Group Policies

UK Tax Strategy

Introduction

This UK Tax Strategy sets out the approach of the Williams Lea Tag Group (the WLT Group) to risk management and governance arrangements in relation to UK taxation. It applies to all UK entities in the WLT Group within the charge to UK Corporation Tax and covers the attitude towards tax compliance, tax governance, tax planning and tax risk management as well as the approach to dealing with the UK tax authorities (HMRC).

The publication of this UK Tax Strategy complies with the requirements of the Finance Act 2016 Schedule 19 paragraphs 19(2) and 19(4) for the financial year ending 31 December 2017 and remains in force from the date of publication until it is superseded.

In November 2017, the WLT Group was acquired by Advent International, a global private equity investor. The UK operations of the WLT Group are fundamentally unaffected by this change.

Approach to Tax Risk Management and Tax Governance

As a multinational organisation, the WLT Group is exposed to a variety of tax risks. The WLT Group looks to manage tax risks in a similar way to other risks in the WLT Group.

The Finance function is responsible for monitoring tax risks within the business and internal controls are put in place to identify, quantify and manage those risks. Day to day management of the WLT Group’s tax affairs is delegated to the Group Head of Tax, a senior member of the Finance function who reports directly into the Group Chief Financial Officer (“GCFO”). The GCFO is the Board member with executive responsibility for tax matters. Ultimate responsibility for tax risk management and tax governance rests with the WLT Group Board.

The WLT Group is committed to full compliance with all statutory tax requirements and full disclosure to relevant tax authorities. The WLT Group’s tax affairs are managed in a way which takes into account the group’s wider corporate reputation in line with the group’s overall high standards of governance.

Attitude Towards Tax Planning

The WLT Group understands its responsibilities in complying with all relevant tax legislation and regulations in every country in which it operates. The WLT Group reserves the right to structure its affairs in a tax efficient manner and to utilise tax reliefs and incentives in accordance with intended government policy objectives. The WLT Group does not enter wholly artificial structures or transactions which serve no commercial purpose other than to avoid tax.

All WLT Group employees are subject to the Code of Conduct provided to them when joining the business and this is available on the employee intranet.

External advice may be sought in relation to any area of taxation, including tax compliance processes, tax structuring and tax planning.

Level of Acceptable Tax Risk

There are no formal levels of acceptable tax risk. Tax risks are managed on the same basis as other risks within the business. The WLT Group is fully committed to complying with all tax laws and regulations in each of the countries in which it operates.

Approach towards Dealings with HMRC

The WLT Group seeks to establish and maintain an open and constructive relationship with HMRC. The WLT Group is committed to compliance with all statutory obligations and undertakes to provide full disclosure of all relevant matters. Where appropriate, the WLT Group will engage with HMRC at an early stage to address any areas of uncertainty and seek to resolve disputed matters in a timely manner.

The Walker Guidelines

The private equity industry faced significant reputational challenges in the UK in 2007 and 2008, and as a result, the British Private Equity and Venture Capital Association commissioned Sir David Walker to conduct a review into disclosure and transparency within the industry. This review led to the development of the Walker Guidelines, which apply to the largest private equity-backed companies in the UK and operate on a ‘comply or explain’ basis. The Walker Guidelines are the cornerstone of activities to demonstrate the UK private equity industry’s commitment to transparency of its activities. Williams Lea Tag group intends to comply with these guidelines, with the exception of the non-financial KPIs as explained later in this report.

Ownership

The AI Wertheimer Holdings Group is owned by funds containing institutional owners and is controlled by funds advised by Advent International Corporation, a private equity investment company.

The Group is owned by funds containing institutional investors and controlled by Advent International Corporation.

About Advent International

Founded in 1984, Advent International Corporation (“Advent”) is one of the largest and most experienced global private equity firms. With offices on four continents, Advent has established a globally integrated team of more than 470 investment professionals, focused on buyouts and growth equity investments in five core sectors. Since beginning its private equity strategy in 1989, Advent has invested $54 billion in over 370 private equity investments across 41 countries, and as of 30 September 2020, managed $66 billion in assets. For more than 30 years Advent International has sought to invest in well-positioned companies and partner with management teams to create value through sustained revenue and earnings growth.

The board that directs and controls the group operates at the level of a subsidiary company, Wertheimer UK Ltd.

Directors of Wertheimer UK Limited

The directors who hold office were as follows:

Appointed

James Brocklebank29 November 2017
Chris Benson22 March 2018

Messrs Brocklebank and Benson are representatives of Advent International and the investment funds managed by Advent.

Short biographies for the current Board members (including Advent directors) are shown below:

Ralph Kugler (Chairman Williams Lea Tag)

Ralph has over 25 years of experience in senior executive positions within international and FTSE-100 businesses. He previously served on the Board of Unilever PLC, spending 29 years in a variety of roles and has also held Non-Executive positions at Intercontinental Hotels Group PLC and Mars, and is a former Senior Advisor to 3i Group.

David Kassler (Group CEO Williams Lea Tag)

David Kassler is Group CEO of Williams Lea Tag, the leading marketing and communications partner for global brands worldwide. David is an experienced executive with a 28 year track record of leading transformations in the Consumer, Media and Creative Industries. After spending 6 years as an Operating Partner in private equity with Terra Firma where (amongst other roles) he was Chairman of leading German retailer Tank & Rast, David has spent the last decade as CEO of private equity-backed businesses including the global music label EMI Music and Film and TV content platform Deluxe Entertainment. Earlier in his career David was a Marketing Director in the Czech beer industry, and a Strategy Consultant with OC&C. He is also a co-founder of the synchronised mobile video platform DeviceMesh where he is a non-executive director. David is a dual British/American citizen who lives in the UK.

Gary McGaghey (Chief Financial Officer Williams Lea Tag)

Gary has a wealth of experience from various industries as a CFO with a track record of building world class finance teams, delivering organic and M&A driven growth and value in private equity. Prior to joining WLT as the Interim Group Controller, Gary was Group CFO at Nelson & Co Ltd. Prior to that he held various executive financial roles within Unilever.

James Brocklebank (Managing Partner at Advent International plc – London)

Experience: James Brocklebank joined Advent in 1997. Based in London, he is responsible for the European business and financial services sector team. Prior to Advent, James worked on international mergers and acquisitions in the London office of investment bank Baring Brothers and its affiliate Dillon, Read & Co. in New York. James has an MA in Geography from Cambridge University.

Investments: James has worked on 16 Advent investments, including Concardis GmbH, Equiniti, GFKL, Nets, Nexi, V. Group, Williams Lea Tag and Worldpay.

Directorships: Current: Nexi, Nets Holding, V.Group Limited, Williams Lea Tag.

Previous: Equiniti, MACH, Tertio Telecoms, Worldpay.

Chris Benson (Director at Advent International plc – London)

Experience: Chris Benson joined Advent in 2012. Previously, he worked for Actis, an emerging market private equity fund, making investments across Africa, Asia and Latin America. Prior to Actis, he was a consultant with OC&C Strategy Consultants in London.

Chris has an MA in Philosophy, Politics and Economics from Oxford University and an MBA from Harvard Business School, where he was a Fulbright Scholar.

Investments: Chris has worked on Advent’s investments in Nexi, Towergate, V.Group, Worldpay and Williams Lea Tag.

Directorships: Current: Williams Lea Tag.

Financial position

Borrowings

The Group’s borrowings were put in place at the time of the acquisition by Advent International on 30 November 2017.

Senior facilities

The Group’s financing facilities with a syndicate of lenders comprise senior loans of €120m and a revolving credit facility of €30m, which are secured by a charge over all of the Group’s subsidiaries. Interest is charged at a rate of EURIBOR (subject to a 1% floor when EURIBOR is less than zero) plus a margin of 5% and 3% on the senior loans and revolving credit facility, respectively. Interest on the senior loans is payable on a quarterly basis. All of the senior bank loans are repayable on 30 November 2022. Drawdowns of the revolving facility during the year ended 31 December 2020 which remained outstanding at year end totalled €25.4m (2019: €25.9m).

The senior facilities agreement includes one financial covenant, a leverage ratio, which is tested on a quarterly basis. The covenant requires that the Group’s net debt as at 31 December 2020 does not exceed 3.00 times (2019: 3.25 times) its adjusted consolidated EBITDA. At all testing periods during the year, the covenant tests were met. At year end the Group’s leverage ratio was 1.58.

Hedging Instruments

The Group has entered into forward foreign currency contracts to mitigate the exchange rate risk for certain foreign currency payables incorporating an interest rate swap to hedge the Group’s exposure to interest rate movements on the Senior bank loans.

Payments in kind loan

The Group’s borrowings as at 31 December 2020 include a PIK loan of €124.1m (2019: €115.4m) provided by Deutsche Post DHL. No repayments of the loan were made during the year (2019: nil). The loan is secured by a charge over all of the Group’s subsidiaries and interest is charged at a rate of EURIBOR (subject to a 0% floor when EURIBOR is less than zero) plus a scaled margin starting at 6.25% in year one and rising to 9.5% in year six. The PIK loan is repayable on 31 May 2023. Interest is capitalised and will be settled on the date of final repayment.

Financial risk

Financial risk management The Board of Directors has overall responsibility for the establishment and oversight of the Group’s risk management framework. The Group’s activities expose it to a variety of financial risks including inflation risk, credit risk, contract risk, market risk and liquidity risk.

Inflation risk

Inflation arises when goods and services sold by the Group are purchased from external suppliers. These costs are subject to regular review and competitive procurement processes. The Group is partially exposed to commodity price risk as a result of key raw materials historically showing volatility in price. These relate principally to the strategic sourcing service line and are also subject to regular review and competitive procurement processes. Where possible the Group passes the effects of such volatility on to its customers. Where not possible, this is communicated and the risk assessed by senior management.

Credit risk

Credit risk is the risk of financial loss to the Group if a customer fails to meet its contractual obligations. Credit risk management follows normal best practice and includes varying levels of credit assessments according to customer size and active credit performance management through key performance indicators such as days’ sales outstanding.

Contract risk

Contract risk is the risk of financial loss to the Group arising from contract breach. Contract risk is managed by a formal contract approval processes, active operational management and, to in some cases, certain risks are insured.

Market risk

Market risk is the risk that changes in foreign exchange rates and interest rates will affect the Group’s income or costs.

  • Foreign currency risk is attributable to investments, financing measures and operating activities. Cross-currency swaps are used to limit foreign currency risk. These transactions relate to the exchange rate hedging of all payments covering general business activities that are not made in the functional currency of the respective Group companies. The principle of matching currencies applies to the Group’s financing activities.
  • Hedging transactions performed in 2020 as part of foreign currency risk management related primarily to sterling, the US dollar and the Euro.
  • Interest rate risk results from changes in market interest rates, primarily for medium and long term debt. Interest rate swaps, cross-currency swaps and other types of interest rate contracts are entered into to hedge against this risk primarily under fair value or cash flow hedges, and depending on market conditions.

Liquidity risk

Liquidity risk is the risk that the Group will encounter difficulty in meeting obligations associated with financial liabilities. The Group aims to mitigate liquidity risk by managing cash generation by its operations and maintains funds on demand to meet all operational expenses including the servicing of financial obligations.

Principal activities

The Williams Lea Tag Group is a leading independent marketing and communications partner to businesses worldwide, enabling customers to activate their marketing strategies and optimise their communications. The Group comprises two distinct businesses: Tag, leading independent marketing activation partner, and Williams Lea, leading global provider in skilled, business-critical support services to law firms, investment banks, and professional service firms.

As a leading independent marketing execution partner, the Group is trusted by global brands worldwide to turn creative ideas into reality, working with clients to provide an end-to-end marketing execution service, powered by the latest innovations, advanced data analytics and deep digital expertise. As the first creative production company to provide full transparency of production spend, they are leaders in outsourced procurement with a range of flexible and cost-efficient models to deliver solutions across any channel anywhere in the world.

As a leading independent communications optimisation partner to legal and financial services firms worldwide, the Group enables customers to focus on their core activities and optimise people and resources to drive success. Using global expertise and local knowledge, the Group helps customers navigate complexity and constant change by building solutions focused on process optimisation, advanced technology and expert activation via the best people in the industry.

Principal risks and uncertainties

The Group assesses risk at board level and through other operational boards which meet on a regular basis. The principal risks and uncertainties facing the Group are set out below:

General business environment

The business of the Group substantially depends on the financial health of our customers which in turn depends on the global macro-economic environment.

Competition

The Group operates in a competitive environment and all contracts and processes are subject to regular analysis with the aim of retaining existing customers, growing the customer base and optimising the economic performance under customer contracts.

Employees

The hard work, expertise and commitment of its employees are essential to the commercial success of the Group and a high priority is placed on the effectiveness of employment practices and human resource development initiatives. Actions and programmes in relation to employee engagement and involvement are described in the Directors’ report.

Information technology and cyber risks

Information technology is an integral part of the Group’s service capability and its business performance depends heavily on the functioning and performance of its applications and infrastructure. Active risk management processes are in place to maximise the efficiency of the Group’s technology. The directors continuously monitor data security compliance and risk.

Business model

Business model The Williams Lea Tag Group is a global provider of marketing production and skilled business-critical support services worldwide. The Group comprises two strategic business units, Williams Lea and Tag.

Today we share one purpose: to create value for our clients by working smarter with fewer resources, enhancing efficiencies, improving their customers’ experience and strengthening their brand reputation. Our clients and their customers have always been at the heart of everything we do. Our long-term partnerships, great relationships, exceptional employees and leading technology have been the driving force behind our success.

Williams Lea is a global provider of skilled business-critical support services to financial, legal and professional services firms. From our humble beginnings as a print shop in London, to our position today as a global outsourcing leader, our business is built on a strong heritage, great relationships and a talented team. Williams Lea delivers efficient business processes in complex and highly regulated environments, connecting people, processes and technology to manage documents and streamline key back office functions.

Tag is a leading end-to-end global creative production and sourcing partner to brands and agencies. As a production and sourcing specialist, Tag offers a complementary skillset to in-house teams and advertising agencies to bring to life, extend and deploy creative ideas. As a client partner, Tag brings a consultative and collaborative approach to developing bespoke solutions for unique needs.

Business situation and strategy

The key future strategies to deliver growth in the Group’s marketing production and skilled business critical support services are as follows:

The key strategies to deliver this growth are as follows:

The creation of two strategic business units – Williams Lea (Business Support Services) and Tag (Marketing Production and Sourcing Services) with separate leadership and business plans.

  • Investment in broader digital capabilities to drive efficiencies and improve the client offering.
  • Customer excellence programme to drive commercial effectiveness including investment in next generation technology platforms to enhance client experience and value.
  • Building the mergers and acquisition pipeline to bolster Group capabilities and to bring in additional service lines as well as continued geographical expansion.

Outlook

During 2020 the management and directors of the business have acted to mitigate the impact of COVID-19, and our 2021 plans consider the implications of decisions taken. For Tag, regions encouraged clients to move spend towards digital, video & postproduction services, whilst other industries benefited from an acceleration of the shift to digital offerings (e.g. Pharma and Consumer Retail). Across Williams Lea, impacts primarily were to onsite services as client offices remain closed to staff, however, Back Office, Document Processing and Presentation Services remained strong as remote working continued, and these services remained critical in delivering client needs. More widely, the nature of the multi-country business offered further protection of volumes as markets were not locked down at the same time, as well as certain regions not being as severely impacted as others due to strong recovery (e.g. APAC).

Tag

Within the creative production and sourcing market, the Directors see growth in in-housing and a swing towards a mixed model, which is a very positive backdrop for the Group. The Group is able to offer customers, who are seeking end to end services across channels, a service which reduces cost and improves brand consistency, whilst maintaining a highly responsive and flexible operating model that also has a global reach.

Customers have been caught out by digital disruption, have been struggling to provide end-to end services and are hindered by a lack of transparency. A number of smaller start-ups are also harnessing the in-housing trend and are a potential long-term threat but due to the diverse offering of Tag have so far had little or no impact.

Williams Lea

Within the skilled business critical support market, both legal and investment banking clients are targeting reductions in real estate and employment costs which is again a very positive development for the Group. Clients are looking for digital workflow technology to improve their internal processes. A number of specialist competitors in both legal and investment banking are emerging at the higher end of the market. However, Williams Lea has few competitors that can compete effectively with the Group because of its equivalent geographic scale and breadth of services.

Regulations affecting the Group include General Data Protection Regulation (“GDPR”) and Cyber Security. GDPR favours scale providers with the technology and process compliance capabilities of the Group. Cyber protection is becoming increasingly important and the Group is responding to this with a significant investment in people and technology.

Employees

The Group believes that the wellbeing of its employees and their active participation in two-way communication forums is fundamental to the success of the business. Regular meetings, conference calls and webcasts are held where Company strategy and operational matters are discussed. Training is provided according to structured training and development plans for employees at all levels.

Employee engagement surveys are conducted annually and the most recent one had a higher participation rate than in recent years. The results of the survey are built into communication and consultation plans for each employee or, where more relevant, Group of employees.

Full consideration is given to all applications for employment and to treat all staff fairly, regardless of gender, religion, race, age or disability. Where existing employees become disabled, it is the Company’s policy, where practicable, to provide continuing employment under normal terms and conditions and to provide training and career development and promotion opportunities to disabled employees.

Senior employees participate directly in the success of the business through the Group’s bonus schemes. The organisation publishes information on the CDP portal about its climate change impacts and CO2 emissions.

Gender diversity information

The Group is committed to providing equal opportunities in employment and eliminating unlawful and unfair discrimination in employment and against clients.

The Group values the differences that a diverse workforce brings to the organisation and will not discriminate because of age, disability, gender reassignment, marriage and civil partnership, pregnancy and maternity, race (which includes colour, nationality and ethnic or national origins), religion or belief, sex or sexual orientation (each of these being a “protected characteristic” in discrimination law). It will not discriminate because of any other irrelevant factor and will build a culture that values openness, fairness and transparency.

The gender split of the Group’s work force at the end of December 2020 is set out below:

Details

Male

Female

Non-binary

Not declared

Total

Board

2

2

Senior management

16

5

  

21

Total workforce

4,799

3,652

3

44

8,498

In accordance with the Equality Act 2010 (Gender Pay Gap Information) Regulations 2017, the Company published our Gender Pay Gap Analysis which can be viewed on the Company

Website: https://www.wlt.com/gender-pay-gap-analysis/

Environmental matters

The Group recognises that environmental issues are a fundamental challenge for the global community. The business is committed to managing the environmental impacts that arise through the lifecycle of its products and services.

The Group has in place an Environmental Management System that demonstrates our commitment to environmental protection, pollution prevention, waste reduction and the preservation of our natural resources. We recognise our responsibility to manage the environmental impacts that arise through operations and the need to support our clients in achieving their environmental objectives. We believe we can affect positive environmental change within the market in which we operate and within the supply chain, that supports our products and services.

The Board supports our integrated Safety, Health, Environment and Quality (SHEQ) policy as it seeks to add value by safeguarding our reputation, minimising loss, improving our sustainability performance and providing continued service delivery.

Our SHEQ Policy sets the high-level structure within which the Group can meet its legal, regulatory and contractual obligations. We will identify our environmental aspects and impacts within our operations and manage these in accordance with good industry practice.

  • The Group’s SHEQ objectives include:
    Our aspiration is for no accidents, no harm to people and no damage to the environment.
  • We continuously strive to improve our performance and the quality of our delivered products and services, health & safety risk management, and environmental impact reduction, through measurable SHEQ targets.
  • We strive to deliver world leading products and services that create and retain highly satisfied customers, through the development and implementation of quality processes and working practices.
  • We will report our SHEQ performance in a factual and understandable way, both internally and publicly.
  • Business level SHEQ objectives will be defined, reviewed and agreed by the Executive Committee and communicated to all employees.

Our environmental management system is aligned to the ISO 14001 framework and in specific locations is certified against this standard. Key environmental aspects and impacts for the organisation include CO2 emissions, waste management and resource use.

The organisation publishes information on the CDP portal about its climate change impacts and CO2 emissions. The business also takes part in the EcoVadis scheme to disclose its performance in relation to Corporate Social Responsibilities (CSR) to relevant interested parties.

During the 2020 submission the Group achieved a gold (2019: silver) rating from EcoVadis with 69% (2019: 60%). The details of our business energy use and CO2 emissions for the UK are listed below:

Detail

2020

2019

Total KWH*

12,000,985

18,735,544

Total TCO2e**

2,932

4,735

TC02e per Euro’m UK gross revenue

7.4

10.14

*Scope 1&2 energy use

  

** Scope1,2 & particle scope 3 emissions

  

Methodology

Methods for calculating the energy use and CO2 emissions are following the government guidance (Environmental Reporting Guidelines: Including streamlined energy and carbon reporting guidance). Conversion factors used are those published from the Department for Business, Energy & Industrial Strategy for the relevant year. The period of reporting covers the company financial year running from January 1st to December 31st.

Scope and boundary

The scope and boundary of the energy data which has been reported is limited to the UK operations only at this point. In many cases the organisation operates on client sites and energy use for the client facility is not included in our reporting.

Scope 1 emissions are predominantly from natural gas used for heating and domestic water along with some fuel for fleet vehicles / business mileage.

Scope 2 emissions are predominantly from procured energy such as electricity supply to our premises.

Scope 3 emissions are partial and mainly in relation to procured business travel such as rail travel, air travel and hotel stays.

Data for gas and electricity use is taken from actual invoice data. The data for scope 1 business mileage is a combination of actual mileage readings and estimated emissions for vehicle types. Data for scope 3 procured business travel is estimated by emissions for vehicle types and standard industry practises.

Social community and human rights issues

The Group is developing its Corporate Social Responsibility strategy to widen its reach and measure its impact across the many communities we engage with. The Group performed the Corporate Social Responsibility assessment using the EcoVadis methodology and platform, where a Gold (2019: Silver) Rating was achieved. Our impact was assessed across four themes: environment, fair labour practices, ethics/fair business practices, and supply chain, and against 21 key CSR indicators.

Pursuant to Section 54(1) of the Modern Slavery Act 2015 the Group has taken and is continuing to take adequate practices to ensure that modern slavery or human trafficking is not taking place within our business or supply chain.

Modern slavery encompasses slavery, servitude, human trafficking and forced labour.

The Group has a zero-tolerance approach to any form of modern slavery. We are strongly committed to playing our part in eradicating modern slavery by ensuring we act ethically and with integrity and transparency in all business dealings and to putting effective systems and controls in place to safeguard against any form of modern slavery taking place within the business or supply chain.

Globally, the Group’s employees have participated and volunteered across a wide range of charitable initiatives including: Make-A-Wish International; the World’s Biggest Coffee morning with MacMillan in UK; the Australian Red Cross, assisting with the recovery of areas devasted by bushfires; supporting beach clean ups and many other children’s charities, all aiding the underprivileged in the community.