3 We have recently recruited a new executive to Assuming that all of the Directors are re- lead the further development of our compliance elected at the AGM, our Board will comprise and governance structure and have set a nine men (64%) and five women (36%) and our target for the end of 2022 for any changes to Non-Executive Directors will have an even split be implemented. As the Company continues of four female and four male directors. to expand into new jurisdictions and welcomes Half of the Board (excluding the Chairman) new people and clients, we will strive to should comprise Non-Executive Directors ensure that our governance structures remain determined by the Board to be independent appropriate and effective so as to keep pace in character and judgment and free from with such changes. relationships or circumstances which may Our commitment to achieve high standards impair, or could appear to impair, the Director’s of governance influences the composition judgment. The Board considers Elizabeth of the Board as well as the way it and its Buchanan, Rupert Faure Walker, Margaret committees operate. I have held the role of Ma Connolly, Naoko Okumoto, Sue Prevezer, Executive Chairman of the Company since Paul Roy, Daniel Pinto and Miles Young to be 28 September 2018 and during the year independent for these purposes. there were six other executives on the Board, We are grateful, once again, for the support we ensuring that there was a substantial and have received from shareowners during 2021. robust challenge to my voice. Pete Kim and Peter Rademaker have both decided not to A key part of the Board’s commitment to high seek re-election at the AGM. I would like to standards of governance is active dialogue thank them for their historic contributions to with shareowners. We will be holding our the development of MightyHive Inc. and Media. AGM on 16 June 2022 both in London and Monks. Following the AGM, we are proposing electronically. We continue to welcome that our Board will be comprised of our existing dialogue and engagement with shareowners eight independent Non-Executive Directors, a outside of our general meetings but look new independent Non-Executive Director who forward to seeing many of you again on will chair our Audit and Risk Committee, myself 16 June. and the five other Executive Directors. We hope to announce the new Non-Executive Director in short order. Together, that will provide a team who bring vast and differing experiences of the corporate world, knowhow and reputations as sage advisers. Our Board, which is designed, and willing, to challenge me, will help ensure Sir Martin Sorrell that, even though S4Capital is my creation, Executive Chairman it will continue to be crafted for the benefit of shareowners. The Board has discussed the 14 May 2022 scope of my role and remains satisfied that it is appropriate for me to continue to act in a combined capacity as the Executive Chairman. We were delighted to welcome Mary Basterfield to the Board in January 2022. Mary has had over 20 years of extensive financial experience at Sony Music, Warner Music, Dentsu Aegis, Expedia, UKTV and, most recently, Just Eat. We will continue to review the effectiveness of the Board and that of its committees on an annual basis to ensure that it continues to have the appropriate level of global experience and diversity. S4Capital Annual Report and Accounts 2021 57