Governance Report Executive Chairman’s governance statement On behalf of the Board, I present the Group’s governance statement for the year ended 31 December 2021. By As the Company has a Standard Listing, it is 2021 was another transformational year for Sir Martin not formally required to comply with the UK your Company, with 10 further business Sorrell Corporate Governance Code (July 2018) issued combinations taking place, but recent events by the Financial Reporting Council (‘the Code’). have brought that transformation into focus. The Company has, therefore, not formally Whilst we consider our governance appropriate adopted the Code (or any other corporate for a company of our size and ambition governance code), although the Board does and commensurate with the growth we are keep in mind the provisions and principles of experiencing, the delayed completion of our the Code when making governance decisions. audit for 2021 has highlighted there were As the Group was formed from Dutch and US deficiencies in our internal controls and our headquartered businesses, and has made ability to produce timely information. We must many international business combinations, do and will do better. it was not initially considered appropriate to We had already recognised that more adopt the Code. However, the Directors have investment was required in our finance team. kept the matter under review and it is currently One of Mary Basterfield’s objectives when she proposed that the Company adopt the Code was appointed in January 2022 was to consider in FY2023, and preparations to do so are the structure of the finance team globally and under way. to add to it where required. We had several The Board has a Nomination and Remuneration senior personnel changes in the finance team Committee and an Audit and Risk Committee, of our Content division during 2021 which both comprised of independent Directors. undoubtedly didn’t help the evolution of our The terms of reference of these committees internal controls. We have since appointed a are available on the Company’s website, new CFO for our Content practice and a new www.s4capital.com. Group Financial Controller alongside a number We believe that governance, especially in of other senior hires within the Content practice relation to environmental and social issues, and at Group level. is critical to good business and we are The Board intends to build out the Company’s committed to upholding the ethical standards internal control team and is in the process of to which our people and clients aspire. securing internal audit provision from a large accounting firm. 56 S4Capital Annual Report and Accounts 2021