3 Controlling shareowner In order to ensure that Sir Martin’s exercise As the founder of the Group, Sir Martin Sorrell of the rights attaching to the B Shares do not has been issued with a B Share which provides prejudice the Company’s ability to comply with him with enhanced control rights. As the owner the Listing Rules, Sir Martin and the Company of the B Share, Sir Martin has the right to: have entered into a relationship agreement. Pursuant to this relationship agreement, • appoint one Director of the Company from Sir Martin has undertaken to ensure that: time to time and remove or replace such • transactions and arrangements with Sir Director from time to time; Martin (and/or any of his associates) will be • ensure no executives within the Group are conducted at arm’s length and on normal appointed or removed without his consent; commercial terms; • ensure no shareowner resolutions are • neither Sir Martin nor any of his associates proposed (save as required by law) or will take any action that would have the passed without his consent; and effect of preventing the Company from • save as required by law, ensure no complying with its obligations under the acquisition or disposal by the Company or Listing Rules; and any of its subsidiaries of an asset with a • neither Sir Martin nor any of his associates market or book value in excess of £100,000 will propose or procure the proposal of a (or such higher amount as Sir Martin may shareowner resolution, which is intended or agree) may occur without his consent. appears to be intended to circumvent the The B Share will lose the B Share Rights if it is proper application of the Listing Rules. transferred by Sir Martin and also: The Group has policies in place to ensure (i) in any event after 14 years from that the rights attaching to the B Share are 28 September 2018 (being the date on which not infringed. the B Share was issued), or, if earlier, the date on which Sir Martin retires or dies; or (ii) if Sir Martin sells any of the Ordinary Shares that he acquired on 28 September 2018 (other than in order to pay tax arising in connection with his holding of such shares). S4Capital Annual Report and Accounts 2021 61