Governance Report Directors’ Report continued Political donations During the year the Group did not make any donations or contributions to any political party or other political organisation and did not incur any political expenditure within the meanings of sections 362 to 379 of the Companies Act 2006. Events after the balance sheet date Events after the balance sheet date are disclosed in Note 28 to the financial statements. Annual General Meeting The ‘hybrid’ AGM of the Company will be held at 1.00 pm on 16 June 2022. For participation details please refer to the Notice of AGM. The resolutions being proposed at the 2022 AGM include the receipt of this Annual Report and Accounts including the Directors’ Remuneration Report, the approval of the revised Directors’ Remuneration Policy, the election or re-election of members of the Board, the reappointment of the auditors, the renewal for a further year of the limited authority of the Directors to allot the unissued share capital of the Company and the disapplication of pre-emption rights, the renewal of the authority to make off-market purchases, the request for shareowner approval to reduce the notice period for calling general meetings (other than the AGM) to 14 clear days, the approval of the capitalisation of the Company’s merger reserve, the approval of a capital reduction, an amendment to the Company’s articles of association, and the approval of a new schedule to the Company’s Employee Share Ownership Plan. Fairness Statement The Board considers that the Annual Report and Accounts, taken as a whole, are fair, balanced and understandable and provide the information necessary for shareowners to assess the Company’s position and prospects, including its performance, business model and strategy. While this is the Board’s responsibility, it is overseen by the Audit and Risk Committee who ensure that management’s disclosures reflect the supporting detail or challenge them to explain and justify their interpretation. The Audit and Risk Committee reports its findings and makes recommendations to the Board accordingly. The Audit and Risk Committee is supported in this role by using the expertise of the statutory auditor, who in the course of the audit, considers whether accounts have been prepared in accordance with IFRS and whether adequate accounting records have been kept. Going concern The Group’s business activities, together with the factors likely to affect its future development, performance and position are set out on pages 8 to 38. The financial position of the Group, its billings, gross profit and profitability are described on page 98 onwards. In addition, Note 5 to the Group financial statements include the Group’s objectives, policies and processes for managing its capital and financial risk, its financial risk management objectives, details of its financial instruments and hedging activities and its exposures to credit risk and liquidity risk. Having considered the Group’s cash flows, liquidity position and borrowing facilities, the Board has a reasonable expectation that the Company and Group have adequate resources to meet their financial obligations as they fall due for a period of at least 12 months from the date of signing these financial statements and future and have therefore continued to adopt the going concern basis in preparing these financial statements. For further details on going concern see Note 2 on page 113. Independent auditors PricewaterhouseCoopers LLP has confirmed its willingness to continue as auditors of the Group. In accordance with section 489 of the Companies Act 2006, separate resolutions for the appointment of PricewaterhouseCoopers LLP as auditors of the Group and for the Directors to determine its remuneration will be proposed at the forthcoming AGM of the Company. 96 S4Capital Annual Report and Accounts 2021