policies and processes for managing its capital; its financial risk
management objectives; details of its financial instruments and hedging
activities; and its exposures to credit risk and liquidity risk.
The Group consolidated financial statements have been prepared on the
going concern basis. In performing its going concern assessment, the Group’s
forecasts and projections have taken account of (i) reasonably possible
declines in revenue less pass-through costs or increases in costs arising from
severe but plausible downside scenarios and (ii) the results of reverse stress
tests to quantify the level of revenue less pass-through costs declines
compared to 2024 required to utilise all of the Group’s liquidity headroom,
taking into account the suspension of share buybacks, dividends and
acquisitions, and cost mitigation actions which could be implemented.
This assessment shows that the Company and the Group would be able
to operate with appropriate liquidity and be able to meet its liabilities as
they fall due and for a period of at least 12 months from the date the
consolidated financial statements are signed.
The Directors therefore have a reasonable expectation that the Company and
the Group have adequate resources to continue in operational existence for at
least 12 months from the date the consolidated financial statements are signed.
Thus, the Group continues to adopt the going concern basis of accounting in
preparing the consolidated financial statements.
NEW IFRS ACCOUNTING PRONOUNCEMENTS
The Group has applied the following standards and amendments for the first
time for their annual reporting period commencing 1 January 2024:
– Supplier Finance Arrangements (Amendments to IAS 7 and IFRS 7)
– Classification of Liabilities as Current or Non-current and Non-current
Liabilities with Covenants (Amendments to IAS 1)
– Lease Liability in a Sale and Leaseback (Amendments to IFRS 16)
The amendments listed above did not have any impact on the amounts
recognised in prior periods, did not have a significant impact on the amounts
recognised in the current period, and are not expected to significantly affect
future periods.
At the date of authorisation of these consolidated financial statements, the
following standards or amendments to standards, which have not been
applied in these consolidated financial statements, were in issue but not
yet effective:
– IFRS 18 “Presentation and Disclosure in Financial Statements” was published
on 9 May 2024 and is effective for periods beginning on or after 1 January
2027. The standard replaces IAS 1 and is the new standard on presentation
and disclosure in financial statements, with a focus on updates to the
consolidated income statement. The key new concepts introduced in IFRS
18 relate to the structure of the consolidated income statement, required
disclosures in the financial statements for certain profit or loss performance
measures that are reported outside an entity’s financial statements (that
is, management-defined performance measures), and enhanced principles
on aggregation and disaggregation which apply to the primary financial
statements and notes in general. The impact of the standard on the Group
is currently being assessed and it is not yet practicable to quantify
the effect of IFRS 18 on these consolidated financial statements.
– IFRS 19 “Subsidiaries without Public Accountability Disclosures” was
published on 9 May 2024 and is effective for periods beginning on or after
1 January 2027. It is a voluntary IFRS Accounting Standard that eligible
subsidiaries can apply when preparing their own consolidated, separate
or individual financial statements. These subsidiaries will continue to apply
the recognition, measurement and presentation requirements in other IFRS
Accounting Standards, but they can replace the disclosure requirements
in those standards with reduced disclosure requirements. As the standard
applies to the Group’s subsidiaries, no impact of IFRS 19 is expected on
these consolidated financial statements.
– Lack of Exchangeability (Amendments to IAS 21) and Amendments to the
Classification and Measurement of Financial Instruments (Amendments to
IFRS 9 and IFRS 7). The Group is currently assessing the impact of the
amendments to standards in issue but not yet effective.
BUSINESS COMBINATIONS
The Group accounts for acquisitions in accordance with IFRS 3 Business
Combinations, which requires the acquiree’s identifiable assets, liabilities
and contingent liabilities (other than non-current assets or disposal groups
held for sale) to be recognised at fair value at acquisition date. Where the
measurement of the fair value of identifiable net assets acquired is incomplete
at the end of the reporting period in which the combination occurs, the Group
will report provisional fair values. Final fair values are determined within a year
of the acquisition date and retrospectively applied.
Acquisition-related costs are expensed as incurred.
The results of the subsidiaries and businesses acquired are included in the
consolidated financial statements from their acquisition date.
151
WPP ANNUAL REPORT 2024
FINANCIAL STATEMENTS
GOODWILL AND OTHER INTANGIBLE ASSETS
Intangible assets comprise goodwill, certain acquired separable corporate
brand names, acquired customer relationships, acquired proprietary tools
and capitalised software.
Goodwill represents the future economic benefits arising from other assets
acquired in a business combination that are not individually identified and
separately recognised. Corporate brand names, customer relationships and
proprietary tools acquired as part of acquisitions of businesses are capitalised
separately from goodwill as intangible assets if their value can be measured
reliably on initial recognition and it is probable that the expected future
economic benefits that are attributable to the asset will flow to the Group.
Goodwill and intangible assets that have an indefinite useful life are not subject
to amortisation and are tested annually for impairment, or more frequently
if events or changes in circumstances indicate a potential impairment.
Certain corporate brands of the Group are considered to have an indefinite
economic life. This is based on their long-established history of market
leadership and profitability, combined with the Group's ongoing commitment
to further develop and enhance their value.
Definite life intangible assets are amortised over their useful life. Amortisation
is provided at rates calculated to expense the cost less estimated residual value
of each asset on a straight-line basis over its estimated useful life as follows:
– brand names (with finite lives) – 10-20 years
– customer-related intangibles – 3-13 years
– other proprietary tools – 3-10 years
– other (including capitalised software) – 3-5 years
For the purposes of assessing impairment, assets other than goodwill are
grouped at the lowest levels for which there are separately identifiable cash
inflows that are largely independent of the cash inflows from other assets
or groups of assets (cash-generating units or CGUs). CGU determination for
goodwill is assessed at the level which management monitors the business.
An impairment loss is recognised if the carrying value of the relevant asset
or CGU exceeds the recoverable amount, defined as the higher of fair value
less costs of disposal and value in use.
The value in use or fair value less costs to dispose for each CGU is determined
by calculating the net present value of future cash flows – derived from the
underlying assets using a projection period of up to five years for each CGU.
After the projection period, a steady growth rate representing an appropriate
long-term growth rate for the industry is applied. Any goodwill impairment
is recognised immediately as an expense and is not subsequently reversed.
For assets excluding goodwill, an assessment is made at reporting period
end to determine whether there is any indication that previously recognised
impairment losses may no longer exist or have decreased. If any such indication
exists, the recoverable amount of the asset is estimated. In cases where the
recoverable amount exceeds the carrying amount of the asset, a reversal of
impairment losses is recognised. The amount of the reversal of the impairment
loss shall not exceed the carrying amount that would have been determined
(net of depreciation or amortisation) if no impairment loss had been recognised.
CONTINGENT CONSIDERATION
Contingent consideration liabilities in relation to business combinations, where
the related payments are not dependent on future employment, are initially
recorded at fair value based on the present value of the expected cash
outflows of the obligations.
During the 12 months following acquisition, adjustments to goodwill are
made to reflect any revisions to fair value measurements that, had they been
known at the acquisition date, would have affected the provisional amounts
recognised. After 12 months, these liabilities are re-measured to fair value
at each balance sheet date, with the changes in fair value recorded in the
consolidated income statement within revaluation and retranslation of
financial instruments.
PROPERTY, PLANT AND EQUIPMENT
Property, plant and equipment is recorded at cost less accumulated
depreciation and any provision for impairment. Property, plant and equipment
is reviewed for impairment if events or changes in circumstances indicate that
the carrying amount may not be appropriate. An asset’s carrying amount
is written down immediately to its recoverable amount if the asset’s carrying
amount is greater than its estimated recoverable amount. Property, plant
and equipment impairment charges also form part of the property-related
restructuring costs described in note 3 and are derived by applying the
method described in the Leases accounting policy. Depreciation, with the
exception of freehold land which is not depreciated, is provided at rates
calculated to expense the cost less estimated residual value of each asset
on a straight-line basis over its estimated useful life, as follows:
– freehold buildings – 50 years
– leasehold buildings – shorter of the term of the lease and life of the asset
– fixtures, fittings and equipment – 3-10 years
– computer equipment – 3-5 years
INTERESTS IN ASSOCIATES AND JOINT VENTURES
An associate is an entity over which the Group has significant influence.
In certain circumstances, significant influence may be represented by factors
other than ownership and voting rights, such as representation on the Board
of Directors.
Investments in associates are accounted for using the equity method. Interests
in associates are stated in the consolidated balance sheet at cost, adjusted for
the Group’s share of the profits and losses after tax of associate undertakings,
which is included in the consolidated income statement. The Group’s share
of the amounts recognised in the income statement and other comprehensive
income is based on financial information produced by each associate
undertaking, adjusted to align with the accounting policies of the Group.
When the Group’s share of losses exceeds its interest in an associate, the
Group does not recognise further losses, unless it has incurred obligations
or made payments on behalf of the associate. If the associate subsequently
reports profits, the Group resumes recognising its share of those profits only
after its share of the profits equals the share of losses not previously
recognised.
Investments are tested for impairment whenever events or changes in
circumstances indicate that the carrying amount may not be recoverable.
An investment’s carrying amount is written down immediately to its
recoverable amount if its carrying amount is greater than its estimated
recoverable amount.
The Group accounts for joint venture investments under the equity method,
which is consistent with the Group’s treatment of associates.
FINANCIAL ASSETS
Financial assets are measured at amortised cost, fair value through other
comprehensive income (FVTOCI) or fair value through profit or loss (FVTPL).
The measurement basis is determined by reference to both the business
model for managing financial assets and the contractual cash flow
characteristics of the financial asset.
For financial assets other than trade receivables, unbilled costs, accrued
income and unbilled media, a 12 month expected credit loss (ECL) allowance
is recorded on initial recognition. If there is subsequent evidence of a
significant increase in the credit risk of an asset, the allowance is increased
to reflect the full lifetime ECL. If there is no realistic prospect of recovery, the
asset is written off. ECL is recognised in the consolidated income statement
on financial assets measured at amortised cost and at fair value through other
comprehensive income.
ACCOUNTING POLICIES CONTINUED
WPP ANNUAL REPORT 2024
152
FINANCIAL STATEMENTS
OTHER INVESTMENTS
Other investments include certain non-current equity investments which
are measured at fair value through profit or loss unless an election is made
on an investment-by-investment basis to recognise fair value gains and losses
in other comprehensive income.
The Group generally elects to classify equity investments as fair value
through other comprehensive income where the Group forms a strategic
partnership with the investee. If the Group makes an irrevocable election
at initial recognition for certain equity investments to be classified as fair value
through other comprehensive income, there is no subsequent reclassification
of fair value gains and losses to profit or loss following derecognition of the
investment. On derecognition of the equity investment, gains and losses that
have been deferred in other comprehensive income are transferred directly
to retained earnings.
ACCRUED INCOME AND UNBILLED MEDIA
Accrued income and unbilled media is a receivable within the scope of IFRS 9
Financial Instruments if the right to consideration is unconditional and is
recognised when a performance obligation has been satisfied but has not yet
been billed. This includes amounts in relation to media costs where the Group
acts as an agent under IFRS 15 Revenue from Contracts with Customers.
Accrued income and unbilled media is transferred to trade receivables once
the right to consideration is billed per the terms of the contractual agreement.
DEFERRED INCOME AND CUSTOMER ADVANCES
In certain cases, payments are received from customers or amounts are billed
with an unconditional right to receive consideration prior to satisfaction
of performance obligations and are recognised as deferred income and
customer advances. Deferred income and customer advances is principally
pass-through in nature, relating to advance billings to customers in accordance
with the terms of the client contracts, primarily for the reimbursement of
third-party costs.
TRADE RECEIVABLES AND UNBILLED COSTS
Trade receivables are measured at amortised cost using the effective interest
method, net of expected credit losses.
Unbilled costs include outlays incurred on behalf of clients, including production
costs, and other third-party costs that have not yet been billed and are
considered receivables under IFRS 15 Revenue from Contracts with Customers.
The Group has applied the simplified approach to measuring expected credit
losses, as permitted by IFRS 9 Financial Instruments. This has been applied to
trade receivables, unbilled costs, accrued income and unbilled media. Under
this approach, the Group utilises a provision matrix based on the age of the
trade receivables and historical loss rates to determine the expected credit
losses. The Group also considers forward-looking information. The Group does
not track changes in credit risk, but recognises a loss allowance based on the
financial asset's lifetime expected credit loss.
Given the short-term nature of the Group’s trade receivables, unbilled costs,
accrued income and unbilled media, which are mainly due from large national
or multinational companies, the Group's assessment of expected credit losses
includes provisions for specific clients and receivables where the contractual
cash flow is deemed at risk.
Trade receivables are written off when there is evidence indicating that the
debtor is in severe financial difficulty and the Group has no realistic prospect
of recovery. Receivables written off are still subject to enforcement activity
and pursued by the Group.
CASH AND CASH EQUIVALENTS
Cash and cash equivalents comprise cash at bank and deposits and money
market funds that are readily convertible to a known amount of cash, are
subject to insignificant risk of changes in value and have a maturity of three
months or less from the date of acquisition. Cash and cash equivalents are
measured at amortised cost, except for investments in money market funds
which are held at fair value through profit and loss.
For cash flow statement presentation purposes, the Group's overdrafts are
included in cash and cash equivalents where they are repayable on demand,
are components of the Group's centralised treasury strategy employed across
the Group and form an integral part of the Group's cash management. Bank
overdrafts are included within short-term borrowings in the balance sheet.
BORROWINGS
Interest-bearing borrowings are initially recorded at fair value less, where
permitted by IFRS 9, any directly attributable transaction costs. Subsequent
to initial recognition, interest-bearing borrowings are stated at amortised cost
with any difference between the proceeds net of transaction costs and the
amount due on settlement or redemption recognised in the consolidated
income statement over the term of the borrowing. Borrowings identified as
a hedged item in a designated fair value hedge relationship are carried on the
consolidated balance sheet at fair value, with gains or losses recognised in
the consolidated income statement in accordance with the Group's hedge
accounting policy.
Cash flows relating to interest are presented within operating cash flows.
Proceeds and repayment of principal amounts are presented within financing
cash flows and are presented gross, except for borrowings with maturities of
less than three months, which are presented net.
DERIVATIVE FINANCIAL INSTRUMENTS
The Group uses derivative financial instruments to reduce exposure to foreign
exchange risk and interest rate movements. The principal derivative instruments
used by the Group are foreign currency forwards and swaps, interest rate
swaps and cross-currency interest rate swaps. The Group does not hold
or issue derivative financial instruments for trading or speculative purposes.
Derivative financial assets and liabilities, including derivatives embedded in
host contracts which have been separated from the host contract, are initially
measured at fair value at the date the derivative contract is entered into and
are subsequently remeasured to their fair value at each balance sheet reporting
date. Changes in the fair value of any derivative instruments that do not qualify
for hedge accounting are recognised immediately in the income statement.
HEDGE ACCOUNTING
Derivatives designated as hedging instruments are classified at inception
of the hedge relationship as cash flow hedges, net investment hedges
or fair value hedges.
Changes in the fair value of derivatives designated as cash flow hedges are
recognised in other comprehensive income to the extent that the hedges are
effective and accumulated in the cash flow hedge reserve. Ineffective portions
of derivatives designated as cash flow hedges are recognised in the income
statement immediately. Amounts deferred in the cash flow hedge reserve are
reclassified to the income statement when the hedged item affects profit or
loss, or if the hedged forecast transaction is to purchase a non-financial asset,
the amount deferred in the cash flow hedge reserve is transferred directly
from equity and included in the carrying value of the non-financial asset when
it is recognised.
Changes in the fair value of those hedging instruments designated as net
investment hedges are recognised in other comprehensive income to the
extent that the hedges are effective. Ineffective portions are recognised
in the income statement immediately. Gains and losses accumulated in the
foreign currency translation reserve are recycled to the income statement
when the foreign operation is disposed of.
Changes in the fair value of derivatives designated as fair value hedges are
recorded in the consolidated income statement, together with the changes
in the fair value of the hedged asset or liability.
Hedge accounting is discontinued when the hedging instrument expires
or is sold, terminated, exercised, or no longer qualifies for hedge accounting.
This discontinuation can also apply to part of a hedging relationship.
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WPP ANNUAL REPORT 2024
FINANCIAL STATEMENTS
ACCOUNTING POLICIES
LIABILITIES IN RESPECT OF OPTION AGREEMENTS
Option agreements that allow the Group’s equity partners to require the
Group to purchase a non-controlling interest are initially recorded in the
consolidated balance sheet at the present value of the redemption amount
in accordance with IAS 32 Financial Instruments: Presentation. On initial
recognition, the corresponding amount is recognised against the equity
reserve; this amount is subsequently reversed on derecognition, either
through exercise or expiration through non-exercise of the option agreement.
Subsequent to initial recognition the financial liability is measured at
amortised cost in accordance with IFRS 9 Financial Instruments. Changes in
the measurement of the financial liability due to the unwinding of the discount
or changes in the amount that the Group could be required to pay are
recorded in the consolidated income statement within revaluation and
retranslation of financial instruments.
DERECOGNITION OF FINANCIAL ASSETS AND LIABILITIES
Financial assets are derecognised when (a) the contractual rights to the cash
flows from the asset expire or are settled, or (b) substantially all the risks and
rewards of the ownership of the asset are transferred to another party, or
(c) control of the asset has been transferred to another party who has the
practical ability to unilaterally sell the asset to an unrelated third party
without imposing additional restrictions.
Financial liabilities are derecognised when the liability is extinguished, that
is when the contractual obligation is discharged, cancelled or expires.
BORROWING COSTS
Finance costs of borrowing that are directly attributable to the acquisition,
construction or production of a qualifying asset are capitalised as part of the
cost of that asset. All other borrowing costs are recognised in the consolidated
income statement as an expense in the period in which they are incurred.
REVENUE RECOGNITION
The Group offers national and multinational clients a comprehensive range
of communications, experience, commerce and technology services.
Certain contracts involve multiple agencies offering different services in
different countries. As such, the terms of local, regional and global contracts
can vary to meet client needs and regulatory requirements. Consistent with
the industry, contracts are typically short term in nature and tend to be
cancellable by either party with 90 days' notice. The Group is generally
entitled to payment for work performed to date.
The Group is generally paid in arrears for its services. Invoices are typically
payable within 30 to 60 days. Revenue comprises commissions and fees
earned and is stated exclusive of VAT, sales taxes and trade discounts.
Pass-through costs comprise fees paid to external suppliers when they are
engaged to perform part or all of a specific project and are charged directly
to clients. Pass-through costs includes media costs where the Group is
buying media for its own account on a transparent opt-in basis. As a result,
the subsequent media pass-through costs are recorded as Group principal
revenue, with a corresponding pass-through cost recorded. As the contracts
are generally short term in nature, the Group has applied the practical
expedient permitted by IFRS 15 to expense costs to obtain a contract
as incurred and to not adjust consideration for the effects of a significant
financing component, where applicable.
In most instances, promised services in a contract are not considered distinct
or they represent a series of services that are substantially the same with the
same pattern of transfer to the customer and, as such, are accounted for as
a single performance obligation. However, where there are contracts with
services that are capable of being distinct, are distinct within the context
of the contract, and are therefore accounted for as separate performance
obligations, revenue is allocated to each of the performance obligations based
on relative stand-alone selling prices. The Group has applied the practical
expedient permitted by IFRS 15 to not disclose the transaction price allocated
to performance obligations unsatisfied (or partially unsatisfied) as of the end
of the reporting period as contracts typically have an original expected
duration of a year or less.
Revenue is recognised when a performance obligation is satisfied in accordance
with the terms of the contractual arrangement. Typically, performance
obligations are satisfied over time as services are rendered. Revenue recognised
over time is based on the proportion of the level of service performed for each
performance obligation, measured using either an input method or an output
method, depending on the particular arrangement.
For most fee arrangements, costs incurred are used as an objective input
measure of performance as the primary input of substantially all work performed
under these arrangements is labour and there is normally a direct relationship
between costs incurred and the proportion of the contract performed to date.
In other circumstances relevant output measures, such as the achievement
of any project milestones stipulated in the contract, are used to assess
proportional performance.
For retainer arrangements there is a stand-ready obligation to perform
services on an ongoing basis over the life of the contract. The scope of these
arrangements is broad and generally not reconcilable to specific input or
output criteria. In these instances, revenue is recognised using a time-based
method resulting in straight-line revenue recognition.
The amount of revenue recognised depends on whether the Group acts
as an agent or as a principal. Certain arrangements with clients are such that
the Group's responsibility is to arrange for a third party to provide a specified
good or service to the client. In these cases, the Group acts as an agent
as there is no control of the relevant good or service before it is transferred
to the client. When the Group acts as an agent, the revenue recorded is the
net amount retained. When acting as an agent, costs incurred with external
suppliers (such as production costs and media suppliers) before the client
is billed are excluded from revenue and recorded as unbilled balance sheet
costs. Once billed to the client, these costs are recorded as part of the agent
net revenue recorded.
The Group acts as principal when there is control of the specified good or
service prior to transfer. When the Group acts as a principal, such as when
supplying in-house production services, events and branding, the revenue
recorded is the gross amount billed. Billings related to out-of-pocket costs
such as travel are also recognised within the gross amount billed with
a corresponding amount recorded as an expense.
Further details on revenue recognition are detailed by reporting
segment below.
GLOBAL INTEGRATED AGENCIES
Revenue is typically derived from integrated product offerings including
media placements and creative services. Revenue may consist of various
arrangements involving commissions, fees, incentive-based revenue
or a combination of the three, as agreed upon with each client. Revenue
for commissions on purchased media is typically recognised at the point
in time the media is run.
The Group receives volume rebates from certain suppliers for transactions
entered into on behalf of clients that, based on the terms of the relevant
contracts and local law, are either remitted to clients or retained by the Group.
If amounts are passed on to clients they are recorded as liabilities until settled
or, if retained by the Group, are recorded as revenue when earned.
Variable incentive-based revenue typically comprises both quantitative and
qualitative elements. Incentive compensation is estimated using the most
likely amount or expected value method, as deemed appropriate, and is
included in revenue up to the amount that is highly probable not to result
in a significant reversal of cumulative revenue recognised once the related
uncertainty is resolved. The Group recognises incentive revenue as the related
performance obligation or obligations are satisfied depending on the specific
contractual terms.
PUBLIC RELATIONS AND SPECIALIST AGENCIES
Revenue for these services is typically derived from retainer fees and fees for
services to be performed subject to specific agreement. Most revenue under
these arrangements is earned over time, in accordance with the terms of the
contractual arrangement.
ACCOUNTING POLICIES CONTINUED
WPP ANNUAL REPORT 2024
154
FINANCIAL STATEMENTS
TAXATION
Corporate income taxes payable is recognised as an expense based on taxable
profits arising in the period, and the applicable tax law in each jurisdiction.
The total tax expense represents the sum of both current and deferred taxes.
The Group is subject to corporate income taxes in a number of different
jurisdictions and judgement is required to interpret local tax laws. In such
circumstances, the Group recognises liabilities for anticipated taxes based
on the best information available and where the anticipated liability is both
probable and able to be estimated. Any interest and penalties accrued are
included in finance costs and general and administrative costs respectively
in the consolidated income statement and included in trade and other
payables on the consolidated balance sheet. Where changes arise, as a result
of new information or an agreed final outcome, these may impact the income
tax and deferred tax provisions, and therefore total tax expense in the period
in which those changes have arisen.
Local tax laws that apply to the Group’s subsidiaries may be amended by the
relevant tax authorities. Such potential amendments are regularly monitored
and adjustments may be required to the Group’s tax assets and liabilities should
those changes be enacted or substantively enacted by the balance sheet date.
Corporate income taxes payable is based on taxable profit for the year.
Taxable profit differs from profit before tax reported in the Group’s
consolidated income statement (determined under IFRS) because it excludes
items of income or expense that are taxable or deductible in other years, and
it further excludes items that are never taxable or deductible. The Group’s
liability for current tax is calculated using tax rates that have been enacted
or substantively enacted by the balance sheet date.
Deferred tax is the tax expected to be payable or recoverable on differences
between the carrying amounts of assets and liabilities in the consolidated
financial statements and the corresponding tax bases used in the computation
of taxable profit, and is accounted for using the balance sheet liability method.
Deferred tax liabilities are recognised for all taxable temporary differences
unless specifically excepted by IAS 12 Income Taxes. Deferred tax is charged
or credited in the consolidated income statement, except when it relates
to items charged or credited to other comprehensive income or directly
to equity, in which case the deferred tax is also recognised within other
comprehensive income or equity.
Deferred tax liabilities are recognised for taxable temporary differences arising
on investments in subsidiaries and associates, and interests in joint ventures,
except where the Group is able to control the reversal of the temporary
difference and it is probable that the temporary difference will not reverse
in the foreseeable future.
Deferred tax assets are recognised to the extent that it is probable that
taxable profits will be available against which deductible temporary
differences can be utilised, which can require the use of accounting estimation
and the exercise of judgement.
Such assets and liabilities are not recognised if the temporary difference arises
from the initial recognition of goodwill or other assets and liabilities,
in a transaction that is not a business combination and which affects neither
the taxable profit nor the accounting profit.
The carrying amounts of deferred tax assets are reviewed at each balance
sheet date. Where it is no longer probable that sufficient taxable profits will
be available to allow all or part of the asset to be recovered, the carrying value
of the applicable deferred tax asset may be reduced. Where expectations
of taxable profits improve, the carrying value of the applicable deferred tax
asset may be increased.
Deferred tax assets and liabilities are offset where permitted, when there
is a legally enforceable right to set off current tax assets against current tax
liabilities and when they relate to income taxes levied by the same taxation
authority and the Group intends to settle its current tax assets and liabilities
on a net basis. Deferred tax is calculated using the tax rates that are expected
to apply in the period when the liability is settled, or the asset is realised,
based on enacted or substantively enacted legislation.
Corporate taxes are payable on taxable profits at current rates. The tax
expense represents the sum of the tax currently payable and deferred tax.
RETIREMENT BENEFIT COSTS
The Group accounts for retirement benefit costs in accordance with IAS 19
Employee Benefits.
For defined contribution plans, contributions are charged to the consolidated
income statement on an accruals basis.
For defined benefit plans the amounts charged to staff costs within operating
profit are the current service costs, past service costs, administrative
expenses and gains and losses on settlements and curtailments. Past service
costs are recognised immediately in the consolidated income statement when
the related plan amendment or curtailment occurs. Net interest income or
expense is calculated by applying the discount rate to the recognised overall
surplus or deficit in the plan.
Actuarial gains and losses are recognised in other comprehensive income.
Where defined benefit plans are funded, the assets of the plan are held
in independently managed funds separately from those of the Group.
Pension plan assets are measured at fair value and liabilities are measured
on an actuarial basis using the projected unit method and discounted at a rate
equivalent to the current rate of return on a high-quality corporate bond of
equivalent currency and term to the plan liabilities. The actuarial valuations
are obtained at least triennially and are updated at each balance sheet date.
Recognition of a surplus in a defined benefit plan is limited based on the
economic gain the Group is expected to benefit from in the future by means
of a refund or reduction in future contributions to the plan, in accordance
with IAS 19.
PROVISIONS FOR LIABILITIES AND CHARGES
Provisions comprise liabilities where there is uncertainty about the amount
or timing of settlement. Provisions are recognised when the Group has a
present legal or constructive obligation as a result of past events, it is probable
that an outflow of resources will be required and the amount can be reliably
estimated, with such estimation using either the most likely or expected value
method depending on which method best estimates the uncertainty. Whilst
the Group has factored in all known facts and circumstances, initial estimations
for provisions may change based on the receipt of new information and final
amount of the relevant charges may differ from the provision recognised.
CONTINGENT LIABILITIES
Contingent liabilities are possible obligations arising from past events whose
existence will only be confirmed by future events not wholly within the control
of the Group, or present obligations where it is not probable that an outflow
of resources will be required or the amount of the obligation cannot be
measured with sufficient reliability. Contingent liabilities are not recognised
in the consolidated financial statements but are disclosed, if material, unless
the possibility of an outflow of economic resources is considered remote.
LEASES
The Group leases most of its offices in cities where it operates. Other lease
contracts include office equipment and motor vehicles.
At inception of a contract, the Group assesses whether a contract is, or contains,
a lease based on whether the contract conveys the right to control the use
of an identified asset for a period of time in exchange for consideration.
Contracts may contain both lease and non-lease components. The Group
allocates the consideration in the contract to the lease and non-lease
components based on their relative standalone prices.
The Group recognises a right-of-use asset and a lease liability at the lease
commencement date. The right-of-use asset is initially measured based on
the initial amount of the lease liability adjusted for any lease payments made
at or before the commencement date, plus any initial direct costs incurred
and restoration provisions, less any lease incentives received. The assets
are depreciated over the term of the lease using the straight-line method.
The lease term includes periods covered by an option to extend if the Group
is reasonably certain to exercise that option, and periods covered by an option
to terminate if the Group is reasonably certain to not exercise that option.
155
WPP ANNUAL REPORT 2024
FINANCIAL STATEMENTS
ACCOUNTING POLICIES
LEASES CONTINUED
The lease liability is initially measured at the present value of the lease payments
that are not paid at the commencement date, discounted using the interest
rate implicit in the lease or, if that rate cannot be readily determined, the
Group’s incremental borrowing rate for the same term as the underlying lease.
Lease payments included in the initial measurement of lease liabilities comprise
fixed payments less any lease incentives receivable, variable lease payments
that depend on an index or a rate as at the commencement date, amounts
expected to be payable under residual value guarantees, the exercise price
of a purchase option if the lessee is reasonably certain to exercise that option
and payments of penalties for terminating the lease, if the lease term reflects
the lessee exercising an option to terminate the lease. Lease modifications
result in remeasurement of the lease liability.
Depreciation is recognised in both costs of services and general and
administrative costs and interest expense is recognised under finance costs
in the consolidated income statement.
The Group has elected to use the exemption not to recognise right-of-use
assets and lease liabilities for short-term leases that have a lease term of
12 months or less and exemption for leases of low-value assets (under $5,000).
The payments associated with these leases are recognised as cost of services
and general and administrative costs within the consolidated income
statement on a straight-line basis over the lease term.
The Group assesses at the reporting date whether there are any indicators
of impairment and performs an impairment test when an impairment indicator
exists. The Group tests a right-of-use asset as a stand-alone asset for impairment
when it either meets the definition of investment property which generates
independent cash flows or it is vacant with minimal to no continued operational
utility for the Group. When a right-of-use asset is tested as a stand-alone asset,
an impairment loss is recognised when the carrying amount of the right-of-use
asset exceeds its recoverable amount. The recoverable amount of a right-of-use
asset is estimated mainly based on the present value of the estimated sublease
income, discounted using the property yield rates.
TRANSLATION OF FOREIGN CURRENCIES
Foreign currency transactions are recorded at the rates in effect at the date
of the transaction. Monetary assets and liabilities denominated in foreign
currencies at the year end are translated at the year-end exchange rate.
Foreign currency gains and losses are credited or charged to the consolidated
income statement as they arise.
The income statements of foreign subsidiary undertakings, and goodwill
and fair value adjustments arising on the acquisition of a foreign entity, with
functional currencies other than pounds sterling, are translated into pounds
sterling at average exchange rates and the year-end net assets of these
companies are translated at year-end exchange rates.
Exchange differences arising from retranslation of foreign subsidiary
undertakings and on foreign currency borrowings (to the extent that they
hedge the Group’s investment in such operations) are reported in the
consolidated statement of comprehensive income.
HYPERINFLATION IN ARGENTINA AND TURKEY
The economies in Argentina and Turkey were designated as hyperinflationary
from 2018 and 2022, respectively, and the Group has applied IAS 29 Financial
Reporting in Hyperinflationary Economies to its operations in Argentina and
Turkey since these dates. The functional currencies for these operations are
Argentinian pesos (ARP) and Turkish lira (YTL).
In applying IAS 29, the ARP and the YTL non-monetary assets and liability
balances, held at historical cost, and results for the relevant financial years
have been revalued to their present value equivalent local currency amounts
at the reporting date based on consumer prices indices (CPI) issued by the
National Institute of Statistics and Censuses (INDEC) and the Turkish Statistical
Institute, respectively. The respective indices have risen by 118% and 44%
(2023: 211% and 65%) during the financial year. The revalued balances are
translated to GBP at the reporting date exchange rate in line with IAS 21 The
Effects of Changes in Foreign Exchange Rates.
The gain or loss on the revaluation of net monetary assets resulting from IAS 29
application is recognised in the consolidated income statement within other
income. The Group has presented the equity revaluation effects and the
impact of currency movements within other comprehensive income as such
amounts are deemed to meet the definition of ‘exchange differences'.
SHARE-BASED PAYMENTS
The Group issues equity-settled share-based payments, including share
options, to certain employees and accounts for these awards in accordance
with IFRS 2 Share-based Payment. Equity-settled share-based payments are
measured at fair value (excluding the effect of non-market-based vesting
conditions) at the date of grant. Details regarding the fair value of equity
settled share-based transactions are set out in note 21.
The fair value determined at the grant date is recognised in the consolidated
income statement as an expense on a straight-line basis over the relevant
vesting period with a corresponding increase in equity, based on the Group’s
estimate of the number of shares that will ultimately vest and adjusted for the
effect of non-market-based vesting conditions.
NON-CONTROLLING INTERESTS
Non-controlling interests in acquired companies are measured at the
non-controlling interests’ proportionate share of the acquiree’s identifiable net
assets. The acquisition of a non-controlling interest in a subsidiary, and the sale
of an interest while retaining control, is accounted for within equity, and the
cash cost of such purchases is included within financing activities in the cash
flow statement.
CLIMATE CHANGE CONSIDERATIONS
In preparing these consolidated financial statements, and in accordance with
the UK Listing Rule UKLR 6.6.6(8) and The UK Companies Regulations 2022,
414CB (2a), the potential impacts of climate change risks have been considered.
This primarily focused on the impairment assessments for goodwill and
intangible assets with indefinite useful lives; the carrying value and estimated
useful life of intangible assets, property, plant and equipment and right-of-use
assets; the measurement of deferred tax assets and provisions, including
post-employment benefits; and the going concern period and viability of
the Group over the next three years. There has been no material impact on
the consolidated financial statements for the years ended 31 December 2024
and 2023. The potential implications of climate change risks on the
consolidated financial statements will continue to be monitored and
assessed in future periods.
CRITICAL JUDGEMENTS AND ESTIMATION UNCERTAINTY
IN APPLYING ACCOUNTING POLICIES
Management is required to make key decisions and judgements whilst
acknowledging there is estimation uncertainty in the process of applying
the Group’s accounting policies. These estimates and judgements are
reviewed on an ongoing basis. Where judgement has been applied or
estimation uncertainty exists, the key factors taken into consideration are
disclosed in the accounting policies and the appropriate note in these
consolidated financial statements.
The most significant area of estimation uncertainty is:
Goodwill: the key areas of uncertainty in estimating the fair value less costs
to dispose of AKQA Group's recoverable value are the forecasted revenue less
pass-through costs and operating margin. Further details of AKQA Group's key
estimates and related sensitivities are included in note 11.
ACCOUNTING POLICIES CONTINUED
WPP ANNUAL REPORT 2024
156
FINANCIAL STATEMENTS
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
1. GENERAL INFORMATION
WPP plc is a company incorporated in Jersey. The address of the registered office is 22 Grenville Street, St Helier, Jersey, JE4 8PX and the address of the principal
executive office is Sea Containers, 18 Upper Ground, London, United Kingdom, SE1 9GL. The nature of the Group’s operations and its principal activities are set
out in note 2. These consolidated financial statements are presented in pounds sterling.
2. SEGMENT INFORMATION
The Group is a leading worldwide creative transformation organisation offering national and multinational clients a comprehensive range of communications,
experience, commerce and technology services. Substantially all of the Group’s revenue is from contracts with customers.
Reportable segments
The Group is organised into three reportable segments – Global Integrated Agencies, Public Relations and Specialist Agencies.
IFRS 8 Operating Segments requires operating segments to be identified on the same basis as used internally for the review of performance and allocation of
resources by the Group’s Chief Executive Officer (the Chief Operating Decision Maker). Provided certain quantitative and qualitative criteria are fulfilled, IFRS 8
permits aggregation of these operating segments into reportable segments for the purposes of disclosure in the Group’s financial statements. In assessing
the Group’s reportable segments, which includes the aggregation of certain operating segments, the Directors have had regard to the similar economic
characteristics of certain operating segments, their shared client bases, the similar nature of their products or services and their long-term margins, amongst
other factors.
Reported contributions were as follows:
2024
£m
20231
£m
20221
£m
Revenue2
Global Integrated Agencies
12,562
12,532
12,133
Public Relations
1,156
1,262
1,233
Specialist Agencies
1,023
1,051
1,063
14,741
14,845
14,429
Revenue less pass-through costs2,3
Global Integrated Agencies
9,384
9,751
9,684
Public Relations
1,089
1,180
1,161
Specialist Agencies
886
929
955
11,359
11,860
11,800
Headline operating profit2,4
Global Integrated Agencies
1,482
1,480
1,427
Public Relations
166
191
192
Specialist Agencies
59
79
123
1,707
1,750
1,742
Adjusting items within IFRS operating profit4
(382)
(1,219)
(384)
Financing items5
(330)
(255)
(138)
Earnings/(losses) from associates
36
70
(60)
Reported profit before tax
1,031
346
1,160
Notes
1 During the year ended 31 December 2024, the Group reallocated a number of businesses between Global Integrated Agencies, Specialist Agencies and Public Relations therefore changing
the composition of reportable segments reported to the Group’s Chief Operating Decision Maker. As required by IFRS 8, the prior year comparatives have been restated
2 Intersegment transactions have not been separately disclosed as they are not material
3 Revenue less pass-through costs is revenue less media and other pass-through costs. Pass-through costs comprise fees paid to external suppliers where they are engaged to perform part or all
of a specific project and are charged directly to clients, predominantly media costs. See note 3 to the consolidated financial statements for more details of these pass-through costs
4 Headline operating profit is defined on page 204. A reconciliation from reported profit before tax to headline operating profit is provided on page 196
5 Financing items include finance and investment income, finance costs and revaluation and retranslation of financial instruments
157
WPP ANNUAL REPORT 2024
FINANCIAL STATEMENTS
2. SEGMENT INFORMATION CONTINUED
Other information
Staff costs
£m
Depreciation
and
amortisation2
£m
Goodwill
impairment3
£m
2024
Global Integrated Agencies
6,330
327
158
Public Relations
761
35
12
Specialist Agencies
670
39
67
7,761
401
237
20231
Global Integrated Agencies
6,491
361
40
Public Relations
821
40
–
Specialist Agencies
825
46
23
8,137
447
63
20221
Global Integrated Agencies
6,530
370
–
Public Relations
815
37
4
Specialist Agencies
821
44
34
8,166
451
38
Notes
1 During the year ended 31 December 2024, the Group reallocated a number of businesses between Global Integrated Agencies, Specialist Agencies and Public Relations therefore changing
the composition of reportable segments reported to the Group’s Chief Operating Decision Maker. As required by IFRS 8, the prior year comparatives have been restated
2 Depreciation of property, plant and equipment, depreciation of right-of-use assets and amortisation of other intangible assets
3 Goodwill impairment is excluded from headline earnings
Contributions by geographical area were as follows:
2024
£m
2023
£m
2022
£m
Revenue1
North America2
5,567
5,528
5,550
United Kingdom
2,185
2,155
2,004
Western Continental Europe
3,013
3,037
2,876
Asia Pacific, Latin America, Africa & Middle East and Central & Eastern Europe
3,976
4,125
3,999
14,741
14,845
14,429
Revenue less pass-through costs1,3
North America2
4,394
4,556
4,688
United Kingdom
1,588
1,626
1,537
Western Continental Europe
2,375
2,411
2,319
Asia Pacific, Latin America, Africa & Middle East and Central & Eastern Europe
3,002
3,267
3,256
11,359
11,860
11,800
Headline operating profit1,4
North America2
825
834
771
United Kingdom
237
215
187
Western Continental Europe
259
258
301
Asia Pacific, Latin America, Africa & Middle East and Central & Eastern Europe
386
443
483
1,707
1,750
1,742
Adjusting items within IFRS operating profit4
(382)
(1,219)
(384)
Financing items5
(330)
(255)
(138)
Earnings/(losses) from associates
36
70
(60)
Reported profit before tax4
1,031
346
1,160
Notes
1 Interregional transactions have not been separately disclosed as they are not material
2 North America includes the United States with revenue of £5,203 million (2023: £5,187 million, 2022: £5,231 million), revenue less pass-through costs of £4,115 million (2023: £4,271 million,
2022: £4,402 million) and headline operating profit of £766 million (2023: £785 million, 2022: £726 million)
3 Revenue less pass-through costs is revenue less media and other pass-through costs. Pass-through costs comprise fees paid to external suppliers where they are engaged to perform part
or all of a specific project and are charged directly to clients, predominantly media costs. See note 3 to the consolidated financial statements for more details of these pass-through costs
4 Headline operating profit is defined on page 204. A reconciliation from reported profit before tax to headline operating profit is provided on page 196
5 Financing items include finance and investment income, finance costs and revaluation and retranslation of financial instruments
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS CONTINUED
WPP ANNUAL REPORT 2024
158
FINANCIAL STATEMENTS
2. SEGMENT INFORMATION CONTINUED
2024
£m
2023
£m
Non-current assets1
North America2
4,736
5,218
United Kingdom
1,666
1,670
Western Continental Europe
2,512
2,696
Asia Pacific, Latin America, Africa & Middle East
and Central & Eastern Europe
2,607
2,739
11,521
12,323
Notes
1 Non-current assets excluding financial derivatives and deferred tax assets
2 North America includes the United States with non-current assets of £4,427 million
(2023: £5,114 million)
3. COSTS OF SERVICES AND GENERAL AND ADMINISTRATIVE COSTS
2024
£m
2023
£m
2022
£m
Costs of services
12,290
12,326
11,890
General and administrative costs
1,126
1,988
1,181
13,416
14,314
13,071
Costs of services and general and administrative costs include:
2024
£m
2023
£m
2022
£m
Staff costs (note 5)
7,761
8,137
8,166
Establishment costs
472
516
536
Media pass-through costs
2,523
2,174
1,906
Other costs of services and general
and administrative costs1
2,660
3,487
2,463
13,416
14,314
13,071
Note
1 Other costs of services and general and administrative costs include £859 million
(2023: £811 million, 2022: £724 million) of other pass-through costs
Other costs of services and general and administrative costs include the
following significant items:
2024
£m
2023
£m
2022
£m
Goodwill impairment (note 11)
237
63
38
Amortisation and impairment
of acquired intangible assets
93
728
62
Other impairment charges
26
18
77
Restructuring and transformation costs
251
196
219
Property-related restructuring costs
26
232
18
(Gains)/losses on disposals of
investments and subsidiaries
(322)
(7)
36
Legal provision charges/(gains)
68
(11)
–
Amortisation and impairment of acquired intangible assets of £93 million
(2023: £728 million, 2022: £62 million) includes accelerated amortisation
charges of £20 million (2023: £650 million, 2022: £1 million) in relation to certain
brands that no longer have an indefinite useful life due to the creation of
Burson. The 2023 charge of £728 million includes £650 million of accelerated
amortisation charges, predominately due to the creation of VML in the fourth
quarter of 2023.
Other impairment charges of £26 million (2023: £18 million, 2022: £77 million)
primarily relate to the impairment of associates. The 2022 charge of £77 million
included a £29 million impairment of capitalised configuration and customisation
costs related to software development projects.
Restructuring and transformation costs of £251 million (2023: £196 million,
2022: £219 million) include £90 million (2023: £113 million, 2022: £134 million)
in relation to the Group’s IT transformation programme. These IT costs include
costs of £56 million (2023: £52 million, 2022: £97 million) in relation to the
rollout of new ERP systems in order to drive efficiency and collaboration
throughout the Group; and £29 million (2023: £38 million, 2022: nil) related
to an IT-transition programme to move to a multi-vendor environment.
Restructuring and transformation costs also include £144 million (2023:
£73 million, 2022: £70 million) of costs related to the continuing transformation
plan, including the creation of VML and Burson, and simplification of GroupM.
The prior year costs includes restructuring actions at under-performing
businesses, aimed to reduce ongoing costs and simplify operational
structures. Also included within restructuring and transformation costs is
£17 million (2023: £10 million, 2022: £15 million) of ongoing property costs,
related to property impairments the Group recognised in prior years in
response to the Covid-19 pandemic.
Property-related restructuring costs of £26 million (2023: £232 million,
2022: £18 million) includes £23 million (2023: nil, 2022: nil) of on-going
property costs related to property impairments recognised in the prior year
as part of the Group’s property requirements review. The impairment charges
included within property-related costs include £1 million (2023: £129 million,
2022: £18 million) in relation to right-of-use assets and £2 million (2023:
£56 million, 2022: nil) of related property, plant and equipment.
Gains on disposal of investment and subsidiaries of £322 million (2023: £7 million,
2022: loss of £36 million) predominately represents the gain on disposal of
FGS Global of £275 million (refer to note 28).
Legal provision charges of £68 million (2023: £11 million gain, 2022: nil) have
been recognised, with the provision at 31 December 2024 representing
management's best estimate of its obligation in relation to certain on-going
legal proceedings and claims.
Auditors’ remuneration:
2024
£m
2023
£m
2022
£m
Fees payable to the Company’s
auditors for the audit of the Company
and Group’s annual accounts
18
10
8
Fees payable for the audit of
the Company’s subsidiaries
26
30
29
Fees payable to the auditors
pursuant to legislation1
44
40
37
Audit-related services1, 2
1
1
–
Other assurance services - PwC
–
–
–
Other assurance services - Deloitte
1
1
1
Tax compliance services
–
–
–
Total other fees
2
2
1
Total fees
46
42
38
Notes
1 Includes fees in respect of the audit of internal control over financial reporting. With effect
from 2024, following a competitive tender process, PricewaterhouseCoopers LLP (PwC) was
appointed as auditor of the Company, replacing Deloitte LLP (Deloitte). Fees payable for the
audit of the Company and Group's annual accounts, the audit of the Company's subsidiaries,
and audit-related services during the year ended 31 December 2024 relate to PwC and for the
years ended 31 December 2023 and 31 December 2022 to Deloitte
2 Audit-related assurance services are predominantly in respect of the review of the interim
financial information
159
WPP ANNUAL REPORT 2024
FINANCIAL STATEMENTS
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
4. EARNINGS/(LOSSES) FROM ASSOCIATES
2024
£m
2023
£m
2022
£m
Share of profits/(losses) of associates (note 13)
34
25
(60)
Dividends received from nil carrying
value associates
2
45
–
Earnings/(losses) from associates
36
70
(60)
Earnings/(losses) from associates was £36 million in 2024 (2023: earnings
of £70 million, 2022: losses of £60 million). This includes £2 million of non-
refundable distributions received from Kantar, (2023: £45 million, 2022: nil)
which are recorded in the income statement (non headline) given the Group's
balance sheet investment in Kantar is nil. The carrying value of the Kantar
investment is nil as the share of accumulated losses exceeds the Group's
interest in Kantar. No further losses are being recognised, and the Group
will only resume recognising its share of profits after its share of profits
equals the share of losses not previously recognised. The loss in 2022 included
£76 million of amortisation and impairment of acquired intangible assets as
well as restructuring and one-off transaction costs of £55 million within Kantar.
5. OUR PEOPLE
Our monthly average staff numbers by geographical distribution were
as follows:
2024
2023
2022
North America
22,474
23,562
23,740
United Kingdom
11,816
12,457
12,490
Western Continental Europe
22,533
23,580
22,717
Asia Pacific, Latin America, Africa & Middle
East and Central & Eastern Europe
54,458
55,133
55,182
111,281
114,732
114,129
Their reportable segment distribution was as follows:
2024
2023
2022
Global Integrated Agencies
95,053
97,838
97,288
Public Relations
7,742
8,377
8,125
Specialist Agencies
8,486
8,517
8,716
111,281
114,732
114,129
At the end of 2024, staff numbers were 108,044 (2023: 114,173, 2022: 115,473).
Staff costs1 include:
2024
£m
2023
£m
2022
£m
Wages and salaries
5,622
5,879
5,721
Cash-based incentive plans
242
233
293
Share-based incentive plans (note 21)
109
140
122
Social security costs
692
715
689
Pension costs (note 22)
215
213
205
Severance
61
78
44
Other staff costs
820
879
1092
7,761
8,137
8,166
Note
1 Additional staff costs of £137 million (2023: £71 million, 2022: £16 million) are included within
Restructuring and transformation costs disclosed in note 3
Compensation for key management personnel includes:
2024
£m
2023
£m
2022
£m
Short-term employee benefits
27
28
30
Pensions and other post-retirement benefits
1
1
1
Share-based payments
19
30
30
47
59
61
Key management personnel comprises the Board and the Executive Committee.
6. FINANCE AND INVESTMENT INCOME, FINANCE COSTS AND
REVALUATION AND RETRANSLATION OF FINANCIAL INSTRUMENTS
Finance and investment income arise from:
2024
£m
2023
£m
2022
£m
Financial assets measured at amortised cost
123
111
118
Financial assets measured at fair value
through profit and loss
11
13
24
Other interest income
3
3
3
137
127
145
Finance costs arise from:
2024
£m
2023
£m
2022
£m
Interest on bank overdrafts, bonds
and bank loans
309
273
258
Interest expense related to lease liabilities
98
106
96
Interest on other long-term employee benefits
6
6
3
Net interest expense on pension plans
4
4
2
417
389
359
Revaluation and retranslation of financial instruments include:
2024
£m
2023
£m
2022
£m
Movements in fair value of derivative
financial instruments
(17)
(3)
1
Premium on the early repayment of bonds
(16)
–
–
Revaluation of investments and other assets
held at fair value through profit or loss
(24)
(21)
23
Remeasurement of put options over
non-controlling interests
(10)
(1)
28
Revaluation of contingent
consideration liabilities
1
51
26
Retranslation of financial instruments
16
(19)
(2)
Net revaluation and retranslation of financial
instrument (loss)/gain
(50)
7
76
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS CONTINUED
WPP ANNUAL REPORT 2024
160
FINANCIAL STATEMENTS
7. TAXATION
In 2024, the effective tax rate on reported profit before taxation was 39.0%
(2023: 43.1%, 2022: 33.1%).
The tax charge comprises:
2024
£m
2023
£m
2022
£m
Corporation tax
Current year
466
433
427
Prior years
(42)
(86)
(56)
424
347
371
Deferred tax
Current year
6
(197)
9
Prior years
(28)
(1)
5
(22)
(198)
14
Tax charge
402
149
385
The tax charge for 2024 includes the Group's assessment of the impact of
OECD Pillar Two income taxes, which was insignificant to the tax charge.
The IAS 12 exception to recognise deferred tax assets and liabilities related
to Pillar Two income taxes has been applied.
The corporation tax credit for prior years in 2024, 2023 and 2022 primarily
comprises the movement in provisions for tax uncertainties due to expiry
of relevant statutes of limitations and reassessment of existing exposures.
In 2023, the deferred tax credit of £197 million reflected the tax impact of
accelerated amortisation of intangible assets as a result of the creation of VML.
The tax charge for the year can be reconciled to profit before taxation in the
consolidated income statement as follows:
2024
£m
2023
£m
2022
£m
Profit before taxation
1,031
346
1,160
Tax at the corporation tax rate of 25.0%1
258
81
220
Tax effect of (earnings)/losses from associates
(9)
(15)
17
Irrecoverable withholding taxes
29
35
26
Tax effect of items that are not deductible
in determining taxable profits
101
39
68
Tax effect of non-deductible goodwill
impairment
65
16
7
Effect of different tax rates in subsidiaries
operating in other jurisdictions
18
42
94
Origination and reversal of unrecognised
temporary differences
(10)
9
(1)
Tax losses not recognised or
utilised in the year
21
44
10
Utilisation of tax losses not previously
recognised
(6)
(15)
(5)
Net release of prior year provisions in relation
to acquired businesses
–
(4)
(3)
Other prior year adjustments
(70)
(83)
(48)
Impact of OECD Pillar Two income taxes
5
–
–
Tax charge
402
149
385
Effective tax rate on profit before tax
39.0%
43.1%
33.1%
Note
1 As the Group is subject to the tax rates of more than one country, it has chosen to present
its reconciliation of the tax charge using the UK corporation tax rate of 25.0% (2023: 23.5%,
2022: 19.0%)
FACTORS AFFECTING THE TAX CHARGE IN FUTURE YEARS
The tax charge may be affected by the impact of acquisitions, disposals and
other corporate restructurings, the resolution of open tax issues, and the
ability to use brought forward tax losses. Changes in local or international tax
rules, and changes arising from the application of existing rules, new demands
and assessments or challenges by tax authorities, may expose the Group to
additional tax liabilities or impact the carrying value of deferred tax assets,
which could affect the future tax charge.
Liabilities relating to open and judgemental matters are based upon an
assessment of whether the tax authorities will accept the position taken,
after considering external advice where appropriate. Where the final tax
outcome of these matters is different from the amounts which have been
recorded, such differences will impact the current and deferred income tax
assets and liabilities in the period in which such determination is made.
The Group does not currently consider that judgements made in assessing
tax liabilities have a significant risk of resulting in any material additional
charges or credits in respect of these matters, within the next financial year.
TAX RISK MANAGEMENT
The Group looks to maintain open and transparent relationships with the tax
authorities and relevant government representatives in the jurisdictions in
which the Group operates. We maintain active engagement with a wide range
of international companies and business organisations with similar issues.
We engage advisors and legal counsel to obtain opinions on tax legislation
and principles. We have a Tax Risk Management Strategy in place which sets
out the controls established and our assessment procedures for decision
making and how we monitor tax risk. We monitor proposed changes in
taxation legislation and ensure these are taken into account when we consider
our future business plans. Our Directors are informed by management of any
significant tax law changes, the nature and status of any significant ongoing
tax audits, and other developments that could materially affect the Group’s
tax position.
8. EARNINGS PER SHARE ("EPS")
BASIC EPS
The calculation of basic EPS is as follows:
2024
2023
2022
Profit for the year attributable to
equity holders of the parent (£ million)
542
110
683
Weighted average number of shares
used in basic EPS calculation (million)
1,077
1,072
1,098
Basic EPS
50.3p
10.3p
62.2p
DILUTED EPS
The calculation of diluted EPS is as follows:
2024
2023
2022
Profit for the year attributable to
equity holders of the parent (£ million)
542
110
683
Weighted average number of shares
used in diluted EPS calculation (million)
1,097
1,094
1,116
Diluted EPS
49.4p
10.1p
61.2p
At 31 December 2024, options to purchase 28 million ordinary shares
(2023: 25 million, 2022: 20 million) were outstanding, but were excluded
from the computation of diluted earnings per share because the exercise
prices of these options were greater than the average market price of the
Group’s shares and, therefore, their inclusion would have been accretive.
A reconciliation between the shares used in calculating basic and diluted EPS
is as follows:
2024
m
2023
m
2022
m
Weighted average number of shares
used in basic EPS calculation
1,077
1,072
1,098
Dilutive share options outstanding
–
1
1
Other potentially issuable shares
20
21
17
Weighted average number of shares
used in diluted EPS calculation
1,097
1,094
1,116
At 31 December 2024 there were 1,091,394,251 (2023: 1,141,513,196, 2022:
1,141,427,296) ordinary shares in issue, including 12,591,893 treasury shares
(2023: 66,675,497, 2022: 70,489,953).
161
WPP ANNUAL REPORT 2024
FINANCIAL STATEMENTS
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
9. ANALYSIS OF CASH FLOWS
The following tables analyse the net cash inflow from operating activities
presented within the main cash flow statement on page 148.
Net cash from operating activities:
2024
£m
2023
£m
2022
£m
Profit for the year
629
197
775
Taxation
402
149
385
Revaluation and retranslation
of financial instruments
50
(7)
(76)
Finance costs
417
389
359
Finance and investment income
(137)
(127)
(145)
(Earnings)/losses from associates
(36)
(70)
60
Operating profit
1,325
531
1,358
Adjustments for:
Non-cash share-based incentive plans
(including share options)
109
140
122
Depreciation of property, plant and equipment
156
165
167
Depreciation of right-of-use assets
213
257
262
Impairment charges included within
restructuring costs1
3
185
43
Goodwill impairment
237
63
38
Amortisation and impairment
of acquired intangible assets
93
728
62
Amortisation of other intangible assets
32
25
22
Other impairment charges
26
18
77
(Gains)/losses on disposal of
investments and subsidiaries
(322)
(7)
36
Gains on remeasurement of equity interests
arising from a change in scope of ownership
–
–
(66)
Other transaction costs
10
–
–
Gains of sale of property, plant and equipment
(7)
–
(6)
Operating cash flow before movements
in working capital and provisions
1,875
2,105
2,115
Decrease/(increase) in trade receivables
and accrued income
309
232
(499)
Increase/(decrease) in trade payables
and deferred income
31
(238)
171
Decrease/(increase) in other receivables
16
125
(154)
Decrease in other payables
(240)
(445)
(327)
Increase/(decrease) in provisions
69
66
(38)
Cash generated by operations
2,060
1,845
1,268
Corporation and overseas tax paid
(392)
(395)
(391)
Interest paid on lease liabilities
(95)
(103)
(92)
Other interest and similar charges paid
(306)
(275)
(210)
Interest received
109
116
88
Investment income
11
13
25
Dividends from associates
31
43
38
Contingent consideration payments
recognised in operating activities2
(10)
(6)
(25)
Net cash inflow from operating activities
1,408
1,238
701
Notes
1 Impairment charges included within restructuring costs includes impairments for right-of-use
assets, property, plant and equipment and other intangible assets
2 Contingent consideration payments in excess of the amount determined at acquisition are
recorded as operating activities
Acquisitions and disposals:
2024
£m
2023
£m
2022
£m
Initial cash consideration
(47)
(227)
(218)
Cash and cash equivalents acquired
14
23
39
Contingent consideration payments
recognised in investing activities1
(87)
(53)
(47)
Purchase of other investments
(including associates)
(33)
(10)
(10)
Acquisitions
(153)
(267)
(236)
Proceeds on disposal of investments
and subsidiaries2
646
100
50
Cash and cash equivalents disposed
(93)
(1)
(12)
Disposals of investments and subsidiaries
553
99
38
Cash consideration received from
non‑controlling interests
–
46
–
Cash consideration for purchase of
non‑controlling interests
(87)
(16)
(84)
Cash consideration for
non‑controlling interests3
(87)
30
(84)
Net acquisition payments and
disposal proceeds
313
(138)
(282)
Notes
1 Contingent consideration payments in excess of the amount determined at acquisition are
recorded as operating activities
2 Proceeds on disposal of investments and subsidiaries includes return of capital from investments
in associates
3 Cash consideration for non-controlling interests is included within financing activities
Share repurchases and buybacks:
2024
£m
2023
£m
2022
£m
Purchase of own shares by ESOP Trusts
(82)
(54)
(55)
Shares purchased into treasury for cancellation
–
–
(807)
Net cash outflow
(82)
(54)
(862)
10. LEASES
The movements in 2024 and 2023 were as follows:
Right-of-use assets
Land and
buildings
£m
Plant and
machinery
£m
Total
£m
1 January 2023
1,482
46
1,528
Additions
255
50
305
Transfers to net investment in subleases
(5)
–
(5)
Disposals
(9)
(1)
(10)
Depreciation of right-of-use assets
(236)
(21)
(257)
Impairment charges included within
restructuring costs
(129)
–
(129)
Exchange adjustments
(49)
(1)
(50)
31 December 2023
1,309
73
1,382
Additions
334
24
358
Disposals
(82)
(21)
(103)
Depreciation of right-of-use assets
(197)
(16)
(213)
Impairment charges included within
restructuring costs
(1)
−
(1)
Exchange adjustments
(35)
(3)
(38)
31 December 2024
1,328
57
1,385
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS CONTINUED
WPP ANNUAL REPORT 2024
162
FINANCIAL STATEMENTS
10. LEASES CONTINUED
The movements in 2024 and 2023 were as follows:
Lease liabilities
Land and
buildings
£m
Plant and
machinery
£m
Total
£m
1 January 2023
2,162
48
2,210
Additions
238
50
288
Interest expense related to lease liabilities
103
3
106
Disposals
(11)
(2)
(13)
Repayment of lease liabilities (including
interest)
(340)
(22)
(362)
Exchange adjustments
(74)
(1)
(75)
31 December 2023
2,078
76
2,154
Additions
291
16
307
Interest expense related to lease liabilities
95
3
98
Disposals
(105)
(21)
(126)
Repayment of lease liabilities (including
interest)
(359)
(18)
(377)
Exchange adjustments
(33)
(3)
(36)
31 December 2024
1,967
53
2,020
The following table shows the breakdown of the lease expense between
amounts charged to operating profit and amounts charged to finance costs:
2024
£m
2023
£m
2022
£m
Depreciation of right-of-use assets:
Land and buildings
(197)
(236)
(245)
Plant and machinery
(16)
(21)
(17)
Impairment charges
(1)
(129)
(34)
Short-term lease expense
(21)
(22)
(20)
Low-value lease expense
(2)
(3)
(2)
Variable lease expense
(48)
(45)
(57)
Sublease income
20
17
19
Charge to operating profit
(265)
(439)
(356)
Interest expense related to lease liabilities
(98)
(106)
(96)
Charge to profit before taxation for leases
(363)
(545)
(452)
Variable lease payments primarily include real estate taxes and insurance costs.
The maturity of lease liabilities at 31 December 2024 and 2023 were as follows:
2024
£m
2023
£m
Within one year
353
406
Between one and two years
307
327
Between two and three years
281
282
Between three and four years
256
261
Between four and five years
235
231
Over five years
1,260
1,265
2,692
2,772
Effect of discounting
(672)
(618)
Lease liability at end of year
2,020
2,154
Short-term lease liability
240
292
Long-term lease liability
1,780
1,862
The total committed undiscounted future cash flows for leases not yet
commenced at 31 December 2024 is £114 million (2023: £280 million).
The Group does not face a significant liquidity risk with regard to its lease
liabilities. Refer to note 23 for management of liquidity risk.
11. INTANGIBLE ASSETS
GOODWILL
The movements in 2024 and 2023 were as follows:
£m
Cost
1 January 2023
12,144
Additions1
319
Disposals
–
Exchange adjustments
(484)
31 December 2023
11,979
Additions1
27
Disposals
(466)
Exchange adjustments
(146)
31 December 2024
11,394
Accumulated impairment losses
1 January 2023
3,691
Impairment losses for the year
63
Exchange adjustments
(164)
31 December 2023
3,590
Impairment losses for the year
237
Exchange adjustments
(43)
31 December 2024
3,784
Net book value
31 December 2024
7,610
31 December 2023
8,389
1 January 2023
8,453
Note
1 Additions represent goodwill arising on the acquisition of subsidiary undertakings including
the effect of any revisions to fair value adjustments that had been determined provisionally at
the immediately preceding balance sheet date, as permitted by IFRS 3 Business Combinations.
The effect of such revisions was not material in either year presented
OTHER INTANGIBLE ASSETS
The movements in 2024 and 2023 were as follows:
Brands
with an
indefinite
useful life
£m
Acquired
intangibles
£m
Internally
generated
intangibles
and other²
£m
Total
£m
Cost
1 January 2023
1,166
1,073
281
2,520
Additions
−
−
40
40
Disposals and
derecognition
−
(15)
(52)
(67)
Reclassifications
(665)
665
–
–
Acquisitions
−
138
3
141
Other movements1
−
−
17
17
Exchange adjustments
(29)
(47)
(9)
(85)
31 December 2023
472
1,814
280
2,566
Additions
−
–
47
47
Disposals and
derecognition
(2)
(820)
(38)
(860)
Acquisitions
–
17
–
17
Other movements1
–
14
6
20
Exchange adjustments
(1)
(12)
–
(13)
31 December 2024
469
1,013
295
1,777
163
WPP ANNUAL REPORT 2024
FINANCIAL STATEMENTS
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
11. INTANGIBLE ASSETS CONTINUED
Brands
with an
indefinite
useful life
£m
Acquired
intangibles
£m
Internally
generated
intangibles
and other2
£m
Total
£m
Amortisation and impairment
1 January 2023
63
784
221
1,068
Charge for the year
–
728
25
753
Other movements1
−
−
(1)
(1)
Disposals and
derecognition
−
(15)
(52)
(67)
Exchange adjustments
(3)
(27)
(7)
(37)
31 December 2023
60
1,470
186
1,716
Charge for the year
−
93
32
125
Other movements1
−
−
1
1
Disposals and
derecognition
−
(759)
(37)
(796)
Exchange adjustments
−
(7)
1
(6)
31 December 2024
60
797
183
1,040
Net book value
31 December 2024
409
216
112
737
31 December 2023
412
344
94
850
31 December 2022
1,103
289
60
1,452
Notes
1 Other movements in acquired intangibles include revisions to fair value adjustments that are not
material arising on the acquisition of subsidiary undertakings that had been determined provisionally
at the immediately preceding balance sheet date, as permitted by IFRS 3 Business Combinations
2 Other intangible assets are primarily comprised of purchased software. In 2023, this included
reclassifications of items previously recorded in trade and other receivables
Acquired intangible assets at net book value at 31 December 2024 include
brand names of £83 million (2023: £135 million), customer-related intangibles
of £50 million (2023: £108 million) and other assets (including proprietary tools)
of £83 million (2023: £101 million).
Goodwill and other intangible assets are grouped at the lowest levels for
which there are separately identifiable cash flows, known as cash-generating
units (CGUs). The determination of the Group's CGUs is primarily aligned
with its operating segments. If cash flows from assets within one operating
segment are largely independent of the cash flows from other assets in
the same operating segment, multiple CGUs are identified within that
operating segment.
CGUs with significant goodwill and brands with an indefinite useful life as at
31 December are:
Goodwill1
Brands with an
indefinite useful life
2024
£m
2023
£m
2024
£m
2023
£m
GroupM
3,200
3,255
–
–
VML2
1,905
–
–
–
Wunderman Thompson2
–
1,165
–
–
VMLY&R2
–
815
–
–
Ogilvy
795
809
212
213
BCW3
–
619
–
113
Burson3
746
–
111
–
Hill & Knowlton3
–
142
33
33
AKQA Group
435
600
–
–
FGS Global
–
452
–
–
Landor
89
115
53
53
Other
440
417
–
–
7,610
8,389
409
412
Notes
1 Certain operations have been realigned between the various networks. These realignments have
been reflected in the CGUs being tested. The most significant realignments are detailed below
2 Following the announcement to merge VMLY&R and Wunderman Thompson in the fourth quarter
2023, goodwill for these businesses has been combined within the VML CGU effective
1 January 2024, when the merger formally completed. At 31 December 2023, VMLY&R and
Wunderman Thompson were separate CGUs with goodwill of £815 million and £1,165 million
respectively
3 Following the decision to merge BCW and Hill & Knowlton in January 2024, goodwill for these
businesses has been combined within the Burson CGU effective 1 July 2024, when the merger
formally completed. Indefinite lived brands associated with Hill & Knowlton and Burson continue
to be identified in separate CGUs for 2024. In 2023, goodwill of £619 million and indefinite lived
brands of £113 million were recognised for BCW and goodwill of £142 million and indefinite lived
brands of £33 million were recognised for Hill & Knowlton
'Other' represents goodwill on a large number of CGUs, none of which contain
goodwill that is individually significant in comparison to the total carrying
value of goodwill. Separately identifiable brands with an indefinite useful life
are carried at historical cost in accordance with the Group’s accounting policy
for intangible assets.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS CONTINUED
WPP ANNUAL REPORT 2024
164
FINANCIAL STATEMENTS
11. INTANGIBLE ASSETS CONTINUED
IMPAIRMENT ASSESSMENT PROCESS
Due to the significant number of CGUs across the Group, the impairment test
was performed in two steps. In the first step, a discounted cash flow is used
to determine the value in use (VIU) for each CGU using the latest available
forecasts for 2024 and/or 2025, nil growth rate thereafter (2023: nil) and a
conservative pre-tax discount rate of 13.3% (2023: 14.7%). The pre-tax discount
rate of 13.3% was above the rate calculated for the global networks of 12.3%
(2023: 13.7%). For smaller CGUs that operate primarily in a particular region
subject to higher risk, the greater of 13.3% or 100 basis points above the
regional discount rate was used in the first step.
The VIU for each CGU was then compared to the carrying amount, which
includes goodwill, intangible assets and other relevant assets. CGUs where
the VIU exceeded the carrying amount were not considered to be impaired.
Those CGUs where the VIU did not exceed the carrying amount were then
further reviewed in the second step.
In the second step, these CGUs were retested for impairment using more
refined assumptions. This included using a CGU-specific pre-tax discount rate
and management forecasts for a projection period of up to five years, followed
by an assumed long-term growth rate of 2.0% (2023: 2.0%). If the higher of
the fair value less costs of disposal (FVLCD) or VIU using the more specific
assumptions did not exceed the carrying value of a CGU, an impairment
charge was recorded. VIU was used for all CGUs with significant carrying
amount of goodwill or indefinite life intangible assets other than AKQA Group
and Landor, where the FVLCD method was used.
The assumptions used for estimating cash flow projections in the Group’s
impairment testing include forecasted revenue less pass-through costs
growth, operating margins, long-term growth rate, and discount rates.
The assumptions take into account the business’s expectations for the
projection period. These expectations consider the macroeconomic
environment, industry and market conditions, the CGU’s historical
performance and any other circumstances particular to the business,
such as business strategy and client mix.
The discount rates were determined with the support of a third-party
expert, which included benchmarking against other comparable companies.
The pre-tax discount rate applied to the pre-tax cash flow projections for
the CGUs that operate globally was 12.3% (2023: 13.7%). The pre-tax discount
rates applied to the CGUs that have more regional specific operations ranged
from 11.5% (2023: 12.6%) to 18.4% (2023: 28.4%). For CGUs with significant
carrying value where the FVLCD method was used in 2024, a post-tax discount
rate of 10.5% was applied to post-tax cash flows.
The long-term growth rate is derived from management’s best estimate of
the likely long-term trading performance with reference to external industry
reports and other relevant market trends. At 31 December 2024, the Group
has assessed long-term industry trends based on recent historical data and
assumed a long-term growth rate of 2.0% (2023: 2.0%) for CGUs using both
VIU and FVLCD methods. Management engaged a third-party expert to
support in calculating a long-term growth rate. Management is satisfied with
the reasonableness of the long-term growth rate when compared against
independent market growth projections and long-term country inflation rates.
The recoverable amount for CGUs assessed under the FVLCD method was
calculated using a discounted cash flow approach, for a projection period
up to five years, adjusted to reflect a market participant's perspective.
Assumptions used include, but are not limited to, forecasted revenue less
pass-through costs growth and operating margins, long-term growth rates
and post-tax discount rate and have been determined using the same
approach described above for VIU. These assumptions are considered
Level 3 in the fair value hierarchy.
AMORTISATION AND IMPAIRMENT
The total amortisation and impairment of acquired intangible assets of
£93 million (2023: £728 million, 2022: £62 million) includes a charge of
£21 million (2023: £650 million, 2022: £1 million) predominantly in regard to
certain brands that no longer have any useful life. This includes accelerated
amortisation charges of £20 million for the C&W brands within the BCW CGU,
due to the Burson merger, which formally completed on 1 July 2024.
In accordance with the Group’s accounting policy, the carrying values of
goodwill and intangible assets with indefinite useful lives are reviewed for
impairment annually or more frequently if events or changes in circumstances
indicate that the asset might be impaired. The impairment review is undertaken
annually on 30 September. The goodwill impairment charge of £237 million
(2023: £63 million, 2022: £38 million) recognised during the year relates to
businesses in the Group where the impact of macroeconomic conditions and
trading circumstances indicate impairment to the carrying value. In 2024,
£158 million of the impairment charge related to the Global Integrated
Agencies segment (2023: £40 million, 2022: nil), £12 million related to the
Public Relations segment (2023: nil, 2022: £4 million) and £67 million related
to the Specialist Agencies segment (2023: £23 million, 2022: £34 million).
AKQA GROUP
During 2024, AKQA Group, part of the Global Integrated Agencies reportable
segment, performed below expectations following macroeconomic pressure
impacting project-based work. This resulted in AKQA Group net book value
exceeding its recoverable amount; therefore, management has recognised an
impairment of £158 million to record the AKQA Group CGU at its recoverable
amount of £491 million. The AKQA Group goodwill impairment charge is the
majority of the £237 million total goodwill impairment charge across the Group.
The recoverable amount of AKQA Group has been calculated on a FVLCD
basis (2023: VIU basis). The FVLCD of AKQA Group was determined using a
discounted cash flow approach with future cash flows based upon a projection
period of up to five years, with cash flows beyond the projection period based
on a long-term growth rate, reduced by the estimated costs to dispose of the
CGU. The valuation used a post-tax discount rate of 10.5% (2023: pre-tax
discount rate 13.7%) and a long-term growth rate of 2.0% (2023: 2.0%).
The determination of the recoverable amount for AKQA Group in the 2024
impairment assessment incorporates certain assumptions, some of which are
subject to considerable uncertainty. These assumptions include, but are not
limited to, forecasted revenue less pass-through costs growth and operating
margins, long-term growth rates and post-tax discount rate. Forecasted
revenue less pass-through costs growth and operating margins are the key
areas of estimation uncertainty.
The key inputs, which are considered Level 3 in the fair value hierarchy, used
in determining the recoverable amount were determined as follows:
– Long-term growth rate, aligned to the Group’s expected long-term growth
– Forecasted revenue less pass-through costs and operating margins for five
years, based on values determined by the Group’s budgeting and strategic
planning process, adjusted to reflect a market participant's perspective,
and representing a recovery of operating margins to historical levels given
under-performance in 2024
– Discount rate, calculated based on the Group’s estimated weighted average
cost of capital, with reference to the Group’s long-term average cost of
debt and estimated cost of equity, which is derived with reference to
external sources of information and the Group’s target gearing ratio,
adjusted for specific risk factors relevant to the CGU.
An approximately 2.0% reduction in operating margin, inclusive of revenue
less pass-through costs, through the forecast period and into perpetuity
would result in a further impairment of £70 million.
Other than described above, there are no CGUs or goodwill balances,
including Landor and the others impaired in the year, for which a reasonably
possible change in key assumptions would lead to a further significant
impairment charge.
165
WPP ANNUAL REPORT 2024
FINANCIAL STATEMENTS
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
12. PROPERTY, PLANT AND EQUIPMENT
The movements in 2024 and 2023 were as follows:
Land
£m
Freehold
buildings
£m
Leasehold
buildings
£m
Fixtures,
fittings and
equipment
£m
Computer
equipment
£m
Total
£m
Cost
1 January 2023
40
92
1,179
165
447
1,923
Additions
4
3
88
17
65
177
Acquisitions
–
–
1
–
–
1
Disposals and
derecognition
–
–
(156)
(51)
(96)
(303)
Exchange
adjustments
(32)
(61)
(51)
(12)
(26)
(182)
31 December 2023
12
34
1,061
119
390
1,616
Additions
–
2
69
15
76
162
Acquisitions
–
–
–
–
–
–
Disposals and
derecognition
(3)
(4)
(158)
(58)
(83)
(306)
Reclassification
(64)
64
–
–
–
–
Exchange
adjustments
91
48
(11)
(7)
4
125
31 December 2024
36
144
961
69
387
1,597
Depreciation and impairment
1 January 2023
–
2
532
80
308
922
Charge for the year
–
1
70
25
69
165
Impairment charges
included within
restructuring costs
–
–
52
3
1
56
Disposals and
derecognition
–
–
(145)
(49)
(94)
(288)
Exchange
adjustments
–
–
(29)
(14)
(24)
(67)
31 December 2023
–
3
480
45
260
788
Charge for the year
–
1
65
23
67
156
Impairment charges
included within
restructuring costs
–
–
2
–
–
2
Disposals and
derecognition
–
(2)
(120)
(52)
(80)
(254)
Exchange
adjustments
–
–
15
(9)
(10)
(4)
31 December 2024
–
2
442
7
237
688
Net book value
31 December 2024
36
142
519
62
150
909
31 December 2023
12
31
581
74
130
828
1 January 2023
40
90
647
85
139
1,001
At 31 December 2024, capital commitments contracted, but not provided
for in respect of property, plant and equipment, were £14 million
(2023: £38 million).
13. INTERESTS IN ASSOCIATES AND OTHER INVESTMENTS
The movements in 2024 and 2023 were as follows:
Interests in
associates
£m
Other
investments
£m
1 January 2023
305
370
Additions
39
2
Share of profits of associates
25
–
Share of other comprehensive income of associates
(1)
–
Dividends
(30)
–
Other movements
(12)
–
Exchange adjustments
(19)
–
Disposals
(5)
(10)
Revaluation of other investments
through profit or loss
–
(26)
Revaluation of other investments
through other comprehensive income
–
(3)
Impairment charges
(15)
–
31 December 2023
287
333
Additions
–
24
Share of profits of associates
34
–
Dividends
(29)
–
Other movements1
3
62
Exchange adjustments
(9)
–
Disposals
(10)
–
Revaluation of other investments
through profit or loss
–
(14)
Revaluation of other investments through other
comprehensive income
–
(7)
Impairment charges
(23)
–
31 December 2024
253
398
Note
1 Other movements predominantly relates to a not material reclassification of investment funds
from 'Trade and other receivables' to 'Other investments'
Interests in joint ventures are not material and none of the Group's associates
are individually material at 31 December 2024.
The investments included above as 'Other investments' predominantly
represent investments in equity securities that present the Group with the
opportunity for returns through dividend income and trading gains. They have
no fixed maturity or coupon rate. The fair values of the listed securities are
based on quoted market prices at the balance sheet date. For unlisted
securities, where market value is not available, the Group has estimated
relevant fair values on the basis of the latest funding rounds or other external
sources where required.
The carrying values of the Group’s associates are reviewed for impairment
in accordance with the Group’s accounting policies.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS CONTINUED
WPP ANNUAL REPORT 2024
166
FINANCIAL STATEMENTS
13. INTERESTS IN ASSOCIATES AND OTHER INVESTMENTS
CONTINUED
AGGREGATE INFORMATION OF ASSOCIATES THAT ARE NOT
INDIVIDUALLY MATERIAL
The following table presents a summary of the aggregate financial
performance of the Group’s associates.
2024
£m
2023
£m
2022
£m
Earnings/(losses) from associates (note 4)
36
70
(60)
Share of other comprehensive
(loss)/income of associates
–
(1)
51
Share of total comprehensive earnings/(loss)
of associates
36
69
(9)
The application of equity accounting is ordinarily discontinued when the
investment is reduced to nil and additional losses are not provided for unless
the Group has guaranteed obligations of the investee or is otherwise
committed to provide further financial support for the investee.
At 31 December 2024, share of losses of £57 million (2023: £30 million, 2022:
£30 million) for the US and £196 million (2023: £138 million, 2022: £34 million)
for the Rest of World have not been recognised in relation to Kantar, as the
investment was previously reduced to nil in 2022.
14. DEFERRED TAX
The Group's deferred tax assets and liabilities are measured at the end of each
period in accordance with IAS 12 Income Taxes. The recognition of deferred
tax assets is determined by reference to the Group's estimate of recoverability,
using models, where appropriate, to forecast future taxable profits.
Deferred tax assets have only been recognised for territories where the Group
considers that it is probable that all or a portion of the deferred tax assets will
be realised. The main factors that we consider include:
– The future earnings potential determined through the use of internal forecasts
– The cumulative losses in recent years
– The various jurisdictions in which the potential deferred tax assets arise
– The history of losses carried forward and other tax assets expiring
– The timing of future reversal of taxable temporary differences
– The expiry period associated with the deferred tax assets
– The nature of the income that can be used to realise the deferred tax asset
If it is probable that some portion of these assets will not be realised, no asset
is recognised in relation to that portion.
If market conditions improve and future results of operations exceed our
current expectations, our existing recognised deferred tax assets may be
adjusted, resulting in future tax benefits. Alternatively, if market conditions
deteriorate further or future results of operations are less than expected,
future assessments may result in a determination that some or all of the
deferred tax assets are not realisable. As a result, all or a portion of the
deferred tax assets may need to be reversed.
The following is the analysis of the deferred tax balances:
Gross
2024
£m
Offset of
balances arising
from a single
transaction1
2024
£m
Gross balances
before offset
within countries
2024
£m
Offset within
countries
2024
£m
As
reported
2024
£m
Deferred tax assets
661
(93)
568
(245)
323
Deferred tax liabilities
(480)
93
(387)
245
(142)
181
–
181
–
181
Gross
2023
£m
Offset of
balances arising
from a single
transaction1
2023
£m
Gross balances
before offset
within countries
2023
£m
Offset within
countries
2023
£m
As
reported
2023
£m
Deferred tax assets
684
(94)
590
(266)
324
Deferred tax liabilities
(539)
94
(445)
266
(179)
145
–
145
–
145
Note
1 The Group has applied Deferred tax related to Assets and Liabilities arising from a Single Transaction (Amendments to IAS 12). Transactions which give rise to the recognition of an asset and a liability
on the Group’s balance sheet, including leases for which the Group recognises a right-of-use asset and a lease liability, lead to taxable and deductible temporary differences in certain jurisdictions.
The resulting deferred tax assets and deferred tax liabilities arising from these temporary differences have been offset and reported net on the Group’s balance sheet
167
WPP ANNUAL REPORT 2024
FINANCIAL STATEMENTS
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
14. DEFERRED TAX CONTINUED
The following are the movements in the gross deferred tax assets before offset within countries recognised by the Group in 2024 and 2023:
Deferred
compensation
£m
Accounting
provisions
and accruals
£m
Retirement
benefit
obligations
£m
Plant and
equipment
£m
Property
£m
Tax losses
and credits
£m
Share-based
payments
£m
Restructuring
provisions
£m
Other
temporary
differences
£m
Total
£m
1 January 2023
74
120
48
48
54
123
32
85
5
589
(Charge)/credit to income
(6)
14
3
(12)
(5)
(12)
4
38
2
26
Credit to other comprehensive income
–
–
2
–
–
–
–
–
–
2
Exchange differences and other movements
(3)
(2)
(3)
–
7
(7)
(1)
(16)
(2)
(27)
31 December 2023
65
132
50
36
56
104
35
107
5
590
(Charge)/credit to income
(10)
(15)
2
(3)
(12)
35
(2)
(5)
6
(4)
Credit to other comprehensive income
–
–
2
–
–
–
–
–
–
2
Credit to equity
–
–
–
–
–
–
1
–
–
1
Disposal of subsidiaries
(2)
(1)
–
–
–
–
(2)
–
–
(5)
Exchange differences and other movements
(2)
(2)
(2)
(1)
4
–
–
(13)
–
(16)
31 December 2024
51
114
52
32
48
139
32
89
11
568
Other temporary differences comprise a number of items, none of which is individually significant to the Group’s consolidated balance sheet. At 31 December 2024
the balance related to temporary differences in relation to revenue adjustments, tax deductible goodwill, fair value adjustments and other temporary differences.
In addition the Group has recognised the following movements in the gross deferred tax liabilities before offset within countries in 2024 and 2023:
Brands
and other
intangibles
£m
Associate
earnings
£m
Goodwill
£m
Plant and
equipment
£m
Other
temporary
differences
£m
Total
£m
1 January 2023
353
36
174
24
31
618
Acquisition of subsidiaries
35
–
–
–
–
35
(Credit)/charge to income
(172)
(16)
18
–
(2)
(172)
Exchange differences and other movements
(21)
(1)
(11)
(2)
(1)
(36)
31 December 2023
195
19
181
22
28
445
Acquisition of subsidiaries
8
–
–
–
–
8
(Credit)/charge to income
(28)
(6)
8
7
(7)
(26)
Disposal of subsidiaries
(15)
–
(18)
(1)
–
(34)
Exchange differences and other movements
–
1
3
(12)
2
(6)
31 December 2024
160
14
174
16
23
387
Other temporary differences comprise a number of items none of which is individually significant to the Group's consolidated balance sheet. At 31 December 2024
the balance related to temporary differences in relation to unremitted earnings of subsidiaries and other temporary differences.
At the balance sheet date, the Group has deductible temporary differences
of £10,040 million (2023: £10,321 million) available for offset against future
profits. Deferred tax assets have been recognised in respect of the tax
benefit of £2,313 million (2023: £2,399 million) of such deductible temporary
differences. No deferred tax asset has been recognised in respect of the
remaining £7,727 million (2023: £7,922 million) of deductible temporary
differences as the Group considers that there will not be enough taxable
profits in the entities concerned such that any additional asset could be
considered recoverable. Included in the total unrecognised temporary
differences are losses of £77 million (2023: £92 million) that will expire within
one to ten years, and £7,568 million (2023: £7,713 million) of losses that may
be carried forward indefinitely.
At the balance sheet date, the aggregate amount of the temporary differences
in relation to the investment in subsidiaries for which deferred tax liabilities
have not been recognised was £1,286 million (2023: £1,355 million). No liability
has been recognised in respect of these differences because the Group is in
a position to control the timing of the reversal of the temporary differences
and the Group considers that it is probable that such differences will not
reverse in the foreseeable future.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS CONTINUED
WPP ANNUAL REPORT 2024
168
FINANCIAL STATEMENTS
15. TRADE AND OTHER RECEIVABLES
The following are included in trade and other receivables:
2024
£m
2023
£m
Amounts to be realised within one year
Trade receivables (net of loss allowance)
6,487
7,055
Unbilled costs
238
273
VAT and sales taxes recoverable
323
371
Prepayments
221
239
Fair value of derivatives
1
1
Other receivables1
452
521
7,722
8,460
Note
1 This balance does not include any individually material items
The ageing of trade receivables by due date is as follows:
Days past due
2024
Carrying
amount at
31 December
£m
Not past
due
£m
0-30
days
£m
31-90
days
£m
91-180
days
£m
181
days-
1 year
£m
Greater
than
1 year
£m
Gross trade
receivables
6,522
5,672
572
155
58
23
42
Expected
credit losses
(35)
(1)
–
–
(2)
(9)
(23)
6,487
5,671
572
155
56
14
19
Days past due
2023
Carrying
amount at
31 December
£m
Not past
due
£m
0-30
days
£m
31-90
days
£m
91-180
days
£m
181
days-
1 year
£m
Greater
than
1 year
£m
Gross trade
receivables
7,099
6,173
613
183
53
30
47
Expected
credit losses
(44)
(1)
(1)
(1)
(3)
(10)
(28)
7,055
6,172
612
182
50
20
19
2024
£m
2023
£m
Expected credit losses
At beginning of year
44
72
Charged to the income statement
20
15
Released to the income statement
(7)
(22)
Exchange adjustments
(1)
(5)
Utilisations and other movements
(21)
(16)
At end of year
35
44
The expected credit loss is equivalent to 0.5% (2023: 0.6%, 2022: 1.0%) of
gross trade receivables. Expected credit losses on unbilled costs and other
receivables were not material for the years presented. The Group considers
that the carrying amount of trade and other receivables approximates their
fair value.
EXPECTED CREDIT LOSSES
The Group applies the IFRS 9 simplified approach to measuring expected
credit losses, which uses a lifetime expected loss allowance for trade
receivables, unbilled costs, accrued income and unbilled media. Trade
receivables, unbilled costs, accrued income and unbilled media which are
mainly due from large national and multinational companies, have been
grouped based on shared risk characteristics and days past due. Accrued
income, unbilled media and unbilled costs are deemed to have substantially
the same risk characteristics as trade receivables, and therefore the expected
loss rates for trade receivables are a reasonable approximation of the loss
rates for accrued income, unbilled media and unbilled costs. The expected
loss rates are based on historical credit losses, with consideration also given
to the current economic environment, the level of credit insurance the Group
has, as well as forward-looking information.
2024
£m
2023
£m
Amounts to be realised after more than one year
Fair value of derivatives
4
32
Other receivables and prepayments1
170
177
174
209
Note
1 This balance does not include any individually material items
The Group has applied the practical expedient permitted by IFRS 15 to not
disclose the transaction price allocated to performance obligations unsatisfied
(or partially unsatisfied) as of the end of the reporting period as contracts
typically have an original expected duration of a year or less.
Other receivables and prepayments falling due after more than one year at
31 December 2024 includes £18 million in relation to pension plans in surplus
(2023: £14 million).
16. TRADE AND OTHER PAYABLES: AMOUNTS FALLING
DUE WITHIN ONE YEAR
The following are included in trade and other payables falling due within
one year:
2024
£m
2023
£m
Trade payables
10,637
10,826
Contingent consideration liabilities
57
73
Liabilities in respect of put option
agreements with vendors
1
14
Fair value of derivatives
32
1
Other payables and accruals1
2,329
2,409
13,056
13,323
Note
1 This balance includes media rebates, staff costs, indirect taxes payable and other individually
not material items
The Group considers that the carrying amount of trade and other payables
approximates their fair value, except for liabilities in respect of put option
agreements with vendors for which the fair value is nil (this is level 3 fair value
that is derived using a discounted cash flow approach) at 31 December 2024
(2023: £12 million).
169
WPP ANNUAL REPORT 2024
FINANCIAL STATEMENTS
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
17. TRADE AND OTHER PAYABLES: AMOUNTS FALLING
DUE AFTER MORE THAN ONE YEAR
The following are included in trade and other payables falling due after more
than one year:
2024
£m
2023
£m
Contingent consideration liabilities
76
126
Liabilities in respect of put option agreements
with vendors
66
90
Fair value of derivatives
25
1
Other payables and accruals
62
66
229
283
The Group considers that the carrying amount of trade and other payables
approximates their fair value, except for liabilities in respect of put option
agreements with vendors for which the fair value is approximately £68 million
(this is level 3 fair value that is derived using a discounted cash flow approach)
at 31 December 2024 (2023: £82 million).
The Group's approach to contingent consideration liabilities is further
described in note 23. The following table sets out contingent consideration
liabilities, comprising contingent consideration and the Directors’ best
estimates of future contingent consideration related obligations:
2024
£m
2023
£m
Within one year
57
73
Between one and two years
38
54
Between two and three years
22
71
Between three and four years
8
1
Between four and five years
6
–
Over five years
2
–
133
199
The following table is an analysis of future anticipated cash flows in relation to
liabilities in respect of put option agreements with vendors at 31 December:
2024
£m
2023
£m
Within one year
1
14
Between one and two years
32
24
Between two and three years
15
39
Between three and four years
12
10
Between four and five years
3
6
Over five years
4
11
67
104
18. CASH AND CASH EQUIVALENTS
2024
£m
2023
£m
Cash at bank and deposits
1,983
2,037
Money market funds
655
181
Cash and cash equivalents as presented
in the consolidated balance sheet
2,638
2,218
Bank overdrafts
(171)
(358)
Cash and cash equivalents as presented
in the consolidated cash flow statement
2,467
1,860
Money market funds are held at fair value through profit and loss. Cash at bank
and deposits are held at amortised cost and the carrying value approximates
the fair value.
The Group operates in a number of territories where there are regulatory
restrictions. As a result, £38 million (2023: £34 million) of cash included in cash
and cash equivalents is restricted for use by the Group, yet is available for use
in the relevant subsidiary’s day-to-day operations.
19. BORROWINGS
2024
£m
2023
£m
Current
Bonds
413
588
Bank overdrafts
171
358
Total current borrowings
584
946
Non-current
Bonds
3,744
3,775
Total borrowings
4,328
4,721
The Group estimates that the fair value of bonds is £3,964 million at
31 December 2024 (2023: £4,120 million). The fair values of the bonds are based
on quoted market prices and are within Level 1 of the fair value hierarchy.
The fair value of the Group’s other financial liabilities held at amortised cost
approximate to their fair value.
BONDS
US$ bonds At 31 December 2024, the Group had in issue $93 million of 5.125%
bonds due September 2042 and $220 million of 5.625% bonds due November
2043. In September 2024, $750 million of 3.75% bonds were repaid.
Eurobonds At 31 December 2024, the Group had in issue €500 million of
1.375% bonds due March 2025, €750 million of 2.25% bonds due September
2026, €750 million of 2.375% bonds due May 2027, €550 million of 4.125%
bonds due May 2028, €351 million of 3.625% bonds due September 2029,
€600 million of 1.625% bonds due March 2030 and €500 million of 4% bonds
due September 2033.
In March 2024, the Group issued €600 million of 3.625% bonds and €650 million
of 4% bonds due September 2029 and 2033, respectively. In December 2024,
the Group repurchased €249 million of the 3.625% bonds and €150 million of
the 4% bonds. Additionally, the Group repurchased €200 million of 4.125%
bonds due May 2028.
Sterling bonds At 31 December 2024, the Group had in issue £250 million of
3.75% bonds due May 2032 and £380 million of 2.875% bonds due September
2046. By June 2024, the Group repurchased £20 million of 2.875% bonds due
September 2046.
REVOLVING CREDIT FACILITY
In 2024, the Group initially had a five-year Revolving Credit Facility of
$2.5 billion, set to mature in March 2026. In February 2024, this facility was
refinanced for an additional five years, extending the maturity to February
2029, with the option for two further one-year extensions and no financial
covenants. The first of the two-year extension options was triggered in
January 2025, effective from February 2025 to extend the maturity to February
2030. Up until the refinancing date, the Group had no borrowings under the
original facility (2023: $41 million; average interest rate: 4.54%). At 31 December
2024 the Revolving Credit Facility remained undrawn.
COMMERCIAL PAPER PROGRAMMES
The Group operates commercial paper programmes using its Revolving Credit
Facility as a backstop. The average US commercial paper in issue in 2024 was
$194 million (2023: $433 million) at an average interest rate of 5.36% (2023:
5.45%) inclusive of margin. The Group had no Euro commercial paper in issue
in 2024 (2023: £45 million at an average rate of 4.90%) inclusive of margin and
inclusive of the effect of currency swaps, where applicable. There was no US
or Euro commercial paper outstanding at 31 December 2024.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS CONTINUED
WPP ANNUAL REPORT 2024
170
FINANCIAL STATEMENTS
19. BORROWINGS CONTINUED
ANALYSIS OF CHANGE IN FINANCING ACTIVITIES (INCLUSIVE OF LEASES)
The table below details changes arising from financing activities, including both cash and non-cash changes.
2024
Opening
balance
£m
Cash flow
£m
Acquisition and
disposal of
subsidiaries
£m
Foreign
exchange
£m
Interest and
other
£m
Closing
balance
£m
Borrowings1
4,363
(27)
–
(163)
(16)
4,157
Derivatives (notes 15,16 and 17)
(31)
(14)
–
60
37
52
Lease liabilities (note 10)2
2,154
(377)
–
(36)
279
2,020
Liabilities from financing activities
6,486
(418)
–
(139)
300
6,229
Cash and cash equivalents (note 18)
(2,218)
(604)
79
105
–
(2,638)
Bank overdrafts
358
(172)
–
(15)
–
171
4,626
(1,194)
79
(49)
300
3,762
2023
Opening
balance
£m
Cash flow
£m
Acquisition and
disposal of
subsidiaries
£m
Foreign
exchange
£m
Interest and
other
£m
Closing
balance
£m
Borrowings1
4,465
(49)
49
(99)
(3)
4,363
Derivatives (notes 15, 16 and 17)
52
(46)
–
(51)
14
(31)
Lease liabilities (note 10)2
2,210
(362)
2
(75)
379
2,154
Liabilities from financing activities
6,727
(457)
51
(225)
390
6,486
Cash and cash equivalents (note 18)3
(2,492)
189
(23)
108
–
(2,218)
Bank overdrafts3
506
(120)
–
(28)
–
358
4,741
(388)
28
(145)
390
4,626
Notes
1 Borrowings as presented in this table includes bonds and excludes bank overdrafts. The interest and other amounts within borrowings comprises amortisation of capitalised borrowing costs
2 Repayment of lease liabilities includes £95 million (2023: £103 million) of interest paid on lease liabilities recognised within net cash inflow from operating activities (note 9). Interest and other within lease
liabilities comprises interest on leases and the lease liability additions and disposals (note 10)
3 Prior year figures have been re-presented to reflect the separation of foreign exchange between cash and cash equivalents and bank overdrafts
171
WPP ANNUAL REPORT 2024
FINANCIAL STATEMENTS
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
20. PROVISIONS FOR LIABILITIES AND CHARGES
The movements in 2024 and 2023 were as follows:
Employee
benefits
£m
Property
£m
Legal
£m
Other
£m
Total
£m
1 January 2023
143
63
13
26
245
Charged to the
income statement
3
64
23
–
90
Acquisitions
–
–
–
1
1
Utilised
(22)
(18)
–
(1)
(41)
Released to the
income statement
(2)
(4)
(2)
(6)
(14)
Other movements
38
(3)
1
–
36
Exchange adjustments
(7)
(3)
–
(2)
(12)
31 December 2023
153
99
35
18
305
Charged to the
income statement
14
12
102
1
129
Utilised
(33)
(17)
–
–
(50)
Released to the
income statement
–
(12)
(6)
(12)
(30)
Other movements
28
(10)
–
–
18
Exchange adjustments
2
(1)
1
1
3
31 December 2024
164
71
132
8
375
2024
£m
20231
£m
Current
143
55
Non-Current
232
250
375
305
Note
1 Current provisions for liabilities and charges, which were not material, were previously presented
within Non-current provisions for liabilities and charges. The prior year has been restated to
reflect Current provision for liabilities and charges of £55 million and Non-current provisions
for liabilities and charges of £250 million
Employee benefits relate to statutory or contractual employee entitlements
where there is uncertainty over the timing or amount of the settlement.
The majority of this provision relates to various employee defined contribution
and deferred compensation plans in the USA. It is anticipated that these costs
will be incurred when employees choose to take their benefits or depart from
the Group.
Property provisions relate primarily to onerous property contracts and
decommissioning where the Group has the obligation to make-good its leased
properties. Where the Group has made a decision to exit a leased property,
onerous property contract provisions do not include rent in accordance with
IFRS 16 Leases, however they do include unavoidable costs related to the
lease such as ongoing service charges. Utilisation of the recognised provisions
is expected to occur in conjunction with the profile of the leases to which
they relate.
Legal provisions of £132 million (2023: £35 million) relate to certain on-going
legal proceedings and claims, which from time to time the Company and
its subsidiaries are parties to, which arise in the ordinary course of business.
The £102 million (2023: £23 million) charged to the income statement includes
the £68 million charge (2023: £11 million gain) described in note 3 and other not
material items. The Group expects £123 million of the provision to be settled in
less than one year, with £9 million of the provision to be settled in more than
one year. The Directors do not consider that there is a significant risk of any
material additional charges or credits in respect of these matters within the
next financial year, beyond the amounts already provided.
Other provisions include various items that are not material and do not fall
within the Group’s categories of provisions above.
21. SHARE-BASED PAYMENTS
Charges for share-based incentive plans were as follows:
2024
£m
2023
£m
2022
£m
Share-based payments
109
140
122
Share-based payments comprise charges for stock options and restricted
stock awards to employees of the Group.
RESTRICTED STOCK PLANS
The Group operates a number of equity-settled share incentive schemes,
in most cases satisfied by the delivery of stock from one of the Group’s
Employee Share Ownership Plan (ESOP) Trusts. The most significant current
schemes are as follows:
EXECUTIVE PERFORMANCE SHARE PLAN (EPSP)
This scheme is intended to reward and incentivise the most senior executives
of the Group. The performance period is three or five complete financial years,
commencing with the financial year in which the award is granted. The vest
date will usually be in the March following the end of the performance period.
Vesting is conditional on continued employment throughout the vesting period.
The 2022, 2023 and 2024 EPSP awards are subject to three equally weighted
performance conditions: three-year average Return on Invested Capital (ROIC),
cumulative Adjusted Free Cash Flow (AFCF), and relative Total Shareholder
Return (TSR). Achieving the threshold performance requirement will result
in a vesting opportunity of 20% for that element. The vesting opportunity will
increase on a straight-line basis to 100% of the award for maximum performance.
The Compensation Committee has an overriding discretion to determine the
extent to which the award will vest.
BONUS-RELATED SHARE AWARDS
The Group grants bonuses to key executives in the form of share awards under
the Executive Share Award (ESA), Performance Share Awards (PSA) or Short-term
Incentive Plans (STIP) plans which are all conditional stock awards made from
annual bonus pools. The awards are dependent upon annual performance
targets, typically based on one or more of: revenue less pass-through costs,
operating profit and operating margin. Grants are made in the year following
the year of performance measurement, and vest two years after grant date
provided the individual concerned is continually employed by the Group
throughout this time.
LEADERSHIP SHARE AWARDS
WPP Leadership Awards are conditional stock awards made to around 1,800
of our key executives. Awards vest three years after grant, provided the
participant is still employed within the Group.
VALUATION METHODOLOGY
For all of these schemes, the valuation methodology is based upon fair value
on grant date, which is determined by the market price on that date or the
application of a Black-Scholes model, depending upon the characteristics of
the scheme concerned. The assumptions underlying the Black-Scholes model
are detailed below including details of assumed dividend yields. Market price
on any given day is obtained from external, publicly available sources.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS CONTINUED
WPP ANNUAL REPORT 2024
172
FINANCIAL STATEMENTS
21. SHARE-BASED PAYMENTS CONTINUED
MARKET/NON-MARKET CONDITIONS
Most share-based plans are subject to non-market performance conditions,
such as margin or growth targets, as well as continued employment.
EPSP is subject to a number of performance conditions, including TSR,
a market‑based condition.
For schemes without market-based performance conditions, the valuation
methodology above is applied and, at each year-end, the relevant charge
for each grant is revised, if appropriate, to take account of any changes in
estimate of the likely number of shares expected to vest.
For schemes with market-based performance conditions, the probability
of satisfying these conditions is assessed at grant date through a statistical
model (such as the Monte Carlo model) and applied to the fair value. This initial
valuation remains fixed throughout the life of the relevant plan, irrespective
of the actual outcome in terms of performance. Where a lapse occurs due to
cessation of employment, the cumulative charge taken to date is reversed.
Movement on ordinary shares granted for significant restricted stock plans:
Non-
vested
1 January
2024
number
m
Granted
number1
m
Forfeited
number
m
Vested
number
m
Non-
vested
31 December
2024
number
m
Executive Performance
Share Plan (EPSP)
23
11
(5)
(4)
25
Bonus-related share
awards
12
7
(1)
(6)
12
Leadership Share
Awards
12
5
(1)
(3)
13
Weighted average fair
value (pence per share)
Executive Performance
Share Plan (EPSP)
950p
738p
980p
949p
853p
Bonus-related share
awards
903p
820p
861p
877p
873p
Leadership Share
Awards
848p
872p
844p
1,026p
821p
Non-
vested
1 January
2023
number
m
Granted
number1
m
Forfeited
number
m
Vested
number
m
Non-
vested
31 December
2023
number
m
Executive Performance
Share Plan (EPSP)
20
8
(1)
(4)
23
Bonus-related share
awards
7
7
(1)
(1)
12
Leadership Share
Awards
11
6
(1)
(4)
12
Weighted average fair
value (pence per share)
Executive Performance
Share Plan (EPSP)
924p
919p
947p
752p
950p
Bonus-related share
awards
950p
862p
925p
910p
903p
Leadership Share
Awards
899p
654p
934p
673p
848p
Note
1 The Granted number of awards for the year ended 31 December 2024 includes 1.2 million
(2023: 0.5 million) of dividend equivalent shares granted on vesting of current year awards
The total fair value of shares vested for all the Group’s restricted stock plans
during the year ended 31 December 2024 was £136 million (2023: £82 million,
2022: £65 million).
SHARE OPTIONS
TERMS OF SHARE OPTION PLANS
The WPP Share Option Plan 2015 (WSOP) is the only active share option plan
within the Group. Two kinds of options over ordinary shares can be granted
under this plan, both with a market value exercise price. Firstly, options can be
granted to employees who have worked at a company owned by WPP plc for
at least two years which are not subject to performance conditions. Secondly,
options may be granted on a discretionary basis subject to the satisfaction of
performance conditions. Grants made to Executive employees under this plan
are on a discretionary basis only. All Share Options are satisfied out of newly
issued shares.
The Group grants stock options with a life of up to ten years, including the
vesting period.
No options are outstanding under the predecessor 'all-employee' Worldwide
Share Ownership Plan (WWOP) and the discretionary Executive Stock Option
Plan. The balance of options outstanding under the Worldwide Share
Ownership Plan at 1 January 2024 of 650,825 ordinary shares (exercise price
£13.15) and 72,695 ADRs (exercise price $102.67) expired in full in the year.
There were no outstanding options under the Executive Stock Option Plan
at 1 January or 31 December 2024.
173
WPP ANNUAL REPORT 2024
FINANCIAL STATEMENTS
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
21. SHARE-BASED PAYMENTS CONTINUED
The aggregate status of the WPP Share Option Plans during 2024 was as follows:
MOVEMENTS ON OPTIONS GRANTED (REPRESENTED IN ORDINARY SHARES)
2024
1 January
m
Granted
m
Exercised1
m
Forfeited
m
Outstanding
31 December
m
Exercisable
31 December
m
WWOP
1
–
–
(1)
–
–
WSOP
24
8
–
(4)
28
12
25
8
–
(5)
28
12
2023
1 January
m
Granted
m
Exercised1
m
Forfeited
m
Outstanding
31 December
m
Exercisable
31 December
m
WWOP
2
–
–
(1)
1
–
WSOP
21
5
–
(2)
24
7
23
5
–
(3)
25
7
WEIGHTED AVERAGE EXERCISE PRICE FOR OPTIONS OVER ORDINARY SHARES AND ADRS
2024
1 January
Granted
Exercised
Forfeited
Outstanding
31 December2
Exercisable
31 December
Ordinary shares (£)
WWOP
13
–
–
13
–
–
WSOP
10
8
7
9
9
11
ADRs ($)
WWOP
103
–
–
103
–
–
WSOP
63
54
45
61
61
73
2023
1 January
Granted
Exercised
Forfeited
Outstanding
31 December
Exercisable
31 December
Ordinary shares (£)
WWOP
13
–
–
13
13
–
WSOP
10
–
8
10
10
–
ADRs ($)
WWOP
106
–
–
110
103
–
WSOP
68
–
49
66
63
44
Notes
1 The exercised number of WSOP shares for the year ended 31 December 2024 is 0.2 million (2023: 0.1 million)
2 The range of exercises prices for the Outstanding Ordinary Shares is £7.07-£17.06 with a weighted average contractual life of 82 months. The range of exercises prices for the Outstanding ADRs is
$44.12-$115.94 with a weighted average contractual life of 85 months
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS CONTINUED
WPP ANNUAL REPORT 2024
174
FINANCIAL STATEMENTS
21. SHARE-BASED PAYMENTS CONTINUED
The weighted average fair value of options granted in the year calculated
using the Black-Scholes model was as follows:
Outstanding
2024
2023
2022
Fair value of UK options (shares)
134.0p
131.0p
177.0p
Fair value of US options (ADRs)
$6.9
$8.6
$11.5
Weighted average assumptions
UK risk-free interest rate
3.8%
4.0%
2.9%
US risk-free interest rate
4.2%
4.5%
4.1%
Expected life (months)
48
48
48
Expected volatility
25.0%
33.0%
32.0%
Dividend yield
4.6%
5.6%
3.9%
Options are issued at an exercise price equal to market value on the date
of grant.
The average share price of the Group for the year ended 31 December 2024
was £7.72 (2023: £8.41, 2022: £9.13) and the average ADR price for the same
period was $49.33 (2023: $52.31, 2022: $56.80). The average share price of the
Group for year ended 31 December 2024 approximates the weighted average
share price during the periods of exercise throughout the year.
Expected volatility is sourced from external market data and represents the
historical volatility in the Group share price over a period equivalent to the
expected option life.
Expected life is based on a review of historical exercise behaviour in the
context of the contractual terms of the options, as described in more detail
on page 173.
22. EMPLOYEE BENEFIT OBLIGATIONS
Companies within the Group operate a large number of pension plans, the
forms and benefits of which vary with conditions and practices in the countries
concerned. The Group’s pension costs are analysed as follows:
2024
£m
2023
£m
2022
£m
Defined contribution plans
202
198
191
Defined benefit plans charge
to operating profit
13
15
14
Pension costs (note 5)
215
213
205
Net interest expense on pension plans (note 6)
4
4
2
219
217
207
DEFINED BENEFIT PLANS
The pension costs are assessed in accordance with the advice of local
independent qualified actuaries. The latest full actuarial valuations for the
various pension plans were carried out at various dates in the last three
years. These valuations have been updated by the local actuaries to
31 December 2024.
The majority of plans provide final salary benefits, with plan benefits typically
based either on mandatory plans under local legislation, termination indemnity
benefits, or on the rules of WPP-sponsored supplementary plans. The
implications of IFRIC 14 have been allowed for where relevant, in particular
with regard to the asset ceiling/irrecoverable surplus.
The Group’s policy is to close existing defined benefit plans to new members.
This has been implemented across a significant number of the pension plans.
Contributions to funded plans are determined in line with local conditions
and practices. Contributions in respect of unfunded plans are paid as they
fall due. The total contributions (for funded plans) and benefit payments
(for unfunded plans) paid for 2024 amounted to £20 million (2023: £20 million,
2022: £24 million). Employer contributions and benefit payments in 2025 are
expected to be approximately £18 million.
(A) ASSETS AND LIABILITIES
At 31 December, the fair value of the assets in the pension plans and the
assessed present value of the liabilities in the pension plans are shown in the
following table:
2024
£m
%
2023
£m
%
Equities
25
10
24
9
Bonds
175
70
170
66
Cash
8
3
18
7
Other
43
17
47
18
Total fair value of assets
251
100
259
100
Present value of liabilities
(365)
(381)
Deficit in the plans
(114)
(122)
Irrecoverable surplus
–
–
Net liability1
(114)
(122)
Plans in surplus2
18
14
Plans in deficit
(132)
(136)
Notes
1 The related deferred tax asset is discussed in note 14
2 The net asset related to plans in surplus of £18 million for 31 December 2024 (2023: £14 million)
is recorded in the consolidated balance sheet within other receivables and prepayments
175
WPP ANNUAL REPORT 2024
FINANCIAL STATEMENTS
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
22. EMPLOYEE BENEFIT OBLIGATIONS CONTINUED
All plan assets have quoted prices in active markets with the exception of
other assets.
Surplus/(deficit) in plans by region
2024
£m
2023
£m
UK
1
1
North America
(23)
(30)
Western Continental Europe
(56)
(60)
Asia Pacific, Latin America, Africa & Middle East and
Central & Eastern Europe
(36)
(33)
Deficit in the plans
(114)
(122)
Some of the Group’s defined benefit plans are unfunded (or largely unfunded)
by common custom and practice in certain jurisdictions. In the case of these
unfunded plans, the benefit payments are made as and when they fall due.
The following table shows the split of the deficit at 31 December between
funded and unfunded pension plans.
2024
Surplus/
(deficit)
£m
2024
Present
value of
liabilities
£m
2023
Surplus/
(deficit)
£m
2023
Present
value of
liabilities
£m
Funded plans by region
UK
1
(9)
1
(9)
North America
11
(174)
7
(183)
Western Continental Europe
(29)
(65)
(34)
(70)
Asia Pacific, Latin America,
Africa & Middle East and
Central & Eastern Europe
(3)
(23)
(5)
(28)
Deficit/liabilities in the
funded plans
(20)
(271)
(31)
(290)
Unfunded plans by region
North America
(34)
(34)
(37)
(37)
Western Continental Europe
(27)
(27)
(26)
(26)
Asia Pacific, Latin America,
Africa & Middle East and
Central & Eastern Europe
(33)
(33)
(28)
(28)
Deficit/liabilities in the
unfunded plans
(94)
(94)
(91)
(91)
Deficit/liabilities in the plans
(114)
(365)
(122)
(381)
In accordance with IAS 19, plans that are wholly or partially funded are
considered funded plans.
(B) ASSUMPTIONS
There are a number of areas in pension accounting that involve estimates
made by management based on advice of qualified advisors. These include
establishing the discount rates, rates of increase in salaries and pensions in
payment, inflation, and mortality assumptions. The main weighted average
assumptions used for the actuarial valuations at 31 December are shown in the
following table:
2024
% pa
2023
% pa
2022
% pa
UK
Discount rate1
5.2
4.7
5.1
Rate of increase in pensions in payment
2.6
2.5
4.4
Inflation
3.2
3.1
3.0
North America
Discount rate1
5.4
4.9
5.2
Rate of increase in salaries2
n/a
n/a
n/a
Western Continental Europe
Discount rate1
3.3
3.4
4.1
Rate of increase in salaries
2.5
2.5
2.5
Rate of increase in pensions in payment
2.0
2.0
2.0
Inflation
2.0
2.0
2.0
Asia Pacific, Latin America, Africa & Middle
East and Central & Eastern Europe
Discount rate1
6.4
6.5
6.4
Rate of increase in salaries
6.2
6.2
5.7
Inflation
2.9
3.4
3.4
Notes
1 Discount rates are based on high-quality corporate bond yields. In countries where there is no
deep market in corporate bonds, the discount rate assumption has been set with regard to the
yield on long-term government bonds
2 The salary assumptions are no longer applicable to the US as all plans were frozen. Active
participants will not accrue additional benefits for future services under these plans
For the Group’s pension plans, the plans’ assets are invested with the objective
of being able to meet current and future benefit payment needs, while
controlling balance sheet volatility and future contributions. Pension plan
assets are invested with a number of investment managers, and assets are
diversified among equities, bonds, insured annuities, property and cash or
other liquid investments. The primary use of bonds as an investment class is to
match the anticipated cash flows from the plans to pay pensions. The Group is
invested in high-quality corporate and government bonds which share similar
risk characteristics and are of equivalent currency and term to the plan
liabilities. Various insurance policies have also been bought historically to
provide a more exact match for the cash flows, including a match for the actual
mortality of specific plan members. These insurance policies effectively
provide protection against both investment fluctuations and longevity risks.
The strategic target allocation varies among the individual plans.
Management considers the types of investment classes in which the pension
plan assets are invested. The types of investment classes are determined by
economic and market conditions and in consideration of specific asset-class
risk. The investment strategy of the Group varies by country, albeit there
was a general directive by the Group in recent years to de-risk the larger
funded plans (mainly in the US and UK) and move towards a liability driven
investment strategy.
Management periodically commissions detailed asset and liability studies
performed by third-party professional investment advisors and actuaries
that generate probability-adjusted expected future returns on those assets.
These studies also project the estimated future pension payments and
evaluate the efficiency of the allocation of the pension plan assets into
various investment categories.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS CONTINUED
WPP ANNUAL REPORT 2024
176
FINANCIAL STATEMENTS
22. EMPLOYEE BENEFIT OBLIGATIONS CONTINUED
At 31 December 2024, the life expectancies underlying the value of the
accrued liabilities for the main defined benefit pension plans operated by the
Group were as follows:
Years life expectancy
after age 65
All
plan
North
America
UK
Western
Continental
Europe
Other1
Current pensioners
(at age 65) – male
21.8
22.0
21.4
21.2
n/a
Current pensioners
(at age 65) – female
23.6
23.5
23.4
24.2
n/a
Future pensioners
(current age 45)
– male
23.4
23.4
23.1
23.4
n/a
Future pensioners
(current age 45)
– female
25.1
24.8
25.2
26.1
n/a
Note
1 Includes Asia Pacific, Latin America, Africa & Middle East and Central & Eastern Europe
The life expectancies after age 65 at 31 December 2023 were 21.8 and 23.6 for
male and female current pensioners (at age 65) respectively, and 23.5 and 25.2
for male and female future pensioners (current age 45), respectively.
In the determination of mortality assumptions, management uses the most
up-to-date mortality tables available in each country.
The following table provides information on the weighted average duration of
the defined benefit pension obligations and the distribution of the timing of
benefit payments for the next ten years. The duration corresponds to the
weighted average length of the underlying cash flows.
All
plan
North
America
UK
Western
Continental
Europe
Other1
Weighted average
duration of the defined
benefit obligation (years)
7.5
6.8
5.4
10.3
5.5
Expected benefit
payments over the
next ten years (£m)
Within 12 months
31
19
1
6
5
In 2026
30
19
1
5
5
In 2027
30
19
1
6
4
In 2028
28
16
1
7
4
In 2029
30
18
1
6
5
In the next five years
144
83
2
31
28
Note
1 Includes Asia Pacific, Latin America, Africa & Middle East and Central & Eastern Europe
The following table presents a sensitivity analysis for each significant actuarial
assumption showing how the defined benefit obligation would have been
affected by changes in the relevant actuarial assumption that were reasonably
possible at the balance sheet date. This sensitivity analysis applies to the
defined benefit obligation only and not to the net defined benefit pension
liability in its entirety, the measurement of which is driven by a number of
factors including, in addition to the assumptions below, the fair value of
plan assets.
The sensitivity analyses are based on a change in one assumption while
holding all other assumptions constant so that interdependencies between
the assumptions are excluded. The methodology applied is consistent with
that used to determine the recognised defined benefit obligation. The
sensitivity analysis for inflation is not shown as it is an underlying assumption
to build the pension and salary increase assumptions. Changing the inflation
assumption on its own without changing the salary or pension assumptions
will not result in a significant change in pension liabilities.
(Decrease)/increase
in benefit obligation
Sensitivity analysis of significant actuarial assumptions
2024
£m
2023
£m
Discount rate
Increase by 25 basis points:
UK
–
–
North America
(3)
(4)
Western Continental Europe
(2)
(2)
Other1
(1)
(1)
Decrease by 25 basis points:
UK
–
–
North America
3
4
Western Continental Europe
2
2
Other1
1
1
Rate of increase in salaries
Increase by 25 basis points:
Western Continental Europe
1
1
Other1
1
–
Decrease by 25 basis points:
Western Continental Europe
(1)
(1)
Other1
(1)
(1)
Rate of increase in pensions in payment
Increase by 25 basis points:
UK
–
–
Western Continental Europe
1
1
Decrease by 25 basis points:
UK
–
–
Western Continental Europe
(1)
(1)
Life expectancy
Increase in longevity by one additional year:
UK
1
1
North America
3
3
Western Continental Europe
3
3
Note
1 Includes Asia Pacific, Latin America, Africa & Middle East and Central & Eastern Europe
(C) PENSION EXPENSE
The following tables show the breakdown of the pension expense between
amounts charged to operating profit and amounts charged to finance costs:
2024
£m
2023
£m
2022
£m
Service cost1
12
12
11
Administrative expenses
1
3
3
Charge to operating profit
13
15
14
Net interest expense on pension plans
4
4
2
Charge to profit before taxation
for defined benefit plans
17
19
16
Note
1 Includes current service cost, past service costs related to plan amendments and (gain)/loss on
settlements and curtailments
The following table shows the breakdown of amounts recognised in other
comprehensive income (OCI):
2024
£m
2023
£m
2022
£m
Return on plan assets (excluding interest income)
(4)
7
(128)
Changes in demographic assumptions underlying
the present value of the plan liabilities
–
(1)
–
Changes in financial assumptions underlying
the present value of the plan liabilities
11
(14)
144
Experience loss arising on the plan liabilities
(4)
(1)
–
Change in irrecoverable surplus
–
–
–
Actuarial gain/(loss) recognised in OCI
3
(9)
16
177
WPP ANNUAL REPORT 2024
FINANCIAL STATEMENTS
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
22. EMPLOYEE BENEFIT OBLIGATIONS CONTINUED
(D) MOVEMENT IN PLAN LIABILITIES
The following table shows an analysis of the movement in the pension plan
liabilities for each accounting period:
2024
£m
2023
£m
2022
£m
Plan liabilities at beginning of year
381
553
689
Service cost1
12
12
11
Interest cost
16
21
16
Actuarial loss/(gain):
Effect of changes in demographic assumptions
–
1
–
Effect of changes in financial assumptions
(11)
14
(144)
Effect of experience adjustments
4
1
–
Benefits paid
(33)
(38)
(52)
(Gain)/loss due to exchange rate movements
(2)
(17)
40
Settlement payments2
(1)
(163)
(9)
Other3
(1)
(3)
2
Plan liabilities at end of year
365
381
553
Notes
1 Includes current service cost, past service costs related to plan amendments and (gain)/loss on
settlements and curtailments
2 During the year ended 31 December 2023, the Group completed the winding-up of two defined
benefit pension plans: The Ogilvy & Mather Group Pension and Life Assurance Plan and the JWT
Pension and Life Assurance Scheme, constituting settlements under IAS 19. The settlements led
to the full elimination of associated plan assets and plan liabilities of £145 million, the fair value of
plan assets equaled the underlying liabilities upon settlement such that there is no impact on
2023 net assets or the income statement
3 Other includes acquisitions, disposals, plan participants’ contributions and reclassifications.
The reclassifications represent certain of the Group’s defined benefit plans which are included
in this note for the first time in the periods presented
(E) MOVEMENT IN PLAN ASSETS
The following table shows an analysis of the movement in the pension plan assets for each
accounting period:
2024
£m
2023
£m
2022
£m
Fair value of plan assets at beginning of year
259
431
552
Interest income on plan assets
12
16
13
Loss on plan assets (excluding interest income)
(4)
6
(127)
Employer contributions
20
20
24
Benefits paid
(33)
(38)
(52)
Gain/(loss) due to exchange rate movements
1
(12)
31
Settlement payments1
(1)
(163)
(9)
Administrative expenses
(1)
(3)
(3)
Other2
(2)
2
2
Fair value of plan assets at end of year
251
259
431
Actual return/(loss) on plan assets
8
22
(114)
Notes
1 During the year ended 31 December 2023, the Group completed the winding-up of two defined
benefit pension plans: The Ogilvy & Mather Group Pension and Life Assurance Plan and the JWT
Pension and Life Assurance Scheme, constituting settlements under IAS 19. The settlements led
to the full elimination of associated plan assets and plan liabilities of £145 million, the fair value of
plan assets equaled the underlying liabilities upon settlement such that there is no impact on
2023 net assets or the income statement
2 Other includes acquisitions, disposals, plan participants’ contributions and reclassifications.
The reclassifications represent certain of the Group’s defined benefit plans which are included
in this note for the first time in the periods presented
23. FINANCIAL RISK MANAGEMENT OBJECTIVES AND POLICIES
CAPITAL RISK MANAGEMENT
The Group manages its capital to ensure that entities in the Group will be able
to continue as a going concern while maximising the return to stakeholders
through the optimisation of debt and equity. The capital structure of the
Group consists of debt, which includes the borrowings disclosed in note 19,
cash and cash equivalents in note 18 and equity attributable to equity holders
of the parent, comprising issued capital, reserves and retained earnings as
disclosed in the consolidated statement of changes in equity and in note 25.
2024
£m
2023
£m
Cash and cash equivalents (note 18)
2,638
2,218
Borrowings due within one year (note 19)
(584)
(946)
Borrowings due after one year (note 19)
(3,744)
(3,775)
Cash and cash equivalents less borrowings
(1,690) (2,503)
Equity
3,734
3,833
Capital
2,044
1,330
FINANCIAL RISK MANAGEMENT
Treasury activity is managed centrally from London, New York and Hong Kong,
and is principally concerned with the monitoring of working capital, managing
external and internal funding requirements and the monitoring and
management of financial market risks, in particular interest rate and foreign
exchange exposures.
The treasury operation is not a profit centre and its activities are carried out
in accordance with policies approved by the Board of Directors and subject
to regular review.
The Group manages liquidity risk by ensuring continuity and flexibility of
funding even in difficult market conditions. Undrawn committed borrowing
facilities are maintained in excess of peak net-borrowing levels and debt
maturities are closely monitored. Targets for average debt less cash position
are set on an annual basis and, to assist in meeting this, working capital targets
are set for all the Group’s major operations.
LIQUIDITY RISK
Liquidity risk is the risk that the Group cannot meet its financial obligations to
repay financial liabilities when they fall due. The Group maintains substantial
cash and cash equivalents which at 31 December 2024 amounted to £2.6 billion
(2023: £2.2 billion) and a five-year Revolving Credit Facility of $2.5 billion
(2023: $2.5 billion) due February 2029, with the option for two further one-year
extensions. The first of the two-year extension options was triggered in
January 2025, effective from February 2025 to extend the maturity to February
2030, which remained undrawn at 31 December 2024 (2023: undrawn).
The Group’s liquidity risk is concentrated towards bond principal repayments
between 2025 and 2046 (2023: 2024 and 2046).
Given its debt maturity profile and available facilities, the Directors
believe the Group has sufficient liquidity to match its requirements for
the foreseeable future.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS CONTINUED
WPP ANNUAL REPORT 2024
178
FINANCIAL STATEMENTS
23. FINANCIAL RISK MANAGEMENT OBJECTIVES AND POLICIES CONTINUED
The following table is an analysis of future anticipated cash flows, in the form of interest and principal repayments, in relation to the Group’s financial liabilities
and derivatives, on an undiscounted basis which, therefore, differs from the fair value and carrying value:
At 31 December 2024
Bank
overdrafts
£m
Bonds1
£m
Lease
liabilities
£m
Total
borrowings
and leases
£m
Trade
payables and
other financial
liabilities2
£m
Total
non-derivative
financial
instruments
£m
Derivative
financial
instruments
receivable
£m
Derivative
financial
instruments
payable
£m
Total
derivative
financial
instruments
£m
Total
£m
Within one year
(171)
(536)
(353)
(1,060)
(12,130)
(13,190)
1,244
(1,296)
(52)
(13,242)
Between one
and two years
–
(736)
(307)
(1,043)
(76)
(1,119)
99
(119)
(20)
(1,139)
Between two
and three years
–
(723)
(281)
(1,004)
(45)
(1,049)
62
(80)
(18)
(1,067)
Between three
and four years
–
(542)
(256)
(798)
(25)
(823)
516
(542)
(26)
(849)
Between four
and five years
–
(359)
(235)
(594)
(13)
(607)
632
(656)
(24)
(631)
Over five years
–
(2,265)
(1,260)
(3,525)
(9)
(3,534)
479
(525)
(46)
(3,580)
(171)
(5,161)
(2,692)
(8,024)
(12,298)
(20,322)
3,032
(3,218)
(186)
(20,508)
Effect of discounting/
financing rates
–
1,004
672
1,676
26
1,702
–
–
134
1,836
Total
(171)
(4,157)
(2,020)
(6,348)
(12,272)
(18,620)
–
–
(52)
(18,672)
At 31 December 2023
Bank
overdrafts
£m
Bonds1
£m
Lease
liabilities
£m
Total
borrowings
and leases
£m
Trade
payables and
other financial
liabilities2
£m
Total
non-derivative
financial
instruments
£m
Derivative
financial
instruments
receivable
£m
Derivative
financial
instruments
payable
£m
Total
derivative
financial
instruments
£m
Total
£m
Within one year
(358)
(711)
(406)
(1,475)
(12,335)
(13,810)
992
(1,018)
(26)
(13,836)
Between one
and two years
–
(535)
(327)
(862)
(84)
(946)
495
(503)
(8)
(954)
Between two
and three years
–
(746)
(282)
(1,028)
(131)
(1,159)
47
(52)
(5)
(1,164)
Between three
and four years
–
(726)
(261)
(987)
(13)
(1,000)
47
(52)
(5)
(1,005)
Between four
and five years
–
(704)
(231)
(935)
(10)
(945)
718
(650)
68
(877)
Over five years
–
(1,859)
(1,265)
(3,124)
(20)
(3,144)
–
–
–
(3,144)
(358)
(5,281)
(2,772)
(8,411)
(12,593)
(21,004)
2,299
(2,275)
24
(20,980)
Effect of discounting/
financing rates
–
918
618
1,536
52
1,588
–
–
7
1,595
Total
(358)
(4,363)
(2,154)
(6,875)
(12,541)
(19,416)
–
–
31
(19,385)
Notes
1 Maturities reflect contractual cash flows applicable except in the event of a change of control or event of default, upon which the noteholder shall have the option to require the issuer to redeem or
repay the notes within 45 days of the notice period
2 Includes deferred income and customer advances of £1,160 million (2023: £1,319 million) within one year. Also includes contingent consideration liabilities, liabilities in respect of put option agreements
with vendors and non-derivative financial liabilities within trade and other payables as disclosed in note 17
179
WPP ANNUAL REPORT 2024
FINANCIAL STATEMENTS
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
23. FINANCIAL RISK MANAGEMENT OBJECTIVES AND POLICIES
CONTINUED
FOREIGN CURRENCY RISK
The Group’s results in pounds sterling are subject to fluctuation as a result
of exchange rate movements. The Group does not hedge this translation
exposure to its earnings but does partially hedge the currency element of
its net assets using foreign currency borrowings, cross-currency swaps,
forward foreign exchange contracts and non-deliverable forward foreign
exchange contracts.
The Group effects these currency net asset hedges by borrowing in the same
currencies as the operating (or “functional”) currencies of its main operating
units. The majority of the Group’s debt is therefore denominated in US dollars,
pound sterling and euros. The Group’s borrowings (including cross currency
swaps) at 31 December 2024 were primarily made up of $1,284 million,
£1,501 million and €2,101 million (2023: $1,874 million, £1,094 million and
€2,100 million). The Group’s average gross debt during the course of 2024
was $1,683 million, £1,900 million and €2,100 million (2023: $2,511 million,
£1,173 million and €2,321 million).
The Group’s operations conduct the majority of their activities in their own
local currency and consequently the Group has no significant transactional
foreign exchange exposures arising from its operations. Any significant
cross-border trading exposures are hedged by the use of forward foreign-
exchange contracts. No speculative foreign exchange trading is undertaken.
INTEREST RATE RISK
The Group is exposed to interest rate risk on both interest-bearing assets and
interest-bearing liabilities. The Group has a policy of actively managing its
interest rate risk exposure using underlying debt, interest rate swaps and
other banking or finance arrangements to achieve a balanced mix of fixed
and floating rate debt. The Group’s interest rate profile and risk is reviewed
regularly at the Group's Treasury Committee.
At 31 December 2024, including the effect of interest rate and cross currency
swaps, 100% of the Group's US dollar, sterling and euro debt is at fixed
interest rates.
Analysis of fixed and floating rate debt by currency including the effect of
interest rate and cross-currency interest rate swaps:
2024
£m
Fixed
rate1
Maturity1
(months)
Currency
$ – fixed
1,026
5.24
91
£ – fixed
1,501
3.53
83
€ – fixed
1,736
2.12
36
4,263
2023
£m
Fixed
rate1
Maturity1
(months)
Currency
$ – fixed
1,472
4.62
66
£ – fixed
1,094
2.97
130
€ – fixed
1,820
2.12
48
4,386
Note
1 Weighted average
SENSITIVITY ANALYSIS
The following sensitivity analysis addresses the effect of currency and interest
rate risks on the Group’s financial instruments. The analysis assumes that all
hedges are highly effective.
CURRENCY RISK
A 10% strengthening of sterling against the Group’s major currencies would
result in the following impacts on the income statement and equity, which
would arise on the retranslation of foreign currency-denominated monetary
items. A 10% weakening of sterling would have an equal and opposite effect.
Impact on
income statement
Gain/(loss)
Impact on equity
Gain/(loss)
2024
£m
2023
£m
2024
£m
2023
£m
US dollar
(82)
41
93
18
Euro
105
186
–
–
INTEREST RATE RISK
A one percentage point increase in market interest rates for all currencies
in which the Group had cash and borrowings at 31 December 2024 would
decrease profit before tax by approximately £13 million (2023 increase of
£19 million). A one percentage point decrease in market interest rates would
have an equal and opposite effect. This has been calculated by applying the
interest rate change to the Group’s variable rate cash and borrowings. Note
that in practice, the Group has a cyclical cash profile throughout the year.
CREDIT RISK
The Group’s principal financial assets are cash and cash equivalents, trade and
other receivables and other investments, the carrying values of which represent
the Group’s maximum exposure to credit risk in relation to financial assets.
The Group’s credit risk is primarily attributable to its trade receivables.
The majority of the Group’s trade receivables are due from large national or
multinational companies where the risk of default is considered low. The
amounts presented in the consolidated balance sheet are net of expected
credit losses, estimated by the Group’s management based on expected
losses, prior experience and their assessment of the current economic
environment. A relatively small number of clients make up a significant
percentage of the Group’s debtors, but no single client represents more
than 6.5% of total trade receivables at 31 December 2024 (2023: 6.3%).
The credit risk on liquid funds and derivative financial instruments is limited
because the counterparties are high-rated (AAA) funds, banks with high credit
ratings assigned by international credit-rating agencies or banks that have
been financed by their government.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS CONTINUED
WPP ANNUAL REPORT 2024
180
FINANCIAL STATEMENTS
23. FINANCIAL RISK MANAGEMENT OBJECTIVES AND POLICIES CONTINUED
FINANCIAL INSTRUMENTS AND HEDGE ACCOUNTING
An analysis of the Group's financial assets and liabilities by accounting classification is set out below:
2024
Derivatives in
designated
hedge
relationships
£m
Held at fair
value through
profit or loss
£m
Held at fair value
through other
comprehensive
income
£m
Amortised
cost
£m
Carrying
value
£m
Current and non-current assets
Trade and other receivables
–
–
–
10,197
10,197
Derivative assets
4
1
–
–
5
Other investments
–
306
92
–
398
Cash and cash equivalents
–
655
–
1,983
2,638
Current and non-current liabilities
Trade and other payables
–
–
–
(10,912)
(10,912)
Deferred income and customer advances
–
–
–
(1,160)
(1,160)
Borrowings
–
–
–
(4,328)
(4,328)
Derivative liabilities
(55)
(2)
–
–
(57)
Contingent consideration liabilities
–
(133)
–
–
(133)
Liabilities in respect of put options
–
–
–
(67)
(67)
(51)
827
92
(4,287)
(3,419)
2023
Derivatives in
designated
hedge
relationships
£m
Held at fair
value through
profit or loss
£m
Held at fair value
through other
comprehensive
income
£m
Amortised
cost
£m
Carrying
value
£m
Current and non-current assets
Trade and other receivables
–
–
–
10,719
10,719
Derivative assets
31
2
–
–
33
Other investments
–
258
75
–
333
Cash and cash equivalents
–
181
–
2,037
2,218
Current and non-current liabilities
Trade and other payables
–
–
–
(10,919)
(10,919)
Deferred income and customer advances1
–
–
–
(1,319)
(1,319)
Borrowings
–
–
–
(4,721)
(4,721)
Derivative liabilities
–
(2)
–
–
(2)
Contingent consideration liabilities
–
(199)
–
–
(199)
Liabilities in respect of put options
–
–
–
(104)
(104)
31
240
75
(4,307)
(3,961)
Note
1 The prior year table has been re-presented to include deferred income and customer advances
Deferred income and customer advances are held at amortised cost and the carrying value approximates the fair value.
181
WPP ANNUAL REPORT 2024
FINANCIAL STATEMENTS
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
23. FINANCIAL RISK MANAGEMENT OBJECTIVES AND POLICIES
CONTINUED
The following table provides an analysis of financial instruments that are
measured subsequent to initial recognition at fair value, grouped into levels 1
to 3 based on the degree to which the fair value is observable, or based on
observable inputs:
Level 1 fair value measurements are those derived from quoted prices
(unadjusted) in active markets for identical assets or liabilities;
Level 2 fair value measurements are those derived from inputs other than
quoted prices included within level 1 that are observable for the asset or
liability, either directly (ie as prices) or indirectly (ie derived from prices);
Level 3 fair value measurements are those derived from valuation techniques
that include inputs for the asset or liability that are not based on observable
market data (unobservable inputs).
2024
Level 1
£m
Level 2
£m
Level 3
£m
Total
£m
Derivatives in designated
hedge relationships
Derivative assets
–
4
–
4
Derivative liabilities
–
(55)
–
(55)
Held at fair value through
profit or loss
Money market funds
655
–
–
655
Other investments
73
–
233
306
Derivative assets
–
1
–
1
Derivative liabilities
–
(2)
–
(2)
Contingent consideration liabilities
–
–
(133)
(133)
Held at fair value through other
comprehensive income
Other investments
3
–
89
92
2023
Level 1
£m
Level 2
£m
Level 3
£m
Total
£m
Derivatives in designated
hedge relationships
Derivative assets
–
31
–
31
Derivative liabilities
–
–
–
–
Held at fair value through
profit or loss
Money market funds
181
–
–
181
Other investments
1
–
257
258
Derivative assets
–
2
–
2
Derivative liabilities
–
(2)
–
(2)
Contingent consideration liabilities
–
–
(199)
(199)
Held at fair value through other
comprehensive income
Other investments
7
–
68
75
Reconciliation of level 3 fair value measurements:
Contingent
consideration
liabilities
£m
Other
investments
£m
1 January 2023
(160)
359
Gains/(losses) recognised in the income statement
51
(27)
Gains recognised in other comprehensive income
–
1
Exchange adjustments
2
–
Additions
(150)
3
Disposals
–
(11)
Settlements
58
–
31 December 2023
(199)
325
Gains/(losses) recognised in the income statement
1
(29)
Exchange adjustments
1
2
Additions
(33)
24
Settlements
97
–
31 December 2024
(133)
322
The fair values of financial assets and liabilities are based on quoted market
prices where available. Where the market value is not available, the Group has
estimated relevant fair values on the basis of available information from outside
sources. There have been no movements between level 3 and other levels.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS CONTINUED
OFFSETTING FINANCIAL ASSETS AND LIABILITIES
Financial assets and liabilities are offset, and the net amount reported in the consolidated balance sheet when there is a legally enforceable right to offset the
recognised amounts and there is an intention to settle on a net basis or realise the asset and settle the liability simultaneously. Derivative financial instruments
that do not meet the criteria for offset could be settled net in certain circumstances under ISDA (‘International Swaps and Derivatives Association’) agreements
where each party has the option to settle amounts on a net basis in the event of default from the other.
The following table sets out the carrying amount of recognised financial instruments that are subject to the above agreements. The column ‘Net amount’ shows
the impact on the Group’s consolidated statement of financial position if offset rights were exercised.
31 December 2024
31 December 2023
Gross amounts
presented in
Balance Sheet
£m
Right of set off
with derivative
counterparties
£m
Net
amount
£m
Gross amounts
presented in
Balance Sheet
£m
Right of set off
with derivative
counterparties
£m
Net
amount
£m
Derivative financial assets
5
(5)
–
33
5
38
Derivative financial liabilities
(57)
5
(52)
(2)
(5)
(7)
Total
(52)
–
(52)
31
–
31
WPP ANNUAL REPORT 2024
182
FINANCIAL STATEMENTS
The hedge ratio for each designation will be established by comparing the
quantity of the hedging instrument and the quantity of the hedged item to
determine their relative weighting, for all of the Group’s existing hedge
relationships the hedge ratio has been determined as 1:1. Designated hedges
are expected to be effective and therefore the impact of ineffectiveness on
profit and loss not expected to be material.
CASH FLOW AND FAIR VALUE HEDGE ACCOUNTING
In March 2024, the Group issued a €600 million bond due September 2029
and a €650 million bond due September 2033. Concurrently, the Group
entered into cross currency swap contracts with receipts of €600 million
and payments of £513 million due in September 2029, cross currency swap
contracts with receipts of €650 million and payments of £556 million due in
September 2033 and a £556 million interest rate swap contract due in March
2025 to mitigate foreign currency and interest rate risks. The Group applied
cash flow hedge accounting for the 2025 and 2029 hedges and fair value
hedge accounting for the 2033 hedge.
In December 2024, the Group repurchased €200 million of the bond due in
May 2028, €249 million of the bond due in September 2029 and €150 million
of the bond due in September 2033. Concurrently, the Group terminated
cross currency swap contracts with receipts of €200 million and payments
of $216 million due in May 2028, cross currency swap contracts with receipts
of €250 million and payments of £214 million due in September 2029, cross
currency swap contracts with receipts of €150 million and payments of
£128 million due in September 2033 and £128 million of interest rate swap
contracts due in March 2025. The Group ceased to apply hedge accounting
for this portion the hedge.
NET INVESTMENT HEDGE ACCOUNTING
In November 2024, the Group entered into cross currency swap contracts
due in September 2029 with receipts of £300 million and payments of
$377 million as a hedge of the Group’s foreign currency translation risk arising
on consolidation of the Group’s net investment in its USD foreign operations.
The Group applied net investment hedge accounting.
In September 2024, $750 million of bonds, designated as hedging instruments
in a net investment hedge relationship, were repaid. The Group ceased to
apply net investment hedge accounting for this portion of the hedge.
HEDGE ACCOUNTING SUMMARY
At 31 December 2024, the Group had the following financial instruments
designated as net investment hedges in respect of the foreign currency
translation risk arising on consolidation of the Group’s net investment in
its USD foreign operations:
– $595 million leg of its cross currency swaps due May 2028
– $377 million leg of its cross currency swaps due September 2029
– $93 million bond due September 2042
– $220 million bond due November 2043
At 31 December 2024, the Group had the following financial derivative
instruments in designated fair value hedging relationships:
– €500 million leg of its cross currency interest rate swaps due
September 2033
At 31 December 2024, the Group had the following financial derivative
instruments in designated cashflow hedging relationships:
– €500 million leg of its cross currency swaps due March 2025
– £428 million interest rate swaps due March 2025
– €550 million leg of its cross currency swaps due May 2028
– €350 million leg of its cross currency swaps due September 2029
– £63 million of non-deliverable forward foreign exchange contracts
due between 2025 and 2028
23. FINANCIAL RISK MANAGEMENT OBJECTIVES AND POLICIES
CONTINUED
CONTINGENT CONSIDERATION LIABILITIES AND LIABILITIES IN
RESPECT OF PUT OPTIONS
Future anticipated payments due to vendors in respect of contingent
consideration liabilities are recorded at fair value, which is the present value
of the expected cash outflows of the obligations. Liabilities in respect of put
option agreements are initially recorded at the present value of the redemption
amount in accordance with IAS 32 and subsequently measured at amortised
cost in accordance with IFRS 9. Both types of obligations are dependent on
the future financial performance of the entity and it is assumed that future
profits are in line with Directors' estimates. The Directors derive their
estimates from internal business plans together with financial due diligence
performed in connection with the acquisition
As of 31 December 2024, the potential undiscounted amount of future payments
that could be required under the contingent consideration agreements for
acquisitions completed in the current year and for all contingent consideration
agreements ranges from £nil to £51 million (2023: £nil to £326 million) and
£nil to £594 million (2023: £nil to £753 million), respectively. The decrease in
maximum potential undiscounted amount of future payments for all contingent
consideration agreements is due to arrangements that have been completed
and paid, or amended, which is partially offset by contingent consideration
agreements related to current year acquisitions or increases in ownership.
For certain current year step-up acquisitions the maximum payment under
the contingent consideration agreement is not limited.
At 31 December 2024, the weighted average growth rate in estimating
future financial performance of contingent consideration liabilities was 21.5%
(2023: 14.3%). The weighted average of the risk-adjusted discount rate applied
to these obligations at 31 December 2024 was 4.9% (2023: 6.3%). A change to
either of these inputs to reflect a reasonably possible alternative assumption
would not result in a significant change to the fair value.
OTHER INVESTMENTS
The fair value of other investments included in level 1 is based on quoted
market prices. Other investments included in level 3 are unlisted securities,
where market value is not readily available. The Group has estimated relevant
fair values on the basis of information from outside sources using the most
appropriate valuation technique, including external funding rounds and
earnings multiples. The sensitivity to changes in unobservable inputs is
specific to each individual investment. A change to one or more of these
unobservable inputs to reflect a reasonably possible alternative assumption
would not result in a significant change to the fair value.
HEDGE ACCOUNTING
The Group uses foreign currency borrowings, foreign currency forwards and
swaps, interest rate swaps and cross-currency interest rate swaps for the
purpose of hedging its foreign currency and interest rate risks. The Group may
designate certain financial instruments as fair value hedges, cash flow hedges
or net investment hedges in accordance with IFRS 9.
Hedge effectiveness is determined at the inception of the hedge relationship,
and through periodic prospective effectiveness assessments to ensure that
an economic relationship exists between the hedged item and hedging
instrument. Sources of hedge effectiveness will depend on the hedge
relationship designation but may include:
– a significant change in the credit risk of either party to the hedging
relationship
– a timing mismatch between the hedging instrument and the hedged item;
– movements in foreign currency basis spread for derivatives in a fair
value hedge;
– impairment to the Group’s net investment in US dollars
183
WPP ANNUAL REPORT 2024
FINANCIAL STATEMENTS
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
23. FINANCIAL RISK MANAGEMENT OBJECTIVES AND POLICIES CONTINUED
The following table represents the Group’s continued designated hedge relationships under IFRS 9.
Cash flow hedges
of foreign
currency risk1
Cash flow hedges
of interest
rate risk2
Fair value hedges of
foreign currency and
interest rate risk
Net investment
hedges of foreign
currency risk
2024
2023
2024
2023
2024
2023
2024
2023
Carrying amount of derivative hedging instruments3
£(56)m
£(17)m
–
–
£(15)m
–
£20m
£48m
Carrying amount of non-derivative
hedging instruments (bonds)
–
–
–
–
–
–
£(244)m
£(835)m
Notional amount of hedged items
€1,400m
€1,250m
£428m
–
€500m
–
–
–
Notional amount of hedging instruments
€1,400m
€1,250m
£428m
–
€500m
–
US$1,285m
US$1,874m
Notional amount of hedged net assets
–
–
–
–
–
–
US$1,285m
US$1,874m
Change in fair value of hedged items gain/(loss)
£2m
£32m
–
–
£4m
–
£3m
£(108)m
Change in fair value of hedging instrument (loss)/gain
£(5)m
£(29)m
–
–
£(7)m
–
£(3)m
£110m
Hedge ineffectiveness (loss)/gain
£(3)m
£3m
–
–
£(3)m
–
–
£2m
Fair value (loss)/gain arising on hedging instruments
deferred to OCI
£(35)m
£(43)m
–
–
–
–
£(3)m
£108m
Fair value amounts reclassified to profit and loss
£58m
£44m
–
–
–
–
–
–
Maturity date
2025-29
2025-28
2025
–
2033
–
2028-43
2024-43
Weighted average interest rate
4.45%
4.43%
4.96%
–
SONIA
–
5.24%
4.62%
Weighted average FX rate4
1.14
1.13
–
–
1.17
–
1.24
1.23
Notes
1 Relates to fix to fix Euro to GBP cross currency swaps designated as cash flow hedges
2 Relates to float to fix GBP interest rate swaps
3 This amount is presented in trade and other receivables, and trade and other payables. The use of derivatives may entail a derivative transaction qualifying for more than one hedge type designation
under IFRS 9. Therefore, the carrying amounts are grossed up by hedge type, whereas they are presented at an instrument level in the balance sheet
4 Weighted average fx rate is GBP against the currency in which the hedged item is presented
24. AUTHORISED AND ISSUED SHARE CAPITAL
Equity
ordinary
shares1
Nominal
value
£m
Authorised
1 January 2022
1,750,000,000
175
31 December 2022
1,750,000,000
175
31 December 2023
1,750,000,000
175
31 December 2024
1,750,000,000
175
Issued and fully paid
1 January 2022
1,224,459,550
122
Exercise of share options
125,700
–
Share cancellations
(83,157,954)
(8)
At 31 December 2022
1,141,427,296
114
Exercise of share options
85,900
–
At 31 December 2023
1,141,513,196
114
Exercise of share options
248,625
–
Share cancellations
(50,367,570)
(5)
At 31 December 2024
1,091,394,251
109
Note
1 Ordinary shares have a par value of £0.10
COMPANY’S OWN SHARES
The Company’s holdings of own shares are stated at cost and represent shares
held in treasury and purchases by the Employee Share Ownership Plan (ESOP)
trusts of shares in the Company for the purpose of funding certain of the
Group’s share-based incentive plans.
The trustees of the ESOP purchase the Company’s ordinary shares in the
open market using funds provided by the Company. The Company also
has an obligation to make regular contributions to the ESOP to enable
it to meet its administrative costs. The number and market value of the
ordinary shares of the Company held by the ESOP at 31 December 2024
was 39,769 (2023: 490,646, 2022: 1,211,974), and £0.3 million (2023: £4 million,
2022: £10 million) respectively. The number and market value of ordinary
shares held in treasury at 31 December 2024 was 12,591,893 (2023: 66,675,497,
2022: 70,489,953) and £104 million (2023: £502 million, 2022: £578 million)
respectively.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS CONTINUED
WPP ANNUAL REPORT 2024
184
FINANCIAL STATEMENTS
25. OTHER RESERVES
Other reserves comprise the following:
Capital
redemption
reserve
£m
Equity
reserve
£m
Hedging
reserve
£m
Translation
reserve
£m
Total
other
reserves
£m
Balance at 1 January 2022
14
(577)
–
227
(336)
Foreign exchange differences on translation of foreign operations
–
–
–
408
408
Loss on net investment hedges
–
–
–
(141)
(141)
Cash flow hedges:
Fair value gain arising on hedging instruments
–
–
38
–
38
Amounts reclassified to profit or loss
–
–
(38)
–
(38)
Share of other comprehensive income of associate undertakings
–
–
–
32
32
Share cancellations
8
–
–
–
8
Recognition and remeasurement of financial instruments
–
102
–
–
102
Share purchases – close period commitments
–
212
–
–
212
Balance at 31 December 2022
22
(263)
–
526
285
Foreign exchange differences on translation of foreign operations
–
–
–
(404)
(404)
Gain on net investment hedges
–
–
–
108
108
Cash flow hedges:
Fair value loss arising on hedging instruments
–
–
(43)
–
(43)
Amounts reclassified to profit or loss
–
–
44
–
44
Share of other comprehensive income of associate undertakings
–
–
–
(1)
(1)
Recognition/derecognition of liabilities in respect of put options
–
198
–
–
198
Balance at 31 December 2023
22
(65)
1
229
187
Foreign exchange differences on translation of foreign operations
–
–
–
(70)
(70)
Loss on net investment hedges
–
–
–
(3)
(3)
Cash flow hedges:
Fair value loss arising on hedging instruments
–
–
(35)
–
(35)
Amounts reclassified to profit or loss
–
–
58
–
58
Cost of hedging
–
–
(8)
–
(8)
Share cancellations
5
–
–
–
5
Net movement in own shares held by ESOP Trusts
–
–
–
(8)
(8)
Recognition/derecognition of liabilities in respect of put options
–
25
–
–
25
Balance at 31 December 2024
27
(40)
16
148
151
The capital redemption reserve relates entirely to share cancellations.
The equity reserve primarily relates to the recognition/derecognition of liabilities in respect of put option agreements entered into by the Group as part of a
business combination that allows non-controlling shareholders to sell their shares to the Group in the future. During 2023, the Company sold a portion of its
ownership of FGS to KKR. As part of this transaction the previous put option granted to management shareholders was derecognised. During 2021, the Company
entered into an agreement with a third party to conduct share buybacks on its behalf in the close period commencing on 16 December 2021 and ending on
18 February 2022, in accordance with UK listing rules. The commitment resulting from this agreement constituted a liability at 31 December 2021 and was also
recognised as a movement in the equity reserve in the year ended 31 December 2021. After the close period ended on 18 February 2022, the liability was settled
and the amount in other reserves was reclassified to retained earnings.
The hedging reserve comprises the effective portion of the cumulative net change in fair value of cash flow hedges less amounts reclassified to profit or loss.
The translation reserve contains the accumulated gains/(losses) on currency translation of foreign operations arising on consolidation.
The translation reserve comprises:
2024
£m
2023
£m
2023
£m
Balance relating to continuing net investment hedges
(86)
(53)
(144)
Balance relating to discontinued net investment hedges
(38)
(68)
(85)
Balance relating to foreign exchange differences on translation of foreign operations
272
350
755
148
229
526
185
WPP ANNUAL REPORT 2024
FINANCIAL STATEMENTS
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
26. ORDINARY DIVIDENDS
Amounts recognised as distributions to equity holders in the year:
2024
2023
2022
2024
2023
2022
Per share
Pence per share
£m
£m
£m
Final dividend in
respect of the
prior year
24.4p
24.4p
18.7p
263
262
203
Interim dividend
in respect of the
current year
15.0p
15.0p
15.0p
162
161
162
39.4p
39.4p
33.7p
425
423
365
2024
2023
2022
2024
2023
2022
Per ADR1
Cents per ADR
$m
$m
$m
Final dividend in
respect of the
prior year
151.7¢
150.8¢
128.6¢
327
324
280
Interim dividend
in respect of the
current year
95.9¢
93.3¢
92.7¢
207
200
200
247.6
244.1¢
221.3¢
534
524
480
Proposed final dividend for the year ended 31 December 2024:
2024
2023
2022
Per share
Pence per share
Final dividend
24.4p
24.4p
24.4p
2024
2023
2022
Per ADR1
Cents per share
Final dividend
156.0¢
151.7¢
150.8¢
Note
1 These figures have been translated for convenience purposes only, using the approximate
average rate for the year of US$1.2785 (2023: US$1.2438, 2022: US$1.2363) This conversion
should not be construed as a representation that the pound sterling amounts actually represent,
or could be converted into, US dollars at the rates indicated
The payment of dividends will not have any tax consequences for the Group.
Final dividends are paid in the subsequent year to which they relate.
At 31 December 2024 the WPP plc (the parent Company) distributable
reserves amounted to £4,012 million (2023: £4,798 million) which, under the
Companies (Jersey) Law 1991, is total reserves excluding share capital and
capital redemption reserve. Further details of the Company’s share capital
are shown in note 24.
27. ACQUISITIONS
The Group acquired a number of subsidiaries in the year and in the prior year.
The net assets of the business acquired are reflected in the Group's financial
statements at their fair value at acquisition date. The fair value of the
consideration and the assets and liabilities acquired are summarised below.
Fair value
2024
£m
Fair value
2023
£m
Intangible assets
17
141
Current assets
20
41
Other assets
–
3
Other liabilities
–
(49)
Other current liabilities
(8)
(37)
Other non-current liabilities
(4)
(6)
Deferred tax liabilities
(4)
(34)
Net Assets
21
59
Non-controlling interests
–
(2)
Goodwill
34
298
Consideration
55
355
Consideration satisfied by:
Cash
47
227
Payments due to vendors
8
128
Goodwill arising from acquisitions represents the value of synergies and
assembled workforce to deliver services to our clients. Goodwill that is
expected to be deductible for tax purposes is nil (2023: £62 million).
Non-controlling interests in acquired companies are measured at the
non-controlling interests’ proportionate share of the acquiree’s identifiable
net assets. There were no newly acquired subsidiaries with non-controlling
interests that are individually material to the Group.
The contribution to revenue and operating profit of acquisitions completed
in the year was not material. There were no material acquisitions completed
between 31 December 2024 and the date the financial statements have been
authorised for issue.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS CONTINUED
WPP ANNUAL REPORT 2024
186
FINANCIAL STATEMENTS
28. DISPOSALS OF SUBSIDIARIES
DISPOSAL OF FGS GLOBAL
On 7 August 2024, the Group announced its intention to dispose of its 50.4%
investment in FGS Global ("FGS"). On 2 December 2024, the disposal of FGS
to Kite Bidco Inc., an entity controlled by Kohlberg Kravis Roberts & Co. L.P.
("KKR") was completed. Cash consideration of £613 million was received on
the completion date. In addition, as part of the disposal agreement, loans
owing by FGS to WPP Group entities totalling £93 million were settled. These
loans were included as Borrowings in the balance sheet of FGS at disposal and
were settled separately to the cash consideration.
£m
Goodwill
448
Intangible assets
60
Right of use assets
59
Cash and cash equivalents1
93
Trade and other receivables
106
Accrued income
24
Other assets
29
Total assets
819
Borrowings
(93)
Lease liabilities
(74)
Deferred income
(16)
Trade and other payables
(93)
Deferred tax liabilities
(33)
Other liabilities
(3)
Total liabilities
(312)
Net assets
507
Non-controlling interests
(100)
Net assets disposed
407
Consideration received1
613
Gain on disposal before income tax and reclassification
of foreign currency translation reserve
206
Reclassification of foreign currency translation reserve
69
Gain on disposal before income tax
275
Income tax expense on gain
(79)
Gain on disposal after income tax
196
Note
1 Consideration received less cash and cash equivalents disposed is included within 'Disposals of
investments and subsidiaries' in investing activities in the consolidated cash flow statement
OTHER DISPOSALS
Proceeds from the disposal of other investments and subsidiaries during the
year, less cash and cash equivalents disposed, amounted to £33 million
(2023: £99 million), which is included within 'Disposals of investments and
subsidiaries' in investing activities in the consolidated cash flow statement.
29. RELATED PARTY TRANSACTIONS
The Group enters into transactions with its associate undertakings, primarily in
relation to pass-through billing arrangements.
The following amounts were outstanding at 31 December 2024 and 2023:
2024
£m
2023
£m
Amounts owed by related parties
68
74
Amounts owed to related parties
(104)
(75)
There are no material provisions for doubtful debts relating to these balances
and no material expense has been recognised in the income statement in
relation to bad or doubtful debts for 2024 or 2023.
30. EVENTS AFTER THE REPORTING PERIOD
There were no events after the reporting period that require disclosure.
187
WPP ANNUAL REPORT 2024
FINANCIAL STATEMENTS
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
OUR AUDIT APPROACH
OVERVIEW
Audit scope
– PwC component teams were deployed to perform audit procedures at
46 in-scope reporting units, only one of which is considered to be
individually financially significant due to size
– The group audit team completed audit procedures over the consolidation
and material balances and transactions processed centrally
– The operating units where we conducted audit procedures, together with
work performed at corporate functions and at the group level, accounted
for approximately 56% of the group’s revenue and approximately 80% of
the group’s total assets
Key audit matters
– Impairment assessment of goodwill related to the AKQA Group and Landor
cash generating units
Materiality
– Overall materiality: £73m based on approximately 5% of headline profit
before tax
– Performance materiality: £36m representing a 50% haircut on overall
materiality
THE SCOPE OF OUR AUDIT
As part of designing our audit, we determined materiality and assessed the
risks of material misstatement in the financial statements.
KEY AUDIT MATTERS
Key audit matters are those matters that, in the auditors’ professional
judgement, were of most significance in the 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) identified by the auditors,
including those which 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, and any comments we make on the results
of our procedures thereon, 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.
INDEPENDENT AUDITORS’ REPORT
TO THE MEMBERS OF WPP PLC
REPORT ON THE AUDIT OF THE FINANCIAL STATEMENTS
OPINION
In our opinion, the consolidated financial statements of WPP plc (the “company”)
and its subsidiaries (together the “group”):
– give a true and fair view of the state of the group’s affairs at
31 December 2024 and of its profit and cash flows for the year then ended;
– have been properly prepared in accordance with International Financial
Reporting Standards (“IFRSs”) as issued by the International Accounting
Standards Board (“IASB”); and
– have been prepared in accordance with the requirements of the Companies
(Jersey) Law 1991.
We have audited the financial statements, included within the Annual Report &
Accounts 2024 (the “Annual Report”), which comprise: the consolidated
balance sheet at 31 December 2024; the consolidated income statement, the
consolidated statement of comprehensive income, the consolidated cash flow
statement and the consolidated statement of changes in equity for the year
then ended; and the notes to the financial statements, comprising material
accounting policy information and other explanatory information.
Our opinion is consistent with our reporting to the Audit Committee.
BASIS FOR OPINION
We conducted our audit in accordance with International Standards on
Auditing (UK) (“ISAs (UK)”) and applicable law. Our responsibilities under ISAs
(UK) are further described in the auditors’ responsibilities for the audit of the
financial statements section of our report. We believe that the audit evidence
we have obtained is sufficient and appropriate to provide a basis for our
opinion.
INDEPENDENCE
We remained independent of the group in accordance with the ethical
requirements that are relevant to our audit of the financial statements in the
UK, which include the Financial Reporting Council’s (“FRC”) Ethical Standard,
as applicable to listed public interest entities in accordance with the
requirements of the Crown Dependencies’ Audit Rules and Guidance for
Market-Traded Companies and we have fulfilled our other ethical
responsibilities in accordance with these requirements. To the best of our
knowledge and belief, we declare that non-audit services prohibited by the
FRC’s Ethical Standard were not provided subject to one exception. During
2023 and prior to our formal appointment as the group’s auditors for the year
ended 31 December 2024, we identified that we had been engaged by one of
the group’s subsidiaries to provide tax advice related to tax return disclosures
for certain shareholders of that subsidiary, which is a prohibited service under
paragraph 5.40 of the FRC Revised Ethical Standard 2019. The service related
to an immaterial subsidiary that did not form part of our evidence in respect of
the audit of the group’s consolidated financial statements and had no impact
on the accounting records or internal controls over financial reporting. Based
on our assessment of this breach, the nature and scope of the service and the
subsequent actions taken, we confirm that the provision of this service has not
affected our professional judgements in connection with our audit and we
therefore remained independent for the purposes of the audit.
Other than those disclosed in note 3, we have provided no non-audit services
to the company or its controlled undertakings in the period under audit.
188
FINANCIAL STATEMENTS
WPP ANNUAL REPORT 2024
This is not a complete list of all risks identified by our audit.
Key audit matter
How our audit addressed the key audit matter
Impairment assessment of goodwill related to the AKQA Group and Landor
cash generating units
At 31 December 2024, the group had £7,610m (2023: £8,389m) of goodwill.
The goodwill associated with AKQA Group and Landor cash generating units
(“CGUs”) amounted to £435m and £89m respectively. Goodwill is tested for
impairment annually at 30 September or more frequently if impairment
indicators exist. During the year, the group recognised a £237m impairment
charge, of which £158m related to the AKQA Group.
Potential impairments are identified by comparing the recoverable amount
of a CGU to its carrying value, including goodwill. The recoverable amount is
determined as the higher of value in use or fair value less costs of disposal, both
of which are estimated by management using discounted cash flow models.
The carrying value of goodwill is therefore dependent on estimates of
future cash flows and there is a risk that if management does not achieve
these cash flow estimates it could give rise to further impairment charges.
This risk increases in periods when CGU trading performance does not
meet expectations.
The impairment assessments performed by management contain a number
of assumptions. The assumptions used included forecasted revenue less
pass-through costs growth, operating margins, long-term growth rates and
post-tax discount rates. Changes in these assumptions can result in materially
different impairment charges or available headroom. Management has
identified revenue less pass-through costs growth and operating margins
as key sources of estimation uncertainty.
Refer to the critical judgements and estimation uncertainty in applying
accounting policies section of the accounting policies and to note 11 for
management’s disclosures.
We evaluated and tested the design and operation of key controls in place
over the goodwill impairment assessment process and over the group’s
forecasting process.
We obtained management’s impairment models at 30 September 2024 and
we validated their mathematical integrity and compliance with the applicable
accounting standards. We validated the carrying amounts of the net assets
subject to impairment testing to the underlying accounting records, making
sure that there was appropriate consistency between the assets and liabilities
that were included and the related cash flows. We tested the completeness
and accuracy of the underlying data used in the discounted cash flow model,
compared the cash flow projections to the strategic plan and assessed how
these projections are compiled. We evaluated the historical accuracy of
management’s budgeting and forecasting.
We performed independent sensitivity analysis to identify the assumptions
that could reasonably cause a material change in the impairment charge for
AKQA Group and Landor. We evaluated the reasonableness of the assumptions
including revenue less pass-through costs growth, operating margins,
long-term growth rates and post-tax discount rates. We considered growth
rates in comparison to past performance and external market and industry
data to assess whether the forecasts are achievable and realistic. We
considered whether the assumptions were consistent with evidence obtained
in other areas of the audit.
Deploying our valuations experts, we assessed the long-term growth rate
and post-tax discount rate applied to each CGU compared with third party
information, the group’s cost of capital and relevant risk factors. We also
compared the earnings multiples implied by the discounted cash flow models
to recent acquisitions and peer companies.
Management assessed that climate change factors do not have a material
impact on the recoverable value of the CGUs. We considered the extent to
which each CGU and the underlying client sectors which it serves are exposed
to climate change risk and the forecast cost required to meet the group’s
carbon reduction commitments.
We checked for any additional indicators of impairment at 31 December 2024
by considering full year performance and latest forecasts.
We have assessed management’s disclosures in light of the impairment testing
we performed and IFRS requirements.
Based on the procedures performed, we noted no material issues arising from
our work.
189
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF WPP PLC
FINANCIAL STATEMENTS
WPP ANNUAL REPORT 2024
HOW WE TAILORED THE AUDIT SCOPE
We tailored the scope of our audit to ensure that we performed enough work
to be able to give an opinion on the financial statements as a whole, taking
into account the structure of the group, the accounting processes and controls
and the industry in which it operates.
The financial statements are a consolidation of over 750 components, which
comprise the group’s operating businesses along with its centralised functions
at the group, network and regional levels. In establishing the overall approach
to the group audit, we determined the type of work that needed to be
performed at the components by us, as the group engagement team, or by
component auditors of other PwC network firms under our instruction. We
deployed component auditors to perform audit procedures at 46 in-scope
components, including one financially significant component due to size in the
US. We performed further audit procedures centrally over financial information
at an additional 44 components to achieve sufficient coverage over
consolidated balances and transactions. We supplemented these procedures
over the group’s operating businesses by completing testing at the network
and regional levels, covering the network and regional hubs for all operating
businesses included in our scope.
Where the work was performed by component auditors, we determined
the level of involvement we needed to have in the audit work at those
components to be able to conclude whether sufficient appropriate audit
evidence had been obtained as a basis for our opinion on the financial
statements as a whole. In addition to instructing and reviewing the reporting
from our component audit teams, we were in regular dialogue with all of
our component teams throughout the audit period, we led audit planning
workshops and calls with key component team leaders to align on risk
assessment and approach to key areas of the audit, we conducted file reviews
for certain components and we participated in key meetings with local
management. We made site visits to the US, China, Australia and Germany to
meet with our component teams and local management in the group’s largest
markets in person. We also undertook the same oversight procedures for the
UK-based components included in our scope for which our component teams
are based in the same office as the group audit team.
The consolidation, financial statement disclosures and certain balances and
transactions processed centrally by management in the UK were audited by
the group audit team. This included procedures related to taxation, treasury,
pensions, impairment and elements of expected credit losses on trade
receivables.
Taken together, the audit procedures carried out by the group and component
audit teams provided coverage of approximately 56% of the group’s revenue
and approximately 80% of the group’s total assets. No individual component
not included in our group audit scope contributed more than 3% to the
group’s revenue. This provided the evidence we needed for our opinion on
the consolidated financial statements taken as a whole. This coverage was
before considering the contribution to our audit evidence from performing
audit work at the group level, including disaggregated analytical review
procedures, which covered certain of the group’s smaller and lower risk
components that were not directly included in our group audit scope.
THE IMPACT OF CLIMATE RISK ON OUR AUDIT
Our audit involved enquiring with management to understand the process
to assess the extent of the potential impact of climate-related risks on the
group and its consolidated financial statements. The group identified the
following climate-related risks: increased frequency of extreme weather and
climate-related natural disasters; delivering carbon reduction commitments;
change in regulation and reporting standards; and increased reputational
risk associated with misrepresenting environmental claims in marketing
and advertising content and working on client briefs perceived to be
environmentally detrimental. We considered the completeness of these
risks by reference to our knowledge of the business, the risks identified by
competitors and other sources such as the group’s submission to the Carbon
Disclosure Project. As disclosed within the accounting policies section of the
consolidated financial statements, management has assessed there to be no
material impact of climate change on the consolidated financial statements.
We assessed that the key area in the consolidated financial statements which
is more likely to be materially impacted by climate change is the recoverability
of goodwill. As part of our audit, we challenged how management had
identified and incorporated the costs of meeting its 2025 scope 1 and 2 and
2030 scope 3 reduction targets within the forecasts. We also considered other
areas of the financial statements dependent on forecasts, including
the recoverability of deferred tax assets and the group’s going concern
assessment. Due to the short time horizon of the going concern assessment
and the period over which deferred tax assets are recovered, we concluded
that climate change does not have a material impact over these judgements.
We evaluated how management assessed the exposure to physical risks
at its key locations and whether the useful economic lives over which
property-related assets are depreciated were appropriate in this context.
We did not identify any matters as part of this work which were inconsistent
with the disclosures in the Annual Report or which led to any material
adjustments to the consolidated financial statements. In addition, with the
assistance of PwC specialists, we assessed the Task Force on Climate-Related
Financial Disclosures (“TCFD”) recommended disclosures and we read the
disclosures made in relation to climate-related risks in the other information
within the Annual Report. We considered the consistency of these disclosures
with the consolidated financial statements and the knowledge obtained
from our audit. Our responsibility over the other information presented in
the Annual Report is further described in the reporting on other information
section of our report.
Our procedures did not identify any material impact in the context of our audit
of the consolidated financial statements as a whole or on our key audit matter
for the year ended 31 December 2024.
INDEPENDENT AUDITORS' REPORT
TO THE MEMBERS OF WPP PLC CONTINUED
190
FINANCIAL STATEMENTS
WPP ANNUAL REPORT 2024
MATERIALITY
The scope of our audit was influenced by our application of materiality. We set
certain quantitative thresholds for materiality. These, together with qualitative
considerations, helped us to determine the scope of our audit and the nature,
timing and extent of our audit procedures on the individual financial statement
line items and disclosures and in evaluating the effect of misstatements, both
individually and in aggregate on the financial statements as a whole.
Based on our professional judgement, we determined materiality for the
financial statements as a whole as follows:
Overall group materiality £73m
How we determined it
Approximately 5% of headline profit before tax
Rationale for
benchmark applied
The group’s principal measure of performance
is headline profit, which excludes certain items
from statutory profit that management believes
are non-trading and/or that are large, unusual
and non-recurring. We took this measure into
account in determining our materiality as it is
the metric against which the performance of
the group is most commonly assessed by
management and reported to shareholders.
For each component in the scope of our group audit, we allocated a
materiality that is less than our overall group materiality. The range of
materiality allocated across components was between £4m and £30m.
We use performance materiality to reduce to an appropriately low level the
probability that the aggregate of uncorrected and undetected misstatements
exceeds overall materiality. Specifically, we use performance materiality in
determining the scope of our audit and the nature and extent of our testing
of account balances, classes of transactions and disclosures, for example in
determining sample sizes. Our performance materiality was set at 50% of
overall materiality, amounting to £36m for the consolidated financial statements.
In determining the performance materiality, we considered a number of
factors, including the history of misstatements, risk assessment and aggregation
risk and the effectiveness of controls along with the fact that this was a first
year audit, and we concluded that an amount at the lower end of our normal
range was appropriate.
We agreed with the Audit Committee that we would report to them
misstatements identified during our audit above £4m as well as misstatements
below that amount that, in our view, warranted reporting for qualitative reasons.
CONCLUSIONS RELATING TO GOING CONCERN
Our evaluation of the directors’ assessment of the group’s ability to continue
to adopt the going concern basis of accounting included:
– Evaluating and testing the group’s key controls over the going concern and
budgeting and forecasting process;
– Evaluating management’s base case and severe but plausible downside
scenarios by validating key assumptions including revenue less pass-through
costs and forecast operating margins. We also assessed management’s
reverse stress test and we considered whether the declines in revenue
less pass-through costs needed to eliminate the available liquidity were
reasonably possible by reference to past experience. This work also
considered the appropriateness of the mitigating measures modelled
by management in the event of such declines;
– Assessing the historical accuracy and reasonableness of management’s
budgeting and forecasting;
– Validating the liquidity available to the group including through reviewing
and understanding the key terms of all committed debt facilities and
assessing the availability of the facilities. We also validated that scheduled
debt repayments had been incorporated into the directors' assessment;
– Testing the mathematical integrity of management’s models and liquidity
headroom, sensitivity and reverse stress testing calculations; and
– Assessing the adequacy of the related going concern disclosures in the
Annual Report.
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 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 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.
However, because not all future events or conditions can be predicted,
this conclusion is not a guarantee as to the group’s ability to continue as
a going concern.
In relation to the directors’ reporting on how they have 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.
191
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF WPP PLC
FINANCIAL STATEMENTS
WPP ANNUAL REPORT 2024
REPORTING ON OTHER INFORMATION
The other information comprises all of the information in the Annual Report
other than the financial statements and our auditors’ report thereon.
The directors are responsible for the other information. Our opinion on the
financial statements does not cover the other information and, accordingly,
we do not express an audit opinion or, except to the extent otherwise
explicitly stated in this report, any form of assurance thereon.
In connection with our audit of the financial statements, 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 an apparent material inconsistency or material
misstatement, we are required to perform procedures to conclude whether
there is a material misstatement of the financial statements or a material
misstatement of the other information. 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. We have nothing to report
based on these responsibilities.
CORPORATE GOVERNANCE STATEMENT
The Listing Rules require us to review the directors’ statements in relation
to going concern, longer-term viability and that part of the corporate
governance statement relating to the company’s compliance with the
provisions of the UK Corporate Governance Code specified for our review.
Our additional responsibilities with respect to the corporate governance
statement as other information are described in the reporting on other
information section of this report.
Based on the work undertaken as part of our audit, we have concluded that
each of the following elements of the corporate governance statement,
included within the Corporate Governance section is materially consistent
with the financial statements and our knowledge obtained during the audit
and we have nothing material to add or draw attention to in relation to:
– The directors’ confirmation that they have carried out a robust assessment
of the emerging and principal risks;
– The disclosures in the Annual Report that describe those principal risks,
what procedures are in place to identify emerging risks and an explanation
of how these are being managed or mitigated;
– The directors’ statement in the financial statements about whether they
considered it appropriate to adopt the going concern basis of accounting
in preparing them and their identification of any material uncertainties to
the group’s ability to continue to do so over a period of at least twelve
months from the date of approval of the financial statements;
– The directors’ explanation as to their assessment of the group’s prospects,
the period this assessment covers and why the period is appropriate; and
– The directors’ statement as to whether they have a reasonable expectation
that the company will be able to continue in operation and meet its
liabilities as they fall due over the period of its assessment, including any
related disclosures drawing attention to any necessary qualifications or
assumptions.
Our review of the directors’ statement regarding the longer-term viability
of the group was substantially less in scope than an audit and only consisted
of making inquiries and considering the directors’ process supporting their
statement; checking that the statement is in alignment with the relevant
provisions of the UK Corporate Governance Code; and considering whether
the statement is consistent with the financial statements and our knowledge
and understanding of the group and its environment obtained in the course
of the audit.
In addition, 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 and our
knowledge obtained during the audit:
– The directors’ statement that they consider the Annual Report, taken as a
whole, is fair, balanced and understandable and provides the information
necessary for the members to assess the group’s position, performance,
business model and strategy;
– The section of the Annual Report that describes the review of effectiveness
of risk management and internal control systems; and
– The section of the Annual Report describing the work of the Audit
Committee.
We have nothing to report in respect of our responsibility to report when the
directors’ statement relating to the company’s compliance with the Code
does not properly disclose a departure from a relevant provision of the Code
specified under the Listing Rules for review by the auditors.
RESPONSIBILITIES FOR THE FINANCIAL STATEMENTS AND THE AUDIT
RESPONSIBILITIES OF THE DIRECTORS FOR THE FINANCIAL STATEMENTS
As explained more fully in the Statement of Directors’ Responsibilities,
the directors are responsible for the preparation of the financial statements
in accordance with the applicable framework and for being satisfied that they
give a true and fair view. The directors are also responsible for such internal
control as they 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 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 to cease operations or have no realistic alternative but to do so.
AUDITORS’ 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 auditors’ 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. We design procedures in line with our responsibilities,
outlined above, to detect material misstatements in respect of irregularities,
including fraud. The extent to which our procedures are capable of detecting
irregularities, including fraud, is detailed below.
INDEPENDENT AUDITORS' REPORT
TO THE MEMBERS OF WPP PLC CONTINUED
192
FINANCIAL STATEMENTS
WPP ANNUAL REPORT 2024
Based on our understanding of the group and the industry in which it
operates, we identified that the principal risks of non-compliance with laws
and regulations related to the US Foreign Corrupt Practices Act and UK Bribery
Act and we considered the extent to which non-compliance might have a
material effect on the financial statements. We also considered those laws
and regulations that have a direct impact on the financial statements such
as UK and overseas tax legislation, the Companies (Jersey) Law 1991, the UK
Listing Rules and the US Securities and Exchange Commission rules and
regulations. We evaluated management’s incentives and opportunities for
fraudulent manipulation of the financial statements (including the risk of
override of controls) and we determined that the principal risks were related
to the manipulation of reported results through the posting of inappropriate
journal entries and management bias in accounting for key estimates and in
identifying and reporting headline adjustments. The group engagement team
shared this risk assessment with the component auditors so that they could
include appropriate audit procedures in response to such risks in their work.
Audit procedures performed by the group engagement team and/or
component auditors included:
– Inquiries of management, internal audit, the group’s internal and external
legal counsel and the business integrity team, including considerations of
known or suspected instances of non-compliance with laws and regulations
and fraud;
– Inspecting correspondence, if any, with regulators and tax authorities and
consideration of the impact, if any, on our audit and the disclosures made
in the financial statements;
– Reviewing minutes of meetings of those charged with governance including
the Board and Audit and Compensation Committees and reviewing internal
audit, business integrity and other compliance reports;
– Evaluating and testing management’s controls designed to prevent
and detect irregularities;
– Identifying and testing journals, in particular journal entries posted with
unexpected account combinations;
– Assessing matters reported on the group’s whistleblowing helpline and
understanding and evaluating the results of management’s investigation
of such matters;
– Evaluating items excluded from headline profit and validating that these
adjustments are consistent with the group’s policies and historical
practice; and
– Challenging assumptions and judgements made by management in
determining key accounting estimates.
There are inherent limitations in the audit procedures described above.
We are less likely to become aware of instances of non-compliance with
laws and regulations that are not closely related to events and transactions
reflected in the financial statements. Also, the risk of not detecting a material
misstatement due to fraud is higher than the risk of not detecting one resulting
from error, as fraud may involve deliberate concealment by, for example,
forgery or intentional misrepresentations or through collusion.
Our audit testing might include testing complete populations of certain
transactions and balances, possibly using data auditing techniques. However,
it typically involves selecting a limited number of items for testing, rather than
testing complete populations. We will often seek to target particular items for
testing based on their size or risk characteristics. In other cases, we will use
audit sampling to enable us to draw a conclusion about the population from
which the sample is selected.
A further description of our responsibilities for the audit of the financial
statements is located on the FRC’s website at: www.frc.org.uk/
auditorsresponsibilities. This description forms part of our auditors’ report.
USE OF THIS REPORT
This report, including the opinions, has been prepared for and only for the
company’s members as a body in accordance with Article 113A of the
Companies (Jersey) Law 1991 and for no other purpose. We do not, in giving
these opinions, accept or assume responsibility for any other purpose or to
any other person to whom this report is shown or into whose hands it may
come save where expressly agreed by our prior consent in writing.
OTHER REQUIRED REPORTING
COMPANIES (JERSEY) LAW 1991 EXCEPTION REPORTING
Under the Companies (Jersey) Law 1991, we are required to report to you if,
in our opinion:
– We have not obtained all the information and explanations we require for
our audit; or
– Proper accounting records have not been kept by the company or proper
returns adequate for our audit have not been received from branches not
visited by us; or
– The financial statements are not in agreement with the accounting records
and returns.
We have no exceptions to report arising from this responsibility.
APPOINTMENT
Following the recommendation of the Audit Committee, we were appointed
by the members on 8 May 2024 to audit the financial statements for the year
ended 31 December 2024 and subsequent financial periods. This is therefore
our first year of uninterrupted engagement.
OTHER MATTER
The company is required by the Financial Conduct Authority Disclosure
Guidance and Transparency Rules to include these financial statements in an
annual financial report prepared under the structured digital format required
by DTR 4.1.15R to 4.1.18R and filed on the National Storage Mechanism of the
Financial Conduct Authority. This auditors’ report provides no assurance over
whether the structured digital format annual financial report has been
prepared in accordance with those requirements.
OTHER VOLUNTARY REPORTING
DIRECTORS’ REMUNERATION
The company voluntarily prepares a Compensation Committee Report in
accordance with the provisions of the UK’s Companies Act 2006. The directors
requested that we audit the part of the Compensation Committee Report
specified by the UK’s Companies Act 2006 to be audited as if the company
were a UK quoted company.
In our opinion, the part of the Compensation Committee Report to be audited
has been properly prepared in accordance with the UK’s Companies Act 2006.
Giles Hannam
for and on behalf of PricewaterhouseCoopers LLP
Chartered Accountants and Recognised Auditor
London
28 March 2025
193
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF WPP PLC
FINANCIAL STATEMENTS
WPP ANNUAL REPORT 2024
In this section
Reconciliation to non-GAAP measures
of performance
196
Shareholder information
199
Five-year summary
202
Glossary
203
Where to find us
205
ADDITIONAL
INFORMATION
194
WPP ANNUAL REPORT 2024
195
WPP ANNUAL REPORT 2024
ADDITIONAL INFORMATION
RECONCILIATION TO NON-GAAP
MEASURES OF PERFORMANCE
The Group presents alternative performance measures, including headline
operating profit, headline operating profit margin, headline profit before
interest and tax, headline profit before tax, headline earnings, headline basic
and diluted EPS, headline EBITDA, revenue less pass-through costs, adjusted
net debt and average adjusted net debt, adjusted operating cash flow,
adjusted free cash flow and adjusted net cash flow. They are used by
management for internal performance analyses. The presentation of these
measures facilitates comparability with other companies, although
management’s measures may not be calculated in the same way as similarly
titled measures reported by other companies; and these measures are useful
in connection with discussions with the investment community.
In the calculation of headline profit measures, judgement is required by
management in determining which items are considered to be large, unusual
and non-recurring such that they are to be excluded.
The exclusion of certain adjusting items may result in headline earnings
being materially higher or lower than reported earnings, for example when
significant impairments or restructuring charges are excluded but the related
benefits are included within headline earnings. Headline measures should not
be considered in isolation as they provide additional information to aid the
understanding of the Group’s financial performance.
Reconciliation of revenue to revenue less pass-through costs:
2024
£m
2023
£m
Revenue
14,741
14,845
Media pass-through costs
(2,523)
(2,174)
Other pass-through costs
(859)
(811)
Revenue less pass-through costs
11,359
11,860
Reconciliation of revenue to revenue less pass-through costs
by reportable segment:
Year ended 31 December 2024
Global
integrated
agencies
£m
Public
relations
£m
Specialist
agencies
£m
Revenue
12,562
1,156
1,023
Media pass-through costs
(2,523)
−
−
Other pass-through costs
(655)
(67)
(137)
Revenue less pass-through costs
9,384
1,089
886
Year ended 31 December 2023
Global
integrated
agencies
£m
Public
relations
£m
Specialist
agencies
£m
Revenue
12,532
1,262
1,051
Media pass-through costs
(2,174)
−
−
Other pass-through costs
(607)
(82)
(122)
Revenue less pass-through costs
9,751
1,180
929
Reconciliation of revenue to revenue less pass-through costs:
North America
2024
£m
2023
£m
Revenue
5,567
5,528
Media pass-through costs
(823)
(613)
Other pass-through costs
(350)
(359)
Revenue less pass-through costs
4,394
4,556
United Kingdom
2024
£m
2023
£m
Revenue
2,185
2,155
Media pass-through costs
(406)
(378)
Other pass-through costs
(191)
(151)
Revenue less pass-through costs
1,588
1,626
Western Continental Europe
2024
£m
2023
£m
Revenue
3,013
3,037
Media pass-through costs
(507)
(496)
Other pass-through costs
(131)
(130)
Revenue less pass-through costs
2,375
2,411
Asia Pacific, Latin America, Africa & Middle East
and Central & Eastern Europe
2024
£m
2023
£m
Revenue
3,976
4,125
Media pass-through costs
(787)
(687)
Other pass-through costs
(187)
(171)
Revenue less pass-through costs
3,002
3,267
Pass-through costs comprise fees paid to external suppliers when they are
engaged to perform part or all of a specific project and are charged directly
to clients. This includes the cost of media where the Group is buying digital
media for its own account on a transparent opt-in basis and, as a result, the
subsequent media pass-through costs have to be accounted for as revenue,
as well as billings. Therefore, management considers that revenue less
pass-through costs gives a helpful reflection of top-line growth.
Reconciliation of profit before taxation to headline operating profit:
2024
£m
2023
£m
Profit before taxation
1,031
346
Finance and investment income
(137)
(127)
Finance costs
417
389
Revaluation and retranslation of financial instruments
50
(7)
Profit before interest and taxation
1,361
601
Earnings from associates
(36)
(70)
Operating profit
1,325
531
Operating profit margin1 %
9.0%
3.6%
Goodwill impairment
237
63
Amortisation and impairment of
acquired intangible assets
93
728
Other impairment charges
26
18
Restructuring and transformation costs
251
196
Property-related restructuring costs
26
232
Gains on disposal of investments and subsidiaries
(322)
(7)
Gain on disposal of property
(7)
−
Other transaction costs
10
−
Legal provision charges/(gains)
68
(11)
Headline operating profit
1,707
1,750
Headline operating profit margin1 %
15.0%
14.8%
Finance and investment income
137
127
Finance costs (excluding interest expense
related to lease liabilities)
(319)
(283)
Non-lease net interest expense
(182)
(156)
Non-lease interest cover2 on headline operating profit
9.4 times 11.2 times
Notes
1 Operating profit margin is calculated as operating profit as a percentage of revenue. Headline
operating profit margin is calculated as headline operating profit as a percentage of revenue less
pass-through costs
2 Interest expense related to lease liabilities is excluded from interest cover as lease liabilities
are excluded from the Group’s key leverage metrics
WPP ANNUAL REPORT 2024
196
ADDITIONAL INFORMATION
196
WPP ANNUAL REPORT 2024
Headline operating profit and headline operating margin are metrics that
management uses to assess the performance of the business.
Headline operating profit margin before and after earnings from associates:
Margin
%
2024
£m
Margin
%
2023
£m
Revenue less pass-through costs
11,359
11,860
Headline operating profit
15.0
1,707
14.8
1,750
Headline earnings from associates
40
37
Headline PBIT
15.4
1,747
15.1
1,787
Headline PBIT is one of the metrics that management uses to assess the
performance of the business.
Calculation of headline EBITDA:
2024
£m
2023
£m
Headline PBIT (as above)
1,747
1,787
Depreciation of property, plant and equipment
156
165
Amortisation of other intangible assets
32
25
Headline EBITDA (including depreciation
of right-of-use assets)
1,935
1,977
Depreciation of right-of-use assets
213
257
Headline EBITDA
2,148
2,234
Headline EBITDA is a key metric used for valuing companies and is one of the
metrics that management uses to assess the performance of the business.
Headline EBITDA (including depreciation of right-of-use assets) is used in the
Group’s key leverage metric (average adjusted net debt/headline EBITDA
within the range of 1.5x-1.75x).
Reconciliation of profit before taxation to headline PBT and headline earnings:
2024
£m
2023
£m
Profit before taxation
1,031
346
Goodwill impairment
237
63
Amortisation and impairment of
acquired intangible assets
93
728
Other impairment charges
26
18
Restructuring and transformation costs
251
196
Property-related restructuring costs
26
232
Gains on disposal of investments and subsidiaries
(322)
(7)
Gain on disposal of property
(7)
−
Other transaction costs
10
−
Legal provision charges/(gains)
68
(11)
Share of adjusting and other items for associates
4
(33)
Revaluation and retranslation of financial instruments
50
(7)
Headline PBT
1,467
1,525
Headline tax charge
(411)
(412)
Non-controlling interests
(87)
(87)
Headline earnings
969
1,026
Headline PBT and headline earnings are metrics that management uses
to assess the performance of the business.
Calculation of headline taxation:
2024
£m
2023
£m
Headline PBT
1,467
1,525
Tax charge
402
149
Tax charge relating to gains on disposal
of investments and subsidiaries
(85)
(9)
Tax credit relating to restructuring and transformation
costs and property- related costs
58
99
Tax charge relating to gains on disposal of property
(2)
−
Tax credit relating to litigation settlement
−
1
Deferred tax impact of the amortisation of acquisition
related intangible assets and liabilities
32
157
Deferred tax relating to investments in associates
6
15
Headline tax charge
411
412
Headline tax rate
28.0%
27.0%
The headline tax rate as a percentage of headline PBT (that includes the share
of headline results of associates) is 28.0% (2023: 27.0%).
Given the Group’s geographic mix of profits and the changing international
tax environment, the headline tax rate is expected to increase over the next
few years.
HEADLINE EARNINGS PER SHARE
Calculation of basic headline EPS is as follows:
2024
£m
2023
£m
Headline earnings (£ million)
969
1,026
Weighted average number of shares used in
basic EPS calculation (million) (note 8)
1,077
1,072
Headline EPS
89.9p
95.7p
Calculation of diluted headline EPS is as follows:
2024
£m
2023
£m
Headline earnings (£ million)
969
1,026
Weighted average shares used in headline
diluted EPS calculation (million) (note 8)
1,097
1,094
Diluted headline EPS
88.3p
93.8p
Reconciliation of adjusted operating cash flow, adjusted free cash flow and
adjusted net cash flow:
2024
£m
2023
£m
Cash generated by operations
2,060
1,845
Purchases of property, plant and equipment
(189)
(177)
Purchase of intangible assets
(47)
(40)
Repayment of lease liabilities
(282)
(259)
Interest paid on lease liabilities
(95)
(103)
Investment income
11
13
Share option proceeds
2
1
Adjusted operating cash flow
1,460
1,280
Corporation and overseas tax paid
(392)
(395)
Interest and similar charges paid
(306)
(275)
Interest received
109
116
Dividends from associates
31
43
Contingent consideration liabilities payments
(97)
(31)
Dividends paid to non-controlling interests
in subsidiary undertakings
(67)
(101)
Adjusted free cash flow
738
637
Disposal proceeds
667
122
Net initial acquisition payments
(153)
(280)
Dividends
(425)
(423)
Share purchases
(82)
(54)
Adjusted net cash flow
745
2
WPP ANNUAL REPORT 2024
ADDITIONAL INFORMATION
197
197
RECONCILIATION TO NON-GAAP MEASURES OF PERFORMANCE
WPP ANNUAL REPORT 2024
The Group bases its internal cash flow objectives on adjusted operating cash
flow, adjusted free cash flow and adjusted net cash flow. Management
believes adjusted operating cash flow is a target that can be translated into
targets for operating business units that do not have direct control of items
which influence adjusted free cash flow, such as the Group effective tax rate
and leverage; and is meaningful to investors as a measure of the degree to
which headline operating profit is converted into cash after the cost of leased
operating assets, investment in capital expenditure, and working capital.
Adjusted free cash flow is meaningful to investors because it is the measure
of the Group’s funds available for acquisition related payments, dividends
to shareholders, share repurchases and debt repayment. The purpose of
presenting adjusted free cash flow is to indicate the ongoing cash generation
within the control of the Group after taking account of the necessary cash
expenditures of maintaining the capital and operating structure of the
Group (in the form of payments of interest, corporate taxation, and capital
expenditure).
Adjusted net cash flow is meaningful to investors because it is the measure
of the Group’s funds available for debt repayment or to increase cash on
hand after acquisition related payments, dividends to shareholders and share
repurchases. The purpose of presenting adjusted net cash flow is to indicate
the ongoing cash generation within the control of the Group after taking
account of the necessary cash expenditures of maintaining the capital and
operating structure of the Group (in the form of payments of interest,
corporate taxation, and capital expenditure) and after acquisitions, dividend
payments to shareholders and share repurchases.
ADJUSTED NET DEBT AND AVERAGE ADJUSTED NET DEBT
Management believes that adjusted net debt and average adjusted net debt
are appropriate and meaningful measures of the debt levels within the Group.
Adjusted net debt at a period end consists of cash and short-term deposits,
bank overdrafts and bonds due within one year, and bonds due after one year.
Reconciliation of adjusted net debt:
2024
£m
2023
£m
Cash and cash equivalents
2,638
2,218
Borrowings due within one year
(584)
(946)
Borrowings due after one year
(3,744)
(3,775)
Adjusted net debt
(1,690)
(2,503)
Average adjusted net debt
(3,485)
(3,620)
Adjusted net debt excludes lease liabilities. Average adjusted net debt
is calculated as the average monthly net borrowings of the Group. Average
adjusted net debt for 31 December 2024 and 31 December 2023 represents
the average for the twelve month period ended 31 December 2024 and
31 December 2023 respectively.
Average adjusted net debt to headline EBITDA ratio:
2024
£m
2023
£m
Average adjusted net debt (12 month rolling)
(3,485)
(3,620)
Headline EBITDA (12 month rolling)
1,935
1,977
Average adjusted net debt to headline EBITDA ratio
(1.80)
(1.83)
The average adjusted net debt and headline EBITDA (including depreciation
of right-of-use assets) amounts used in the average adjusted net debt to
headline EBITDA (including depreciation of right-of-use assets) ratio calculation
above are for the 12 months ended 31 December 2024 and 31 December 2023
CONSTANT CURRENCY AND 'LIKE-FOR-LIKE'
These consolidated financial statements are presented in pounds sterling.
However, the Group’s significant international operations give rise to
fluctuations in foreign exchange rates. To neutralise foreign exchange impact
and illustrate the underlying change in revenue and profit from one year
to the next, the Group has adopted the practice of discussing results in both
reportable currency (local currency results translated into pounds sterling
at the prevailing foreign exchange rate) and constant currency.
Management also believes that discussing like-for-like contributes to the
understanding of the Group’s performance and trends because it allows
for meaningful comparisons of the current year to that of prior years.
Further details of the constant currency and like-for-like methods are given
in the Glossary on pages 203 and 204.
Reconciliation of reported revenue to like-for-like revenue:
£m
%
2023 reported
14,845
Impact of exchange rate changes
(473)
(3.2)
Impact of acquisitions and disposals
30
0.2
Like-for-like growth
339
2.3
2024 reported
14,741
(0.7)
Reconciliation of reported revenue less pass-through costs to like-for-like
revenue less pass-through costs:
£m
%
2023 reported
11,860
Impact of exchange rate changes
(369)
(3.1)
Impact of acquisitions and disposals
(13)
(0.1)
Like-for-like decline
(119)
(1.0)
2024 reported
11,359
(4.2)
Reconciliation of headline operating profit to like-for-like headline
operating profit:
Margin
%
£m
%
Headline operating profit
2023 reported
14.8
1,750
Impact of exchange rate changes
(75)
(4.3)
Impact of acquisitions and disposals
(3)
(0.2)
Like-for-like growth
35
2.0
2024 reported
15.0
1,707
(2.5)
EARNINGS FROM ASSOCIATES
Management reviews the 'earnings from associates’ by assessing the
underlying component movements including 'share of profit before interest
and taxation of associates', 'share of adjusting and other items for associates',
'share of interest and non-controlling interests of associates', and 'share of
taxation of associates', which are derived from the income statements of the
associate undertakings. Management applies consistent principles in
determining items adjusted from headline profit as with subsidiaries.
The following table is an analysis of 'earnings from associates’ and underlying
component movements:
2024
£m
20231
£m
Share of profit before interest and taxation
43
48
Share of adjusting and other items for associates
(4)
33
Share of interest and non‑controlling interests
10
2
Share of taxation
(13)
(13)
Earnings from associates
36
70
Note
1 The share of profit before interest and taxation, share of interest and non-controlling interests
and share of taxation amounts for the year ended 31 December 2023 were re-presented from
£181 million, £(113) million and £(33) million to £48 million, £2 million and £(13) million respectively.
There was nil impact on earnings from associates
RECONCILIATION TO NON-GAAP
MEASURES OF PERFORMANCE CONTINUED
WPP ANNUAL REPORT 2024
198
ADDITIONAL INFORMATION
198
WPP ANNUAL REPORT 2024
SHARE CAPITAL AND CONTROL
Details of our issued share capital and the number of shares held in Treasury
as at 31 December 2024 can be found in note 26 to the financial statements.
Our ordinary shares are listed on the London Stock Exchange (LSE) and are
also quoted on the New York Stock Exchange (NYSE) in the form of American
Depositary Receipts (ADRs).
The rights and obligations relating to the ordinary share capital are outlined in
the Articles of Association; there are no restrictions on transfer, no restrictions
on voting rights and no securities carry special voting rights with regard to
control of the Company.
At the AGM on 8 May 2024, shareholders passed resolutions authorising the
Company, in accordance with its Articles, to allot shares up to a maximum
nominal amount of £35,827,923 of which £5,374,188 could be allotted for cash
free of statutory pre-emption rights. In the year under review no shares were
issued for cash free from pre-emption rights. Details of share capital movements
are given in note 24 to the financial statements on page 184.
AUTHORITY FOR PURCHASE OF OWN SHARES
At the AGM on 8 May 2024 shareholders passed a special resolution authorising
the Company, in accordance with its Articles of Association, to purchase
up to 107,483,769 of its own shares in the market. In the year under review,
no ordinary shares were purchased.
MAJOR SHAREHOLDERS
The table below shows the holdings of major shareholders in the Company’s
issued ordinary share capital in accordance with the Disclosure Guidance and
Transparency Rules (DTRs) notified to the Company as at 31 December 2024
and 14 March 2025. Information provided to the Company under the DTRs
is publicly available via the regulatory information services and on the
Company’s website.
At 31 December
20241
At 21 March
20251
BlackRock Inc
10.00%
10.00%
Silchester International Investors LLP
5.03%
5.03%
1 Percentage as at date of notification
SHAREHOLDERS AS AT 31 DECEMBER 2024
Holding of shares
Number of
holders
% Owners
Shareholdings
% Outstanding
Up to 1,000
4,696
71
1,031,305
0.09
1,001 to 5,000
824
12
1,945,349
0.18
5,001 to 100,000
687
10
18,577,207
1.70
100,001 to 1,000,000
286
4
94,768,066
8.68
Over 1,000,000
104
2
975,072,324
89.34
SHAREHOLDER INFORMATION
Shareholders by geography
%
Shareholders by type
%
UK
21.2
Institutional investors
97.1
United States
57.5
Our people
0.5
Rest of World
21.3
Other individuals
2.4
Total
100
Total
100
WPP ANNUAL REPORT 2024
ADDITIONAL INFORMATION
199
SHAREHOLDER INFORMATION CONTINUED
SHARE PRICE
The closing price of the shares at 31 December was as follows:
At 21 March
2025
2024
2023
2022
2021
2020
Ordinary 10p shares
627.2p
827.4p
753.0p
820.2p
1,119.5p
800.0p
Share price information is also available online at wpp.com/investors/share-price
SHARE BUYBACK PROGRAMME
The Board has been authorised to purchase ordinary shares in the capital of the
Company under Article 12 of the Company’s Articles of Association. The power
under Article 12 and the authority for the Company to make purchases of its
own shares are subject to the requirements of the Companies (Jersey) Law
1991 and to shareholder authorities which are sought on an annual basis at our
Annual General Meeting (AGM). Any shares purchased by the Company may
be cancelled, held as Treasury shares or used for satisfying share options and
grants under the Company’s employee share plans.
DIVIDENDS
Subject to shareholder approval at the 2025 AGM, the final dividend for 2024
will become due and payable on 4 July 2025 to all holders of ordinary shares
on the Register of Members at the close of business on 6 June 2025.
The table below sets out the dividend per share ordinary shareholders have
received for the last five years.
2024
2023
2022
2021
2020
Interim dividend per ordinary share
15.00p
15.00p
15.00p
12.50p
10.00p
Final dividend per ordinary share
24.40p
24.40p
24.40p
18.70p
14.00p
Total
39.40p
39.40p
39.40p
31.20p
24.00p
AMERICAN DEPOSITARY RECEIPTS (ADRS)
Each ADR represents five ordinary shares.
WPP plc is subject to the informational requirements of the US securities
laws applicable to foreign companies and files an annual report on Form 20-F
and other information with the US Securities and Exchange Commission.
These documents are available at the Commission’s website, sec.gov.
ADR DIVIDENDS
ADR holders are eligible for all stock dividends or other entitlements accruing
on the underlying WPP plc shares and receive all cash dividends in US dollars.
These are normally paid twice a year.
Dividend cheques are mailed directly to the ADR holder on the payment date
if ADRs are registered with WPP’s US depositary. Dividends on ADRs that are
registered with brokers are sent to the brokers, who forward them to ADR
holders. WPP’s US depositary is Citibank N.A. (address on page 201).
Dividends per ADR in respect of each financial year are set out below.
2024
2023
2022
2021
2020
In £ sterling
Interim
75.00p
75.00p
75.00p
62.50p
50.00p
Final
122.00p
122.00p
122.00p
93.50p
70.00p
Total
197.00p
197.00p
197.00p
156.00p
120.00p
In US dollars1
Interim
95.89¢
93.29¢
92.72¢
85.98¢
64.18¢
Final
155.98¢
151.74¢
150.83¢
128.63¢
89.85¢
Total
251.87¢
245.03¢
243.55¢
214.61¢
154.03¢
1 These figures have been translated for convenience purposes only, using the approximate average rate for the year of US$1.2785 (2023: US$1.2438, 2022: US$1.2363, 2021: US$1.3757). This conversion
should not be construed as a representation that the pound sterling amounts actually represent, or could be converted into, US dollars at the rates indicated
Dollar amounts paid to ADR holders depend on the sterling/dollar exchange rate at the time of payment.
No withholding tax is imposed on dividends paid to ADR holders. The dividends received will be subject to US taxation.
ADDITIONAL INFORMATION
200
WPP ANNUAL REPORT 2024
LISTING RULES
For the purposes of UK Listing Rule (UKLR) 6.6.4R, the information required
to be disclosed by that section can be found in the following locations:
Section
Applicable sub-paragraph
within UKLR 6.6.4R
Location
11
Shareholder waiver
of dividend
Directors’ compensation report
pages 119-142
12
Shareholder waiver
of future dividends
Directors’ compensation report
pages 119-142
The above table sets out only those sections of UKLR 6.6.4R which are relevant. The remaining
sections of UKLR 6.6.4R are not applicable
ARTICLES OF ASSOCIATION
There are no restrictions on amending the Articles of Association of the
Company (Articles) other than the requirement to pass a special resolution
of the shareholders at a general meeting. Subject to applicable law and the
Company’s Articles, the Directors may exercise all powers of the Company.
The Articles are available on the Company’s website at
wpp.com/investors/corporate-governance
SHAREHOLDER INFORMATION
2024 FINANCIAL CALENDAR
Ordinary dividend timetable
Final
Interim
Ordinary ex-dividend date
5 June 2025
9 October 2025
Dividend record date
6 June 2025
10 October 2025
Dividend payment date
4 July 2025
3 November 2025
Other key dates:
2024 preliminary results
27 February 2025
First quarter trading update
25 April 2025
Annual General Meeting
23 May 2025
2025 interim results
August 2025
Third quarter trading update
October 2025
RESULTS ANNOUNCEMENTS
Results announcements are issued to the London Stock Exchange and are
available on its news service. They are also sent to the US Securities and
Exchange Commission and the NYSE, issued to the media and made available
on our website.
SHAREHOLDER COMMUNICATIONS
A growing number of our shareholders have opted to receive communications
from us electronically. The use of electronic communications, rather than
printed paper documents, means information about the Company can be
accessed through emails or the Company’s website, thus reducing our
impact on the environment. Shareholders who have elected for electronic
communication will be sent an email alert containing a link to the relevant
documents. We encourage all our shareholders to sign up for this service.
You can register for this service at investorcentre.co.uk/je or by contacting
Computershare by the telephone number provided below.
WPP’s public website, wpp.com, provides current and historical financial
information, news releases, trading reports and share price information.
Go to wpp.com/investors
PAYMENT OF DIVIDENDS
We are only able to pay cash dividends in to your nominated bank account.
To update your payment details please go to investorcentre.co.uk/je or
contact Computershare at the details below.
SHAREHOLDERS’ REGISTER
The ordinary shareholders’ register is kept at the offices of the Company’s
registrar in Jersey and is available for inspection on request. The address
of the registrar is 13 Castle Street, St Helier, Jersey JE1 1ES.
ACCESS NUMBERS/TICKER SYMBOLS
NYSE
Reuters
Bloomberg
Ordinary shares
–
WPP.L
WPP LN
American Depositary Shares
WPP
WPP.N
WPP US
SHAREHOLDER CONTACTS
ORDINARY SHARES
For any queries regarding your shareholding, please contact Computershare:
By telephone: +44 (0)370 707 1411
Lines are open from Monday to Friday, 8.30am to 5.30pm UK time, excluding
public holidays.
Using the contact form on the website: investorcentre.co.uk/je/contactus
In writing: Computershare Investor Services (Jersey) Limited, 13 Castle Street,
St Helier, Jersey, JE1 1ES
AMERICAN DEPOSITARY RECEIPTS (ADRS) OFFICE
For any queries regarding WPP ADRs, please contact Citibank Shareholder
Services (Citibank):
By telephone: +1 877 248 4237
Opening hours are Monday to Friday, 8.30am to 6pm US Eastern Standard
Time. Please call +1 781 575 4555 if calling from outside of the US.
By email: citibank@shareholders-online.com
In writing: Citibank N.A., PO Box 43077, Providence, RI 02940–3077, USA
REGISTERED OFFICE
WPP plc
22 Grenville Street
St Helier
Jersey
JE4 8PX
Telephone: +44 (0)20 7282 4600
Registered number: 111714
Website: wpp.com
TAXATION INFORMATION
As this is a complex area investors should consult their own tax advisor
regarding the US federal, state and local, the UK and other tax consequences
of owning and disposing of shares and ADSs in their particular circumstances.
DIVIDENDS RECEIVED
For the UK tax year that started on 6 April 2023 and ended on 5 April 2024,
UK resident individuals received a Dividend Allowance in the form of a 0% tax
rate on the first £1,000 of dividend income received. The Dividend Allowance
has been cut to £500 for the tax year 6 April 2024 to 5 April 2025. Dividends
received by UK resident individuals which are over the Dividend Allowance,
are taxed at a rate of 8.75% for individuals in the basic rate band, at 33.75% for
higher rate tax payers and at 39.35% for additional rate tax payers (individuals
with income over £125,140 in the tax year).
CAPITAL GAINS TAX
The market value of an ordinary share at 31 March 1982 was 39p. Since that
date rights issues have occurred in September 1986, August 1987 and April 1993.
For capital gains tax purposes the acquisition cost of ordinary shares is
adjusted to take account of such rights issues. Since any adjustments will
depend on individual circumstances, shareholders are advised to consult
their professional advisors.
CAPITAL GAINS
As liability to capital gains tax on a disposal of WPP shares will depend
on individual circumstances, shareholders are advised to consult their
professional advisors.
ADDITIONAL INFORMATION
SHAREHOLDER INFORMATION
201
WPP ANNUAL REPORT 2024
FIVE-YEAR SUMMARY
Continuing operations
2024
£m
2023
£m
2022
£m
2021
£m
2020
£m
Income statement
Billings1
50,354
52,629
52,971
50,657
46,918
Revenue
14,741
14,845
14,429
12,801
12,003
Revenue less pass-through costs1
11,359
11,860
11,799
10,397
9,762
Operating profit/(loss)
1,325
531
1,358
1,229
(2,278)
Headline EBITDA2
2,148
2,234
2,267
2,024
1,813
Headline operating profit2
1,707
1,750
1,742
1,494
1,261
Profit/(loss) before taxation
1,031
346
1,160
951
(2,791)
Headline PBT2
1,467
1,525
1,602
1,365
1,041
Profit/(loss) for the year
629
197
775
721
(2,918)
Headline operating profit margin2
15.0%
14.8%
14.8%
14.4%
12.9%
Balance sheet
Non-current assets
11,848
12,679
13,724
12,535
12,185
Net current (liabilities)/assets
(1,855)
(2,361)
(2,610)
(1,150)
755
Net assets
3,734
3,833
4,160
4,069
5,050
Adjusted net debt
(1,690)
(2,503)
(2,479)
(901)
(696)
Average adjusted net debt
(3,485)
(3,620)
(2,852)
(1,457)
(2,331)
2024
2023
2022
2021
2020
Our people
Revenue per employee (£000)
132.5
129.4
126.4
122.1
116.7
Revenue less pass-through costs1 per employee (£000)
102.1
103.4
103.4
99.2
94.9
Staff cost per employee (£000)
69.7
70.9
71.5
68.4
63.8
Average headcount
111,281
114,732
114,129
104,808
102,822
Share information
Headline3
– basic earnings per share from continuing operations
89.9p
95.7p
100.2p
79.9p
60.7p
– diluted earnings per share from continuing operations
88.3p
93.8p
98.5p
78.5p
60.1p
Reported
– basic earnings per share from continuing operations
50.3p
10.3p
62.2p
53.4p
(243.0p)
– diluted earnings per share from continuing operations
49.4p
10.1p
61.2p
52.5p
(243.0p)
Dividends per share4
39.4p
39.4p
39.4p
31.2p
24.0p
Share price – high
893.6p
1,051.5p
1,224.0p
1,129.5p
1,071.0p
– low
678.8p
681.2p
725.8p
765.8p
483.7p
Market capitalisation at year-end (£m)
8,926
8,094
8,784
12,919
9,803
Notes
1 Billings and revenue less pass-through costs are defined on pages 203 and 204
2 The calculation of ‘headline’ measures of performance (including headline EBITDA, headline operating profit, headline operating profit margin and headline PBT) is set out on pages 196 and 197
3 Headline earnings per share is set out on page 197
4 Dividends per share represents the dividends declared in respect of each year
The information on this page is unaudited.
WPP ANNUAL REPORT 2024
202
ADDITIONAL INFORMATION
GLOSSARY
Term used in this Annual Report
US equivalent or brief description
Adjusted free cash flow
Adjusted free cash flow is calculated as cash used in/generated by operations plus dividends received
from associates, interest received, investment income received, and share option proceeds, less
corporation and overseas tax paid, interest and similar charges paid, dividends paid to non-controlling
interests in subsidiary undertakings, repayment of lease liabilities, interest paid on lease liabilities,
contingent consideration liability payments and purchases of property, plant and equipment and
purchases of intangible assets
Adjusted operating cash flow
Adjusted operating cash flow is calculated as cash used in/generated by operations plus investment
income received, and share option proceeds, less repayment of lease liabilities, interest paid on lease
liabilities, and purchases of property, plant and equipment and purchases of intangible assets
Adjusted net cash flow
Adjusted net cash flow is calculated as adjusted free cash flow (as defined above) plus disposal proceeds,
less net initial acquisition payments, dividends and share purchases
Adjusted operating cash flow conversion
Conversion is measured as adjusted operating cash flow (defined above) over headline operating profit
(defined below)
Adjusting items
Adjusting items include gains/losses on disposal of investments and subsidiaries, gains/losses on disposal
of property, goodwill impairment, other impairment charges, amortisation and impairment of acquired
intangible assets, restructuring and transformation costs, property-related restructuring costs, other
transaction costs, legal provision charges/gains, revaluation and retranslation of financial instruments
and share of adjusting and other items for associates
ADRs/ADSs
American Depositary Receipts/American Depositary Shares. The Group uses the terms ADR and ADS
interchangeably. One ADR/ADS represents five ordinary shares
Allotted
Issued
Average adjusted net debt and adjusted net debt
Average adjusted net debt is calculated as the average monthly net borrowings of the Group. Adjusted
net debt at a period end consists of cash and cash equivalents, borrowings due within one year and
borrowings due after one year. Adjusted net debt excludes lease liabilities
Billings and estimated net new billings
Billings comprise the gross amounts billed to clients in respect of commission-based/fee-based income
together with the total of other fees earned. Net new business billings represent the estimated annualised
impact on billings of new business gained from both existing and new clients, net of existing client
business lost (but excluding any impact from completion of project-related business that will not recur).
The estimated impact is based upon initial assessments of the clients’ marketing budgets, which may not
necessarily result in actual billings of the same amount
Brand awareness
The number of people or percentage of a group that are aware of a brand
Brand consideration
Those who would consider purchasing a brand are measured as a subset of those aware of a brand
Called-up share capital
Ordinary shares, issued and fully paid
Click-through rate (CTR)
The ratio of the number of users exposed to a specific link on a website page or in an email and those
who click the link and view the advertised product or service
Client Net Promoter Score (CNPS)
A metric used to assess overall customer satisfaction and how likely customers are to recommend
a company to a peer or colleague
Company or Parent Company
WPP plc
Constant currency
The Group uses US dollar-based, constant currency models to measure performance across all jurisdictions.
These are calculated by applying budgeted 2024 exchange rates to local currency reported results for the
current and prior year, which excludes any variances attributable to foreign exchange rate movements
Direct-to-consumer
Marketing from company to consumer without distributor or retailer involvement
ESOP
Employee share ownership plan
Establishment costs
Establishment costs are costs directly related to the occupancy of the buildings utilised by WPP. These
include the depreciation of right of use assets and leasehold improvements; and the costs of property
taxes, utilities, maintenance and facilities management amongst others
EURIBOR
The euro area inter-bank offered rate for euro deposits
Finance lease
Capital lease
Freehold
Ownership with absolute rights in perpetuity
Full-time equivalent (FTE) employee
A permanent person or employee of WPP Group or any of its majority-owned operating companies, as
captured locally by each reporting unit and entered into the centralised finance system. FTE employees
does not include contractors
General and administrative costs
General and administrative costs include marketing costs, certain professional fees and an allocation of
other costs, including staff and establishment costs (defined above), based on the function of employees
within the Group
General Data Protection Regulation (GDPR)
A European Union law governing digital data collection, use and storage
Group
WPP plc and its subsidiaries
WPP ANNUAL REPORT 2024
ADDITIONAL INFORMATION
203
Term used in this Annual Report
US equivalent or brief description
Headline costs
Headline costs comprise costs of services and general administrative costs excluding gains/losses
on disposal of investments and subsidiaries, gains/losses on disposal of property, goodwill impairment,
other impairment charges, amortisation and impairment of acquired intangible assets, restructuring and
transformation costs, property-related restructuring costs, other transaction costs, legal provision
charges/gains, revaluation and retranslation of financial instruments and share of adjusting and other
items for associates
Headline earnings
Headline PBT less headline tax charge and headline non-controlling interests
Headline EBITDA
Profit before finance income/costs and revaluation and retranslation of financial instruments, taxation,
gains/losses on disposal of investments and subsidiaries, gains/losses on disposal of property,
impairment of investments in associates, goodwill impairment, amortisation and impairment of acquired
intangible assets, restructuring and transformation costs, property-related restructuring costs, other
transaction costs, legal provision charges/gains and share of adjusting and other items for associates
Headline earnings from associates
Earnings from associates, excluding share of adjusting and other items for associates
Headline operating profit
Operating profit before gains/losses on disposal of investments and subsidiaries, gains/losses on disposal
of property, other impairment charges, goodwill impairment, amortisation and impairment of acquired
intangible assets, restructuring and transformation costs, property-related restructuring costs, other
transaction costs, and legal provision charges/gains
Headline operating profit margin
Headline operating profit margin is calculated as headline operating profit (defined above)
as a percentage of revenue less pass-through costs
Headline PBIT
Profit before net finance costs, taxation, gains/losses on disposal of investments and subsidiaries, gains/
losses on disposal of property, goodwill impairment, amortisation and impairment of acquired intangible
assets, other impairment charges, restructuring and transformation costs, property-related restructuring
costs, other transaction costs, and legal provision charges/gains and earnings from associates (after
interest and tax, excluding adjusting items)
Headline PBT
Profit before taxation, gains/losses on disposal of investments and subsidiaries, gains/losses on disposal
of property, impairment of investments in associates, goodwill impairment, amortisation and impairment
of acquired intangible assets, other impairment charges, restructuring and transformation costs, property-
related restructuring costs, other transaction costs, and legal provision charges/gains, share of adjusting
and other items for associates, and revaluation and retranslation of financial instruments
Headline net finance costs
Net finance costs (as defined above) excluding revaluation and retranslation of financial instruments
Headline tax charge
Taxation excluding tax/deferred tax relating to gains/losses on disposal of investments and subsidiaries,
restructuring and transformation costs and property-related costs, gains on disposal of property,
litigation settlement, the deferred tax impact of the amortisation of acquisition related intangible assets
and liabilities, and deferred tax relating to investments in associates, relating to gains/losses on disposal
of investments and subsidiaries
IFRS/IAS
International Financial Reporting Standards/International Accounting Standards
Media/Digital Media billings
Media billings comprise our clients’ spend on media, plus our fees. Within this, Digital Media billings
comprises our billings in relation to media served on digital properties and platforms, including but
not limited to online video, display, search, social, digital out of home and addressable TV
Net finance costs
All costs related to interest expense on bank overdrafts, bonds, bank loans, lease liabilities, swaps and
revaluation and retranslation of financial instruments less any interest income on cash surplus and investments
Net working capital
The movement in net working capital consists of movements in trade receivables and accrued income,
trade payables and deferred income, other receivables, other payables and provisions per the analysis
of cash flows note 9
OCI
Consolidated statement of comprehensive income
Pass-through costs
Pass-through costs comprise fees paid to external suppliers when they are engaged to perform part
or all of a specific project and are charged directly to clients, predominantly media costs
Like-for-like
Like-for-like comparisons are calculated as follows: current year, constant currency actual results
(which include acquisitions from the relevant date of completion) are compared with prior year,
constant currency actual results, adjusted to include the results of acquisitions and disposals
Profit
Income
Profit attributable to equity holders of the parent
Net income
Programmatic advertising
Automated buying and selling of ad inventory, using software to make data-driven decisions
Revenue less pass-through costs
Revenue less pass-through costs is revenue less media and other pass-through costs
Sarbanes-Oxley Act, or SOX
An Act passed in the United States to protect investors by improving the accuracy and reliability
of corporate disclosures made pursuant to the securities laws, and for other purposes
Share capital
Ordinary shares, capital stock or common stock issued and fully paid
Shares in issue
Shares outstanding
Share premium account
Additional paid-in capital or paid-in surplus (not distributable)
UK Corporate Governance Code
The UK Corporate Governance Code published by the Financial Reporting Council dated April 2018
WPP
WPP plc and its subsidiaries
GLOSSARY CONTINUED
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WHERE TO FIND US
COMPANY CENTRES
LONDON
Sea Containers
18 Upper Ground
London SE1 9GL
Tel +44 (0)20 7282 4600
NEW YORK
3 World Trade Center
175 Greenwich Street
New York NY 10007
Tel +1 (212) 632 2200
ASIA PACIFIC
50 Scotts Road
Singapore 228242
Tel +65 6508 5219
COMPANY INFORMATION
If you would like further general
information about WPP, its agencies
or any of the programmes or initiatives
mentioned in this Annual Report, please
visit our website, wpp.com, or email:
enquiries@wpp.com
INVESTOR INFORMATION
Investor relations material, contacts and our
financial statements are available online at
wpp.com/investors
WPP ANNUAL REPORT 2024
ADDITIONAL INFORMATION
205
Written by WPP
Consultancy, design and production by Design Bridge and Partners
www.designbridge.com
©WPP 2025
This report is printed on Arena Extra White Smooth and Symbol Freelife Satin
which are both made from FSC® certified and other controlled material.
Printed in the UK by Pureprint Group. A CarbonNeutral® company, certificated
to Environmental Management System ISO14001 and holders of FSC® chain of
custody certification.
FORWARD-LOOKING STATEMENTS
The Company may include forward-looking statements (including as defined
in the U.S. Private Securities Litigation Reform Act of 1995) in oral or written
public statements issued by or on behalf of the Company. These forward-
looking statements may include, among other things, plans, objectives,
beliefs, intentions, strategies, projections and anticipated future economic
performance based on assumptions and the like that are subject to risks
and uncertainties. These statements can be identified by the fact that they
do not relate strictly to historical or current facts. They use words such as
‘aim’, ‘anticipate’, ‘believe’, ‘estimate’, ‘expect’, ‘forecast’, ‘guidance’, ‘intend’,
‘may’, ‘will’, ‘should’, ‘potential’, ‘possible’, ‘predict’, ‘project’, ‘plan’, ‘target’,
and other words and similar references to future periods but are not the
exclusive means of identifying such statements. As such, all forward-looking
statements involve risk and uncertainty because they relate to future events
and circumstances that are beyond the control of the Company. Actual results
or outcomes may differ materially from those discussed or implied in the
forward-looking statements. Therefore, you should not rely on such forward-
looking statements, which speak only as of the date they are made, as a
prediction of actual results or otherwise. Important factors which may cause
actual results to differ include but are not limited to: the unanticipated loss of
a material client or key personnel; delays, suspensions or reductions in client
advertising budgets; shifts in industry rates of compensation; regulatory
compliance costs or litigation; changes in competitive factors in the industries
in which we operate and demand for our products and services; changes in
client advertising, marketing and corporate communications requirements;
our inability to realise the future anticipated benefits of acquisitions; failure
to realise our assumptions regarding goodwill and indefinite lived intangible
assets; natural disasters or acts of terrorism; the Company’s ability to attract
new clients; the economic and geopolitical impact of the conflicts in Ukraine
and the Middle East; the risk of global economic downturn; slower growth,
increasing interest rates and high and sustained inflation; tariffs and other
trade barriers; supply chain issues affecting the distribution of our clients’
products; technological changes and risks to the security of IT and operational
infrastructure, systems, data and information resulting from increased threat
of cyber and other attacks; effectively managing the risks, challenges and
efficiencies presented by using Artificial Intelligence (AI) and Generative
AI technologies and partnerships in our business; risks related to our
environmental, social and governance goals and initiatives, including impacts
from regulators and other stakeholders, and the impact of factors outside of
our control on such goals and initiatives; the Company’s exposure to changes
in the values of other major currencies (because a substantial portion of its
revenues are derived and costs incurred outside of the UK); and the overall
level of economic activity in the Company’s major markets (which varies
depending on, among other things, regional, national and international
political and economic conditions and government regulations in the world’s
advertising markets). In addition, you should consider the risks described in
Item 3D, captioned “Risk Factors” in the Group’s most recent Annual Report on
Form 20-F, which could also cause actual results to differ from forward-looking
information. In light of these and other uncertainties, the forward-looking
statements included in this document should not be regarded as a
representation by the Company that the Company’s plans and objectives
will be achieved. Neither the Company, nor any of its directors, officers or
employees, provides any representation, assurance or guarantee that the
occurrence of any events anticipated, expressed or implied in any forward-
looking statements will actually occur. Other than in accordance with its legal
or regulatory obligations (including under the Market Abuse Regulation,
the UK Listing Rules and the Disclosure and Transparency Rules of the Financial
Conduct Authority), the Company undertakes no obligation to update or
revise any such forward-looking statements, whether as a result of new
information, future events or otherwise.
WEBSITE
WPP’s website wpp.com gives additional information on the Group.
Notwithstanding the references we make in this Annual Report to WPP’s
website, none of the information made available on the website constitutes
part of this Annual Report or shall be deemed to be incorporated by
reference herein.
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