S
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Capital plc
Annual Report and Accounts 2022

By winning
we can win the decade
…through building a unified, purely digital
advertising and marketing services business,
which disrupts analogue models by embracing
content, data&digital media and technology
services in an always-on 24-7 environment, for
global, multinational, regional and local clients
and formillennial-driven influencer brands.
Our mission
www.s4capital.com/annualreport22

In this report
Our business
02 Financial highlights
04 Business model
06 What’s happening, NOW
0
Strategic Report
11 Letter to shareowners
14 Progress against our strategy
16 Measuring success: Key Performance Indicators
17 Financial review
24 Principal risks and uncertainties
Pages 65–70 also form part of the Strategic Report
1
Governance Report
72 Corporate governance statement of compliance
74 Leadership: Board of Directors
78 Executive Chairman’s statement
80 The role of the Board
89 Audit and Risk Committee Report
94 Nomination and RemunerationCommittee Report
99 Remuneration Report
117 Directors’ Report
3
Industry outlook and ESG reports
30 Our world now
By Sir Martin Sorrell
37 ESG: Our sustainability commitments
40 TCFD Report
48 Material impact and our stakeholders
50 Zero Impact Workspaces
55 Sustainable Work
57 Diversity, Equity and Inclusion
62 ESG stories
65 Non-financial information statement
66 Section 172 statement
2
Financial statements
122 Independent Auditors’ Report
134 Consolidated statement of profit or loss
135 Consolidated statement of comprehensive income
136 Consolidated balance sheet
137 Consolidated statement of changes in equity
138 Consolidated statement of cash flows
139 Notes to the consolidated financial statements
194 Company financial statements
201 Appendix: Alternative Performance Measures
206 Shareowner information
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Capital plc Annual Report and Accounts 2022 1

Billings
1
Pro-forma
3
billings
£1.9bn £1.9bn
+45.8% +24.3%
Like-for-like
2
+23.5%
Revenue Pro-forma revenue
£1,069.5m £1,108.7m
+55.8% +25.8%
Like-for-like +24.3%
Net revenue Pro-forma net revenue
£891.7m £924.1m
+59.1% +27.1%
Like-for-like +25.9%
Operational EBITDA
4
Pro-forma operational EBITDA
£124.2m £136.3m
+23.0% -11.8%
Like-for-like -16.4%
Operational EBITDA margin
5
Pro-forma operational EBITDA margin
13.9% 14.7%
-410bps -650bps
Like-for-like -710bps
Operating loss Adjusted operating profit
6
-£135.3m £114.1m
2021 -£42.1m +20.4%
Like-for-like -19.5%
Financial highlights
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Capital plc Annual Report and Accounts 2022 2
Our business

Loss before income tax Adjusted result before income tax
-£159.7m £89.7m
2021 -£55.7m +10.5%
Basic loss per share Adjusted basic earnings per share
- 2 7. 0 p 11.8p
2021 -10.3p 2021 13.0p
Market capitalisation at 12 April 2023 Share price at 12 April 2023
£911m 158.6p
For full reconciliation from statutory to non-GAAP measures, please refer to the Alternative
Performance Measures Appendix on page 201.
Notes:
1. Billings is gross billings to clients including pass-through costs.
2. Like-for-like relates to 2021 being restated to show the unaudited numbers for the previous year of the existing and acquired
businesses consolidated for the same months as in 2022 applying currency rates as used in 2022.
3. Pro-forma numbers relate to unaudited full-year non-statutory and non-GAAP consolidated results in constant currency as
ifthe S
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Capital plc Group (the Group) had existed in full for the year and have been prepared under comparable GAAP with
no consolidation eliminations in the pre-acquisition period.
4. Operational EBITDA is EBITDA adjusted for acquisition related expenses, non-recurring items (primarily acquisition
payments tied to continued employment, restructuring costs and amortisation of business combination intangible assets)
and recurring share-based payments, and includes right-of-use assets depreciation. It is a non-GAAP measure management
uses to assess the underlying business performance.
5. Operational EBITDA margin is operational EBITDA as a percentage of net revenue.
6. Adjusted operating profit is operating profit/loss adjusted for non-recurring items (as defined above) and recurring
share-based payments.
7. Adjusted result before income tax is profit/loss before income tax adjusted for non-recurring items (as defined above)
and recurring share-based payment.
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Capital plc Annual Report and Accounts 2022 3

Business model
We are NOW.
We shift industries forward by flexing
and reshaping how businesses
interact with people against the
needs of a constantly evolving world.
What we do today, this minute, this
NOW, is what moves us forward; our
cultures, our work, our industries,
our worlds.
While everyone talks about
the future, we make the future
happen NOW.
People
8,900
Countries
32
Unitary structure
1
S
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Capital is a
new-age/new-era
digital advertising,
marketing and
technology services
company, operating
in the fastest-
growing segment
of the advertising
and marketing
services market.
We are
purely digital
With a
unitary
structure
Holy Trinity of:
First-party data
Digital content
Digital media
Speed
Quality
Value
More
Our four core principles
We are purely digital
Digital is by far the fastest-growing segment of the advertising and
marketing services market.
Holy Trinity of First-party data, Digital content, Digital media
Personalised content automatically served to consumers based on their
digital activity.
Speed, Quality, Value, More
Or Faster, Better, Cheaper, More. Faster means more agility; Better
means best use of technology such as artificial intelligence (AI) and
virtual reality (VR); Cheaper means more efficient. More means change
driven by AI.
With a unitary structure
Our unitary structure with a single P&L gives our people a sense
ofcommon values, shared goals and collaborative spirit.
Underpinned by:
Our people
Read more on pages 57–61
Financial performance
Read more on pages 17–23
A commitment to ESG
Read more on pages 37–64
Risk management
Read more on pages 24–28
Our business
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Capital plc Annual Report and Accounts 2022 4

Strengths and differentiators
Our people
Our executive management team combines senior
industry expertise with successful entrepreneurs to
create a growth-focused culture among our 8,900
talented professionals.
We celebrate diversity and recognise the
importance of attracting, retaining and developing
the best talent in the market at all levels of
the Company.
Our clients
We work for global, multinational, regional and
local clients. We build scaled relationships with our
clients, becoming partners they rely on for their
marketing, technology and growth needs.
Almost half of our revenue is from clients in the
Technology sector which provide us with exciting
growth and partner opportunities. We have a
stated objective to develop 20 scaled clients of
$20 million or more in revenue (‘whoppers’).
Speed
Agility is at the heart of our offer to clients.
We leverage technology and our unitary approach
to respond to client requirements quickly
and efficiently.
Quality
Our ambition is to be the best quality partner to the
world’s leading technology companies.
With our unique understanding of their products we
can provide services built around their technology.
More
Our purely digital offering means we are swiftly
capitalising on the arrival and benefits of AI.
Our operating model
Value
With our focus on digital marketing and technology,
we provide a strong value proposition to clients
who are looking to get the best possible return on
their investment.
Our data-driven approach coupled with our speed
to market and measurement capabilities mean
clients receive more effective and reliable results.
Geography
Our presence in 32 countries enables us to provide
global coverage and local insight.
Single P&L
Unlike traditional agency holding companies,
wehave a single P&L, aligned around the
Media.Monks brand. This allows us to provide
an integrated service to clients, broader career
paths for our people and a more profitable model
for investors.
Addressable markets
We focus on large high-growth market
opportunities including the digital marketing,
media and transformation markets. These are all
expanding multi-billion dollar markets, which allows
us to focus on growth without the distraction of
providing services in declining traditional markets.
How we do it
People
8,900 talented professionals
Practices
Content, Data&Digital Media, Technology Services
Principles
Speed, Quality, Value, More: in a unitary structure
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Capital plc Annual Report and Accounts 2022 5

In a world where experience and engagement are being
driven by increasingly rapid cycles of disruption, we
asked some of our Monks to tell us where the action is.
What’s happening,
AI
Michael Dobell
Chief Innovation Officer
We love a good disruption
There are massive implementation opportunities.
Customer expectations for personalisation will fundamentally
bend towards empathetic content. Brands will need to deliver
exponentially more content driven by more data points, and
will be able to make sense of it like never before. All this means
more conversion and more precision and we are designing the
AI engines that power our brands through this change from
owned AI to the workflows that generate high quality content
while mitigating risks. Brands need a partner who can provide
guidance on the opportunities, and we're also doing that right
now for our people.
Our business
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Capital plc Annual Report and Accounts 2022 6

As part of two years’ experimentation and neural
network training, the team at Labs.Monks built a
series of machine learning-enhanced music video
animations that demonstrate true creative symbiosis
between humans and machines, in which a 3D
human figure performs a dance developed entirely
by (or in collaboration with) artificial intelligence.
Salesforce’s
marketing characters,
including Einstein
the data scientist and
Ruth the architect,
offer customers
guidance, support
and inspiration to help
them get the best out
of technology.
Our partners
Scott Jamieson
VP, Global CRM practice
Making transformation happen
Improving use of tools, technology
and experimenting with new marketing
strategies are at the top of our clients’
priority list. As a Salesforce Summit partner,
we're able to work with our clients to make
sure they're getting the most out of their
marketing technology investment through
new implementations and integrations, as
well as optimising their existing martech
stack. We then plug into the rest of the
media market API to act as an agency of
record across CRM by supporting strategy,
creative production and deployment of
campaigns that transform our clients’
customer experience.
Social
Bruno Lambertini
CEO, Circus.Monks
Three big things – and how we’re responding
1. Audiences are moving away from content sharing and a meeting point
to a place where they can broadcast, where they can be entertained.
Where there is a marketplace for them.
2. The emergence of new decentralised platforms is creating a bigger
fragmentation of audiences into smaller and niche communities.
3. And CEOs and CMOs are asking: how can I translate and transform
my business into a social-first organisation?
Our answer: to turn everything we touch into social, by deciphering
social signals, crafting social dynamics and enabling social conversion
to impact our clients’ top and bottom line.
“ New
decentralised
platforms are
creating a bigger
fragmentation of
audiences into
smaller and niche
communities”
Watch the full stories at
www.s4capital.com/
annualreport22
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Capital plc Annual Report and Accounts 2022 7
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What’s happening, now continued
“ This is about talking to
specific communities with
deep, authentic conversations
that resonate far beyond
simply those communities”
Our clients
Amy Michael
Chief Client Officer
Bottom line, clients need one
global agency team
The industry’s decade-long move to
digital has increased marketers’ ability to
capture data, manage campaigns and use
technology to maximize performance.
Marketers can look more holistically
across the consumer journey, leverage
core assets more efficiently, and create
the need for single points of truth in data
management and analysis. Now, clients
want agencies that are multifaceted,
providing a mix of generalists and
specialists to deliver strategy through
execution. And who understand how this
will all help drive operational efficiencies.
Culture
Ryan Ford
President and Chief Creative
Officer, Cashmere.Monks
Making deeper, authentic connections
The tumultuous challenges that we have had as a
society, as a culture over the last couple of years are
really just coming to a head right now. What started
off as an economic anxiety very quickly turned
into an existential anxiety. Who am I as a person?
Who am I to my coworkers? Who am I to my family?
Who am I to my community? And what we realised,
along with what many corporations, companies and
entities are realising, is that we simply weren't doing
enough to tackle the challenges of a changing
and more diverse marketplace. We want to make
sure that we are creating marketing assets and
manifestations that connect on a very specific
level to the consumer, where we can build deeper
connections with communities that for so long have
not been spoken to or collaborated with. This is
not simply a multicultural idea. It's not simply an
Asian-American or an African-American or Hispanic
idea. This is about talking to specific communities
with deep, authentic conversations that resonate far
beyond simply those communities.
Data
Tyler Pietz
EVP, Global Head of Data
Getting up close and personal
withcustomers
Consumer-facing companies that have
historically had arm’s length relationships
with their end customer are now becoming
much more aggressive and disintermediating
some of their retail and media partners in
order to communicate and transact directly
with consumers. One of the innovations
that's actually making this possible is the
proliferation of artificial intelligence, and
specifically products like Chat GPT that
allow for those communications to exist on
ascale that was previously unprecedented.
Our business
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Capital plc Annual Report and Accounts 2022 8

Digital
transformation
Brady Brim-DeForest
CEO, TheoremOne
To survive, take five
To prepare your organisation for digital
transformation in 2023:
1. Use data analytics to understand
customer needs, behaviour
and preferences.
2. Invest in tools and flexible work policies
that keep your team connected.
3. Harness the power of AI to automate
processes and deliver personalised
experiences for your consumers and
your staff.
4. Help your team stay updated on emerging
technologies and trends.
5. Invest in training programmes to equip
your team with the digital skills needed to
succeed in this digital age.
China
Rogier Bikker
Managing Director, Media.Monks China
China is back in business
Chinese consumers are ready to spend, travel and splurge. And we're
helping our clients grab these opportunities right now. We’re working
with brands across auto, luxury fashion, retail and technology to create
world-class digital experiences that impress the most discerning
audience in the world, Chinese consumers. We recently worked with
Chinese electric vehicle brand JIDU to create the world’s smartest
showroom in Beijing, where every interaction is digitally enabled,
connected and immersive to drive direct business impact.
Sustainability
Regina Romeijn
Global Head of ESG
Keep on keepin’ on
It takes resilience to continue the sustainability
agenda, as it's often eclipsed when we experience
an inflationary environment or economic
uncertainty. But we do see initiatives and tools
entering the industry that can create more
sustainable solutions. In our client work, we’re using
these tools to work on solutions to reduce data
storage, measure the impact of digital products,
and understand how we can measure DE&I or social
impact. It is all first-step innovation, but it answers
to the need of our planet to make a change now.
Watch the full stories at
www.s4capital.com/
annualreport22
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Capital plc Annual Report and Accounts 2022 9
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Strategic Report
11 Letter to shareowners
14 Progress against our strategy
16 Measuring success: Key Performance Indicators
17 Financial review
24 Principal risks and uncertainties
1
We catalyse industries
byinnovating, flexing and
re-inventing how businesses
interact with the world, now.
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Capital plc Annual Report and Accounts 2022 10

Letter to shareowners
Dear shareowner
2022 was good in parts, with continued
strong, client conversion and top-line like-for-
like growth offset by weaker than expected
operational EBITDA margins. We ended the
year with good momentum with the second half
delivering three times the operational EBITDA
of the first half. The much improved second
half performance reflected the expected
market leading net revenue growth, tighter
cost management and better cash generation,
underpinned by enhanced commercial
discipline and financial processes. These will
remain the core focus.
2022 was our fourth full financial year with
revenue of over £1 billion for the first time.
Net revenue of nearly £900 million was up
26%on a like-for-like basis ahead of our
2022target of 25%.
The growth rate achieved was well ahead of
those generated by our two main addressable
markets – digital media and transformation.
Operational EBITDA of £124.2 million was
also slightly ahead of the revised guidance
of £120 million. We delivered an overall
operational EBITDA margin of 13.9%, with a
H2 margin of 18.2%. We are encouraged by
the improved profitability in the second half,
which represented around 75% of the full year
operational EBITDA.
The Company has a strong balance sheet with
net debt ending lower than we had anticipated
at £110 million or 0.8x pro-forma operational
EBITDA. The net debt outperformance is due
to better working capital management and
reflects our strengthened financial discipline
around billings and receivables.
We made two important, large, combinations
with TheoremOne and XX Artists, both of
which performed well in their first year with
the Company. We also merged with a smaller
firm, 4 Mile Analytics, built around Google’s
Looker platform, that has disappointed and
accordingly we have written down the goodwill
and the majority of the assets and executed a
reorganisation plan.
In 2023 there will be a cash outflow relating to
2022 and prior year combinations, with net debt
expected to rise as a result. We will maintain a
conservatively levered balance sheet and the
focus for the time being will be on maximising
value from our existing businesses.
Both digital media and transformation growth
remain well above those of traditional, analogue
markets. We are mainly focused on the digital
media and transformation markets and are
at the heart of developing trends around
Blockchain, the Metaverse and AI. We are
already starting to use Artificial Generative
Intelligence in improving copywriting
“ The much improved second
half performance reflected the
expected market leading net
revenue growth, tighter cost
management and better cash
generation, underpinned by
enhanced commercial discipline”
Sir Martin Sorrell
Executive Chairman
11
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Capital plc Annual Report and Accounts 2022

productivity, in delivering more empathetic
hyper-personalisation (better targeted content
at greater scale), more automated media
planning and buying and ensuring our people
have access to what we term AI’s ‘superpowers’.
We do, however, expect our markets and clients
to grow more slowly in 2023, reflecting the
weaker global economic conditions which have
been impacted by inflation and higher interest
rates, and general geopolitical uncertainty
around US/China relations, the war in Ukraine
and relations with Iran.
The Company reports in three well-defined
practices: Content, Data&Digital Media and
Technology Services. Content, which had
a challenging first half, had much improved
operational EBITDA delivery in the second
half, with net revenue growth converting
to the bottom line reflecting a more tightly
managed cost base. Data&Digital Media saw
operational EBITDA reduce significantly in
2022 against a strong comparative in 2021.
Net revenue growth, although good, was lower
than expected in the second half and costs
ran ahead of growth. Corrective actions are
being taken. In Technology Services, both
Zemoga and TheoremOne performed strongly
in the year.
As expected and reflecting the need to improve
the Company’s financial management, central
costs grew significantly in 2022 with investment
in people and processes to strengthen finance,
legal, governance and assurance.
Board updates
In 2022 the Company strengthened its Board
with a number of senior appointments.
In January 2022 we were pleased to welcome
Mary Basterfield as our new Group Chief
Financial Officer and Executive Director.
Mary has over 20 years of extensive
financial experience and, since joining,
Mary has appointed several experienced
finance professionals within the Group and
practice finance teams. The team has made
significant progress in the year allowing the
Group to deliver its full year 2022 results in
atimely manner.
In August 2022, Colin Day was appointed to
S
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Capital’s Board as a Non-Executive Director
and the new Chair of the Audit and Risk
Committee. Colin has decades of experience
inboth management and governance roles.
In addition, Christopher S. Martin, one of
the founders of MightyHive Inc., has been
appointed Chief Operating Officer, to scale
the Company’s organisational structure
and processes.
We now have a Board of 15 Directors, nine Non-
Executive Directors, of which four are women
and five are men, and six Executive Directors.
Environmental, Social and
Governance(ESG) strategy
2022 was a year of action, concentrated
around the three areas of our ESG strategy:
Zero Impact Workspaces; Sustainable Work;
and Diversity, Equity and Inclusion (DE&I).
We are adopting new tools to help us
move towards increased transparency and
measuring of CO
2
emissions. We continue
to engage with leading stakeholders,
industry efforts and global initiatives – like
the World Economic Forum and Shanghai
Municipality’s International Business Leaders’
Advisory Council (IBLAC). After signing The
Climate Pledge in 2021 with a goal to reach
net zero by 2040, we took full inventory of
our emissions, using the Greenhouse Gas
(GHG) Protocol standards to understand the
reduction opportunities within the Company.
We submitted our SBTi letter of commitment
and are developing a detailed roadmap in 2023.
Across the Group, we donated 4,090 hours for
community and charity services and increased
our For Good projects from 251 to 445.
We focused on our people and people
experience with the launch of our DE&I
platform, Diversity in Action, which touches
allaspects of our business.
Letter to shareowners continued
Strategic Report
12 S
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Capital plc Annual Report and Accounts 2022

Embedding a greater understanding of diversity
and cultural fluency into the Group is also a
top priority. We signed the United Nations
(UN) Women’s Empowerment Principles and
continue to focus on closing the representation
gap in our industry by providing training to
underserved and/or underrepresented talent.
We also enhanced our ESG governance
structure, updated our global policies and
compliance, completed our Task Force on
Climate-related Financial Disclosures (TCFD)
risk assessment and entered our ESG data
into the CDP global disclosure system for the
first time.
You can read more about our ESG performance
and activities on pages 37-64.
Summary and outlook
The strategy of S
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Capital remains the same.
The Company’s purely digital transformation
model, based on first-party data fuelling the
creation, production and distribution of digital
advertising content, distributed by digital media
and built on technology platforms to ensure
success and efficiency, resonates with clients.
Our tagline ‘faster, better, cheaper, more’, or
‘speed, quality, value’ (to which with the arrival
of AI we have added ‘more’) and a unitary
structure both appeal strongly, even more so in
challenging economic times.
For 2023 we target our net revenue growth rate
to reflect those of the two main addressable
digital markets we serve. We estimate this as
around 8-12% like-for-like, after reflecting the
pro-forma impact of one ‘whopper’ reduction
on net revenue. We will continue to manage
costs tightly and target an operational EBITDA
margin of 15-16%. As in previous years, given
our seasonality, 2023 will again be second
half weighted. Longer term, we continue to
be able to deliver strong net revenue growth
with operational EBITDA margins returning
tohistoric levels.
Agents of now
In 2022 we cemented our offer in the digital
marketplace with a new proposition: ‘NOW’.
The industry has become so fixated on ‘what’s
next’ that it’s easy to forget where our clients’
priorities are. Rather than a five-year plan, they
need results, solutions and relevance right now.
Change is happening rapidly every day and
weneed to acknowledge that by constantly
re-inventing ourselves and becoming the
change makers. That’s how industries move
forwards, and that’s the measure by which
weshould judge ourselves.
Sir Martin Sorrell
Executive Chairman
“ We are mainly focused on the digital media
and transformation markets and are at the heart
ofthese developing trends”
13
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Capital plc Annual Report and Accounts 2022

Progress against our strategy
Strategic pillar Objective 2022 progress 2023 goals Measurement
Clients
• Build scaled relationships with clients.
20x20 goal – 20 clients with $20 million
annual revenues
• Focus on Technology clients
• 10 ‘whopper’ clients achieved
• Next 14 ‘whoppers’ identified
• 46% revenue from Technology clients
• Further penetration of existing ‘whoppers’
• Develop more ‘whoppers’
• Increase Purpose-driven clients
• Number of ‘whoppers’
• Average revenue per client
• % revenue by
industry sector
Read more on pages 5 and 36
People
• Attract, retain and develop the best
talent in the industry
• Chief People Officer (CPO) appointed
• Launched global diversity programme
• People experience and global communications launched
• Obsidian Black Leadership Program
• Global Monk action committees on mental health and equity
for women
• Global hiring approval process to align cost and growth
• Global merit cycles for all parts of the business
• Quarterly career growth conversations and reviews
• Continue to manage people cost in line with revenue growth
• Expand global DE&I and community groups
• Identify global peer-to-peer learning platform
• Accelerate.Monks middle management training programme
• Motif.Monks senior management retention programme
• Four quarterly career
growth conversations
• Churn rate
Read more on pages 57–61
Culture
• Build a diverse culture and increase
diverse representation
• Expanded S
4
Fellowship with F2
• 6% Black in the US
• Black History Month, Hispanic Heritage Month and Obsidian
Black Leadership Program
• Second cohort of S
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Women in Leadership
• Increase proportion of Black US talent
• Increase proportion of BIPOC US talent
• Increase women in leadership globally
• Third cohort of S
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Women in Leadership and online expansion
• Third cohort of S
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Fellowship
• Annual diversity survey
Read more on pages 57–61
Sustainability
• Carbon neutral by 2024 and our
promise to be net zero in 2040
(The Climate Pledge)
• Carbon neutral through offsetting
• B Corp progress
• Emission reduction roadmap
• CDP submitted, B-score
• TCFD Report created
• SBTi analysis/formal commitment letter
• ESG governance set up
• ESG Report
• ESG-related policies
• Set SBTi (Emission reduction) targets and submit them to SBTi for approval
• Set ESG 2030 strategy with key performance indicators (KPIs)
• ESG software implementation
• ESG reporting
• Implement impact day for employees (voluntary/community work)
• Implement ESG policies and enhance governance and procedures
• Carbon output reduction
• Progress B Corp
accreditation
• Increase Purpose-
driven clients and For
Good projects
• Reduce business flights
• Increase renewable energy
Read more on pages 37–64
Integration
• Unitary structure • Integrated combinations further
• Further developed Media.Monks brand
• Centralised legal function
• Centralised people function
• Established formal Executive Leadership Team
• Further integration of combinations
• Further systems integration (Salesforce, Workday etc.)
• Further support function centralisation
• Consolidate ERP systems
• Property consolidation
• Roll out ‘NOW’ as North Star proposition
• % of cross-practice clients
• Number of combinations
fully integrated
Read more on page 106
Revenue growth
• Outpace the growth of the addressable
digital markets
• Achieved 26% like-for-like net revenue growth
• Addressable markets will grow at 7-8% in 2023
• Achieve 2023 like-for-like growth target in line with guidance • Like-for-like net
revenue growth
Read more on pages 17–23
Margin
• Improve margin, long-term target of
20–22% operational EBITDA margin
• Did not achieve targets
• Implemented tight controls over investment in people
anddiscretionary costs to better balance the P&L
• Achieve operational EBITDA margin target
• Improve utilisation rates
• Balance net revenue growth and hiring
• Operational EBITDA margin
Read more on pages 17–23
The strategy of S
4
Capital remains the same. The Company’s purely
digital model is based on first-party data fuelling the creation,
production and distribution of digital advertising content and
distributed by digital media combined with technology services.
This continues to resonate with our clients.
Strategic Report
14 S
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Capital plc Annual Report and Accounts 2022

Strategic pillar Objective 2022 progress 2023 goals Measurement
Clients
• Build scaled relationships with clients.
20x20 goal – 20 clients with $20 million
annual revenues
• Focus on Technology clients
• 10 ‘whopper’ clients achieved
• Next 14 ‘whoppers’ identified
• 46% revenue from Technology clients
• Further penetration of existing ‘whoppers’
• Develop more ‘whoppers’
• Increase Purpose-driven clients
• Number of ‘whoppers’
• Average revenue per client
• % revenue by
industry sector
Read more on pages 5 and 36
People
• Attract, retain and develop the best
talent in the industry
• Chief People Officer (CPO) appointed
• Launched global diversity programme
• People experience and global communications launched
• Obsidian Black Leadership Program
• Global Monk action committees on mental health and equity
for women
• Global hiring approval process to align cost and growth
• Global merit cycles for all parts of the business
• Quarterly career growth conversations and reviews
• Continue to manage people cost in line with revenue growth
• Expand global DE&I and community groups
• Identify global peer-to-peer learning platform
• Accelerate.Monks middle management training programme
• Motif.Monks senior management retention programme
• Four quarterly career
growth conversations
• Churn rate
Read more on pages 57–61
Culture
• Build a diverse culture and increase
diverse representation
• Expanded S
4
Fellowship with F2
• 6% Black in the US
• Black History Month, Hispanic Heritage Month and Obsidian
Black Leadership Program
• Second cohort of S
4
Women in Leadership
• Increase proportion of Black US talent
• Increase proportion of BIPOC US talent
• Increase women in leadership globally
• Third cohort of S
4
Women in Leadership and online expansion
• Third cohort of S
4
Fellowship
• Annual diversity survey
Read more on pages 57–61
Sustainability
• Carbon neutral by 2024 and our
promise to be net zero in 2040
(The Climate Pledge)
• Carbon neutral through offsetting
• B Corp progress
• Emission reduction roadmap
• CDP submitted, B-score
• TCFD Report created
• SBTi analysis/formal commitment letter
• ESG governance set up
• ESG Report
• ESG-related policies
• Set SBTi (Emission reduction) targets and submit them to SBTi for approval
• Set ESG 2030 strategy with key performance indicators (KPIs)
• ESG software implementation
• ESG reporting
• Implement impact day for employees (voluntary/community work)
• Implement ESG policies and enhance governance and procedures
• Carbon output reduction
• Progress B Corp
accreditation
• Increase Purpose-
driven clients and For
Good projects
• Reduce business flights
• Increase renewable energy
Read more on pages 37–64
Integration
• Unitary structure • Integrated combinations further
• Further developed Media.Monks brand
• Centralised legal function
• Centralised people function
• Established formal Executive Leadership Team
• Further integration of combinations
• Further systems integration (Salesforce, Workday etc.)
• Further support function centralisation
• Consolidate ERP systems
• Property consolidation
• Roll out ‘NOW’ as North Star proposition
• % of cross-practice clients
• Number of combinations
fully integrated
Read more on page 106
Revenue growth
• Outpace the growth of the addressable
digital markets
• Achieved 26% like-for-like net revenue growth
• Addressable markets will grow at 7-8% in 2023
• Achieve 2023 like-for-like growth target in line with guidance • Like-for-like net
revenue growth
Read more on pages 17–23
Margin
• Improve margin, long-term target of
20–22% operational EBITDA margin
• Did not achieve targets
• Implemented tight controls over investment in people
anddiscretionary costs to better balance the P&L
• Achieve operational EBITDA margin target
• Improve utilisation rates
• Balance net revenue growth and hiring
• Operational EBITDA margin
Read more on pages 17–23
15
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Measuring success: Key Performance Indicators
The Group uses a variety of Key Performance Indicators
(KPIs) to monitor both financial and non-financial
performance. Where applicable KPIs are based on
alternative performance measures
1
to give a consistent
year-on-year comparison.
Financial
Like-for-like net revenue £m
£891.7m
560.3
891.7
2021
2022
Like-for-like +25.9%
This is more closely aligned to the fees the Group
earns for its services provided to the clients. This is
a key metric used in business when looking at both
Group and practice performance.
Like-for-like operational EBITDA £m
£124.2m
101.0
124.2
2021
2022
Like-for-like -16.4%
Operational EBITDA is operating profit before
the impact of adjusting items, amortisation of
intangible assets and property, plant and equipment
depreciation. The Group considers this to be an
important measure of Group performance and is
consistent with how the Group is assessed by the
Board and investment community.
Like-for-like operational EBITDA margin
13.9%
18.0%
13.9%
2021
2022
Like-for-like -710bps
Operational EBITDA margin is operating profit
before the impact of adjusting items, amortisation of
intangible assets and property, plant and equipment
depreciation, as a percentage of net revenue.
Non-financial
Diversity, Equity and Inclusion
We have made strides in our commitment to foster
an environment of diversity, equity, inclusion and
belonging by focusing on gender equality and gender
pay gap equality, among others detailed on page 57.
Climate change
3.7 tCO
2
e
per FTE
2021: 2.2 tCO
2
e
emissions per FTE
Greenhouse gas emissions for Scope 1, 2022 vs
2021, Media.Monks global.
For an explanation of the significant difference
between our GHG disclosures in the 2021 ESG
Report and the 2021 SBTi Baseline see page 50.
Integration
20
out of 33 combinations
fullyintegrated to date
2022
Female
Male
Undeclared
2021
Note:
1. Further detail on alternative performance measures can be found in the Appendix to the Annual Report and Accounts on page 201.
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Financial review
Billings Operational EBITDA margin
£1,890.5m 13.9%
+45.8% -410 basis points
Like-for-like
1
+23.5% Like-for-like
1
-710 basispoints
Revenue Adjusted operating profit
£1,069.5m £114.1m
+55.8% +20.4%
Like-for-like
1
+24.3% Like-for-like
1
-19.5%
Net revenue Operating loss
£891.7m -£135.3m
+59.1% 2021 -£42.1m
Like-for-like
1
+25.9%
Operational EBITDA
£124.2m
+23.0%
Like-for-like
1
-16.4%
“ The second half performance
incorporated enhanced financial
processes and controls, supported
by a strengthened finance team”
Mary Basterfield
Group Chief Financial Officer
Note:
1. Like-for-like is a non-GAAP measure and relates to 2021 being restated to show the unaudited numbers for the previous
year of the existing and acquired businesses consolidated for the same months as in 2022 applying currency rates as used
in 2022.
17
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Introduction
It has been encouraging to see the progress
made during the year, after the challenges
of the first half, including the delay to the
2021 results and profit underperformance,
we delivered a much stronger second half.
The second half performance reflected
enhanced financial processes and controls,
supported by a strengthened finance team,
an improved operational EBITDA margin,
alsoreflecting tighter cost controls and better
cash generation centred around working
capital. While we are pleased with the second
half performance, we will continue to focus on
all of these areas throughout 2023 to support
the Company as it continues to grow and
scale profitably.
Alternative performance measures
Management includes non-GAAP measures
in reporting as they consider these measures
to be both useful and necessary. They are
used by management for internal performance
analyses; the presentation of these measures
facilitates comparability with other companies,
although managements’ measures may not be
calculated in the same way as similarly titled
measures reported by other companies; and
these ‘alternative performance measures’ are
useful in connection with discussions with the
investment community.
The Group uses alternative performance
measures as we believe these measures
provide additional useful information on the
underlying trend, performance, and position
of the Group. These underlying measures are
used by the Group for internal performance
analyses, and credit facility covenants
calculations. The alternative performance
measures include ‘adjusted operating profit’,
‘adjusting items’, ‘adjusted operational EBITDA’
and ‘EBITDA’ (earnings before interest, tax,
depreciation). The terms ‘adjusted operating
profit’, ‘adjusting items’, ‘adjusted operational
EBITDA’ and EBITDA are not defined terms
under IFRS and may therefore not be
comparable with similarly titled profit measures
reported by other companies. The measures
are not intended to be a substitute for, or
superior to, GAAP measures. A full list of
alternative performance measures and non-
IFRS measures together with reconciliations
to IFRS or GAAP measures are set out in the
Appendix to the Annual Report and Accounts
on page 201.
Financial summary
Billings
1
were £1.9 billion, up 45.8% on a
reported basis, up 23.5% like-for-like
2
and
up 24.3% pro-forma
3
. Controlled billings
4
,
that is billings we influenced, increased to
approximately £5.7 billion (2021: £3.9 billion).
Revenue was £1,069.5 million, up 55.8% from
£686.6 million on a reported basis, up 24.3%
like-for-like, and up 25.8% on a pro-forma basis.
Net revenue was £891.7 million, up 59.1%
reported, up 25.9% like-for-like, and
27.1% pro-forma. Throughout the year our
addressable markets remained reasonably
strong, and we continued to outperform them.
Reported operational earnings before
interest, taxes, depreciation and amortisation
(operational EBITDA) was £124.2 million
compared to £101.0 million in the prior year,
anincrease of 23.0%. Operational EBITDA was
down 16.4% on a like-for-like basis and down
11.8% on a pro-forma basis. The like-for-like
growth reflects challenges in our Data&Digital
Media practice after a strong 2021, particularly
in the second half, and also hiring ahead of the
net revenue growth in Content in the first half.
The Technology Services practice performed
strongly. The outturn was modestly ahead
of our revised operational EBITDA target of
£120 million.
Operational EBITDA margin was 13.9%,
down 410 basis points versus 18.0% in 2021,
down 710 basis points like-for-like and 650
basis points pro-forma impacted by the speed
of headcount growth ahead of net revenue
growth in the Content and Data&Digital Media
practices. We implemented tighter controls
from the end of the first half which are having
the desired effect. The second half operational
EBITDA margin was 18.2%. Our ambition
remains to return the margins to historic levels,
above 20%, over the medium term.
Financial review continued
Notes:
1. Billings is gross billings to clients including pass-through costs.
2. Like-for-like is a non-GAAP measure and relates to 2021 being restated to show the unaudited numbers for the previous
year of the existing andacquired businesses consolidated for the same months as in 2022 applying currency rates as used
in 2022.
3. Pro-forma numbers relate to unaudited full year non-statutory and non-GAAP consolidated results in constant currency as if
the Group had existedinfull for the year and have been prepared under comparable GAAP with no consolidation eliminations
in the pre-acquisition period.
4. Controlled billings is billings we influenced in addition to billings that flowed through our income statement.
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Adjusted operating profit was up 20.4%
on a reported basis to £114.1 million from
£94.8 million, before adjusting items of
£249.4 million, including combination payments
tied to continued employment, share-based
compensation, restructuring costs primarily
related to headcount and amortisation of
business combination intangible assets.
Like-for-like adjusted operating profit was down
19.5% and pro-forma adjusted operating profit
was down 14.7%.
The reported operating loss of £135.3 million,
was £93.2 million higher than in 2021,
reflecting an increase in the amortisation of
intangible assets, accounting for combinations
including those made in 2022, the write down
of 4 Mile and the impact of increased personnel
costs. Loss for the year was £159.6 million
(2021: £56.7 million).
Adjusted basic earnings per share was 11.8p,
versus adjusted basic earnings per share of
13.0p in 2021. Basic loss per share was 27.0p
(2021: 10.3p). The Board has decided that no
dividends will be declared in 2022, as was the
case in 2021, given the focus is on profitable
growth and reducing the level of net debt.
Operational EBITDA and margin £m/%
FY 2019 FY 2020 FY 2021 FY 2022
£33.4
21.1%
18.0%
13.9%
£62.2
£101.0
£124.2
% margin
Profit
£150.0
£0.0
£25.0
£50.0
£75.0
£100.0
£125.0
30%
0%
10%
15%
5%
20%
25%
19.5%
Billings £m Revenue £m
1,296.9
1,890.5
650.4
2021
2022
2020
686.6
1,069.5
342.7
2021
2022
2020
Net revenue £m Operational EBITDA £m
560.3
295.2
2021
2022
2020
891.7
101.0
62.2
2021
2022
2020
124.2
Operational EBITDA margin % Adjusted operating profit £m
18.0
13.9
21.1
2021
2022
2020
94.8
114.1
58.0
2021
2022
2020
19
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Financial review continued
Practice performance
Content practice’s operational EBITDA was
£74.1 million, up 41.7% on a reported basis
versus last year, down 0.3% on a like-for-
like basis and up 6.0% on a pro-forma basis.
The Content practice operational EBITDA
margin was 12.7%, compared to 13.6% last
year, reflecting investment in hiring which
ran further ahead of new revenue growth
than planned in the first half of the year.
The Company responded to this and the H2
2022 operational EBITDA margin improved
to18.1%.
Data&Digital Media practice’s operational
EBITDA was £39.9 million, down 27.5% on
a reported basis from last year, down 39.9%
on a like-for-like basis and 39.8% on a pro-
forma basis. Data&Digital Media practice’s
operational EBITDA margin was 18.4%,
compared to a strong performance in 2021 of
32.9%, reflecting the significantly increased
investment in people to drive future growth
and an increase in travel and office costs post
covid-19. We were concerned by the H2 2022
performance for Data&Digital Media and
corrective actions have been taken to improve
operational EBITDA delivery.
Technology Services, which now includes
Zemoga and TheoremOne, performed strongly
with operational EBITDA of £36.1 million,
representing an operational EBITDA margin
of39.2%.
Net revenue
2022
£m
2021
£m
LfL YoY
Net revenue 891.7 560.3 25.9%
Content 582.7 385.6 24.1%
Data&Digital Media 216.8 167.1 17.3%
Technology Services 92.2 7.6 72.3%
Operational EBITDA 124.2 101.0 -16.4%
Content 74.1 52.3 -0.3%
Data&Digital Media 39.9 55.0 -39.9%
Technology Services 36.1 3.1 109.9%
Central (25.9) (9.4) -172.6%
Operational EBITDA margin 13.9% 18.0% -710bps
Content 12.7% 13.6% -310bps
Data&Digital Media 18.4% 32.9% -1,750bps
Technology Services 39.2% 40.8% 710bps
Net revenue split by practice %
Content 65.3%
DDM 24.3%
TS 10.4%
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Geographic performance
The Americas (75.6% of total) net revenue
was £673.8 million, up 72.3% on a reported
basis from last year. On both a like-for-like and
pro-forma basis, the Americas net revenue was
up 27.1% and 28.6% respectively, reflecting
continued outperformance of the market and
growth in our ‘whoppers’ and major clients.
EMEA (17.5% of total) net revenue was
£156.2 million, up 34.7% from last year on
areported basis. On both a like-for-like and
pro-forma basis, EMEA net revenue was up
31.2%, primarily reflecting ‘Whopper’ growth
and market outperformance.
Asia Pacific (6.9% of total) net revenue
was £61.7 million, up 16.0% on a reported
basis. On both a like-for-like and pro-forma
basis, AsiaPacific net revenue was up 4.8%,
reflecting continued organic growth, despite
lockdown weakness in China.
Net revenue growth by region, like-for-like % Net revenue split by region %
Americas 75.6%
EMEA 17.5%
APAC 6.9%
Americas
EMEA APAC
20212022
+27.1%
+31.2%
+4.8%
“ The Americas net revenue was up 72.3%…
reflecting continued outperformance of the market
and growth in our ‘whoppers’ and major clients”
21
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Financial review continued
Cash flow
Year ending
31 December
2022
£m
Year ending
31 December
2021
£m
Operational EBITDA 124.2 101.0
Capital expenditure (16.1) (14.9)
Interest paid (14.2) (5.5)
Income tax paid (19.0) (13.9)
Change in working capital
1
(5.1) (33.4)
Free cashflow 69.8 33.3
Mergers & Acquisitions (162.6) (101.7)
Other 0.6 (1.2)
Movement in net debt (92.2) (69.6)
Opening (net debt)/net cash (18.0) 51.6
Net debt (110.2) (18.0)
Note:
1. Working capital includes movement on receivables, payables, principal elements of lease payments and depreciation of
right-of-use assets.
Free cash flow for 2022 was £69.8 million, an increase of £36.5 million compared to 2021.
This was driven by an improvement in operational EBITDA and the benefits of the focus on working
capital management, with only a small outflow of £5.1 million in year (in contrast to an outflow of
£33.4 million in 2021). This was partially offset by increased cash interest costs reflecting the term
loan being in place for the full year and the increase in interest rates during the year.
Cash paid in relation to combinations (M&A) increased £60.9 million year-on-year to £162.6 million
reflecting payments made in relation to 2022 combinations and prior year activity.
Treasury and net debt
The year-end net debt was £110.2 million (2021: £18.0 million) or 0.8x net debt/pro-forma
operational EBITDA, after the initial 2022 combination payments and contingent consideration
related to prior year combinations. The balance sheet remains strong with sufficient liquidity and
long-dated debt maturities. During the year, S
4
Capital Group complied with the covenants set in
the loan agreement.
Net debt reconciliation
2022
£m
2021
£m
Cash and bank 223.6 301.0
Loans and borrowings (excluding bank overdrafts) (333.8) (317.1)
Bank overdrafts – (1.9)
Net debt (110.2) (18.0)
Lease liabilities (58.4) (42.0)
Net debt including lease liabilities (168.6) (60.0)
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Interest and tax
Income statement net financing costs were
£25.7 million (2021: £12.3 million), anincrease
of £13.4 million due to increased levels of
borrowing, to finance the in-year combinations,
increased interest rates, increased lease
costs and the discounting ofcontingent
consideration. The income statement tax credit
for the year was £0.1 million (2021: £1.1 million
charge), reflecting higher losses in the year.
Balance sheet
Overall the Group reported net assets of
£849.6 million as at 31 December 2022,
whichis an increase of £48.4 million compared
to 31 December 2021, driven mainly by the
combinations made in the year increasing the
goodwill balance, partially offset by increased
contingent consideration and holdbacks.
Acquisitions
Content practice
On 1 July 2022, S
4
Capital plc announced the
business combination between Media.Monks
and XX Artists, an award-winning social media
marketing agency, headquartered in Los
Angeles, with a competitive talent edge, for an
expected total consideration of approximately
£20.5 million. XX Artists performed well in the
year and in line with our expectations.
Data&Digital Media practice
On 11 January 2022, S
4
Capital plc announced
the business combination between Media.
Monks and 4 Mile Analytics, a California-based
leader in data analytics, data engineering, data
governance, software engineering, UXdesign
and project and product management, for
an expected total consideration, including
performance linked contingent consideration,
of approximately £25.1 million. The business
has performed well below our expectation and
accordingly we have written down the goodwill
and the majority of the assets.
Technology Services practice
On 16 May 2022, S
4
Capital plc announced the
business combination between Media.Monks
and TheoremOne, a California-based leader
inagile, full-stack, innovation, engineering,
anddesign which helps major enterprises
achieve strategic digital transformation.
The expected total consideration is
approximately £143.0 million and the business
has performed well in the year.
Outlook/guidance
For 2023 we target our net revenue growth rate
to reflect those of the two main addressable
digital markets we serve. We estimate this as
around 8-12% like-for-like, after reflecting the
pro-forma impact of one ‘whopper’ reduction
on net revenue. We will continue to manage
costs tightly and target an operational EBITDA
margin of 15-16%. As in previous years, given
our seasonality, 2023 will again be second half
weighted. Longer term, we expect to continue
to be able to deliver strong net revenue growth
with operational EBITDA margins returning to
historic levels.
23
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Principal risks and uncertainties
We strongly believe that effective risk management is
crucial to the financial strength and resilience of the
Group and for delivering its business strategy.
The Group’s strategy is to build a tech-
led, new age/new era digital advertising,
marketing and technology services company.
Having substantially grown by acquisition over
the last few years, the Group is now enhancing
its operational structure to ensure it can grow in
a healthy, cost controlled and risk mitigated way.
The Group’s approach to risk is kept under
review. The Group’s approach to particular risks
or classes of risk may change over time asthe
Group grows and its market evolves.
The Board has ultimate responsibility for
the Group’s approach to risk management
and internal control. On behalf of the Board,
the Audit and Risk Committee oversees risk
management for the Group.
During the year, the Board undertook a robust
review of its risk management framework,
risk appetite and principal risks. The Group
also appointed its first Head of Risk, who
joined in February 2023 and reports to the
General Counsel. She will be responsible for
codifying the Enterprise Risk Management
(ERM) framework and formalising principal
risk reporting, as well as ensuring that the
Group’s risk management activities continue
to be flexible to support a fast-growing,
entrepreneurial and evolving Group.
Many of the risks faced by the Group as a
whole, together with its Content, Data&Digital
Media and Technology Services practices are
similar. The Group therefore seeks to adopt a
consistent approach to such risks and to pool
expertise in risk management, as appropriate,
but will enable capabilities and central functions
to adopt more nuance in managing their
own specific risks. Nevertheless, the Board
considers that it is also appropriate for a risk
register to be maintained at the Group level.
Each principal risk is owned by a senior
executive, who is responsible for risk
mitigation activities within the Group’s risk
overall appetite.
Risks
The principal risks and uncertainties that
the Board believes could have a significant
adverse impact on the Group’s business are
set out on pages 25 to 27. Other, less material
risks (including emerging risks) are monitored
through the risks framework, and discussed
atthe Audit and Risk Committee.
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Risk Description Management actions
Economic environment
Macro-economic risks: Clients may reduce spending
budgets for marketing and technology services as a
result of poor macro-economic conditions, both locally
and globally. This could result in the Group being unable
to meet financial targets or deliver growth expectations.
• The Group has a diversified client base
and continues to review its route-to-
market, as well changing client demands
and expectations tohelp manage any
economicheadwinds.
• In addition, the Group is adopting a
moreflexible and agile approach to
resource management and costs to
manage profitability.
People and leadership
People retention: The loss of key staff could impede the
Group’s ability to execute on strategic and financial
plans, product development, project completion,
marketing and overall strategy.
Founder transition: Moving from a small to mid-size
entrepreneurial company to a large listed global group
may lead to internal tensions resulting in difficulty in
consistently applying the strategy globally, or founders
choosing to leave the Group.
• The Group continues to evolve a people
strategy based on culture and
engagement, equality and wellbeing,
talent development, training and reward
and recognition.
• A CPO has been appointed with a
globalremit.
• The Group is establishing periodic
reviews of the adequacy and strength
ofits management teams to ensure
thatappropriate experience and training
is given.
• The Group is also developing succession
planning for keyexecutives.
• The Group is formalising roles and
responsibilities and has created multiple
fora to ensure that the voice of our
people are being heard.
Controls and compliance
Insufficient resources and expertise and an ineffective
control environment may result in incorrect financial data
and corresponding impacts on the Group’s reputation
and access to external funding.
• Significant investment in the Group and
practice finance teams has been made in
2022, bringing in expertise and capability
from listed multinationalcompanies to a
restructured Group team.
• Deloitte LLP has been appointed toprovide
an outsourced Internal Auditservice to give
independentassurance.
• Processes and controls around IFRS15
have been reviewed and redesigned,
andtraining has been completed within
the business.
• A minimum financial controls reviewhas
been undertaken acrossthe Group, with
Internal Auditand the Internal Control
teamreviewing responses. 
25
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Risk Description Management actions
Strategic
If the Group does not grow at the speed
proposed in its strategy, or does not
successfully integrate new businesses into
the Group, this may adversely impact on the
Group’s financial position and operations.
Inaddition, failure to successfully integrate
new businesses could lead to high
employeeattrition rates and unnecessary
combination expenses.
• The Group keeps a list of potential targets to
enablenon-organic growth.
• The Group continues to execute practices that
willimprove efficiency, reduce costs, and
improveliquidity.
Integration
Inadequate integration of merged entities
leads to increased costs, lack of clarity of
governance, unclear roles and
responsibilities, which in turn could impact
the single services offering, increase attrition
rates and increase risks of accounting errors
and legal issues.
• Integration remains a bonus metric to encourage
thesuccessful integration of combined businesses
intothe Group.
• The Group is supporting full integration through a
dedicated Post-Merger team, who are responsible
foroverseeing post-combination activities.
• Processes maps are being developed to ensure a
smooth transition from the diligence and completion
phase, through to the full integration of each new
business into the Group.
Strategic and governance
The market views the Group’s success as
intrinsically linked with the Executive
Chairman, Sir Martin Sorrell. Should he not be
a part of the Group without an effective
succession plan, it could have a significant
impact on the share price and market view of
the Group.
Adverse media reports on Sir Martin Sorrell
could therefore have a disproportionate
impact on the Group.
• The Group is working on a succession plan
forSirMartin Sorrell.
• A strong senior leadership team is currently in place.
• The Group has put in place a media communications
policy and an agreement with an external
communications adviser in place.
Systems and processes
The lack of a single accounting software
across the business and the legacy systems
in use has resulted in a fragmented systems
environment.
• A review of the finance systems landscape is being
undertaken to determine a roadmap for the Group’s
finance systems.
• An experienced Finance Transformation lead has been
appointed and she is leading the process for selection
of a new ERP.
• The design and implementation phases are likely to run
through 2023 and 2024.
Competitive environment
Industry competition: The advertising,
marketing and technology services industries
are highly competitive and subject to
significant and rapid change.
The global shortage of technical talent can
drive up the cost of such talent eroding
futuremargins.
• The Group focus on multiple lines of business
anditsstrategy to offer integrated services and
disruptthe industry enables longer-term, more durable
client relationships.
• The Group is in the process of leveraging a worldwide
talent recruiting model that utilises fully-distributed
teams, which will enable the Group to compete for the
strongest global talent.
• Executives also maintain relationships with key partner
leadership from the Board level down to director for the
relevant practice.
Principal risks and uncertainties continued
Strategic Report
26 S
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Risk Description Management actions
Information security
Inadequate user access protocols could
leadto information access by
unauthorisedindividuals.
Disclosure of information by either error or
phishing scams could lead to the release of
confidential information, loss of business,
commercial penalties and/or reputational
damage. In addition, cyber-attacks, malware
and ransomware could lead to system
unavailability or client service disruption.
• A multi-year Information Security strategy is being
designed, which includes mitigation activities,
awareness training, increased InfoSec
headcount, rolling out security and monitoring tools,
an insider threat programme and developing policies
and processes.
• In addition, an Information Governance
programmeisbeing designed to manage
thelifecycleofinformation.
Viability Statement
In accordance with Provision 31 of the UK Corporate Governance Code 2018, the Board of Directors of S
4
Capital
Group (the Group) has assessed the prospects and viability of the Group over a period of three years from 1 January
2023. The three-year period has been chosen as it aligns with the Group’s strategic planning cycle, the rapidly
changing landscape in the marketing and advertising industry, and the time horizon typically employed for the
assessment of industry-specific risks and uncertainties.
The selection of a three-year period also allows the Group to balance short-term responsiveness with long-term
strategic planning, reflecting our focus on agility, adaptability, and innovation. This period is deemed appropriate
considering the following factors:
1. Industry dynamics: The marketing and advertising industry is characterised by rapid technological advancements,
evolving consumer preferences, and the need for constant innovation. A three-year period allows the Group to
monitor and adapt to these changes while maintaining a forward-looking perspective on future opportunities
and challenges.
2. Competitive landscape: Given the fast-paced nature of the industry, it is essential for the Group to maintain a
competitive advantage by anticipating and responding to emerging trends and client demands. A three-year
period is suitable for assessing our competitive position and developing strategies to maintain and strengthen
ourmarket share.
3. Environmental risks: The Group recognises the importance of addressing environmental risks, including climate
change and resource scarcity. A three-year period allows the Group to assess and manage the potential impact
ofthese risks on its operations and implement measures to minimise any adverse effects.
4. Financial resilience: A three-year period aligns with the Group’s budgeting and forecasting processes, enabling
theBoard to evaluate the financial resilience of the business while considering potential risks and uncertainties.
The Board has set the strategy for the Group within the digital marketing and advertising sector, considering key
factors such as market dynamics, competitive landscape, technological developments, regulatory environment,
and the Group’s financial resilience. The Board has also reviewed the Group’s risk management framework, which
identifies, evaluates and mitigates significant risks to the business, including both internal and external factors, with
particular attention to environmental risks.
Key assumptions underpinning the viability assessment include the following:
1. Sustainable revenue growth driven by the increasing demand for digital marketing and advertising solutions
andourability to respond effectively to industry trends.
2. Successful integration and synergy realisation from strategic mergers and acquisitions, further enhancing
ourservice offerings and expanding our global footprint.
3. Adherence to a disciplined financial strategy, focusing on maintaining a prudent level of debt and ensuring access
toadequate sources of funding.
4. Compliance with relevant laws and regulations, as well as our commitment to upholding the standards
ofcorporate governance.
5. Effective management of key risks, including economic, operational, environmental, and reputational risks,
throughthe implementation of robust mitigation strategies.
27
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The Board of Directors has performed a robust assessment of the principal and emerging risks and uncertainties that
could threaten the business model, future performance, solvency or liquidity of the Group. The assessment includes an
evaluation of the Group’s resilience to these threats in severe but plausible scenarios. The principal and emerging risks
and uncertainties that the Board believes could have a significant adverse impact on the Group’s business are set out
on pages 25 to 27.
In the downside scenario, the Group models a considerable decline in demand during 2023 and 2024, resulting in
a30% reduction in net revenue when compared to the forecasts. In addition, the assumption for 2025 maintains net
revenue at 2024 levels, including the 30% downside reduction.
Our results of stress test in the downside scenario indicate that the Group maintains adequate liquidity throughout
theevaluation period, demonstrating resilience under these challenging conditions. In addition, the Board can leverage
the following mitigating actions that are not reflected in the downside scenario but would, if required, be fully under the
Group’s control:
1. Cost reduction: Identify and implement cost-saving measures across the Group, including potential reductions
indiscretionary spending and operational efficiency improvements.
2. Portfolio optimisation: Re-evaluate the Group’s product and service offerings to focus on high-margin,
high-demand areas, while discontinuing underperforming or low-margin products and services.
3. Workforce planning: Review the Group’s workforce and implement measures to optimise resource allocation,
including potential hiring freezes, voluntary redundancy programmes or reskilling initiatives.
4. Financial management: Review the Group’s financial position and explore options for restructuring its debt,
suchasrenegotiating loan terms, refinancing existing debt, or securing alternative sources of financing.
In addition to the mitigating actions outlined above, the Group has access to a fully undrawn Revolving Credit Facility
(RCF) of £100 million. This facility serves as an additional financial resource that can be utilised to manage liquidity,
support operational stability, and address any unforeseen challenges or opportunities that may arise during the
assessment period.
Based on the outcome of this comprehensive assessment, the Board has a reasonable expectation that S
4
Capital
Group will be able to continue in operation and meet its liabilities as they fall due over the three-year period of
assessment. The Board acknowledges that there are inherent uncertainties in any forward-looking analysis,
andtherefore, it will continue to monitor and update the Group’s risk management framework and business strategy
asneeded.
The Strategic Report on pages 10 to 28 was approved by the Board of Directors on 13 April 2023 and signed on its
behalf by:
Sir Martin Sorrell Mary Basterfield
Executive Chairman Group Chief Financial Officer
13 April 2023 13 April 2023
Principal risks and uncertainties continued
Strategic Report
28 S
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Industry outlook and ESG reports
30 Our world now
By Sir Martin Sorrell
37 ESG: Our sustainability commitments
40 TCFD Report
48 Material impact and our stakeholders
50 Zero Impact Workspaces
55 Sustainable Work
57 Diversity, Equity and Inclusion
62 ESG stories
65 Non-financial information statement
66 Section 172 statement
The 2020s will be very different from
what we are used to. And that means
you will have to run your business or
live your life in a totally different way.
2
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Our world
In his May 1983 Harvard Business Review article
‘TheGlobalization of Markets’, Ted Levitt highlighted
thatmultinational companies were abandoning the
strategy of adapting their products to idiosyncratic
consumer preferences in individual countries in favour
of “globally standardised products that are advanced,
functional, reliable – and low priced.” Globalisation was
born and became the reigning economic paradigm for
decades tocome.
Forty years later we are moving away from
globalisation. Among the reasons are a series
of disparate geo-political developments, and
a level of uncertainty that is unprecedented
in recent times. The West’s stand-off with
China, the war in Ukraine and the growing
threat from Iran: these are all shifts that have
divided the world and unleashed a nightmare
for those building and operating supply chains
to serve global markets. The specific hurdles
include escalating energy costs; the insecurity
of sourcing components or manufacturing
from countries at risk of conflict; and targeted
international sanctions.
Once you could plant your flag and trade
wherever there was a favourable demographic;
now the world is becoming fragmented
andweall have to be much more selective
about where we invest. Onshoring, re-shoring,
‘friend-shoring’ – all these will have a part to
play in business success over the next few
years. The challenge will be to find secure
places where you can build supply chains
andservice your key markets.
By Sir Martin Sorrell
Industry outlook
30 S
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Just as the World Cup in Qatar demonstrated
that the hegemony of Europe and South
America in football is no longer guaranteed,
from a power structure point of view the world
has also become a very different place. China’s
President Xi almost never travels abroad,
but when he did recently it was to Saudi
Arabia – acountry with annual oil revenues
of $300 billion that is breaking away from the
Western orbit.
Is this the end of globalisation? David Solomon
of Goldman Sachs says he thinks it’s less
globalisation. I think it’s a little bit more
fundamental than that. If you were in the US
starting a business today, you’re more likely
to focus on the US and Latin America – I don’t
think you would be so keen to invade Europe
orAsia as in days gone by.
The same, but different
We’ve been in difficult situations before.
The great financial crisis of 2007-2008 is
one example; the recent covid-19 pandemic
is another. The reason it seems different this
time is that it’s not easy to see the way out:
everything seems to lead down a blind alley.
The war in Ukraine could go on for 10 years.
If Putin is removed, it is possible that someone
even worse will replace him. Meanwhile, Europe
has become less stable, facing the costs of the
war and high energy prices for years to come.
With China, the divergence from the West
looks equally intractable. Xi’s speech from the
Congress late last year was Marxist Leninist
intone: we are going to choose our own road,
and Taiwan is a fundamental part of Mao’s
legacy. At a meeting in Washington recently,
asenior Republican asked a group of us:
“whatcan I do to help you in business?” When
Isaid: “you can reduce the invective against the
Chinese,” her response was that is not going to
happen. But the way to deal with the Chinese is
not to insult them in public – you can make your
arguments privately and they will listen.
China presents significant conundrums for
the international community. Key among
these is the danger that it will push ahead
with an invasion of Taiwan, and the threat
that China seeks to harness technology for
anti-democratic purposes. Beijing also has
challenges of its own. The country is still in the
throes of escaping the covid trap, and there are
big problems in the real estate market and with
youth unemployment. The rule used to be that
China needs to grow by at least 5% or 6% in
order to maintain social stability and absorb the
pools of labour that are coming in. The signs
are that Xi may become more accommodating
domestically in order to get the economy going,
but he’s unlikely to dial down the aggression
towards the West.
And in Iran, while Iranians I’ve spoken to were
confident the protests would lead to the fall
of the regime, it doesn’t look that way to me.
Iran may be a rounding error in economic terms,
but its geopolitical impact is much greater.
President Biden wanted to re-constitute the
nuclear agreement – the Joint Comprehensive
Plan of Action – but that has collapsed and
Iran is still working towards developing
nuclear weapons.
This comes against a subdued economic
backdrop. Global GDP is set to grow in 2023
at1.5-2%. We are moving from a world with low
interest rates, inflation and energy costs, to one
where everything is reversed. Inflation isgoing
to continue, if we’re lucky, at 3% or 4%;
interest rates probably at 4% to 5% – certainly
higher than we are used to; and energy prices
will also remain high.
The 2020s, in other words, will be very different
from what we are used to. And that means you
will have to run your business or live your life in
a totally different way.
“ Once you could plant your
flag and trade wherever there was
a favourable demographic; now
the world is becoming fragmented
and we all have to be much more
selective about where we invest”
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World economic outlook growth projections (%)
3.4
2.9
3.1
2.7
1.2
1.4
3.9
4.0
4.2
2022 2023 2024 2022 2023 2024 2022 2023 2024
Global economy
Advanced
economies
Emerging market
& developing
economies
Source: IMF World Economic Outlook Update, January 2023
Contribution to world GDP growth (% share of world growth)
0
1
2
3
4
US
EA
China
India
AE ex US and EA
EM ex China and India
2023 2024
Sources: IMF and IMF staff calculations
Note: AE = Advanced economies; EM = Emerging economies;
EA = Euro area
Growth projections by region (% change)
3.4
2.9
3.1
2.0
1.4
1.0
3.5
0.7
1.6
5.3
3.2
3.7
4.3
5.3
5.2
3.9
1.8
2.1
3.8
3.8
4.1
2022 2023 2024 2022 2023 2024 2022 2023 2024 2022 2023 2024 2022 2023 2024 2022 2023 2024 2022 2023 2024
World United States Euro Area Middle East &
Central Asia
Emerging &
Developing Asia
Latin America &
The Caribbean
Sub-Saharan
Africa
Source: IMF World Economic Outlook Update, January 2023
Our world now continued
Industry outlook
32 S
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A new world order
We’re moving from a world dominated by
the US to one that is more polycentric; at the
very least it’s a G2 world now with the US and
China, and that could become G3 with India.
The two key issues for businesses deciding
where they want to operate will be growth and
security. The Middle East is full of promise
going forward; Saudi Arabia grew 8.5% in
2022, and Qatar and the Emirates are also
growing strongly. Asia outside China is also
very attractive, especially Indonesia, Vietnam,
Malaysia and the Philippines. Vietnam grew
at8% in 2022 – its fastest rate since 1997.
The Americas are going to become more
important for different reasons. The world
has to find places that are more secure; you
can’t onshore labour intensive manufacturing
to countries like the US because of the cost,
but although Latin America has shifted to the
left, it represents a relatively stable business
environment. Mexico is on the doorstep of
the US and offers a great partnership. I’m
very bullish on Brazil with Lula back in charge
because there is a highly entrepreneurial
culture there. Further afield, another example
ofcompanies moving to more secure locations
is Morocco, where car manufacturers are
re-training rug weavers to wire their vehicles.
The US has the prospect of re-kindling growth
with lower taxes and less regulation after the
Presidential election in 2024 if the Republicans
win; there are already promising signs on
inflation and interest rates.
Europe looks much less promising and the
UK worst of all. The current situation in the
UK is like the 1960s. The fundamentals are
so difficult in a post-Brexit world: there is an
exodus of people from the financial community
and a failure to acknowledge that the reason
prospects are so gloomy is because of Brexit.
What does all this mean for S
4
Capital? Our
geographical split is currently 75% North
and South America; 18% EMEA; 7% Asia.
Previously our objective was to move to
40/20/40, but now it will probably be 60/20/20.
Technology to the rescue
With inflationary forces baked into the global
economy for the foreseeable future, one of
the few bright spots is the role that technology
can play in countering inflation by reducing
the cost of production in so many areas,
from car manufacturing to the environment.
Tech boomed on the back of quantitative
easing which fuelled an era of cheap money.
As the cost of borrowing has gone up over the
last 12 months, tech stocks went out of favour;
but when interest rates start to fall, there will
inevitably be a reassessment of the growth
part of the market, and technology will stand
out as the beacon. Technology in its different
forms has always enabled us to do more with
less. If you went back in time and asked if we
would be able to survive as a species with
the population at the level it is now, people
would have said that was not possible. But we
managed to build the technological responses
that have made that so.
In the advertising world, today’s growth is
all digital. Spend focused on digital media
represents 60-65% of budgets this year; itwill
reach over 70% by 2025. The argument that
advertising is going to rise as a proportion
of GDP from about 1% in the US to one and
a half is entirely premised on digital growth.
Our forecast for the platforms is 7-8% growth
in advertising revenue in 2023, with Apple
and Microsoft leading the pack. We see a
strong push for digital transformation ahead
and Technology Services – the part of our
business that helps companies to manage that
– will be up by 7-10%. The metaverse will also
provide growth opportunities in time. It’s now
happening in sectors such as entertainment,
luxury, healthcare and sport; we’re already
working with NBA for example.
“ The two key issues
for businesses deciding
where they want to
operate will be growth
andsecurity”
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Ad spend evolution by channel ($bn)
2021 2022F 2023F 2024F 2025F
Digital Television Print OOH Radio Cinema
50
0
45
0
40
0
35
0
30
0
25
0
20
0
150
100
50
0
347.0
394.4
422.8
452.0
482.8
179.3
182.4
182.7
188.7
192.7
54.2
51.3
49.5
48.4
47.4
34.9
38.3
39.1
40.2
41.0
34.3
35.6
36.3
37.4
38.3
1.9
2.4
2.6
2.7
2.8
F: Forecast
Source: Dentsu 2023 Global Adspend Forecast
Digital ad spending worldwide 2021-2026 ($bn)
2021 2022 2023F 2024F 2025F 2026F
$522.5
65.2%
67.4%
69.2%
71.1%
72.5%
$567.49
$626.86
$695.96
$765.98
$835.82
% change
% of total media spending
Digital ad spending
63.1%
29.5%
8.6%
10.5%
11.0%
10.1%
9.1%
Note:
Includes advertising that appears on desktop and laptop computers as well as
mobile phones, tablets and other internet-connected devices, and includes all the various
formats of advertising on those platforms; excludes SMS, MMS and P2P messaging-
based advertising.
F: Forecast
Source: eMarketer
Our world now continued
Industry outlook
34 S
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Our market now
7- 8% 11.7%
Digital media spend is projected to grow
at7-8% in 2023
1
Digital transformation services is expected
togrow 11.7% in 2023
2
$197bn $21.1bn
AI is already a $197bn market growing at 44%
3
Influencer spend expected to be $21.1bn
in2023, up 29%
4
7- 8% +87%
The three main platforms are expected to grow
ad revenue by 7-8% in 2023
5
Top 25 agency groups had 2021 revenues of
$129bn, S
4
Capital Group has 0.73% market
share, up 87%
6
The bots are coming
AI is going to have a huge impact in the sectors
we serve, and that plays perfectly to our
transformative mission. Media.Monks’ report,
The Revolution Will Be Generated: how AI is
changing everything you know about marketing,
sets out how artificial intelligence and machine
learning will disrupt business across content,
data and digital media, and technology, in what
could prove a Kodak moment for those who fail
to keep up. Generative tools like ChatGPT and
Bard are already accelerating the delivery of
hyper-personalisation, conferring superpowers
in terms of productivity and capability to our
teams in all departments, and enabling us
to create AI-driven brand experiences for
our clients. AI may also encourage big tech
platforms to bypass media agencies and go
straight to clients – without having to employ
thousands of people to execute media plans.
In that case we will fulfil a new role: providing
assurance that the algorithm is optimised
for clients’ benefit. Everyone has to decide
whether AI is a threat or an opportunity;
for us it is unambiguously the latter and
we will be relentless in exploiting our early
mover advantage.
The new watchword is agility
For clients, agility is a key priority – both
internally and from their partners. The two
big issues for clients right now are top-line
growth, which has become extremely elusive;
and pricing, with the need to adjust prices
in response to inflation. They want speed
of execution, less bureaucracy, and they
want advertising that delivers activation and
performance, with the help of media mix
modelling, and ROI measurement.
Shifts and transitions
Consumer behaviour has modified to
coincide with the shift in clients’ priorities.
Attention spans have shortened, and
consumers have become more promiscuous
in their perspective towards brands.
The immediacy of attention spans creates a
further imperative to focus on activation and
performance, at the expense of long-term
brand awareness. In short, we must be much
more in the consumer’s face. This will be
anathema to some people in our industry, but
data-driven creative is better than intuitive
creative. It’s natural that creatives want to
Sources:
1. GroupM, Dentsu, ZenithOptimedia, Magna,
December 2022
2. Gartner Digital Business Implementation Services,
April 2022
3. GrandView Research, Artificial Intelligence
MarketReport,2023
4. Influencer Marketing Hub, 2023
5. Morgan Stanley, March 2023
6. AdAge, April 2022
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produce great campaigns and get lauded for
their work. But lavish TV films are no longer
where the action is; that’s digital campaigns
delivering measurable results. And this is not
a temporary state of affairs – it is long term
or permanent.
In the short term, expediency dictates that
the emphasis on ‘purpose’ is also going to
be reduced. That’s because of the focus on
immediate priorities, the need to have a good
story to tell at the next quarterly earnings
call. You could see evidence in the fact that
the CEOs of both Unilever and Vodafone –
companies with a strong sense of purpose –
aredeparting. It’s the same logic by which the
activist group Bluebell is demanding that Larry
Fink resign at Blackstone, because they say
he’s not taking ESG seriously enough. And the
same argument has led the UK Government to
decide on opening a new coal plant in Cumbria.
It’s needs must when the devil drives.
We are strengthening our practices
In 2022, Media.Monks merged with enterprise
technology developer TheoremOne, and with
social media content company XX Artists.
These new additions are not only strengthening
our three practices, but also reinforcing
our capabilities with the tech platforms.
TheoremOne has significantly upped our
Technology Services game in the US, providing
a distribution network for Zemoga in Colombia.
XX has reinforced our social practice and is
particularly strong with Google and YouTube.
We’re now 65% Content; 25% Data&Digital
Media; and 10% Technology Services.
I really want it to be 50/25/25. The push for
technology transformation is going to be big
in 2023, and our forecast for Technology
Services is 15-20% growth, so we are definitely
getting there.
Our unification strategy calls for further energy
and commitment as we continue to expand.
Parts of our operation that we need to integrate
more include Cashmere, Decoded and Jam3 in
North America; and Raccoon in Brazil. We’ve
come a long way already and we will realise
increasing benefits from adopting a unitary
brand and a single P&L.
Whoppertunity knocks
Our 20/20 strategy – to win 20 clients with
billings of $20 million a year, or ‘whoppers’ –
has now reached the halfway stage. During the
last year we went from 6 to 10 confirmed
‘whoppers’. And we have a healthy pipeline
of further candidates for ‘whopper’ status
going forward.
A focus on talent
Finally, a word about our people. We are seeing
something of an armistice in the war for talent.
We’ve always had to deal with a strong market
for digital skills, in which some of our people
were lured away with crazy money, options and
job titles, but it forced us to be competitive.
That market has now eased, with Amazon,
Meta, Microsoft, Netflix, PayPal and Spotify
all cutting, and others including Apple and
Alphabet, reducing their hiring.
We’ve ended the year with 8,900 people and
we’re applying a brake rather than a freeze on
recruitment – which means we are able to look
carefully and selectively at hiring decisions.
In effect we’ve slightly reduced the headcount
in Content and in Data&Digital Media, while
building up Technology Services.
The situation in the world may be discouraging,
but one thing we won’t sacrifice is our
commitment to diversity and wellbeing
among our people – including our Women in
Leadership Program, Fellowship Program and
our new Scholars Program that is going into
UShigh schools to recruit. For anyone starting
a career these are challenging times. It may
bea cliché, but our people are our future –
andour best chance to navigate to an era
ofgreater optimism.
“ Everyone has to decide
whether AI is a threat or
an opportunity; for us it is
unambiguously the latter and
wewill be relentless in exploiting
our early mover advantage”
Our world now continued
Industry outlook
36 S
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ESG: Our sustainability commitments
“ We firmly believe that technology and
creativity can be used as forces for good and are
powerful tools in transitioning towards a more
sustainable society. Thisbeliefis the core of our
sustainability vision, strategyandcommitments”
Victor Knaap
Chair of the ESG Executive Committee
A year of action
Within our industry, we’ve seen new initiatives
and tools launched, like AdGreen, to help
us move towards a more sustainable future
through increased transparency and measuring
of CO
2
emissions. There has also been an
increased level of collaboration, amplified by
pledges, in which we share best practices and
knowledge. We support these initiatives and
continue to engage with leading stakeholders,
industry efforts and global initiatives – like the
World Economic Forum and the International
Business Leaders’ Advisory Council (IBLAC),
both attended by Executive Chairman, Sir
Martin Sorrell.
Media.Monks signed The Climate Pledge
in 2021 with a goal to reach net zero by
2040. To set science-based targets we took
full inventory of our emissions, using the
Greenhouse Gas (GHG) Protocol standards
to understand the reduction opportunities
within the Group. We submitted our SBTi letter
of commitment at the end of 2022, and are
developing a detailed roadmap in 2023.
We also enhanced our ESG governance
structure, updated our global policies and
compliance, completed our TCFD risk
assessment and entered our ESG data into
the CDP’s global disclosure system for the
first time.
In 2022 we focused on our people and people
experience with the appointment of our Global
Chief People Officer James Kinney. James and
our People team set our People strategy into
motion with the launch of our DE&I platform
that vitally touches all aspects of our business –
Diversity in Action.
Embedding a greater understanding of diversity
and cultural fluency into the Group is also a top
priority, and to emphasise its importance and
our commitment we signed the United Nations
(UN) Women’s Empowerment Principles.
We continued to focus on closing the
representation gap in our industry by
providing training to underserved and/or
underrepresented talent. We support our clients
in the mission towards a more sustainable
future by continuing to use technology and
creativity as a force for good in helping them
amplify messages of the unheard.
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Our sustainability commitments continued
Our ESG strategy
Each of our strategic pillars contribute to our
overarching ESG goal: to become a more
sustainable and inclusive, global Company.
To that end, we are working towards B Corp
certification as an acknowledgement
of our efforts, and are now in the full
scope assessment.
Our B Corp ambition demonstrates how we
strive to become industry leaders – which we
believe starts with increased transparency and
standardisation in order to measure, compare
and adjust.
Zero Impact Workspaces
Our goal:
A climate neutral and
environmentally conscious
household, with tangible efforts
in our daily operations.
Our plan:
Set a science-based emissions
reduction target for Scope
1, 2 and 3.
Read more on page 50
Sustainable Work
Our goal:
A catalyst for change,
leveraging our expertise to
innovate with technology and
creativity For Good, for and
with our clients.
Our plan:
Implement our Sustainable
Production Lab report findings
into our daily operations.
Read more on page 55
Diversity, Equity
and Inclusion
Our goal:
An equitable, inclusive
workplace where people of
different backgrounds can grow
their careers in a culture that
is committed to diversity in all
its forms.
Our plan:
Intentionally work towards
balanced representation, taking
into consideration the diversity
of the places around the world
where we operate.
Read more on page 57
Our strategic pillars
38 S
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Capital plc Annual Report and Accounts 2022
ESG reports

Our impact model
The impact model below explains how our
sustainability strategy, our activities and the
resources we utilise each lead to our ultimate
impact goal. It visualises how we create added
value not only now, but also in the long term.
Significant positive impact can be found in
our work for clients, ranging from awareness
raised on social topics to changed consumer
behaviour. We are actively working to decrease
this negative impact of our business operations
and increase our positive added value through
our creative work.
People
8,308 people
32 countries
48% women
49% men
3% undeclared
Resources
77 offices
5,812 MWh
electricity used
14,071,207 km
travelled by plane
Our relationships
Clients
Business partners
Charities
Input
Output
We empower our
people to be a catalyst
for change, in an
inclusive, diverse and
creative workplace
We create a
climate-neutral and
environmentally
conscious
business operation
We remain
economically viable
and invest in our
innovations to enable
us to contribute
to sustainability
challenges in the
long-run
We improve the
sustainable impact
of our clients – to
bring about the shift
in attitudes and
behaviour needed
toreach the SDGs
Long-term
value
Our strategy
Zero Impact Workspaces
Sustainable Work
Diversity, Equity and Inclusion
Our vision
Creativity and technology
are forces for good and
powerful tools required in
thetransition towards a
moresustainable society
Our ESG mission
We are a catalyst for
the sustainable impact
of our clients
ESG
business
model
Offered 392
intern positions
Launched Diversity in
Action framework
Enhanced
content training
3.7 tCO
2
e per FTE
22.5% of
waste separated
57% of electricity
is renewable
£977.2 million
revenue
£51,503 (0.01%
ofrevenue) and
4,090 hours
donatedto charities
10,061 projects
445 projects
For Good
Zero Impact Workspaces Sustainable Work Diversity, Equity and Inclusion
Notes:
1. Full time equivalent (FTE) people excluding contractors, contingent workers and interns.
2. Revenue excluding current year acquisitions of XX Artists, TheoremOne and 4 Mile.
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TCFD Report
The S
4
Capital Board has overall responsibility to assess the basis
on which the Company generates and preserves value over the long
term, including the sustainability of the Company’s business model
and how its governance contributes to the delivery of its strategy.
In line with the ‘Task Force on Climate-related Financial Disclosures’ (TCFD) recommendations and Listing Rule LR
14.3.27R, S
4
Capital has provided information to stakeholders on its climate-related risks and opportunities and
relevant governance structures, in turn helping them to make informed decisions. We set out below our climate-related
financial disclosures consistent with all the TCFD recommendations and recommended disclosures. By this we mean
the four TCFD recommendations and the 11 recommended disclosures and report on all greenhouse gas Scopes, 1,
2 and 3. For Scope 3 we have examined all the 15 categories to determine the material categories that we include in
our reporting. This has been consistent with our 2021 annual ESG Report. Each year we will reassess all categories
and decide which ones are material for our organisation to report on. When a category becomes a material category
for reporting, this category will be part of our next year’s annual reporting. For 2022 we are reporting on six out of 15
Scope 3 categories: Purchased Goods and Services, Capital Goods, Fuel- and Energy-related activities (not included
in Scope 1, 2), Waste generated in operations, Business Travel and Employee Commuting.
We set out below our climate-related financial disclosures consistent with all of the TCFD recommendations as
detailed in ‘Recommendations of the Task Force on Climate-related Financial Disclosures’, 2017, with consideration
of the additional guidance in ‘Implementing the Recommendations of the Task Force on Climate-related Financial
Disclosures’, 2021.
While we consider ourselves compliant with Strategy (a) and (b), further work is underway to enhance the quantification
of risks and opportunities and to determine financial impacts. Details on the 11 recommended disclosures can be found
at the following pages:
Recommendation Recommended disclosures Reference
Governance
Disclose the organisation’s
governance around
climate-related risks
andopportunities
a) Describe the Board’s oversight of climate-related risks and opportunities Page 41
b) Describe management’s role in assessing and managing climate-related
risks and opportunities
Page 42
Strategy
Disclose the actual and
potential impacts of
climate-related risks and
opportunities on the
organisation’s businesses,
strategy, and financial
planning where such
information is material
a) Describe the climate-related risks and opportunities the organisation has
identified over the short, medium, and longterm
Page 42
b) Describe the impact of climate-related risks and opportunitieson the
organisation’s businesses, strategy, andfinancial planning
Page 44
c) Describe the resilience of the organisation’s strategy, taking into
consideration different climate-related scenarios, including a 2°C or
lower scenario
Page 43
Risk management
Disclose how the
organisation identifies,
assesses, and manages
climate-related risks
a) Describe the organisation’s processes for identifying and assessing
climate-related risks
Page 44
b) Describe the organisation’s processes for managing climate-related risks Page 44
c) Describe how processes for identifying, assessing, and managing
climate-related risks are integrated into the organisation’s overall risk
management
Page 44
Metrics and targets
Disclose the metrics and
targets used to assess and
manage relevant climate-
related risks and
opportunities where
such information is material
a) Disclose the metrics used by the organisation to assess climate-related
risks and opportunities in line with its strategy and risk management
process
Page 48
b) Disclose Scope 1, Scope 2, and, if appropriate, Scope 3 greenhouse gas
(GHG) emissions, and the related risks
Page 51
c) Describe the targets used by the organisation to manage climate-related
risks and opportunities and performance against targets
Page 48
ESG reports
40 S
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I
n
fo
rm
a
t
i
o
n
fl
o
w
Board
Overall Climate
Change Responsibility
ESG Executive
Committee
ESG Steering Committee
Audit and Risk
Committee
Governance
Board level
The S
4
Capital Board has overall responsibility
to assess the basis on which the Company
generates and preserves value over the
long term, including the sustainability of
the Company’s business model and how its
governance contributes to the delivery of its
strategy. The Board is supported and informed
on climate-related issues by various channels,
including the Audit and Risk Committee and
Nomination and Remuneration Committee.
With assistance and information from the
ESG Executive Committee, the Board sets
theGroup’s targets in relation to climate change
and will monitor implementation of climate
change mitigation projects and activities.
As the designated Executive Director for
ESG-related matters, Victor Knaap provides
an operational and strategic channel to the
Board on climate change matters, and takes
overall responsibility for climate and other
sustainability issues. Additionally, the Board’s
discussions on climate-related issues are led
by Non-Executive Director, Miles Young, who
presents to the Board at least twice a year on
climate-related developments. He is supported
in at least one of these meetings by Regina
Romeijn, the Global Head of ESG.
ESG risks, including climate change, are
periodically discussed by the Board alongside
the review of overall principal risks. On a
monthly basis, updates on ESG matters are
provided to the senior leadership via scheduled
performance meetings; additionally a full
overview of ESG performance is conducted
biannually with the Board. Progress against
climate-related targets and metrics, such as
the Board-approved 2040 net zero target,
is monitored and overseen by the Board
based on information provided by the ESG
Steering Committee.
The Audit and Risk Committee has
responsibility for maintaining and reviewing the
Group’s register of risks covering all areas of
the business, including sustainability-related
risks and particularly those relating to climate
risk. The Committee meets at least three times
each year to review all risks, referring key
matters to the Board.
ESG Executive Committee
The ESG Executive Committee comprises three
Executive Directors and the General Counsel
and Head of Compliance. The Committee is
chaired by Victor Knaap, who is the Executive
Director with primary responsibility for ESG
matters within the Group.
The Committee has responsibility for
ensuring that the Group’s ESG priorities are
aligned with, and integrated into, the Group’s
overall business strategy. This will include
ensuring that progress towards the Group’s
ESG ambitions are appropriately resourced
and included within the Group’s financial
planning processes which include the annual
budget, which is re-forecast on a quarterly
basis, and the three-year financial plan.
Miles Young will attend the ESG Executive
Committee periodically.
Management level
In 2022, the Group established the
management-level ESG Steering Committee to
manage climate-related risks and opportunities,
ensure appropriate reporting to the Board,
and oversee gathering of data from across the
Group to measure progress against targets.
Chaired by Regina Romeijn, Global Head of
ESG, the Committee is a cross-functional team
with representation from finance, legal, HR,
operations, business and real estate.
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TCFD Report continued
The ESG Steering Committee meets quarterly,
or more frequently if required, to ratify the
data and information, for instance emissions
and energy consumption, that flows up to
the ESG Executive Committee, which takes
overall responsibility for setting the Group’s
sustainability strategy. The strategy will be
conveyed to the ESG Steering Committee
andapproved by the Board on an annual basis.
Progress and measurement against climate-
related targets is incentivised at the executive
level through metrics applied under the
Directors’ Remuneration Policy. In 2021,
theNomination and Remuneration Committee
set an annual maximum climate-related bonus
opportunity available to Executive Directors
at5% of the total bonus package.
Risk management
Climate-related risks and opportunities relevant
to S
4
Capital were identified with the help of
external consultants, CEN-ESG, and refined
through consultation with internal stakeholders
and senior management. S
4
Capital’s climate-
related risk management is integrated into the
Group’s overall risk management framework,
and assessed in the same manner as other
Group risks.
Risks and opportunities were considered
inall physical and transition risk categories,
current and emerging, whether they occur
within the Group’s own operations or upstream
and downstream of the Group, and whether
they occur within the short, medium or long-
term time horizons. Climate-related risks have
been classified as per S
4
Capital’s existing
risk management model, which will allow for
the integration with the existing risk matrix,
asrecommended under TCFD guidelines.
Substantive impacts are those that would
have a significant adverse impact on the
Group’s business, materially affecting its
business model, future performance, solvency,
liquidity or reputation. Any mitigation factors
for climate-related risks are also included
in the Group Risk Register, if relevant and
material enough. Risks are subject to continual
refinement and quantification over time, which
assists with incorporation of climate-related
risks into the overall strategy, budgeting and
financial statements.
Strategy
S
4
Capital recognises that climate change
presents both risks and opportunities to our
business. Overall, we consider our climate
exposure to be low, and in isolation the impact
of most climate-related risks is limited. Having
considered the below risks and opportunities,
we conclude that the Group’s strategy is
resilient to climate change, with financial
impacts classified as low, with moderate at
worst. Mitigating actions are in place or planned
to further reduce and minimise the impact of
these risks. Any impact will be accommodated
into business-as-usual activity, so no
fundamental change to the business strategy
or budgets resulting from climate change is
likely to be required in the foreseeable future.
Inaddition, there are no effects of climate-
related matters reflected in judgments and
Magnitude Low Medium High
Impact Immaterial impact on the
business: no regulatory
impact, immaterial
financial loss, immaterial
impact on the operations
of the business or
keyclients.
Moderate regulatory
impact, impact on
relationships with clients
which does notaffect the
strategy orfinancial health
of the business, moderate
impact on operations
(minor disruption of
services, no major loss
ofpersonnel).
High potential for
disclosure to the market,
high likelihood for
significant fall in share
price, loss of key client
(or a group of clients),
significant impairment
ofbusiness operations
(closure or suspension
ofbusiness operations,
high staff turnover, or loss
of keypersonnel).
ESG reports
42 S
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Capital plc Annual Report and Accounts 2022

estimates applied in the financial statements.
S
4
Capital has committed to a net zero carbon
future and is in the process of establishing a
transition plan to achieve that.
We have used scenario analysis to improve
our understanding of the behaviour of certain
risks under different climate outcomes, which
helps to assess the resilience of the business to
climate change. Accordingly we have selected
three scenarios, looking forward to 2050:
• Net Zero 2050 (NZE)
1
A normative scenario
which sets out a narrow but achievable
pathway for the global energy sector to
achieve net zero CO
2
emissions by 2050,
whereby globally temperatures rise by 1.5°C
by 2100 from pre-industrial levels, with 50%
probability. It does not rely on emissions
reductions from outside the energy sector
toachieve its goals.
• Stated Policies (STEPS)
1
The roll forward
of already announced policy measures.
This scenario outlines a combination of
physical and transitions risk impacts as
temperatures rise by 2.6°C by 2100 from
pre-industrial levels, with a 50% probability.
This scenario is included as it represents a
mid-way pathway with a trajectory implied by
today’s policy settings.
• RCP 8.5
2
Where global temperatures rise
between 4.1-4.8°C by 2100. This scenario is
included for its extreme physical climate risks
as the global response to mitigating climate
change is limited.
The assumptions and limitations of scenario
analysis are as follows:
1. Scenario analysis requires analysis of
specific factors and models them with
fixed assumptions.
2. It is assumed S
4
Capital has the same carbon
footprint and the same business activities in
the future as are in place today.
3. Impacts are to be considered in the context
of current financial performance and prices.
4. Impacts are assumed to occur without the
Group responding with any future mitigation
actions, which would reduce the impact
of risks.
5. The analysis considered each risk and
scenario in isolation, when in practice
climate-related risks may occur in
parallel as part of a wider set of potential
global impacts.
6. Carbon pricing was informed by the Global
Energy Outlook 2022 report from the
International Energy Agency (IEA).
For the relevant risks set out on page 44, we
have determined quantifiable impacts where
the underlying data is available and where the
current understanding of the risk is robust.
Scenarios have been supplemented with
additional sources that are specific to each
risk to inform any assumptions included in
projections. Having assessed the behaviour
of these risks under different scenarios, we
are satisfied that our risk mitigation strategies
and action plans provide sufficient financial
resilience to climate change.
1. IEA (2021), World Energy Outlook 2021, IEA, Paris https://www.iea.org/reports/world-energy-outlook-2021/scenario-
trajectories-and-temperature-outcomes.
2. IPCC, 2014: Climate Change 2014: Synthesis Report. Contribution of Working Groups I, II and III to the Fifth Assessment
Report of the Intergovernmental Panel on Climate Change.
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TCFD Report continued
Risks
Four key climate-related risks have been identified. These risks have been assessed in isolation
and categorised as low impact. The Group acknowledges that the cumulative impact could be
greater if more than one of these risks were to manifest at the same time. These are discussed in
greater detail below.
Risk
1. Carbon pricing in
own operations
2. Reputational
risks
3. Extreme
weather events
4. Regulatory and
industry standards
Type Transition
(emerging
regulation)
Transition
(reputation)
Physical (acute
and chronic)
Transition
(currentregulation)
Area Own operations Downstream Own operations Own operations
Primary
potential
financial
impact
Increased
indirect
(operating)
costs
Decreased
revenues due
toreduced
demand for
products
andservices
Increased
indirect
(operating)
costs
Decreased access
to capital
Time horizon Short term Short term Medium term Short term
Likelihood More likely
thannot
Likely Unlikely Likely
Impact Low Low Medium-low Low
Location or
service most
impacted
Global Global Shanghai
Maharashtra
Selangor
Global
Carbon prices (US$/tCO
2
e) under NZE and STEPS are projected to increase as below.
Carbon price estimates (US$/t)
1
2030 2040 2050
Scenario – STEPS
EU (as worst case) 90 98 113
Global average 45 58 72
Scenario – NZE
Advanced economies 140 205 250
Global average 85 150 210
Note:
1. Used as Global est. Source: IEA (2022), World Energy Outlook 2022, https://iea.blob.core.windows.net/assets/c282400e-
00b0-4edf-9a8e-6f2ca6536ec8/WorldEnergyOutlook2022.pdf
1. Carbon pricing in own operations
The cost of carbon and the number of
countries adopting carbon price mechanisms is
expected to rise as businesses are made more
accountable for their energy use and carbon
emissions. The International Energy Agency
(IEA) forecasts that carbon prices (US$/
tCO
2
e) and their implementation globally are
projected to rise, with particularly significant
increases under the Net Zero 2050 (NZE)
scenario whereby global temperature rise is
limited to 1.5°C through proactive government
interventions and international collaboration.
Increased carbon prices would lead to an
increase in the costs to the Group either in
the cost of power, carbon offsets or carbon
taxes based on our Scope 1 and 2 emissions.
Additionally, unforecasted and abrupt increases
to carbon prices during a disorderly transition
to net zero may cause a particularly significant
financial shock to companies that are
decarbonising slowly.
ESG reports
44 S
4
Capital plc Annual Report and Accounts 2022

In the table below we calculate the impact of carbon prices on FY 2022 Scope 1 and 2 emissions
under NZE and STEPS, using a global average of carbon price estimates. We assume tax on
100% of Scope 1 and full pass through from electricity providers. This projection takes into
account that under the optimistic NZE scenario, residual Scope 2 emissions are reduced to zero
from 2040 and only Scope 1 emissions remain consistent. However, as noted in the assumptions
and limitations section, these projections assume that S
4
Capital’s business activities and carbon
footprint will stay the same, whereas the achievement of the Group’s net zero target should entail
that both Scope 1 and 2 emissions are effectively reduced to 0 by 2040. Therefore this table gives
an approximate indication of taxes incurred if the Group’s Scope 1 emissions are not reduced and
netzero targets are not achieved.
FY 2022 (tCO
2
e) STEPS Scenario (US$) NZE Scenario (US$)
Scope 1 Scope 2 Total 2030 2040 2050 2030 2040 2050
Global 4,581 1,024 5,605 240,633 295,061 359,953 452,321 687,150 962,010
S
4
Capital can potentially mitigate the impact
of carbon pricing through self-generation of
electricity on its estate, whilst simultaneously
reducing operational cost and cost exposure
to energy price fluctuations. We will consider
broadening the renewable energy share in
our own energy mix by moving our offices
to buildings run by renewable energy when
possible, which has increased our total
renewable energy usage to almost 60% in
2022. Where possible we seek to reduce
our Scope 1 and 2 emissions to minimise the
potential additional operating costs resulting
from the projected carbon price scenarios.
For instance, in 2021 we signed The Climate
Pledge, with a mission of reaching net zero
carbon emissions by 2040 and therefore have
zero emissions to tax.
The Group takes sustainability into
consideration in selecting and integrating
new offices, and in 2021 circulated a
questionnaire regarding measures taken, such
as procurement of green energy or LED lighting
installations. Where possible we seek to move
to green certified buildings, and compensate
for the remaining emissions. Additionally, we
seek to reduce the percentage of ICE vehicles
in our fleet by continuing to reduce our fleet
as much as possible to none, and transition
existing vehicles to hybrid or electric. At the
time of writing 20 of our 28 leased fleet are
ICE vehicles.
2. Reputational risks
We operate in highly competitive markets,
where consumer behaviour, needs and
demands are evolving in reaction to climate
change. Corporate and consumer activism
increasingly presents a risk to companies
with weak sustainability credentials and/or
performance. Indeed, some clients incorporate
sustainability requirements into their tenders,
and require supplier carbon assessments.
Almost all clients take into account
sustainability credentials, pledges, agreements,
ESG related KPIs and commitments as part of
the RFI/RFP process. Some existing clients ask
S
4
Capital to report on EcoVadis, CDP, Supplier.
io, B Corp status, SBTi; there is a minor risk
that not reporting or poor performance against
ESG frameworks may make the Group a less
attractive business partner or supplier.
S
4
Capital is targeting net zero emissions
by 2040; the failure to meet this or other
emissions targets would potentially affect the
credibility of our ESG strategy and cause some
reputational damage to the Group. Even if the
Group sufficiently reduces our emissions in
our direct operations, there is a risk of our data
server supplier not adequately decarbonising in
time. However, this is not deemed a significant
risk given the time-frame for decarbonisation.
Real or perceived irresponsible practices on
the part of S
4
Capital, or ‘greenwashing’, may
also limit new business and hamper revenue
generation, and failure to react appropriately
and rapidly to changes in client behaviour
may result in the erosion of our client base.
Competitors are increasingly making progress
on sustainability, and market their credentials.
Reputational damage may lead to financial
losses, decreased access to capital, or loss
ofmarket share to competitors.
Quantification of this risk impact is difficult, but
we nevertheless expect our exposure to be low
in light of our commitment to transparency and
our ambition to be at the forefront of the sector
with respect to our sustainability initiatives
and reporting. S
4
Capital screens new clients
that may be especially exposed to transitional
climate risks or public controversy, and to
ensure that any consequent risks that
45
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4
Capital plc Annual Report and Accounts 2022

TCFD Report continued
arise are proactively managed. For instance
we have now transitioned out of all Oil and Gas
clients. Additionally, the Group’s Sustainable
Procurement Policy that we have now drafted
sets out our requirements for suppliers, and we
engage with our main clients and suppliers to
determine their performance against various
environmental metrics, their quantitative
climate targets, and submissions to CDP.
This screening is in the process of refinement
and is likely to become stricter in the future,
but already excludes clients in specific
unethical, controversial or environmentally
damaging industries.
Given the diversity of our client base and
the various industries we serve and the
consideration we take in selecting our client
base, it is generally possible to contain
the impact. We believe that the potential
for negative reputational concerns is
well mitigated. We have made strides to
demonstrate our consideration of ESG issues,
such as by becoming the first advertising and
marketing firm to commit to Amazon’s The
Climate Pledge, and by making a commitment
to increase progress towards gaining B Corp
certification by 2023. Additionally, the Group
has an internal reputational risk crisis expert
to manage the potential negative reputational
effects that may arise from our work.
3. Extreme weather events
While extreme weather events have not
previously affected the Group, with offices
in 30 countries in 2022 and an agenda for
expansion, we may face increased physical
risks from climate change such as issues
including rising sea levels and flooding.
These risks may be especially acute under a
RCP 8.5 scenario, in which global temperatures
rise between 4.1-4.8°C by 2100.
Flood risk may affect operational/office
capability, but our asset risk is limited due to
our locations being leased premises for the
most part. Notably, according to tools such
as WWF Water Risk Filter and WRI Aqueduct,
some of our sites are in areas at high or
very high risk of coastal or fluvial flooding,
namely those in Shanghai, Maharashtra and
Selangor. Flooding or other weather events in
these areas may have a number of negative
effects; for instance, the temporary closure
ofoffices or damage to regional infrastructure
may temporarily cause reduced productivity
and revenue, and/or require the relocation
ofpersonnel to other offices.
Further, property damage may lead to increases
in insurance premiums, or indirect costs where
lessors pass on the costs of their increased
insurance premiums to lessees.
The Group’s diversified portfolio of offices
across the world reduces its overall vulnerability
to localised flooding events, and most of our
sites are leased, resulting in limited asset risk
to S
4
Capital. The risk of operational disruption
from coastal or fluvial flooding and other
acute physical risks is largely mitigated by the
ability to adopt remote working, initiated by the
covid-19 pandemic, which would reduce service
disruption and allow the Group to recoup any
losses incurred to local business operations.
Ordinarily, the Group facilitates flexible working
arrangements, with the expectation that 40%
of the working week will be from employees’
homes. Further, consideration of chronic
physical risks will inform future real estate
strategy decisions, taking into consideration
energy-efficiency measures and proximity
to areas at risk of sea level rise and other
chronic risks.
4. Regulatory and industry standards
Sustainability reporting requirements are
consolidating at a fast pace and may become
especially rigorous under scenarios involving
proactive government intervention to meet
emissions reductions targets, such as the
NZE scenario. As a relatively new Company
undergoing rapid expansion, the tightening
of climate-related regulation may constitute
a risk to the Group if it does not maintain the
appropriate internal controls to facilitate timely
and accurate reporting. Failure to meet ESG
reporting obligations may dissuade potential
investors or incur penalties from regulators.
The Group’s control systems, processes and
governance arrangements are continually
developing to ensure accurate collection
of relevant ESG metrics and regulatory
compliance. We have processes to monitor
regulatory requirements in place, and continue
to follow developments in ESG frameworks,
such as the ISSB body to create a global
baseline for sustainability-related disclosure
standards. In 2021, we signed the Commitment
Letter of the World Economic Forum, reflecting
our commitment to the global alignment effort
on ESG Reporting and to the Stakeholder
Capitalism Metrics Initiative (SCMI).
ESG reports
46 S
4
Capital plc Annual Report and Accounts 2022

Opportunities
Opportunity
1. Use of lower-emission
sources ofenergy
2. Development and/or
expansion of low
emission goods
andservices
3. Access to
newmarkets
Type Energy source Products and services Products and
services
Primary potential
financial impact
Reduced indirect
(operating) costs
Increased revenues
resulting from
increased demand for
products andservices
Increased revenues
resulting from
increased demand
for products
andservices
Time horizon Short term Short term Short term
Likelihood Likely Likely More likely than not
Magnitude Low Low Low
1. Use of lower-emission sources of energy
Through carbon reduction initiatives S
4
Capital
has the opportunity to decrease its energy use.
The Group sees power purchasing agreements
for renewable electricity as a further
opportunity to reduce our emissions intensity.
This will decrease the Group’s exposure to
energy costs and limit the potential impact of
any carbon pricing mechanisms on the Group.
Additionally, by investing in resource efficiency
and energy use the Group may benefit from
lower and more stable operating costs.
The Group is also increasing the share of
electric cars in our leased fleet, and where
possible seeks to use more sustainable
travel options.
As offices are largely leased, the strategy
to realise this opportunity will partly involve
engagement with landlords to introduce
energy-saving measures. Best practices in
energy management with current offices will
also factor in reducing energy consumption.
Alternatively, the Group may have the
opportunity to move to more efficient buildings
or green certified offices at the time of lease
renewal, and compensate for the remaining
emissions. At present, around 80% of our
offices make use of LED lighting, and we
continue to seek other opportunities for energy
efficiency in areas including business travel,
vehicle fleet and refrigerants.
Additionally, we are piloting a tool to make
stored presentations in our cloud smaller to
reduce the energy used for storage of our
Company files that include imagery, video,
GIFsand more.
2. Development and/or expansion of low
emission goods and services
Enhancing S
4
Capital’s environmental credibility
through improved practices and transparency
of reporting may lead to new revenue
opportunities from environmentally-conscious
commercial partners (Purpose-driven clients).
Banks analyse publicly-available data through
non-financial ESG reporting frameworks,
suchas MSCI.
A number of actions are being implemented
that may differentiate S
4
Capital from its
sector peers. For instance, we are taking steps
towards B Corp certification across the whole
business by 2023, which would present an
opportunity to become a sustainability leader
among advertising agencies. Further, we seek
to reduce emissions from our digital products
and shoots wherever possible, thereby reducing
the ecological footprint of our output.
S
4
Capital actively advertises its climate and
ESG credentials in pitches to clients, and is
able to offer clients real-time tracking of ESG
metrics associated with a campaign, such
as total carbon emissions generated and
offsetting possibility.
3. Access to new markets
New lines of business related to sustainability,
such as expanding sustainability consultancy/
advisory work, represents an opportunity
to capitalise on growing climate-awareness
among clients and grow revenues from
products/services that support their
sustainability ambitions. We see additional
net revenue of nearly £20 million from a base
of £23 million, for our 2022 ‘Delivered For
Good’projects.
47
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S
4
Capital plc Annual Report and Accounts 2022

Material impact and our stakeholders
Whilst recognising the recommendation to integrate an internal carbon price, this is currently
deemed unnecessary and immaterial to the business because S
4
Capital is not a carbon intensive
business. We may consider its use in the future, for instance in assessing large capex and
investment activities.
Topic Unit Metric Target /KPI
Link to risks and
opportunities
Absolute Scope 1, 2
and 3 emissions
tCO
2
e Absolute Scope
1, 2 and 3 emissions
(location based)
Net zero, 2040
50% reduction
inbusiness travel
emissions by 2040
Risk 1
Tracking of external
ESG ratings (e.g.
CDP, EcoVadis, MSCI)
YoY improvements Risks 2, 4
Opportunity 2
Total energy
consumption
kWh Total energy
consumption
All lights upgrade
toLED in 2040
Risk 2
Transition to
renewable
electricity
% and
kWh
% and kWh
ofelectricity
consumption
sourced from green
tariffs and/or energy
attribute certificates
All offices change
togreen energy
in2040
Risk 2
Opportunity 1
Percentage and number
of ICE vehicles in
leased vehicle fleet
% and
number
% and number
ofvehicles by fuel
type (BEV, PHEV/
HEV, ICE)
100% renewable
energy powered
carsby 2030
Risk 2
Energy costs
as percentage
of total costs
% 100% contracts
renewable energy
by2030
Risk 2
Opportunity 1
Net revenue from ‘For
Good’ projects, and
as% of total revenue
£ and
%
Net revenue from
ForGood projects
and as% of total
revenue(all
projects,paid,
discounted,
probono)
10% of total revenue
from For Good
projects in 2040
Opportunity 3
Net revenue from
Purpose-driven client
projects, and % of
totalrevenue
£ and
%
Net revenue from
Purpose-driven client
projects and as % of
total revenue
10% of revenue from
Purpose-drivenclient
projectsin 2040
Opportunity 2
In 2021 and 2022 we began to integrate
sustainable production solutions more
systematically into the work we produce for
clients, so that – as a responsible value chain
partner – we are doing what we can to help our
clients achieve their sustainability goals. As a
member of AdGreen, we seek to reduce the
negative environmental impacts of products
through sustainable film shoots, and have
the ability to conduct carbon neutral shoots
for clients.
Metrics and targets
The Group has established clear targets
related to climate change, in line with the UK
Government’s commitment to net zero by 2050.
These include the Group’s target to reduce
absolute Scope 1-3 emissions to net zero by
2040. Scope 3 emissions, including activities
of third parties and objects not owned by
S
4
Capital including business flights and daily
commutes of our people, represent the largest
contribution to our CO
2
emissions. We report
on our material Scope 1, 2 and 3 emissions,
emissions intensity and energy consumption.
For Scope 3 we have analysed all 15 categories
and identified six out of 15 material categories
that we report on: purchased goods and
services; capital goods; fuel- and energy-
related activities (not included in Scope 1, 2);
waste generated in operations; business travel;
and employee commuting.
ESG reports
48 S
4
Capital plc Annual Report and Accounts 2022

Important for external stakeholders
Important for Media.Monks
8
10
9
7
11
5
6
4
1
2
3
High impact
10
5
10
Compliance
Low impact
12
13
To develop our sustainability strategy, we spoke
with our key stakeholders – people, investors,
suppliers and clients – and considered the
Sustainable Development Goals (SDGs) to
determine where we could make a positive,
material impact on the planet, climate
and society.
In assessing materiality impact in 2022,
weintroduced new ESG-related topics (e.g.
community volunteering and donations) into our
survey and grouped some (e.g. biodiversity and
water) into bigger topics (e.g. climate change)
based on the results of last year’s survey and
the relevancy for our business. This year we
see a slight shift in the priority for our people
on many ESG topics, with those in the upper
right corner – high impact items – serving as
the backbone of our sustainability strategy.
Most significantly our people have indicated
anincrease in awareness of ESG Impact.
In 2021, climate change, sustainable innovation
and technology, and diversity and inclusion
were the only three high impact topics for
our people. This year, we’ve seen more ESG-
related topics becoming important, including
community volunteering and donations and
sustainable sourcing.
Hundreds of our people gathered worldwide to
donate nearly £10,000 to Ukrainians who are
on the front line. The Group also raised and
donated £14,000 to people in need who were
affected by the catastrophic floods in Pakistan.
The Media.Monks materiality matrix table (right)
is based on our survey of our people, clients
and suppliers. It shows they value our focus on
Talent Development & Training (2), Diversity,
Equity and Inclusion (3) and highlights the
responsibility we have within our industry to
foster ethical and responsible marketing (1).
This response signals a clear message: take
care of our people and be mindful of our impact
in the industry and beyond.
Media.Monks materiality matrix 2023
Zero Impact Workspaces
Diversity, Equity and Inclusion
Sustainable Work
Part of overall Media.Monks
strategy, not part of ESG strategy
High impact
1. Ethics and
responsible marketing
2. Talent development and training
3. Diversity and inclusion
4. Working conditions (HR)
5. Privacy and data protection
Compliance
6. Impact work
7. Climate change
8. Sustainable workplaces
9. Sustainability innovation
and technology
10. Waste and resource scarcity
11. Sustainable sourcing
12. Community volunteering
anddonations
Low impact
13. Health and wellbeing
49
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Capital plc Annual Report and Accounts 2022

SDGs
Zero Impact Workspaces
Our environmental commitments
Previously, in both 2020 and 2021 – which
was the second time we calculated our CO
2
footprint at a Group level – we followed the
GRI Reporting Standard (2016) guidance on
Climate Change and Environment (302:Energy
and 305:Emissions), together with TCFD
requirements on metrics and targets.
In early 2022, we aimed to better understand
our actual impact and craft more effective
strategies through the more stringent, science-
based framework, with a goal of formally
committing to SBTi standards. First, we
needed to recalculate our 2021 GHG emissions
according to SBTi’s Corporate Net-Zero
Standard. In the process, we learned that we
needed to add more GHG metrics to measure
our environmental impact more rigorously and
credibly to ensure we were setting meaningful
and actionable decarbonisation targets.
We formally signed our SBTi commitment
letterin December 2022.
We calculated our emissions in accordance
with the GHG Reporting Protocol – Corporate
Standard. For the CO calculations we used
accurate data where possible, and in some
cases used estimates based on extrapolation.
We took a sum of all relevant data from offices
with actual data, and extrapolated based on
headcount and square metres. For commuting
data, we distributed a global survey and used
the outcome to extrapolate commuting data
forall of our people.
Performance metrics
Compared to our 2021 GHG disclosure,
ourSBTi Baseline for 2021 introduced three
additional GHG metrics: ‘refrigerant leakage’
(Scope 1), as well as ‘capital goods’ and
‘purchased goods and services’ (both Scope 3).
We identified that the GHG from these three
new metrics accounted for a substantial 83%
of our recalculated GHG emissions in 2021.
This explains the significant difference between
our GHG disclosures in the 2021 ESG Report
and the 2021 SBTi Baseline.
For 2022, we continued measuring our GHG
emissions using the SBTi’s Corporate Net-
Zero Standard. The table on page 51 shows
our performance in 2022 compared to our
SBTi Baseline for 2021, to ensure a better
comparison of our performance year by year
and the consistency of methods recruited in
gathering the data.
We have seen a growth of 30% in our
workforce, we added 13 more offices and are
operating in five additional countries. Given our
hybrid working model, we have seen our people
returning to our workplaces which will result in
more commuting and utility usage, adding to
the absolute CO
2
results.
As the first in our industry to sign The Climate
Pledge, we have committed to reaching net
zero by 2040 to do our part in holding global
warming below 1.5 °C. This will bring us on par
with net zero targets that we have committed
to via the SBTi letter of commitment, with an
overall target of reaching net zero by 2050.
We know we can make an impact in that
ambition by adjusting our operations and
have identified targets for potential emission
reduction of up to 42% over the course of
10years via our SBTi commitments.
In 2022, we matured in calculating our impact on the
planet by committing to the SBTi’s (Science Based
Targets initiative) Corporate Net-Zero Standard.
ESG reports
50 S
4
Capital plc Annual Report and Accounts 2022

Greenhouse gas emissions per Scope, 2022 vs 2021: Media.Monks global
Scope Category
tCO
2
e
2022
tCO
2
e / FTE
2022
% of scope
2022
% of total
2022
tCO
2
e
2021
tCO
2
e / FTE
2021
Scope 1
Direct
emissions
Natural gas 1,710 0.21 37.3% 5.6% 201 0.03
Company cars 84 0.01 1.8% 0.3% 29 0.0049
Refrigerants 2,787 0.34 60.9% 9.1% 407 0.07
Total Scope 1 4,581 0.55 100% 15.0% 637 0.11
Scope 2
Indirect
emissions
Direct heating 32 0.00 3.2% 0.1% 20 0.0034
Electricity – grey 991 0.12 96.8% 3.2% 561 0.10
Total Scope 2 1,024 0.12 100% 3.3% 581 0.10
Scope 3
Other
indirect
emissions
Purchased goods and services 7,267 0.87 29.0% 23.7% 6,680 1.14
Capital goods 8,612 1.04 34.4% 28.1% 4,644 0.79
Fuel- and energy-related activities 575 0.07 2.3% 1.9% 238 0.04
Waste generated in operation 337 0.04 1.3% 1.1% 78 0.01
Business travel (uber + train + plane) 4,987 0.60 19.9% 16.3% 650 0.11
Employee commuting 3,245 0.39 13.0% 10.6% 581 0.10
Total Scope 3 25,022 3.01 100% 81.7% 12,871 2.19
Total CO
2
emissions 30,627 3.69 – 100% 14,089 2.40
Total emissions 2022 per Scope %
Total Scope 1 14.96%
Total Scope 2 3.34%
Total Scope 3 81.70%
Total emissions 2021 per Scope %
Total Scope 1 32.0%
Total Scope 2 7.2%
Total Scope 3 60.8%
51
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Capital plc Annual Report and Accounts 2022

Streamlined energy and carbon reporting for Media.Monks UK from 2020-2022
kWh kgCO
2
e kWh/FTE Kg CO
2
/FTE
UK energy data 2020
Gas 38,285 7,435 363 71
Electricity 57,519 10,695 546 101
UK energy data 2021
Gas 77,468 15,036 525 102
Electricity 81,106 15,049 550 102
UK energy data 2022
Gas 4,737,006 918,574 16,335 3,167
Electricity 1,516,204 2,777 5,228 10
% difference 2022 over 2021
Gas 6,015% 6,009% 3,009% 3,009%
Electricity 1,769% -82% 850% -91%
Our performance
In 2022 we experienced higher tCO
2
e/FTE
due to increases in several categories: natural
gas, capital goods and employee commuting.
In 2022 many of our people returned to
the workplace, compared to 2021, when
lockdowns were still in effect in almost all
countries worldwide.
We transitioned from non-renewable energy
to renewable energy as much as possible.
Indeed, almost 60% of our energy use was
from renewable sources. This number has
doubled compared to 2021. When the option
exists we make sure to have our new offices
run on renewable energy. At some locations
we made the decision to move our teams to
offices where renewable energy is offered by
the landlord, such as the move from our offices
in Paris and London from an old building to
a modern building run on 100% renewable
energy by 2040.
With the majority of our offices located in
shared building or co-working spaces, it is
still a challenge for us to be able to measure
our actual waste consumption and the
ability to intervene in finding a systematic
solution for waste recycling. We are highly
dependent on our landlord for local waste
solutions. Much of our waste is still measured
manually or extrapolated based on our local
team’s estimation.
To calculate our potential refrigerant leakage,
we followed UK Government - Environmental
Reporting Guidelines: Including streamlined
energy and carbon reporting guidance, March
2019 (Updated Introduction and Chapters 1
and 2). Compared to 2021, this number has
significantly increased. This can be explained
by the expansion of our team with offices in
hot-weather countries where refrigerant
systems are an essential part of the
workspaces, like Brazil (Raccoon Group)
andColombia (Zemoga).
Zero Impact Workspaces continued
ESG reports
52 S
4
Capital plc Annual Report and Accounts 2022

Greenhouse gas emissions per Scope, 2022 vs 2021
General metrics
Media.Monks
global 2022
(tCO
2
)
Media.Monks UK
only 2022
(tCO
2
)
% of
Media.Monks
global
FTEs 8,308 FTEs 290 FTEs 3%
Office surface 69,855 m
2
4,187 m
2
6%
Scope 1
Direct emissions
Media.Monks
global 2022
(tCO
2
)
Media.Monks UK
only 2022
(tCO
2
)
% of Media.
Monks
Media.Monks
global 2021
(tCO
2
/FTE )
Media.Monks UK
only 2021
(tCO
2
/FTE )
Natural gas 1,710 919 54% 0.21 3.17
Company cars 84 0 0% 0.01 0.00
Total Scope 1 1,793 919 51% 0.22 3.17
Scope 2
Indirect emissions
Media.Monks
global 2022
(tCO
2
)
Media.Monks UK
only 2022
(tCO
2
)
% of Media.
Monks
Media.Monks
global 2021
(tCO
2
/FTE )
Media.Monks UK
only 2021
(tCO
2
/FTE )
District heating 33 0 0% 0.004 0.00
Electricity – grey 991 2.8 0.3% 0.12 0.01
Total Scope 2 1,024 2.8 0.3% 0.12 0.01
Scope 3
Other indirect emissions
Media.Monks
global 2022
(tCO
2
)
Media.Monks UK
only 2022
(tCO
2
)
% of Media.
Monks
Media.Monks
global 2021
(tCO
2
/FTE )
Media.Monks UK
only 2021
(tCO
2
/FTE )
Business flights 2,301 37 2% 0.28 0.13
Employee
commuteby car 2,356 0 0% 0.28 0.00
Employee commute
by public transport 905 53 6% 0.11 0.18
Business travel
onland 2,670 47 2% 0.32 0.16
Servers 29 0.1 0.3% 0.00 0.00
Waste 337 2 1% 0.04 0.01
Water 121 31 25% 0.01 0.11
Total Scope 3 8,719 170 2% 1.05 0.59
Total tCO
2
e 11,536 1,092 9% 1.39 3.76
Note:
UK employee server use attributed emissions are based on FTEs based in the UK, per average FTE global on server use
(as servers are shared globally). Thus, UK based employees receive only their respective FTE share of emissions related
toserver use.
53
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Capital plc Annual Report and Accounts 2022

S
4
Forest
While our primary focus is on decarbonisation
of our operations, for emissions we cannot yet
decarbonise, we will continue to neutralise
by offsetting. In 2022 our S
4
Forest initiative
was in its second year of cultivation. Our goal
has been to plant enough trees to offset
average annual emissions of our people and,
in partnership with Tree-Nation, through the
end of 2022 we have planted 503,033 trees,
reforesting over 300 hectares and capturing
43,479 tonnes of CO
2
.
In 2022, our offsetting efforts dedicated
to reforestation programmes is to restore
ecosystems, improve the livelihoods of local
communities and help tackle climate change,
namely: Eden Reforestation Projects in Nepal
and Madagascar; Usambara Biodiversity
Conservation in Tanzania; Trees for Tribals
in India; Forest Garden Program in Senegal.
2022 total emissions of our people and
operations will again be offset.
Total planted
503,033
trees
Total reforested
303
hectares
Total CO
2
captured
43,479
tonnes
What’s next
With our hybrid work environments, we will
be assessing occupancy rate per location
to avoid any unnecessary footprint, and
identifying how we might use our offices more
efficiently including office redesigns and use
ofoutdoor space.
When scouting new offices or replacing
existing ones that do not meet our standard,
weare creating a process to screen or select
our office suppliers based on our Green
Building Checklist. We are also in the process
of formalising our green building policy.
Our travel policy is being updated in 2023
given the expansion of our global footprint with
ongoing integration of recent combinations
both for commuting and necessary travel
related to client work.
There is increased focus on our position in the
value chain as a supplier and for our suppliers
and our procurement practices. We are
currently in the midst of shaping our overall
Sustainable Procurement Policy which includes
guidelines for ensuring supplier diversity and
sustainable purchasing. In the US and UK we
report on our supplier diversity when requested
by clients. Additionally, we serve clients by
continuing to register with EcoVadis globally,
under S
4
Capital plc.
Zero Impact Workspaces continued
ESG reports
54 S
4
Capital plc Annual Report and Accounts 2022

SDGs
Sustainable Work
Sustainable impact through our work
1. Facilitate greener productions by reducing
emissions of our digital productions,
designing emission-reducing best practices
and technologies, and offering clients
sustainable solutions.
2. Invest in the future of Sustainable Work, and
the future of our planet, through innovation
and R&D.
3. Maximise Purpose-driven impact by
empowering Purpose-driven clients,
promoting For Good projects (with both
environmental and social impact), fostering
community involvement and outreach
through donations and volunteer work,
andpromoting inclusive marketing.
Our performance in 2022
2022 2021 2020
% change
2021-2022
Total number of projects 10,061 14,331 7,800 -30%
Total registered For Good
projects
445 251 41 77%
Net revenue from
ForGoodprojects
% net revenue from For Good
projects/total revenue
£43,448,053
4.45%
£23,610,000
4.21%
–
–
84%
5%
Purpose-driven clients 75 69 – 9%
For Good projects for
Purpose-driven clients
274 159 – 72%
Net revenue from
Purpose-driven clients
% net revenue from
Purpose-driven clients/total
revenue
£31,917,969
3.27%
£13,950,000
2.49%
–
–
129%
31%
% of revenue from projects for
alcohol and tobacco clients
(tobacco clients: 0)
1.94% of
revenue
0.93% of
revenue
– 109%
Monetary donations to
community andcharity
services
£51,503
0.01% of
revenue
£87,091
0.02% of
revenue
£356,568
0.12% of
revenue
-50%
Hours donated to community
andcharityservices
4,090 1,460 – 180%
Innovation 0.1% of
revenue
invested in
innovation
0.07% of
revenue
invested in
innovation
1.23% of
revenue
invested in
innovation
43%
In our mission to reach net zero, we need to identifywhat
impact we’re having in our daily work and how to improve
ourmethods and outcomes. Our aim is to:
55
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Capital plc Annual Report and Accounts 2022

Working for good
The total For Good projects, which include
work for both our commercial clients and our
Purpose-driven clients grew by 77% year-on-
year. We delivered 445 For Good projects in
2022, 274 of them for Purpose-driven clients.
We leaned into supporting our people in giving
time to charities and the community, affording
them time during business hours for their work.
As a result, hours donated by our people to
community and charity services increased by
180% year-on-year. See page 64 for examples
of community outreach and impact.
Our performance:
• 455 For Good projects; 4.45% per total
revenue; 77% increase of For Good
projects YoY
• £51,503 donated by Media.Monks;
0.01% of total revenue; 4,090 hours
ofvolunteering work
Reducing our footprint
In our industry, Research and Development
(R&D) plays a massive role in driving innovation
by advancing the use of digital production
technology and processes: creating more
efficient and sustainable outcomes by reducing
energy use and emissions, optimising resource
use and reducing waste. R&D is also leading
into more efficient digital practices, e.g.
new systems to make better use of assets.
Our innovators and subject matter experts
continue to bring new ideas and perspectives,
allowing us to develop and deploy processes
that reduce the environmental impact of our
operations while increasing efficiency and
profitability. In 2022, investment in Innovation
grew 43% to 0.1% of revenue.
We use our Labs.Monks Sustainable Production
report as a guidepost in our work, and every
department plays a role in the sustainability
of the products we create. Many of our web
development projects use frameworks,
essentially libraries of prewritten code that can
be reused to optimise tasks, cutting down on
development time and, naturally, the energy
and emissions expended on any given project.
We continued our partnership with AdGreen
in 2022, and became more knowledgeable
on where we can make the biggest reduction
impact. We started other collaborations with
organisations like the Green Leaf Foundation,
while our Labs.Monks continue to work on new
tools, processes and solutions for internal and
external use.
We have successfully started to take
sustainable measures in our productions like
waste management, eco-manager on set,
recyclable cutlery and napkins, reduction of
international travel, and using video-links and
bundling productions to create efficiencies.
There are still improvements needed to tackle
travel and transport and on-site energy waste.
Inclusive marketing
In 2022, we worked to embed inclusive
marketing concepts into our creative and
strategy processes and more than 150 creatives
took part in ongoing internal training.
We helped a number of our global technology
clients become more inclusive brands via
internal brand strategies and training tools, and
we are piloting an automated DE&I impact tool
for our clients.
Empowering Purpose-driven clients
The number of start-ups and social enterprises
that address people and planet challenges
using sustainable development business
models is growing, and we would like to use our
capabilities to amplify their purpose. We partner
with Purpose-driven clients to promote content
in empowering climate action, breaking social
norms and gaining social justice.
Our performance:
• 75 Purpose-driven clients
• 274 Purpose-driven projects
• 129% growth in net revenue from
Purpose-driven clients YOY
What’s next
One of our biggest ambitions will be to look
at reducing travel and on-site waste. We will
continue to push our in-house studio solutions,
our New Delhi Unreal Studio integrated
production proposition, and offer video-links
on location shoots. Evolving our film/post
production initiative in the Netherlands, we are
considering offering carbon offset as a default
mode for clients globally.
We will continue to follow or partner with
industry solutions that aim to reduce or
measure the impact of our clients’ campaigns.
Our innovation teams are working on tooling
to measure emissions of digital products and
asset creation; our data team is continuously
seeking solutions to create higher transparency
and measurability.
We are working across capabilities to design
more efficient and sustainable workflows that
empower our people and clients with AI.
Sustainable Work continued
ESG reports
56 S
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Capital plc Annual Report and Accounts 2022

Diversity, Equity and Inclusion
Creating an inclusive culture
We have made strides in our commitment
to foster an environment of diversity, equity,
inclusion and belonging by focusing on the
following areas: gender equality and gender pay
gap equality; ongoing learning opportunities via
our internal content channel, the Shift; training
and opportunities to accelerate women into
leadership and management positions; and
training of our people on DE&I foundations
as well as anti-bias, ally-ship and cultural
sensitivity; to name a few.
Our Global Code of Conduct sets out the
standards and principles for every one of us,
whatever our role is in the Group. We also
set out to establish global norms and policies
for our people in their daily work lives at
Media.Monks by launching our first Global
Employee Handbook.
In a year of global and social conflict, we renewed our
commitment to supporting our people around the world
fulfilling the promise of being a people-first organisation.
We conducted employee engagement
surveys in various locations around the world
to gain insights into our people’s day-to-day
experience at Media.Monks. Surveys gauge
sentiment around management and leadership
effectiveness, inclusion and belonging,
wellbeing, development and work alignment.
Gender balance of workforce
Our workforce and activities in 2022
Our Media.Monks
people Total 2022
Women
2022
Men
2022
Undeclared
2022 Total 2021
Women
2021
Men
2021
Undeclared
2021
Employees 8,308
people
47.6% 49.0% 3.5% 5,874
people
43% 44% 13%
Part time 2% 3%
Full time 97% 97%
Permanent
contract 99% 9%
Temporary
contract 1% 2%
Turnover rate 29% 42.4% 48.4% 9.2% 21% 48% 42% 10%
Percentage of
turnover per total
FTEs by gender
category – 25.9% 28.7% 77.0% – 23.6% 19.9% 16.6%
Covered by
collective bargain
agreement 28% 15%
Absenteeism
1
1.6% 0.5%
Note:
1. This data is only for the Netherlands.
Men 49.0%
Women 47.6%
Undeclared 3.4%
SDGs
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Diversity, Equity and Inclusion continued
The table on previous page and graph above
shows our diversity numbers and additional
workforce data for the whole Group in scope.
Overall, gender continues to be relatively
balanced across the Group but we continue
tofocus on facilitating better balance between
genders in executive and management roles.
We do see a positive trend in other positions.
We continue to monitor the progress in other
categories and invest in programmes such as
the S
4
Women in Leadership Program and our
diverse slate approach to talent discovery to
facilitate greater people parity.
We measured our diversity data for the first
time based on voluntary self-identification
in 2021. This means that our people had the
freedom to indicate their gender or not. In 2021,
13% of our workforce did not self-identify.
In 2022, we offered more options for
self-identification, and, in coming years,
ensuring our databases offer robust and
comprehensive options will be a focus to
ensure we are gathering the most accurate
representation of our people.
Since many countries, e.g. those in the EU,
restrict companies from reporting a person’s
ethnic origin we separated the information of
our US Monks and Monks located elsewhere,
reporting numbers in the US as allowed by
law. The diversity of our US workforce is
demonstrated in the figures on page 59.
We areworking on various initiatives that
support a better influx of a diverse group
oftalented young people.
“ We are building a new era, and to us, that means equity
in every form, building empathy as a muscle, and ensuring
the planet and humanity of today is a better one tomorrow.
We measure by metrics but more so by impact. DE&I is not
a people function exclusively for us; DE&I performance is
required from our Board members to our new hires”
James Nicholas Kinney
Global Chief People Officer
Gender balance of workforce by role
80%
70%
50%
0%
10%
20%
30%
40%
60%
Undeclared
Men
Women
Executive Management Other Positions
ESG reports
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70%
0%
10%
20%
30%
40%
60%
50%
White
Not declared
Two or more races
Native Hawaiian
or other
Pacific Islander
I do not wish to answer
Hispanic or Latine
Black or
African American
Asian
American Indian
or Alaska native
Executive Management Other Positions Turnover
Our performance:
Our BIPOC (Black, Indigenous and People of
Colour) population grew 5.2% year over year
which includes a 45% increase in our Black
population, 24% growth in Hispanic or Latine
populations and a 27% increase in those
reporting two or more ethnicities.
Figures provided include the number of
individuals who did not wish to answer.
Individuals are given this option, and may
take it for a number of reasons including an
individual who may not feel the boxes offered
apply to their composition, and therefore an
alternative is provided. We always include the
population of people who have elected to not
disclose in order to reflect accurate headcount,
and provide an accurate picture of our current
composition. Through internal efforts to uplevel
systems, those who did not wish to disclose
decreased by 38%.
US: Overall ethnicity data 2022 %
Asian 14.5%
Black or African American 5.8%
Hispanic or Latine 10.3%
I do not wish to answer 10.1%
Native Hawaiian or other Pacific Islander 0.5%
Two or more races 6.0%
White 52.7%
AlaskaNative 0.1%
Number of
BIPOC employees
Total employees BIPOC (%)
20212022
799 2,153 37.11
1,915
31.96
612
BIPOC as % of US employees
BIPOC as % of US employees by role
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Diversity, Equity and Inclusion continued
Talent Discovery
In 2022 we relaunched our recruiting
department as Talent Discovery. ‘Discovery’
– rather than ‘acquisition’ – reflects our more
inclusive mindset for seeking talent.
Today our method of hiring, the Diverse Slate
Approach, requires a 50% diverse candidate
slate for any role in order to proceed to the
interview process. Further, there is more
attention paid to the channels we use to
discover talent as we seek ways to write our
job descriptions in a language that appeals
todiverse groups.
To further close the representation gap,
we offer special talent discovery and
training programmes for underserved and
underrepresented groups. The S
4
Capital
Fellowship Program (for graduates of
historically black colleges and universities in
the US), S
4
Women in Leadership Program,
Brixton Finishing School collaboration (UK)
and WoMMen in Tech are just a few of the
programmes we offer.
Community Groups
Media.Monks has long supported Employee
Resource Groups (ERGs): voluntary, employee-
led groups that aim to foster a diverse and
inclusive workplace. In 2022 we introduced
these groups in all four regions of our global
operations under the new label of Community
Groups, for broader understanding of the
concept. Community Groups address the
topicsthat really matter to our people,
and theyare fully supported by executive
leadership. We have seven community groups,
four ofwhich were added in 2022:
Melanin.Monks
Increasing awareness of cultural differences
amongst black employees and the Group
community at large.
Pride.Monks
Fostering the values of empathy, safety,
community and pride.
Caregiver.Monks
Supporting and advocating for all caregivers
in order to foster professional and
personal growth.
Enable.Monks
Building a network of support and advocacy
while broadening the understanding of
neurodiversity and disability.
Cultura.Monks
Building and supporting an S
4
Capital/Media.
Monks network of familia.
WoMMen in Tech
Helping develop women, and allies of women,
both professionally and personally.
Green.Monks
Raising awareness and encouraging
action on environmental issues and
sustainable practices.
Building awareness
One way we seek to build awareness of each
other, our communities and our cultures is to
provide foundational training in DE&I principles
for our people. We conduct ongoing training
on unconscious bias, allyship and anti-racism
and numerous other topics related to inclusion
and belonging, both internally and through
outsourced organisations. We also promote
numerous activities and initiatives for our
managers and colleagues to discuss topics and
ask questions, such as DE&I office hours and
enrichment activities that foster awareness.
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A focus on wellbeing
We continue to be intentional about providing
comprehensive healthcare and wellbeing
benefits that address the holistic health of
ourpeople in every country.
We have instituted a global mental health
and wellbeing program that features regular
lectures and masterclasses on wellbeing that
can be easily accessed on our internal network
the Shift, including workshops on meditation,
mindfulness and yoga, as well as discussions
around mental health in the workplace.
Through our corporate LinkedIn Learning
offering, people can access a variety of
resources related to mental health and
wellbeing. Topics range from resilience,
cultivating balances, managing depression and
anxiety at work, and more. Understanding how
challenging it is to focus on work during these
turbulent times, we have made it a practice
to offer Safe Space Sessions for our people
moderated by mental health professionals,
toprovide tools to help manage crises.
“ Understanding how challenging it is to
focuson work during these turbulent times,
we have made it a practice to offer Safe Space
Sessions for ourpeople”
Wellbeing.Monks
Our London-based Wellbeing.Monks promote
aholistic approach to creating a welcoming and
supportive environment for all of our people.
With a reach that covers everything from
local iterations of DE&I initiatives to practical
tools for mental health and wellbeing to social
endeavours that foster togetherness, the team
inspires our people all over the world to pay
closer attention to caring for their mental health
and wellbeing.
What’s next
In early 2023, the People Experience team,
ourPX.Monks, launched a new philosophy
around motivation, feedback, training
and career development that will uncover
opportunities for all our people to realise their
growth potential.
Our Global DE&I team will be curating training
modules that amplify key DE&I topics to
empower better working relationships across
borders, cultures and identities.
In 2023, our Talent Discovery team will
be introducing Promotion to Vacancy, a
programme that aims to find opportunities
tofillopen leadership roles internally.
We will also be fully measuring performance
of relevant DIA initiatives through surveys
andfeedback.
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Committed to action,
Creatures United
For the launch of Creatures United
during #COP15 in Montreal – an
innovative campaign that tackles the
issue of biodiversity loss – we used
voice-to-face tech and Unreal Engine
to bring the brand’s protagonists to life.
Campaign assets that feature animated,
virtual animals helped Creatures United
spread their message far and wide and
continue to support all life on our planet.
Miele: Stories From
Our Only Home
Supporting Miele’s commitment to
sustainability, we created a short
film featuring three-star Michelin
chef Norbert Niederkofler. Set at his
mountain restaurant, Stories From Our
Only Home paints an inspiring portrait
of Niederkofler and his philosophies
around people, product and our planet.
We shot the film with the smallest
possible crew and footprint. The project
earned a European Green Leaf Award for
sustainable production.
ESG stories
Aid to Pakistan flood victims
In September 2022, Pakistan was hit with
devastating floods. Our Karachi office
reported severe shortages of food in
surrounding areas and understandable
concern. Everyone in Pakistan, including
our Monks, did what they could to support
those in need. As a company, we donated
over £14,000 to relief efforts, a sum
recommended by our team on the ground
who worked tirelessly to help support
their neighbours and communities.
Sanofi: Decoupled
When working with Sanofi for their
Decoupled production, we created a
sustainable and inclusive production,
using AdGreen reporting to measure CO
2
emissions for all productions.
ESG reports
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WarnerMedia Entertainment,
TBS/TNT MORE Campaign
When WarnerMedia’s TBS, TruTV and
TNT networks were looking to celebrate
the voices of their black talent, employees
and audiences, we delivered MORE.
A new, united platform for these three
networks that promised MORE in every
capacity for those who had previously
only known less. More content, more
authenticity, more untold stories, more
joy and more inspiration. Through a bold
OOH campaign, national broadcast spot
and a dedicated social platform across
Twitter and Instagram, that spotlight
continues to shine bright in a campaign
that won a 2022 Bronze Clio.
Raise.Monks
Our digital performance team in Brazil
considers the training of new digital
marketing professionals essential to our
business and the digital media industry
which has grown quickly and lacks
qualified professionals. Enter Raise.
Monks, a programme the team created to
train people with little or no background in
digital marketing (and no native English),
to work as skilled, paid media analysts
on international accounts, performing
services and partnerships in English.
All in just four short months.
Music Care: Improving healthcare
for Alzheimer’s patients
Media.Monks built Dutch Foundation
Music Care a progressive web app
that helps soothe elderly patients
experiencing Alzheimer’s. Using the
app, healthcare workers can select and
play a Spotify playlist with personalised
music based on the activity at hand – the
right music at the right time – to help
patients instantly shift from feeling fear
and depression to become more positive
and cooperative.
HP: Orchestra of Sustainability
We created an interactive art installation
that invites guests to experience the
connection between tech, people
and real-life nature. The installation
represents HP’s efforts around
reforestation, ocean-bound plastic
recycling and improving digital literacy.
Amazon – The Climate
PledgePlatform
In collaboration with The Climate Pledge
team, we created a rebranded platform
which rallies companies to commit to
net zero carbon emissions by 2040.
Our multidisciplinary, four-continent team
defined an ownable visual language, tone
of voice and seamless user interface.
The experience rooted in optimism
includes an immersive, WebGL-powered
timeline, dynamic storytelling and an
ever-changing industry leaderboard that
inspires prospective signatories to be the
planet’s turning point.
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Havaianas Pride Research
We teamed up with Havaianas,
Datafolha and All Out to create Brazil’s
biggest LGBTQIA+ survey, which aimed
to give visibility to a community that was
excluded from the country’s census.
Havaianas was keen to launch Pride
Research to survey Brazilians about
their gender, sexual orientation and
more. We handled strategy, concept and
creative execution of the idea, publishing
the results in an interactive report and
OOH campaign. With 9.3% of Brazilians
over 16 identifying as LGBTQIA+, Pride
Research represents a giant step in
gaining visibility for this community.
Monks Doing Good: Monks.Giving
For holiday season 2022, our team in
Hilversum piloted a giving programme
that will be used as a playbook for our
Media.Monks offices around the world,
Monks.Giving. The programme focused
on collecting toys for underserved kids,
hardware or blood donations, and our
people were given the option to give what
they wanted to give. Experts spoke to our
people to emphasise the purpose and
provide inspiration.
Community outreach and impact
2022 was a year fraught with global
crises that touched our people and
their communities – the war in Ukraine;
political unrest; inflation; natural disasters
that spanned flooding, wildfires and
earthquakes; mass shootings; police
brutality and the ongoing persistence
of covid-19, to name a few. In a show
of solidarity, our people took to their
communities to support the causes they
care about.
Through our DIA Community Outreach
and Impact pillar, we are focused on
working with causes and community
programmes that are meaningful to our
people, including: youth programmes,
local charities, local community
engagement activities and environmental
clean-ups. A few examples are
noted below.
OneOpp Coalition, a nonprofit launched
by Cashmere Agency which combined
with Media.Monks in 2021, strives to drive
positive social change for BIPOC and
underserved communities in the areas of
financial literacy, overcoming educational
inequality, overcoming environmental
racism and social justice reform.
In support of our people and others
displaced by the war in Ukraine, our
people donated in total over £10,000
in both cash and goods. Funds went
directly to: extraction efforts to transport
our people to safety in Poland, financial
support to those both in Ukraine and
Poland, and protective gear and medical
necessities. We also gathered in-kind
donations of: medical supplies, food,
clothing and shoes, children’s toys,
diapers and bedding, and general
bedding items.
ESG stories continued
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Non-financial information statement
The table below is intended to set out where stakeholders can find information on key areas in accordance with the
Non-Financial Reporting requirements contained in sections 414CA and 414CB ofthe Companies Act 2006.
Human rights
Respect for human rights is a fundamental principle for
S
4
Capital. We take seriously our responsibility to conduct
business in an ethical way. Media.Monks has been a
member of the United Nations Global Compact (UNGC)
since 2012. The UNGC is a strategic policy initiative for
businesses that are committed to aligning their operations
and strategies with 10 universally accepted principles,
including in the areas of human rights and employment.
Anti-slavery and human trafficking
S
4
Capital does not tolerate modern slavery. We are
committed to assess and address any modern slavery
risks that may arise in the course of our business. As part
of this commitment, we are implementing a Supplier Code
of Conduct and seeking to regularly educate our people
on the risks and how to mitigate them. This helps us
identify and manage slavery and human trafficking risk in
accordance with the principles and goals promoted by the
Modern Slavery Act 2015 and related guidance.
Anti-bribery
Media.Monks has zero tolerance for any form of bribery
or influence peddling. We aim to comply with the anti-
bribery and corruption laws of the countries where we
operate, as well as those that apply across borders.
We do not offer, pay or accept bribes or kickbacks for any
purpose, either directly or through a third party. We do not
make facilitation payments or permit others to make them
on our behalf.
Whistleblowing policy
Key values of Media.Monks are integrity and responsibility
– which link to our core principle of authenticity, integrity
and the highest ethical standards in our business dealings.
These apply in all our dealings within Media.Monks,
and when we work with clients, suppliers and in our
communities. Employees’ concerns are important to the
business and we encourage all of our employees to take
advantage of the Speak Up Policy.
Reporting requirement Policies References
Environmental
matters
Signed SBTi commitment letter; Yearly GHG emission disclosure;
TCFD statement
From page 37
Employee Global Code of Conduct; Anti Financial Crime Policy; Speak Up
Policy; Equal Opportunity Employment Statement; Health & Safety
Standards; Employee Empowerment; Acceptable Use Policy; Bring
Your Own Device Policy; Clear Desk Policy; Information Sensitivity
Policy; General Information Security Policy; Remote Working Policy
From page 57.
Speak Up Policy can
be found on S
4
Capital
and Media.Monks
websites
Human rights Modern Slavery and Human Trafficking Statement; Global Code of
Conduct; Anti Financial Crime Policy
S
4
Capital and
Media.Monks websites
Social matters Global Code of Conduct; Anti Financial Crime Policy
Share/Securities Dealing Code
S
4
Capital and
Media.Monks websites
Anti-corruption
and anti-bribery
Media.Monks has zero tolerance for any form of bribery or influence
peddling. We comply with the anti-bribery and corruption laws of the
countries where we operate, as well as those that apply across borders
This statement is
included in our Global
Code of Conduct
Description of
principal risks
andimpact of
business activity
We have established governance processes and policies to help
usmanage sustainability risks and opportunities consistently across
the organisation
This is included on our
TCFD Report, from
page 40
Description of the
business model
This is reflected in our business model Pages 4-5
Non-financial KPIs Performance KPIs align to our ESG strategy and include arange of
financial and non-financial metrics across three ESG pillars: Zero Impact
Workspaces; Sustainable Work; Diversity, Equity and Inclusion
Pages 16, 39, 51-59
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Section 172 statement
Addressing the needs
ofour stakeholders
Section 172 of the Companies Act 2006
requires the Directors to act in the way they
consider, in good faith, would most likely
promote the success of the Company for the
benefit of its members as a whole. In doing
so, Section 172 requires the Directors to have
regard, amongst other matters, to the:
• likely consequences of any decision in
thelong term;
• interests of the Company’s employees;
• need to foster the Company’s business
relationships with suppliers, clients
and others;
• impact of the Company’s operations on
thecommunity and environment;
• desirability of the Company maintaining a
reputation for high standards of business
conduct; and
• need to act fairly as between members of
the Company.
In discharging our Section 172 duties the
Directors have regard to the above factors and
any other factors which we consider relevant to
the decision being made. We acknowledge that
every decision we make will not always result
in a positive outcome for all our stakeholders.
However, by considering the Company’s
purpose, mission, values and strategic
objectives, and having a process in place for
decision making, we aim to ensure that our
decisions are considered and proportionate.
Further details on how the Board operates
and reflects stakeholder views in its decision
making are set out in the corporate governance
report on pages 71 to 120.
Engagement with stakeholders
Our stakeholders
Building strong, constructive relationships
and engaging regularly are key to ensuring we
understand what matters to our stakeholders.
Our broad range of stakeholders, representing
different and often competing interests,
bring informative and diverse perspectives
to our decision making. Incorporating those
perspectives into our decision making is a vital
part of the execution of our long-term strategy.
Our clients, our people and our shareowners
are our key stakeholder groups, along with
our communities and our suppliers (including
ourlenders).
The Board recognises that engagement with
the Company’s stakeholders is critical to
the success of the business in realising this
mission. The Directors continue to have regard
to the interest of our people and the Company’s
other stakeholders, including the impact of its
activities on the community, the environment
and the Company’s reputation when making
decisions. We recognise that promoting the
long-term sustainability and success of the
Company is intertwined with creating value for,
and engagement with, our stakeholders. It is
rightfully, therefore, at the core of our business.
Information provided by management is shared
with the Board and direct engagement with
stakeholders takes place throughout the
year. Stakeholder considerations are taken
into account as discussions at meetings of
the Board and its committees, as well as
informally in the day-to-day activities of the
business. On page 48 onwards we set out who
we consider to be our principal stakeholders,
including information on our methods of
engagement with them, and the impact of such
engagement on the Company’s decisions and
strategies. The Directors are fully aware of their
responsibilities to promote the success of the
Company in accordance with section 172 of the
Act. Our intention is to behave responsibly and
ensure that management operates the business
in a responsible manner, operating within the
high standards of business conduct and good
governance expected of us.
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What are
the key
interests of our
stakeholders?
Our clients
We facilitate the provision of
first-party data to fuel creative
content and digital media planning
and digital content, the design
and development of digital
creative content and provision of
programmes to allow our clients
to efficiently plan and deliver
audience-focused campaigns.
Our shareowners
Robust financial accounts,
sustainable, long-term growth
in the Company and its share
price, sound investment and
combination decisions and
effective communication
of strategy.
Our suppliers
A productive and fair working
relationship through collaboration,
innovation and shared values.
Our communities
and the environment
Creation of social value, supporting
sustainability initiatives and community
employment andeducation.
Our people
Creating a positive environment
in which our people can work,
physical and mental health
and wellbeing, investment in
personal development and
career progression, support for
flexible and agile working, equal
opportunities, inclusion and
diversity, promoting equal pay
and honest communications.
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Section 172 statement continued
Our clients
• Our mission for S
4
Capital is driven by
engagement with our clients and our mantra
of ‘Speed, Quality, Value, More’.
• We have combined best-in-class practices,
promoting alignment, an integrated service
offering and emphasising transparency
to clients.
How we engage
• We work alongside our clients on a day-
by-day, hour-by-hour basis, helping them
communicate with their audiences in a
continuous loop.
• We continuously evolve how we
communicate and deliver our services based
on client feedback.
• We co-locate or embed our people, which
not only facilitates clear communication,
collaboration and teamwork, but also leaves
a light environmental footprint.
• We continuously focus to implement (more)
sustainable solutions throughout our
processes and advise our clients on the next
best solution in our industry.
How the Board engages
• Our Executive Directors provide updates
to the Board regarding key market and
client updates.
• Our Board receives ‘whopper’ and
‘whoppertunity’ updates.
Outcomes
• We continue to build our existing and new
client base, with significant assignments from
some of the world’s top companies and at a
local level. Our retention and new business
rates are strong, often boosted by cross-
practice pitches and referrals.
Our people
• Our people are central to our business.
They play a significant role in the delivery
of our strategy and the future growth of
our business.
• We recognise the importance of attracting,
developing and retaining the best talent,
and the need to provide a safe and inclusive
environment where individuals can thrive.
How we engage
• Our unitary structure, with a single P&L, gives
our people a sense of common values, shared
goals and a collaborative spirit.
• We have an active internal communications
programme to keep our people engaged and
informed on Group strategy, progress and
development. This includes regular All-Hands
meetings and team briefings on matters
important to our global talent pool and a
weekly ‘State of our One Nation’ update from
the Executive Chairman.
• To assist with the wellbeing and health of
our people, our practices provide wellness
programmes and support for individuals,
all within a strong culture of mutual respect
and understanding.
• We conduct regular employee surveys
and use this feedback to improve our
performance and culture and make the
results part of our materiality analysis.
• Our culture is one of openness and
transparency, where everyone has a voice
and is free to raise questions and issues
of concern.
Our key stakeholders and how we engage with them
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How the Board engages
• Our Non-Executive Directors share
responsibility for employee engagement
andreport to the Board on their findings.
• The Board receives updates from our Global
Chief People Officer on communication
activities with our people.
• During 2022, our Audit and Risk Committee
Chair, Colin Day, undertook numerous office
visits, including engaging with finance
professionals globally.
• The Nomination and Remuneration
Committee reviews diversity initiatives
across the Group and senior leadership
succession plans.
Outcomes
• In early 2023, we launched PX.Monks,
focused on motivating, developing, training
opportunities for all our people.
• Our Community Groups are set up internally
by Monks to support and learn from one
another, and are actively promoted to
advance the understanding and inclusion
of Monks with common life experiences
including Melanin.Monks, Pride.Monks,
Caregiver.Monks and Green.Monks.
Community Groups address the topics that
really matter to our people, and they are
fully supported by executive leadership.
Further information is available on page 60.
• We continue to run our S
4
Fellowship
Program aimed at fostering the next
generation of talent by empowering
students from traditionally under-
represented communities.
Our shareowners
• We recognise the importance of providing
all of our shareowners with regular updates
on our operations, financial performance
and ESG activities. Engagement with
shareowners gives us a broad insight into
their priorities, which influences our own
decision making and our strategic direction.
The continued support of our shareowners,
especially during 2022, is something that we
value greatly.
How we engage
• We maintain regular contact with our
shareowners through a comprehensive
investor relations programme of conferences,
roadshows and meetings, predominantly
led by our Executive Chairman, Group Chief
Financial Officer and Chief Growth Officer.
• After each quarterly results announcement,
we have held extensive roadshows
with investors.
• All our investor presentations, reports
and earnings calls are available on the
S
4
Capital website.
How the Board engages
• Our AGM provides the opportunity for our
private shareowners to hear from and engage
directly with the Board.
• During 2022, the Chair of the Nomination and
Remuneration Committee engaged with our
shareowners during the development of the
Remuneration Policy and further engaged
following the 2022 AGM. More information
isavailable on page 94 onwards.
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Our communities
and the environment
• The Board recognises and supports the
continuing focus on ESG and sustainability,
especially on the environment and climate
change, and aims to operate in a sustainable
and responsible way while delivering value
for shareowners.
How we engage
• Our businesses and people are involved in
many projects at a local level: from student
outreach and teaching coding to young
people, to participating in drives to collect
food, toys and donations at holiday times.
• We contribute to society by actively
sharing our talents and digital expertise
and offering it to local social initiatives
andcharity projects.
• We have made £53,181.35 amount in
donations, including donation to the relief
efforts following the Pakistani Flood.
• In addition to making donations, we
also encourage and support employees
who undertake voluntary work in their
local communities.
How the Board engages
• The Board has oversight of our ESG strategy.
• ESG-related targets are included in the
Group’s annual performance targets, which
are linked to the annual bonus.
• Victor Knaap, an Executive Director,
champions our sustainability efforts.
More information on our sustainability and
ESG activities is available on pages 37-64
and in the Media.Monks annual ESG Report.
Outcomes
• During 2022, we faded out our fossil
fuel brands.
• During 2022 we analysed the baseline for
potential emission reduction of up to 42%
over the course of 10 years via the Science
Based Targets initiative.
• Our S
4
Forest mission is now its second year
and we have planted 503,033 trees.
Our suppliers
• We rely on suppliers to help deliver our
services to clients and maintain our
productivity, as well as helping to make our
supply chain as sustainable and diverse
as possible.
• Strong relationships with suppliers can bring
innovative approaches and solutions that
create shared value.
How we engage
• We ask our suppliers to commit to upholding
the principles of our Code of Conduct,
including fundamental standards on human
rights and modern slavery.
• We aim to have a fair and transparent
relationship with our suppliers and partners
through regular dialogue on performance
andESG matters.
• In 2022, we conducted a materiality survey
among our top 25 suppliers.
How the Board engages
• The Board approved our revised Global
Supplier Code of Conduct.
Outcomes
• Our top 20 suppliers publicly disclose
a CSR/ESG policy.
• We build and maintain collaborative,
long-term relationships with our suppliers.
Section 172 statement continued
ESG reports
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Governance Report
72 Corporate governance statement of compliance
74 Leadership: Board of Directors
78 Executive Chairman’s statement
80 The role of the Board
89 Audit and Risk Committee Report
94 Nomination and Remuneration
Committee Report
99 Remuneration Report
117 Directors’ Report
3
Our robust governance framework sets
the standards for our business, enabling
us to deliver on our objectives, strategy
and purpose.
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Corporate governance statement of compliance
During the year, the Board voluntarily adopted the UK Corporate
Governance Code (the Code) which was issued by the Financial
Reporting Council (FRC) in 2018.
Provision Further information Page
Board leadership and Company purpose
1 Strategic Report
Risks
Sustainability
Governance
11-70
24
37
71
2 Culture
Board activities
Workforce remuneration
82
82
114
3 Shareholder engagement 88
4 Significant votes against 95
5 Stakeholder engagement
Workforce engagement
87-88
87
6 Whistleblowing 93
7 Managing conflicts of interest 82
Division
of responsibilities
9 Division of responsibilities 84
10 Director independence 80
11 Board Composition 80
12 Senior Independent Director 84
13 Non-Executive Directors 84
14 Roles of the Board
Division of responsibilities
84
84
15 Director biographies
and external appointments
74
16 Company Secretary 84
Composition
, succession and evaluation
17 Nomination and Remuneration
Committee Report
94
18 Election and re-election
ofDirectors
85
19 Director biographies 74
20 Board member recruitment 94
21 and 22 Board evaluation 86
23 Nomination and Remuneration
Committee Report
94
Provision Further information Page
Audit, Risk and internal control
24 Audit and Risk Committee Report 89
25 Key responsibilities of the
Auditand Risk Committee
89
26 Audit and Risk Committee Report 89
27 Fair, balanced and
understandable assessment
92
28 Principal risk and uncertainties 25
29 Risk management and
internalcontrol
93
30 Going concern 92
31 Viability Statement 27
Remuneration
32 Remuneration Committee:
Composition and report
94
33 Remuneration Policy 99
34 Non-Executive Director
remuneration
108
35 Advice provided to the
Remuneration Committee
115
36 Shareholding requirements:
Remuneration Policy statement
109
37 and 38 Remuneration Policy 99
39 Executive Directors’ service
agreements and loss of office
entitlements
103
40 and 41 Report of the Remuneration
Committee
94
The Board confirms that, with effect from July 2022 and as at the date of this report, the Company has applied all of
the principles of the Code. However, we did not comply in full with Provisions 9, 36 and 37, as further described on
page 73. From 1 January 2023, we became compliant with Provision 38. This report, together with the reports from
the Audit and Risk Committee and Nomination and Remuneration Committee, and the other statutory disclosures,
provides details of how the Company has applied the provisions of the Code (pages 89 to 116).
The table below outlines how we have structured the governance section of this Annual Report and Accounts
around the Code.
Governance Report
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Provision Explanation
9. The chair should be independent on appointment
whenassessed against the circumstances set out in
Provision 10. The roles of chair and chief executive
shouldnot be exercised by the same individual. A chief
executive should not become chair of the same company.
If, exceptionally, this is proposed by the Board, major
shareholders should be consulted ahead of appointment.
The board should set out its reasons to all shareholders
atthe time of the appointment and also publish these on
the company website.
The Board recognises that Sir Martin Sorrell’s position
asExecutive Chairman, exercising the roles of both
Chairman and Chief Executive Officer, is a departure
fromthe Code. Sir Martin has been a leading figure in the
marketing and communications services industry for
over40 years and the Board continues to be of the view
that his expertise, knowledge and global network of
relationships are an unparalleled advantage to the Group,
the formulation and execution of its strategy and its
day-to-day operations. In light of this, the Board believes
that combining the roles of Chairman and Chief Executive
is in the best interests of the Company, its shareowners
and other stakeholders.
The Independent Non-Executive Directors have
concluded that the position remains appropriate.
Control enhancements
• Governance structure reviews – The Independent
Non-Executive Directors meet regularly in private
sessions, chaired by the Senior Independent Director.
The meeting includes consideration of the
appropriateness of the governance structure and
safeguards for shareowners.
• The Chairs of the Board Committees, all of whom
areIndependent Non-Executive Directors, dedicate
significant amount of time in the oversight of the functions
that report to each respective Commttee and have
in-depth relationships with relevant executives.
36. Remuneration schemes should promote long-term
shareholdings by executive directors that support
alignment with long-term shareholder interests. Share
awards granted for this purpose should be released for sale
on a phased basis and be subject to a total vesting and
holding period of five years or more. The Remuneration
Committee should develop a formal policy for post-
employment shareholding requirements encompassing
both unvested and vested shares.
The Board acknowledges that the grant of shares to the
Group Chief Financial Officer total a four-year period.
Theuse of an overall four-year performance period for
most of the award, structured as successive one-year
periods rather than the standard three-year period,
recognises that, as S
4
Capital continues to grow and
evolve, each one of the next four years is critical.
Thisapproach was also designed to be competitive
inthecontext of the international markets in which the
Company operates, where performance and vesting
periods can be shorter than the UK norm.
37. Remuneration schemes and policies should enable
the use of discretion to override formulaic outcomes.
They should also include provisions that would enable
thecompany to recover and/or withhold sums or share
awards and specify the circumstances in which it would
be appropriate to do so.
Whilst the Nomination and Remuneration Committee
cannot override the formulaic outcome of the Incentive
Share Scheme (A1/A2 shares), the Board believes that
thescheme is aligned with the wider shareowner
experience due to the long-term nature of the scheme.
Furthermore, the participants only receive benefits once
shareowners have experienced significant growth in the
value of their investment.
38. Only basic salary should be pensionable. The pension
contribution rates for executive directors, or payments in
lieu, should be aligned with those available to the workforce.
The pension consequences and associated costs of basic
salary increases and any other changes in pensionable
remuneration, or contribution rates, particularly for directors
close to retirement, should be carefully considered when
compared with workforce arrangements.
With effect from 1 January 2023 and in line with the
Remuneration Policy adopted at our 2022 Annual General
Meeting, the Directors’ pensions were aligned to the rate
applicable to the wider workforce (or to the legal
requirements in place in their county of appointment).
Further information is available on page 101.
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Leadership: Board of Directors
Mary Basterfield
Group Chief Financial Officer
Appointed: 9 January 2022
Nationality: British
Prior to S
4
Capital, Mary was Group Finance Director at
Just Eat PLC, where she led the Finance team through the
class 1 merger with Takeaway.com. Her experience spans
e-commerce, media, strategy and financial management
of businesses undergoing rapid growth and change.
Her previous roles include CFO at UKTV and CFO for
Hotels.com at Expedia Group Inc.
Current external appointments:
• None
Sir Martin Sorrell
Executive Chairman
Appointed: 28 September 2018
Nationality: British
Sir Martin was Founder and CEO of WPP for 33 years,
building it from a £1 million ‘shell’ company in 1985 into
the world’s largest advertising and marketing services
company. When Sir Martin left in April 2018, WPP had a
market capitalisation of over £16 billion and revenues of
over £15 billion.
Sir Martin supports a number of leading business schools
and universities, including his alma maters, Harvard
Business School and Cambridge University, and a number
of charities, including his family foundation. He has been
nominated as one of the TIME 100: The Most Influential
People and received the Harvard Business School Alumni
Achievement Award.
Current external appointments:
• None
Scott Spirit
Chief Growth Officer
Appointed: 18 July 2019
Nationality: British
Scott joined S
4
Capital from artificial intelligence company
Eureka, where he continues to serve as a board member
and adviser. Previously, Scott spent almost 15 years at
WPP in various roles in London, Shanghai and Singapore
and was ultimately the Global Chief Strategy and
Digital Officer.
In 2006 Scott moved to China and oversaw a period
of rapid growth and multiple acquisitions, responsible
for WPP´s corporate strategy and growth agenda.
Scott was also a director of Nairobi-listed WPP-Scangroup
PLC. Prior to WPP, Scott worked at Deloitte and
Associated Newspapers.
Current external appointments:
• Board Member, Eureka AI
Christopher S. Martin
Chief Operating Officer
Appointed: 24 December 2018
Nationality: American
As Co-Founder and former COO of MightyHive,
Christopher has built a career leading successful
operations teams and client services organisations in
technology industries. Christopher holds a Bachelor of
Science degree in Computer Engineering and MBA from
The Wharton School.
Prior to co-founding MightyHive, Christopher spent a
decade at Yahoo! in multiple leadership positions within
Mergers & Acquisitions, Post Merger Integration, Global
Controllership and the Advanced Ad Targeting Products
business unit.
Current external appointments:
• None
Committee membership:
AR
Audit and Risk Committee
NR
Nomination and Remuneration Committee
*
Denotes Chair of Committee
Governance Report
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Victor Knaap
Executive Director
Appointed: 4 December 2018
Nationality: Dutch
Victor joined Media.Monks in 2003 and led its
intercontinental expansion to the 1,100-person
powerhouse that merged with S
4
Capital in 2018.
Today, Victor is responsible for Media.Monks’ integrated
Content, Data&Digital Media and Technology Services
practices in EMEA and leads the development and
implementation of Media.Monks’ ESG strategy.
Current external appointments:
• None
Wesley ter Haar
Executive Director
Appointed: 4 December 2018
Nationality: Dutch
Wesley is Co-Founder of Media.Monks, and former Chief
Operating Officer of the legacy MediaMonks brand.
Wesley co-founded MediaMonks in 2001 to focus on
craft and creativity in digital, working tirelessly to grow
that company into a creative production powerhouse with
global reach and recognition that merged with S
4
Capital
in 2018.
Current external appointments:
• None
Elizabeth Buchanan
Non-Executive Director
Appointed: 12 July 2019
Nationality: Australian
Elizabeth is Chief Commercial Officer of Rokt, the leading
global ecommerce technology company.
A proven tech and business executive with passion
for transformation, Elizabeth has spent 25 years in
technology, marketing and advertising.
Current external appointments:
• Board member of NGO Vital Voices Global Partnership
• Chief Commercial Officer, Rokt
Colin Day
Independent Non-Executive Director
Appointed: 3 August 2022
Nationality: British
AR*
Colin brings decades of experience in both management
and governance roles including Non-Executive Chairman
of Premier Foods plc, Chief Executive of Essentra plc and
15 years of experience as Chief Financial Officer of both
Reckitt Benckiser plc and Aegis plc.
He has served as a Non-Executive Director on the boards
of major UK listed businesses including Amec Foster
Wheeler, WPP, Cadbury, Imperial Brands and easyJet.
Current external appointments:
• Chair of Premier Foods Plc
• Non-Executive Director and Chair of the Audit and Risk
Assurance Committee, DEFRA
• Non-Executive Director, Cranfield University
• Non-Executive Director, FM Global
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Leadership: Board of Directors continued
Margaret Ma Connolly
Independent Non-Executive Director
Appointed: 10 December 2019
Nationality: American and Chinese
Margaret is President and CEO of Asia, Informa Markets,
overseeing its businesses in mainland China, Japan, India,
Korea, Hong Kong and ASEAN, a portfolio of more than
250 brands, which include industry-leading exhibitions
and digital services across 13 countries. Margaret joined
UBM in 2008, before its combination with Informa in 2018.
In the last 12 years, she has spearheaded multiple
milestones in key market sectors and successfully grown
the business through organic development and strategic
partnerships. Prior to this, she held senior positions at TNT
and Global Sources, and is the co-founder of the leading
online expat community ShanghaiExpat.com. Margaret is
a member of the Common Purpose Dao Xiang advisory
board and received an MBA degree from Oxford Brookes
Business School.
Current external appointments:
• President & CEO of Asia, Informa Markets
Rupert Faure Walker
Senior Independent
Non-Executive Director
Appointed: 28 September 2018
Nationality: British
Rupert qualified as a Chartered Accountant with Peat
Marwick Mitchell in 1972. He joined Samuel Montagu
in 1977 to pursue a career in corporate finance. Over a
period of 34 years Rupert advised major corporate clients
on mergers, acquisitions, IPOs and capital raisings,
including advising WPP on its acquisitions of JWT, Ogilvy
& Mather and Cordiant, together with related funding.
He was appointed a director of Samuel Montagu in 1982
and was Head of Corporate Finance between 1993
and 1998.
He was a Managing Director of HSBC Investment Banking
until his retirement in 2011.
Current external appointments:
• None
Naoko Okumoto
Independent Non-Executive Director
Appointed: 10 December 2019
Nationality: Japanese
Naoko is the Managing Partner and Founder of Niremia
Collective, a wellbeing technology fund and leads the
investment strategy along with the global community
building. She is also the CEO of Amber Bridge Partners,
an advisory firm specializing in cross-border business
development, investment and operations.
Prior to founding Niremia Collective, she drove US
investment and collective impact community building for
Mistletoe, a social impact fund founded by Mr. Taizo Son,
and was an Executive Advisor at Z Corporation, a
blockchain focused fund created by Softbank/Yahoo
Japan. She was also a founding partner at World
Innovation Lab (WiL), a Silicon Valley/Tokyo based
venture capital. Naoko was the Vice President of Strategic
Partnership Management at Yahoo Inc. where she
managed Yahoo’s joint ventures and grew annual
revenues from $16m to $520m.
Current external appointments:
• Board member at CoinDesk Japan and EdCast
• Board advisor at Transformative Technology (NPO)
Daniel Pinto
Independent Non-Executive Director
Appointed: 24 December 2018
Nationality: French and British
Daniel Pinto is the Founder, Chairman and CEO of
Stanhope Capital, the global investment management and
advisory group overseeing approximately US$30 billion
of client assets. He has considerable experience in asset
management and merchant banking having advised
prominent families, entrepreneurs, corporations and
governments for over 25 years.
Formerly Senior Banker at UBS Warburg in London and
Paris concentrating on mergers and acquisitions, he was
a member of the firm’s Executive Committee in France.
He was also Chief Executive of a private equity fund
backed by CVC Capital Partners. Daniel founded the
New City Initiative, a think tank comprised of the leading
independent UK and European investment management
firms. He is the author of Capital Wars (Bloomsbury 2014),
a book which won the prestigious Prix Turgot (Prix du
Jury) and the HEC/Manpower Foundation prize.
Current external appointments:
• Director of Soparexo (Holding of Chateau Margaux)
• Director of the Independent Investment Management
Initiative (IIMI)
• Chairman and CEO of Stanhope Capital Group
Governance Report
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Board support
Sue Prevezer KC
Independent Non-Executive Director
Appointed: 14 November 2018
Nationality: British
AR NR
Sue is a qualified solicitor and barrister at Brick Court
Chambers, where she practices as an arbitrator and
mediator. She has over 30 years of experience of arguing
and managing large complex commercial cases at every
level of the UK judicial system and in arbitration.
From 2008-2020, Sue was Co-Managing Partner of law
firm Quinn Emanuel Urquhart & Sullivan (UK) LLP where
her clients included major corporates, funds, investors,
trustees, office holders and high net worth individuals,
for whom she managed complex, high value, domestic
and international litigation. Sue has particular expertise
in company, insolvency related, securitisation and
restructuring litigation.
Current external appointments:
• Chair of the Trustees of The Freud Museum
• Director at the Hampstead Theatre
• Non-Executive Director, BLOC Ventures Holding
Miles Young
Independent Non-Executive Director
Appointed: 1 July 2020
Nationality: British
Miles spent almost 35 years at Ogilvy, ultimately as its
global Chairman and CEO. He is currently the Warden of
New College at Oxford University.
Miles joined what was then the ‘advertising’ business from
Oxford in 1973, eventually moving to Ogilvy & Mather.
After a period in the Asia-Pacific region based in Hong
Kong, and working especially in China, he moved to New
York in 2008 as Chief Executive, then Chairman of Ogilvy
& Mather Worldwide. From then until 2016 Miles led a
period of strong client growth and creative success.
In 2016, Miles returned to his Alma Mater of New College
in Oxford, where he is Warden. He is President of the
Oxford Literary Festival and Chair of the Oxford Bach
Soloists, amongst other voluntary activities.
Miles is actively engaged in ESG efforts, maintaining
oversight of S
4
Capital’s ESG performance and
instrumental in the development of disruptive and
innovative ESG initiatives.
Current external appointments:
• Warden of New College, Oxford University
Paul Roy
Independent Non-Executive Director
Appointed: 28 September 2018
Nationality: British
AR NR*
Paul has over 40 years’ experience in the banking,
brokerage and asset management industries. In 2003,
he co-founded NewSmith Capital Partners LLP, an
independent investment management company, which
was acquired by Man Group in 2015.
Prior to that, he was Co-President of Global Markets
and Investment Banking at Merrill Lynch & Co and had
responsibility for worldwide Investment Banking, Debt
and Equity Markets. He was previously CEO of Smith
New Court Plc, a leading market making and brokerage
firm on the London Stock Exchange. Between 2007 and
2013, Paul served as Chairman of the British Horseracing
Authority, responsible for governance and regulation of
the sport.
Current external appointments:
• Non-Executive Chairman, BLOC Ventures Holding
• Director, U-Research Limited
• Director, Health Technologies Limited
Caroline Kowall
General Counsel, Head of Compliance
and Company Secretary
Caroline spent over a decade in-house gaining broad
and extensive experience at large, complex asset
managers. She joined S
4
Capital in June 2022 from the
Canada Pension Plan Investment Board (Toronto and
London) where she was a senior member of the legal and
compliance teams. Caroline was in private practice earlier
in her legal career at Ashurst and Milbank in the City of
London. She obtained her legal degrees and masters
in France and the UK and is qualified to practice law in
England and Wales and Ontario, Canada.
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Executive Chairman’s statement
“ We strongly believe that good
governance underpins sustainable
and successful businesses”
Sir Martin Sorrell
Executive Chairman
Dear fellow shareowners
I am pleased to present our Corporate
Governance Report for the year ended
31 December 2022, which sets out how the
Group’s governance framework supports and
promotes its long-term success, and provides
an overview of the Board and its Committees.
Update on 2021 audit issues
During the year, the Board continued to work
together to resolve the issues which arose
from the 2021 audit. Since my last letter to
shareowners, under the leadership of our Group
Chief Financial Officer and Group Financial
Controller, we have continued to strengthen
our Finance team, processes and controls, with
experienced hires, embedding ways of working
which will support our continued growth and
the increasing scale of the business. In addition,
we have strengthened our governance and
compliance by establishing our Secretariat and
Risk functions, led by our General Counsel and
Company Secretary. We appointed Deloitte to
provide an outsourced internal audit service,
further information on which is available on
page 91.
Governance framework
In my last letter, we undertook to voluntarily
comply with the UK Corporate Governance
Code (the Code) for year ended 2023 however,
we strongly believe that good governance
underpins sustainable and successful
businesses, and we are committed to upholding
the ethical standards to which our people and
our clients aspire and have thus chosen to
voluntarily adopt the Code with effect from July
2022. The Board spent significant time during
the year increasing the Group’s compliance
with the Code and I am pleased that during
the latter part of the year, we reached
compliance with the majority of the provisions.
More information on our application of the Code
is available on page 72.
During the year, we have focused on building
a robust and resilient governance framework
throughout the organisation including
updating our Committee Terms of Reference
and enhancements to our enterprise risk
management framework, internal controls
manual and finance manual and the launch of
our new and improved compliance policies and
anonymous speak up line.
By setting the tone for our culture, values
and behaviour, the Board includes the views
of all stakeholders in its decision making.
We remain focused on delivery of the long-term
sustainable success of the Group.
Purpose
During the year, we approved and launched our
North Star, which defines our collective mission
Governance Report
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Capital plc Annual Report and Accounts 2022

and mindset. Our refreshed purpose statement,
‘We shift industries forward by flexing and
re-shaping how businesses interact with the
world, NOW’ explains our raison d'être. We aim
to deliver this mission through our strategy
(seepages 10-28 for further information).
Thus far, I am pleased with results of our NOW
mission, which has been clearly articulated
across the Group and will form a strong
foundation for our people and clients.
Sustainability
I am pleased to report that much progress has
been made over the last year in relation to the
Group’s ESG efforts. Miles Young, is now our
Non-Executive ESG Engagement Director and
has started working closely with our Global
Head of ESG and Chief People Officer to
ensure that the Board continues to consider
ESG issues when formulating its business
strategy. More information on our ESG strategy
is available on pages 37-39.
Board changes
Since my last report, we have welcomed Colin
Day as an Independent Non-Executive Director
and Chair of the Audit and Risk Committee.
Colin brings a wealth of experience particularly
in relation to operational and financial
management, reporting, risk and leadership of
audit committees. Since joining, Colin has had
asignificant impact on the activities of the Audit
and Risk Committee and the Board.
Through our Nomination and Remuneration
Committee, we will continue to review the
succession arrangements and balance of
skills and experience across the Board.
Further information on succession planning
isavailable on page 94.
Diversity and inclusion
The Board believes that greater diversity within
our business is the key to better decision
making, and we strongly believe that building
a diverse and inclusive workforce will lead to
better outcomes for our people, clients, and
ourbusiness as a whole.
I am pleased to report that the Board continues
to meet the recommendations set out in the
Parker Review and plans to work towards
achieving the more recently announced
gender diversity targets by the FTSE Women
Leaders Review. More information on our Board
diversity is available on page 80.
Stakeholder engagement
The Board recognises the importance of
engaging with and considering the interests
ofour shareowners in promoting the Group’s
long-term success.
During the year, the Board increased its focus
on workforce engagement. With our Company’s
geographical spread, the Board is committed to
sharing the responsibility of engaging with our
people amongst all our Non-Executive Directors.
The Board believes that this approach is more
suitable to our organisation and provides the
Board with a broader perspective on employee
views, which are shared with the whole
Board. More information on our stakeholder
engagement is available on page 66.
Following the minority vote against the
Remuneration Policy resolution at the 2022
Annual General Meeting (AGM), the Board
invited major shareowners to re-engage and
share their views on our Remuneration Policy,
further information is available on page 114.
The Board and I encourage our shareowners
toshare their thoughts and views with us via our
Company Secretary cosec@s4capital.com.
Board effectiveness
This year we conducted our first externally
facilitated Board effectiveness review,
supported by Boardroom Dialogue.
The evaluation confirmed that the Board and
its Committees were considered to be effective
and identified a number of key priorities
and actions, which the Board welcomed.
Further detail on the evaluation and actions
agreed can be found on pages 85-86.
Conclusion
The Board and I remain committed to the
highest standards of governance and active
dialogue with all our shareowners. We will
hold a physical AGM in June 2023, with virtual
attendance for those shareowners who are not
able to attend in person.
I would like to thank our shareowners for their
loyalty and continued support, and I look
forward to seeing you at the AGM.
Sir Martin Sorrell
Executive Chairman
13 April 2023
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The role of the Board
Board and senior management diversity
The information included in the below tables has been collected by self-disclosure directly from the individuals
concerned, using a questionnaire requesting the individual to select their gender identity and ethnicity from a list
ofoptions of equal prominence.
Diversity by gender and ethnicity
Board
Male 67%
Female 33%
Board
White 80%
Minority Ethnic 20%
Senior management direct reports
Gender
Male 62%
Female 38%
Board independence balance
Independence
Independent
Directors
60%
Executive Directors 40%
Senior management
Male 81%
Female 19%
Senior management
White 62%
Minority Ethnic 38%
Ethnicity
White 67%
Minority Ethnic 33%
Governance Report
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Capital plc Annual Report and Accounts 2022

Board and Committee attendance
The following table shows the Directors’ attendance at scheduled meetings they were eligible
toattend for the year ended 31 December 2022:
Board and Committee meeting attendance
1
Board
Audit and Risk
Committee
Nomination and
Remuneration
Committee
Total meetings 4 8 6
Sir Martin Sorrell 4/4 – –
Rupert Faure Walker 4/4 8/8 6/6
Colin Day
2
1/4 3/3 –
Sue Prevezer 2/4
3
5/8
3
3/6
3
Paul Roy 4/4 8/8 6/6
Elizabeth Buchanan 3/4
3
– –
Pete Kim
4
2/4
Peter Rademaker
5
2/4
Scott Spirit 4/4 – –
Christopher S. Martin 4/4 – –
Wesley Ter Haar 4/4 – –
Victor Knaap 4/4 – –
Naoko Okumoto 3/4
3
– –
Margaret Ma Connolly 4/4 – –
Mary Basterfield 4/4 – –
Daniel Pinto 4/4 – –
Miles Young
6
2/4 – –
Notes:
1. There were four scheduled Board meetings.
2. Colin Day joined the Board on 2 August 2022.
3. Sue Prevezer, Elizabeth Buchanan and Naoko Okumoto were unable to attend some meetings
due to pre-existing arrangements.
4. Pete Kim retired from the Board on 16 June 2022.
5. Peter Rademaker retired from the Board on 16 June 2022.
6. Miles Young was unable to attend two Board meetings due to personal reasons.
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The role of the Board continued
Activities of the Board during the year
Board activities
Strategy 17%
Governance and
compliance
16%
Financial performance 39%
Practice reviews 28%
During the year, the key Board activities were:
Strategy
• Received updates on the North Star mission, which
redefined our purpose
• Approved the combinations with TheoremOne and
XXArtists, significantly strengthening our Content
andTechnology Services practice capabilities
• Received a detailed presentation on the People strategy
• Received an update on the Group’s ESG strategy
Governance and compliance
• Adopted the UK Corporate Governance Code
• Reviewed and approved the recommendations following
theBoard evaluation
• Reviewed the plan for future workforce engagements
• Reviewed and approved the Board role profiles, Committee
Terms of Reference and other key Group policies
• Received an update on the Group’s information security
andprivacy activities
Financial performance
• Reviewed the Group budget and three-year plan
• Received regular reports from the Group Chief
Financial Officer
• Considered and approved the Group Tax
Strategy statement
• Received updates on the activities of the Audit and
Risk Committee
Practice reviews
• Received updates on each practice (Content, Data&Digital
Media and Technology Services) performance
• Received reports from the Chief Operating Officer
Conflicts of interest
The Board operates a policy that restricts a
Director from voting on any matter in which
they might have a personal interest, unless
theBoard unanimously decides otherwise.
Prior to all major Board decisions, the Executive
Chairman requires the Directors to confirm
that they do not have a potential personal
conflict with the matter being discussed.
If aconflict does arise, the Director is
excludedfrom discussions.
Internal measures are in place to ensure
that any related party transaction involving
Directors, or their connected parties,
are conducted on an arm’s length basis.
Our Directors have a continuing duty to update
any changes to these conflicts.
Purpose, values and culture
The Board, supported by its Committees,
monitors the alignment of the Company’s
culture with its purpose, values and strategy.
The Company’s corporate culture is integral to
our success, we have fostered and cultivated
a culture of innovation and effectiveness and
this feeds into how we do business. Our culture
has been the platform that has aided in the
creation of the long-term value of the Company
and supports our strategy to deliver growth.
We are actively working on enhancing and
evolving our culture, to take into account the
integration of mergers and the global aspect
ofour community.
Key functions such as Legal, Finance and
People are empowered to promote, embed and
integrate good standards of ethical behaviours
and corporate governance across the Group.
This also involves the establishment and
review of underpinning policies and our Code
of Conduct, which set the expectations of how
theGroup should operate.
The Board monitors the cultural dynamics of
the Group through site visits, employee surveys
and the activities of our workforce engagement.
In addition, Miles Young is now the dedicated
Non-Executive Director overseeing culture.
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Governance framework
The Group’s governance framework consists of the Board of Directors and its Committees. Our Committees
have delegated authority to operate within specified Terms of Reference, which are available on our website
https://www.s4capital.com/investors. This framework enables the Company and its Directors to effectively discharge
theirduties and to comply with the UK Corporate Governance Code.
Board of Directors
The Board has responsibility for the overall leadership of the Group, setting the Group’s purpose, values and
strategy and satisfying itself that these align with its culture, taking into consideration the views of shareowners
and other key stakeholders, to promote the long-term sustainable success of the Group. It also has responsibility
for the Group’s performance and governance oversight, including evaluating and managing principal risks through
an effective internal controls environment.
Senior management
Responsible for defining strategic proposals, implementing the Group Strategy, and reviewing its success,
overseeing performance against the strategy and budget for each practice, promoting cultural development,
and establishing and monitoring ESG strategy for the Group. Monitors the implementation and progress of
risk mitigation.
Audit and Risk Committee
Ensures the governance and integrity of financial
reporting and disclosures and reviews the controls
in place. Oversees the internal audit function
and the relationship with the external auditors,
including monitoring independence. Also reviews
the effectiveness of internal controls in the Group.
Reviews and makes recommendations to the
Board on the Group’s risk appetite, risk principles
and policies so the risks are reasonable and
appropriate for the Group and can be managed and
controlled within the limits of the Group’s resources
and appetite.
For more information see page 89.
Nomination and Remuneration Committee
Responsible for reviewing the balance of skills,
knowledge, experience and diversity of the Board
and making recommendations for Board and
Committee appointments and monitoring succession
plans for the Board and senior management.
Responsible for determining the remuneration and
other benefits of Executive Directors. Reviews and
approves the Remuneration Policy, ensuring
that it is clear, simple, and aligned to culture.
Recommends and monitors overall remuneration for
senior management whilst considering employee
remuneration and alignment of incentives and
rewards with culture.
For more information see page 94.
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The role of the Board continued
Role of the Board
The Board is collectively responsible for
the effective oversight and the long-term
success of the Company. The Board delegates
some of its responsibilities to the Audit and
Risk Committee and the Nomination and
Remuneration Committee, through agreed
Terms of Reference which were approved
during the year and will be subject to annual
review. The responsibilities of each Committee
are described in the governance framework on
page 83, in the Committee reports on pages
89-98 and are available on our website.
The Board also receives regular updates on
the performance of the Group’s businesses,
operational matters and legal updates from the
Executive Chairman, the Executive Directors
and General Counsel and this provides
opportunities for Board members to provide
guidance and constructive challenge. All Board
members have full access to the Group’s
advisers for seeking professional advice at the
Company’s expense.
Division of responsibilities
The Board acknowledges that Sir Martin
Sorrell’s position as Chairman and Chief
Executive Officer is a departure from the Code.
The Independent Non-Executive Directors met
during the year to review the Board structure
including consideration of the ongoing
suitability of the combined role. Sir Martin has
been a leading figure in the marketing and
communication services industry for over 40
years and the Board continues to be of the
view that his expertise, knowledge and global
network of relationships are an unparalleled
advantage to the Group, the formulation and
execution of its strategy and its day-to-day
operations. In light of this, the Board believes
that combining the roles of Chairman and
Chief Executive continues to be in the best
interests of the Company, our shareowners
andother stakeholders.
Role Responsibility
Executive Chairman
Sir Martin Sorrell
Chairs the Board meetings, sets the Board
agendas and promotes effective relationships
between the Executive Directors and Non-
Executive Directors.
Senior Independent Director
Rupert Faure Walker
Provides a sounding board for the Executive
Chairman and is available to act as an
intermediary for other Directors when
necessary. Responsible for reviewing the
effectiveness of the Executive Chairman.
Non-Executive Directors Independent of management and assist
indeveloping and approving the strategy.
Provideindependent advice and constructive
challenge to management, bring relevant
experience and knowledge and serve on
theBoard Committees.
General Counsel, Head of Compliance and
Company Secretary
Caroline Kowall
Advises the Board on matters of corporate
governance and ensures that the correct
Boardprocedures are followed. All members
ofthe Board and Committees have access
tothe services and support of the
CompanySecretary.
Further information on our Board roles and responsibilities are available on our website
https://www.s4capital.com/investors.
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Directors’ performance
During the year, the Executive Chairman
held meetings with individual Directors at
which, among other things, their individual
performance was discussed. Informed by the
Executive Chairman’s continuing observation
of individual Directors during the year,
these discussions form part of the basis for
recommending the election and re-election of
Directors at the Company’s AGM, and include
consideration of the Director’s performance and
contribution to the Board and its Committees,
their time commitment and the Board’s
overall composition.
Executive Chairman’s performance
Rupert Faure Walker in his capacity as the
Senior Independent Director, led the annual
performance review of the Executive Chairman.
This involved meetings during the year with
the Independent Non-Executive Directors,
without the Executive Chairman being present.
The Senior Independent Director provided
feedback to the Executive Chairman.
Election and re-election of Directors
atthe 2023 AGM
Colin Day joined the Board on 2 August 2022
and will be seeking election at the AGM.
The Board has confirmed that each
Director continues to be effective and
demonstrates commitment to their role.
On the recommendation of the Nomination
and Remuneration Committee, the Board
will therefore be recommending that all other
serving Directors be re-elected by shareowners
at the 2023 AGM.
B Shareowner
As the founder of the Group, Sir Martin Sorrell
has been issued with a B Share which provides
him with enhanced rights.
As the owner of the B Share, Sir Martin has the
right to:
• appoint one Director of the Company from
time to time and remove or replace such
Director from time to time;
• ensure no executives within the Group are
appointed or removed without his consent;
• ensure no shareowner resolutions are
proposed (save as required by law) or passed
without his consent; and
• save as required by law, ensure no acquisition
or disposal by the Company or any of its
subsidiaries of an asset with a market or book
value in excess of £100,000 (or such higher
amount as Sir Martin may agree) may occur
without his consent.
The B Share will lose the B Share Rights if it
istransferred by Sir Martin and also:
(i) in any event after 14 years from
28 September 2018 (being the date on which
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).
In order to ensure that Sir Martin’s exercise
of the rights attaching to the B Shares do not
prejudice the Company’s ability to comply with
the Listing Rules, Sir Martin and the Company
have entered into a relationship agreement.
Pursuant to this relationship agreement,
SirMartin has undertaken to ensure that:
• transactions and arrangements with
SirMartin (and/or any of his associates) will
be conducted at arm’s length and on normal
commercial terms;
• neither Sir Martin nor any of his associates
will take any action that would have the effect
of preventing the Company from complying
with its obligations under the Listing Rules;
and
• neither Sir Martin nor any of his associates
will propose or procure the proposal of a
shareowner resolution, which is intended
orappears to be intended to circumvent the
proper application of the Listing Rules.
The Group has policies in place to ensure
thatthe rights attaching to the B Share are
notinfringed.
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The role of the Board continued
Board evaluation
During the year, we undertook our first
externally facilitated Board effectiveness
review. This was led by Sean O’Hare of
Boardroom Dialogue, who has no other
connection with the Company or with individual
Directors or executives.
The evaluation comprised of an observation of
the Board meetings and one-to-one interviews
with each of the Directors, the Company
Secretary and the external legal adviser.
In October, the Board discussed the outcomes
of the evaluation and the proposed actions to
enhance the effectiveness of the Board.
The evaluation’s conclusions
Boardroom Dialogue’s independent review
concluded that the Board and Committees
perform effectively, with positive feedback from
both within and outside the Board. The review
highlighted that the Executive Chairman
provides strong leadership to the Group.
The Board was considered to be appropriately
diverse, with a culture of trust between Board
members, which encourages open and honest
discussions and leads to constructive challenge
of senior management.
The review concluded that, whilst the Board
was operating effectively, there were further
improvements to be made and the following key
recommendations were agreed with the Board.
Topic Recommendation Progress/Plan of action
Meeting administration,
Board agenda and focus
To strengthen the meeting
administration process including
creating a matters arising list to
be reviewed at each meeting.
A more robust system of meeting
administration has now been put
in place, including matters arising
and minutes of each meeting
being shared in a timely manner.
Consider holding private
sessions, without management
present, for the Board and its
Committees during the year.
Meetings without management
present are now held after all
scheduled Board meetings and,
for each of the Committees,
meetings without management
present are at the discretion of
each Committee Chair.
Consider streamlining the
quarterly Board meeting papers.
All papers are reviewed by the
Group CFO and General Counsel
and the agenda clearly sets out
what input is required from
theBoard.
Board composition
and succession planning
The composition of the Board was
considered to be effective.
However, due consideration should
be given to the Board skills matrix
and the establishment of the timing
and process for the appointment of
new Board members.
The Nomination and
Remuneration Committee's
priorities for 2023 include
reviewing the balance of skills
and experience across the Board
and succession planning for the
Board and senior management.
Executive Chairman to hold
formal performance meetings
with each Director and Senior
Independent Director to provide
feedback to Executive Chairman.
The Executive Chairman held
performance meetings with
eachDirector and the Senior
Independent Director during
theyear.
The Independent Non-Executive
Directors held a meeting
without management present
to appraise the performance
of the Executive Chairman and
the Senior Independent Director
provided feedback to the
Executive Chairman.
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How we engage with our people
Our diverse and dedicated people underpin the success of our business. The Board uses a combination of both
informal and formal engagement channels as detailed below:
How we
engage
with our
people
Non-Executive Director engagement
All of our Non-Executive Directors
share the responsibility for workforce
engagement and have attended
Community Group sessions (described
below). Non-Executive Directors report to
the Board following any engagement with
the workforce.
Employee surveys
We conduct regular employee surveys
and use this feedback to improve our
performance and culture.
All-Hands
We host All-Hands sessions, divided into
departmental All-Hands and geographical
All-Hands sessions. These sessions
include a question and answer segment,
providing two-way communication and
further engagement.
Speak Up
Our Speak Up system allows for an
anonymous reporting line for our people
to raise any concerns, in addition to non-
anonymous ways through HR Managers
and the General Counsel. The Board,
through the Audit and Risk Committee
receive regular updates.
State of our One Nation
The Executive Chairman sends out a
weekly update to all our people to ensure
that they are kept informed of business
activities, key highlights and Group and/or
departmental milestones.
Community Groups
Championed by our Chief People Officer,
our Community Groups are voluntary,
employee-led groups that aim to foster
a diverse and inclusive workplace.
These include Melanin.Monks, WoMMen in
Tech and Enable.Monks.
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The role of the Board continued
How we engage with our shareowners
Our main engagement methods are listed below:
Annual Report
and Accounts
Our Annual Report and Accounts is available to all shareowners, and we
aim to make our Annual Report and Accounts as accessible as possible.
Shareowners can opt to receive a hard copy in the post, or PDF copies
via email or from our website. Shareowners can also contact our
Company Secretary to request acopy via cosec@s4capital.com.
Corporate
website
Our website is regularly updated and has a dedicated investor section
which includes all our Annual Report and Accounts, our results
presentations and contact details.
Annual General
Meeting
The AGM provides an opportunity for our shareowners to question the
Directors and the Chairs of each of the Board Committees. Information
on the 2023 AGM is on page 119.
Shareowners
consultation
When considering material changes to our Board, strategy or our
remuneration policies, we will always seek to engage with shareowners.
Senior
Independent
Director
Should shareowners have any concerns, which the normal channels of
communication to the Executive Chairman or Group CFO have failed to
resolve, or for which contact is inappropriate, then our Senior
Independent Director, Rupert Faure Walker, is available to address them.
Rupert can be contacted via the General Counsel and Company
Secretary (cosec@s4capital.com).
Investor
meetings
The Executive Chairman, together with the Group CFO and Chief Growth
Officer meet with the Company’s largest institutional shareowners to
hear their views and discuss any issues or concerns. During the year the
Executive Chairman, Group CFO and Chief Growth Officer held over 100
investor meetings, in person and virtually.
Following the announcement of our results, the Company’s largest
shareowners, together with financial analysts, are invited to a
presentation with a question and answer session by the Executive
Chairman, Group CFO and Chief Growth Officer. The webcasts are made
available to all shareowners via the website.
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Audit and Risk Committee Report
“ The Committee continued
to play a key role in assisting the
Board in its oversight responsibility
and monitoring the integrity of the
financial information”
Colin Day
Chair, Audit and Risk Committee
Letter from the Chair
Committee Membership
Colin Day: Chair
Sue Prevezer
Rupert Faure Walker
Paul Roy
Dear shareowners
I am pleased to present my first report as Chair
of the Audit and Risk Committee, for the year
ended 31 December 2022. I succeeded Rupert
Faure Walker as Chair of the Committee in
August 2022. I would like to thank Rupert for
his invaluable contribution to the Committee
over the last few years.
The Committee has been established by the
Board primarily for the purpose of overseeing
the accounting, financial reporting, internal
controls and risk management processes
and the audit of the financial statements
of the Group. The Committee’s role and
responsibilities are set out in the Committee’s
Terms of Reference which are available on our
website https://www.s4capital.com/investors.
Since joining, I have developed my knowledge
of the business to ensure that the Committee
could fulfil its responsibility of assisting the
Board’s oversight of the quality and integrity
of the Group’s external financial reporting
and accounting policies and practices and
ensure there was no compromise in this regard.
I have visited several of our largest operational
and accounting locations including London,
the Netherlands, US and Latin America.
During these visits, I spent a significant
amount of time assessing the internal controls
and processes, and establishing a rapport
with our key stakeholders in the Finance and
Compliance teams, as well as the internal and
external audit functions.
During the year, the Committee focused its
oversight on the development of the finance
function, evolution of processes and controls,
including addressing the issues identified
during the 2021 audit and establishing an
internal audit function. The Committee
continued to play a key role in assisting the
Board in its oversight responsibility and
monitoring the integrity of the financial
information for the benefit of our shareowners.
This has included challenging management on
the significant accounting judgements made in
our financial reporting, as well as reviewing the
analysis behind our viability statement.
Update on 2021 audit issues
Following the delay of the 2021 Preliminary
Results Announcement, significant changes
and investments were made in financial
reporting and control, internal audit,
governance, risk and compliance. In 2022,
several experienced finance professionals were
appointed within the Group and practice
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finance teams and there has been continued
focus on improving the control environment
particularly on processes and controls around
revenue recognition.
Significant issues considered by
theCommittee during the year
In discharging its duties by reviewing the
financial accounts of the Company and the
auditor’s report, the Committee considered and
discussed the following key financial matters:
• Revenue recognition: During the year, the
Committee reviewed the Group’s approach
to revenue recognition, particularly for
the Content segment. Due to the size and
complexity of contracts in the segment,
this required management’s judgement
and the Committee was satisfied with
the approach taken. The Committee also
reviewed the results of the work performed
by the auditors in this area and the steps
taken by management to facilitate a better
understanding of the reporting standards
across the Group.
• Taxation: During the year, the Committee
assessed the reasonableness of the Group’s
provisions for uncertain tax positions.
The Committee reviewed the appropriateness
of the disclosures in the Annual Report,
and the Board reviewed and approved the
Group’s tax strategy statement, which
is available on the Company’s website at
www.s4capital.com.
• Impairment review: During the year,
management undertook the annual
impairment review, which was performed
at the three cash generating units, being
the Content, Data&Digital Media and
Technology Services practices, and 4 Mile.
The Committee reviewed management’s
approach and recommendations and
concluded that management’s assessment
was appropriate.
Audit and Risk Committee activities
in2022
The main areas of the Committee activities
during 2022 financial year included:
Financial and narrative reporting
• The material areas in which significant/key
judgements were applied, based on reports
from both the Group’s management and the
external auditor.
• The information, and underlying assumptions
presented in support of the impairment, going
concern and viability assessment.
• The consistency and appropriateness of the
financial control and reporting environment.
Internal control and risk management
• The Group’s risk framework, including
establishing the corporate risk framework and
a robust review of the Company’s principal
and emerging risks and uncertainties.
• Enhancements to our internal controls,
including establishing the minimum control
standards for core financial controls, and
updating the internal control manual and the
finance manual.
• Received updates on the work on core
financial controls.
• Received updates on information security
and privacy risks.
Compliance, whistleblowing and fraud
• Reviewed reports arising from the Speak
Up line.
Internal audit
• Appointed and onboarded Deloitte LLP
asoutsourced internal auditors.
• Approved the internal audit charter and
annual plan.
• Reviewed key themes and findings from
theinternal audit reviews.
External auditor
• Reviewed the scope of, and findings
from, the external audit undertaken by
PricewaterhouseCoopers LLP (PwC) as the
external auditor.
• Assessment of the performance, continued
objectivity and independence of PwC.
• Reviewed the non-audit services policy
and processes.
Audit and Risk Committee Report continued
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Committee effectiveness
• Updated the Committee Terms of Reference,
which were approved by the Board.
Key focus for 2023
Alongside the regular cycle of matters that the
Committee schedules for consideration each
year, we are planning over the next 12 months
to focus on the following areas:
• appointing a Head of Internal Audit to
further enhance and strengthen our internal
controls environment;
• roll out of our compliance programme;
• further enhancement to our risk framework;
and
• successful induction of a new PwC audit
partner, in line with the audit partner
rotation requirements.
Financial Reporting Council (FRC)
During the year, the 2021 Annual Report
and Accounts were reviewed by the
FRC. They requested further information
regarding the accounting for acquisitions
including contingent consideration and
holdbacks, employment-linked contingent
consideration arrangements, and deferred
equity consideration. We provided additional
information and agreed to include additional
disclosures in our 2022 Annual Report and
Accounts. The FRC also requested information
relating to the Alternative Performance
Measures (APMs) disclosed in the Annual
Report and Accounts, and how these measures
reconciled to the statutory IFRS measures
and why management considered them useful
information regarding the Company’s financial
performance. We have provided additional APM
disclosures in our 2022 accounts, including
reconciling pro-forma measures to their IFRS
equivalent and explaining the reason for use
ofthe APM.
The FRC further requested clarification as to
why Sir Martin Sorrell was not considered the
ultimate controlling party of the Company,
and they were satisfied with the information
provided. No changes were required to the
accounting applied in the Annual Report and
Accounts 2021.
The FRC’s review was intended to consider
compliance with reporting requirements
and was conducted by staff who have an
understanding of the relevant legal and
accounting framework, however lacking
detailed knowledge of the Group’s business or
understanding of the underlying transactions
entered into. As such, the FRC’s review
provides no assurance that the Group’s reports
and accounts are correct in all material respects
and it should not be relied upon by the Group or
any third party.
Internal audit
The Committee is responsible for monitoring
and reviewing the operation and effectiveness
of the Group’s Internal Audit function, including
its independence, strategic focus, activities,
plans and resources. During the year, Deloitte
LLP (‘Deloitte’) were appointed as the Group’s
internal audit function with the aim to provide
independent assurance as to the adequacy and
effectiveness of the Group’s internal controls
and risk management systems.
Deloitte undertook a series of interviews across
the Group which formed the basis for the
internal audit plan. The Committee has received
regular reports from the internal auditors,
onthe audits that they completed.
The Committee is satisfied that the Internal
Audit function has the necessary integrity,
objectivity, and competency to fulfil its
mandate. It has also satisfied itself that
the Internal Audit function has adequate
standingand is free from management or
otherrestrictions.
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Audit and Risk Committee Report continued
External audit
The Committee has primary responsibility
for overseeing the relationship with, and
performance of, the external auditor, PwC.
This includes making recommendations
to the Board concerning the appointment,
reappointment and removal of the external
auditor, as well as assessing its independence
on an ongoing basis.
Mark Jordan was appointed as key audit
partner in January 2019, when PwC
was appointed as our external auditor.
Having served the maximum five years, Mark
Jordan will be handing over responsibilities to
anew audit partner, with effect from the close
of the 2022 audit.
During the year, the Committee reviewed the
external auditor’s performance, the Committee
concluded that the external auditor remains
independent, objective and effective in its
role and therefore should be re-appointed
for a further year. On the recommendation of
the Committee, the Board is putting forward
a resolution at this year’s AGM to re-appoint
PwCas external auditor for a further year.
The Committee’s policy is that the external
auditors should not undertake any work
outside the scope of their annual audit and
the review of the interim financial statements.
The Committee has discretion to grant
exceptions to this policy where it considers
that exceptional circumstances exist and that
independence can be maintained, whilst having
due regard to the FRC’s ethical standards for
auditors. The Committee’s approval is required
to instruct PwC to perform non-audit services.
Fees
The audit related fees for the year ended
31 December 2022 amounted to £4.2 million
(2021: £1.7 million). The non-audit fees
for the year ended 31 December 2022
amounted to £0.3 million (2021: 0.1 million).
Further information isavailable on page 163.
Fair, balanced and understandable
At the request of the Board, the Committee
considered whether, in its opinion, the
2022 Annual Report, taken as whole, is fair
balanced and understandable. In its review,
the Committee examined the preparation and
review process and considered the continuing
appropriateness of the accounting policies,
important financial reporting judgements
and the adequacy and appropriateness of
disclosures. Board and Committee members
received drafts of the Annual Report for their
review and input which provided an opportunity
to discuss the drafts with both management
and the external auditor, challenging the
disclosures where appropriate.
Following its review and the Committee’s
recommendation, the Board believes that the
2022 Annual Report and financial statements
is representative of the year and, taken as a
whole, is fair, balanced and understandable
and provides the information necessary for
shareowners to assess the Group’s position,
performance, business model and strategy.
Going concern and long-term viability
The Directors considered the going
concern position as detailed on page 139.
Having reviewed and challenged the downside
assumptions, forecasts and mitigation strategy
of management, the Directors believe that
the Group is adequately placed to manage
its business and financing risks successfully.
The Directors have a reasonable expectation
that the Group has adequate resources to
continue in operational existence for a period
longer than 12 months from the date of signing
the financial statements. Therefore, the
Directors continue to adopt the going concern
basis in preparing the financial statements.
The Directors, having considered the longer-
term viability assessment as detailed on
page 27, confirm that they have a reasonable
expectation that the Company will be able to
continue in operation and meet its liabilities
as they fall due and over the viability period
to 2025.
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Managing risks and internal controls
The Board has overall responsibility for
setting the Group’s risk appetite and ensuring
that there is an effective risk management
framework in place and has delegated the
responsibility for review of the risk management
methodology and effectiveness of internal
controls to the Audit and Risk Committee.
During the year, the Board undertook a robust
assessment of its principal and emerging risks
and uncertainties and internal control systems.
During the year, the Committee reviewed
the Group’s financial reporting process
controls, which are designed to mitigate the
risks of financial misstatement and includes
defined management review procedures to
ensure accurate reporting, in line with Group
accounting policies.
Speak Up
The Committee oversees the Group’s Speak
Up Policy and procedures. During the year, the
Board approved the revised Speak Up Policy
which was communicated to the workforce.
Concerns can be raised by employees with
managers, human resources or the General
Counsel or can be reported by anyone,
anonymously, if necessary, to a confidential
hotline. The Committee received regular
reports on matters raised.
Membership of the Committee
andattendance at meetings
The Committee is comprised solely of
independent Non-Executive Directors with
awide range of experience. As the Chairman
of the Committee, I am considered by the
Board to have recent and relevant financial
experience. My biographical details and
Committee members can be found on
pages 74-77. Meeting attendance of the
Committee members can be found on page
81. The Board is satisfied that the Committee
has the resources and expertise to fulfil its
responsibilities. By invitation, the Executive
Chairman, Group CFO, Group Financial
Controller, General Counsel and Company
Secretary, Deputy Company Secretary,
representatives from the internal audit (Deloitte)
and external auditors, (PwC) attend Committee
meetings. The Committee met eight times
during the year. To further facilitate open
dialogue and assurance, the Committee holds
private sessions with the auditors without
members of management being present.
Committee effectiveness
An evaluation of the effectiveness of the Board
and its Committees was undertaken during
the year, in line with the requirements of the
UK Corporate Governance Code. The results
confirm that the Committee is operating
effectively. The Committee considers that
during the year it continued to have access to
sufficient resources to enable it to carry out its
duties and has continued to perform effectively.
Further information on the Board effectiveness
review is available on pages 85-86.
As Chair of the Audit and Risk Committee,
Iam available to shareowners and stakeholders
should they wish to discuss any matters within
this report or under the Committee’s area
of responsibility whether at the AGM or by
writing to the General Counsel and Company
Secretary at cosec@s4capital.com.
Colin Day
Chair, Audit and Risk Committee
13 April 2023
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Nomination and Remuneration Committee Report
“ The Committee recognises
that having the right Directors
andsenior management in
placeisfundamental to our
long-term success”
Paul Roy
Chair, Nomination and Remuneration Committee
Nomination and Remuneration
Committee Report
Letter from the Chair
Committee Membership
Paul Roy: Chair
Susan Prevezer
Rupert Faure Walker
Dear shareowners
As Chair of the Nomination and Remuneration
Committee, I am pleased to present the
Committee’s report for the financial year
ended 31 December 2022. I have chaired
the Committee since it was established in
2018. The other members of the Committee
are Rupert Faure Walker and Sue Prevezer.
All three of us are considered by the Board
tobe independent Non-Executive Directors.
Board changes during the year
At the start of 2022, we welcomed Mary
Basterfield to the Board as the new Group
Chief Financial Officer. Mary’s predecessor,
Peter Rademaker, remained on the Board
for a period as a Non-Executive Director but
stepped down at the AGM in June. Pete Kim
also stepped down from the Board at the AGM
but remains with the Company. Colin Day joined
the Board in August as an Independent Non-
Executive Director and Chair of the Audit and
Risk Committee. We sought external assistance
from Odgers Berndtson, an independent
search firm with no other connection to
S
4
Capital or any of our Directors, to assist
in drawing up a list of suitable candidates.
Odgers Berndtson also assisted with the search
for our Group Chief Financial Officer in 2021.
We carefully considered various options before
recommending Colin’s appointment to the
Board. He brings extensive experience in both
executive and non-executive roles and since
joining the Board has added significant value
to the work of the Audit and Risk Committee
and the wider Board. In August, we announced
the appointment of Christopher S. Martin to the
new role of Chief Operating Officer.
Succession planning
The Committee recognises that having the
right Directors and senior management in
place is fundamental to the Company’s long-
term success and a key responsibility of the
Committee is to satisfy itself that a robust
and rigorous succession planning process
is in place, over both the medium term and
long term. The Independent Non-Executive
Directors and the Executive Chairman held
a meeting to discuss the future succession
arrangements for the Executive Chairman.
As part of its 2023 priorities, the Committee will
develop and review the Board’s skills matrix,
which will include structure and composition,
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skills and knowledge, independence, and
diversity including gender and ethnicity.
The Committee will focus on succession plans
for key Board and Committee positions and
increase its oversight over the succession
arrangements of senior management to ensure
a robust pipeline of future leaders.
Board diversity
The Committee considered the
recommendations set out in the FTSE Women
Leaders Review, which recommends at
least a 40% female representation of the
Board. During the year, and as at the date on
this report, we have achieved 33% female
representation on the Board. The Committee
is committed to improving the gender diversity
across the Board. During 2022, and as at the
date of this report, we met the requirement
to have at least one senior Board position,
being the Chair, Chief Executive Officer,
Chief Financial Officer or Senior Independent
Director position held by a woman, with Mary
Basterfield holding the position of Group Chief
Financial Officer.
In 2023, the Board formally approved and
published its Board Diversity Policy, which is
available on our website www.s4capital.com.
The Committee and the Board will continue
topromote this Policy and its implementation.
The Board’s Diversity policy supports the
recommendations set out in the Parker Review
on ethnic diversity, and the Hampton-Alexander
Review on gender diversity.
During 2022, and as at the date of this report,
the Board met the recommendation to have at
least one Director from an ethnic minority on
the Board. We currently have three Directors
who identify as ethnic minority.
Further details of the Company’s Diversity,
Equity and Inclusion (DE&I) policy and the
diversity of the workforce as a whole are set
out in the ESG section of the Strategic Report.
In addition, on page 80 we include details of the
gender and ethnic balance across the Board
and senior management.
Directors’ Remuneration Policy
The Committee is responsible for determining
the Directors’ Remuneration Policy, which
provides the overall framework for payments
to the Directors. No payment can be made
to a Director which is inconsistent with the
Policy. The Committee is also responsible for
implementing the Policy and its application
to specific Executive Directors. There are
formal and transparent procedures in respect
of the Committee’s work, based around a
regular cadence of Committee meetings and
additional support.
Shareowners approved a new Remuneration
Policy at the AGM in June 2022. As explained
last year, the new Policy is similar to that
previously in place, although we made a
number of minor amendments to ensure we
retained an appropriate level of flexibility
while bringing some Policy elements more into
line with market practice. We adopted good
practice features such as post-employment
shareholding requirements and ensured
alignment of Directors’ pension provision with
the wider workforce. The overall Policy has a
focus on relatively limited fixed remuneration,
a below-market annual bonus opportunity and
an emphasis on long-term share ownership.
Many of the Executive Directors are significant
shareowners and the Policy is designed
with this in mind. There are also significant
levels of share ownership among the wider
employee base.
Engagement with shareowners
following the AGM
We recognise that although the new Policy
was approved at the AGM, it did not receive
the support of all shareowners, with a 30%
vote against the resolution. We had conducted
an extensive consultation exercise with major
shareowners in early 2022, prior to finalising
the new Policy. Although some issues were
raised at that stage, the overall feedback
on the Committee’s approach during the
consultation was positive, and the AGM result
was therefore disappointing. Following the
vote, the Committee reviewed comments from
those shareowners which had voted against
the Policy and considered the views of the
proxy advisory bodies. A number of points were
raised, including in relation to the structure of
the Incentive Share scheme. This scheme, in
place since the Company was established in
2018, is not a conventional long-term incentive
plan and does not fully comply with all standard
governance features. However, it represents a
significant way in which reward for participants
is linked to the growth of the business and there
are no current plans to change it.
The Committee engaged with shareowners
in relation to the vote against the Policy at
the 2022 AGM by inviting them to re-engage
and share their views on the Policy, in order to
understand their views and reasons for voting
against the Policy.
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Nomination and Remuneration Committee Report
continued
Although this process did not raise additional
specific feedback, the Committee continued
to reflect on and consider shareowner views
on remuneration when implementing the Policy
throughout 2022 and into 2023.
The result of the AGM and the Update
Statement following the AGM can be found
on our website https://www.s4capital.com/
investors.
Executive remuneration in 2022
The overall structure of remuneration for the
Executive Directors in 2022 was consistent
with the Remuneration Policy approved at the
AGM and the implementation disclosures in
last year’s Directors’ Remuneration Report.
The only basic salary increase for the year was
for Sir Martin Sorrell, whose salary increased to
£250,000 to more fairly reflect his contribution
to the business (while remaining significantly
lower than salaries paid to CEOs of companies
of a similar size to S
4
Capital). Each Executive
Director participated in the annual bonus
scheme for the year, with payments based
on performance against both financial and
non-financial measures. For the financial
element we again focused on two performance
indicators, gross profit growth and EBITDA
margin, both of which are core indicators of
the success of the strategy of the business.
For the non-financial element, targets were
set based on the ongoing integration of the
various businesses within S
4
Capital (critical to
the success of our strategy of building a unitary
business model), DE&I and carbon emission
reductions. The targets are set out on page 14.
After the year end, the Committee reviewed
performance against the targets set. The gross
profit target was met but EBITDA margin was
below expectations; accordingly, participants
earned one half of the bonus subject to
financial measures. On the non-financial
conditions, there was partial achievement
of the DE&I and carbon emission targets.
The integration measure was scored at zero,
as although some improvements were made
during the year, the Committee felt that there
was insufficient overall progress in this area.
The total bonus outturn was 40% of the
maximum achievable.
In last year’s report I explained the equity
awards that had been agreed for Mary
Basterfield linked to her recruitment. As part
of these arrangements, in 2022 she was
granted an award over shares with a face value
of £500,000. This award was in two parts,
one a market-priced option and the other
an award of conditional shares. The award
was fully performance-based and linked to
the achievement of gross profit growth and
EBITDA margin targets for the 2022 financial
year. The exact targets are set out on page
107. The Committee has reviewed the extent to
which the targets were met and has concluded
that 50% of the award will be capable of
vesting. This reflects achievement of the gross
profit target but a failure of the EBITDA margin
target to be met. None of the shares to which
Mary is now entitled will vest until 2026, four
years after the initial grant, and this award is
therefore considered by the Committee to be a
genuine long-term incentive. Mary is gradually
building a holding in S
4
Capital shares and in
line with the Directors’ Remuneration Policy is
required to hold shares equivalent in value to
atleast 200% of her basic salary.
The Committee believes the Remuneration
Policy operated as intended during 2022.
Remuneration plans for 2023
For 2023, all elements of the Executive
Directors’ pay will continue to be in line with
theapproved Remuneration Policy.
As at the date of this report, the Committee
has not yet finalised a decision on any salary
increases to apply to the Executive Directors
for 2023. Any increases, if agreed, will be
effective no earlier than 1 April 2023 and,
among other things, will take into account
changes to Board roles and responsibilities as
well as salary increases for the wider workforce.
Full disclosure of any changes to Directors’
salaries will be provided in next year’s Directors’
Remuneration Report at the latest.
As disclosed last year, the pension provision for
certain Executive Directors has now reduced to
the contribution rate available to the majority of
UK employees. For Sir Martin Sorrell, this has
resulted in a reduction in his pension from 30%
of basic salary to 4% for 2023. All Executive
Directors’ pensions are now aligned with the
wider workforce or to the legal requirements
inplace in their country of appointment.
Under the annual bonus scheme, Executive
Directors will continue to have the opportunity
to earn up to 100% of basic salary as a bonus,
subject to the satisfaction of performance
conditions linked to strategically important
key financial and non-financial measures.
70% of the bonus will again be payable by
reference to performance measured against
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financial metrics, including net revenue growth
and EBITDA margin. For 2023, we have also
introduced a third financial measure, EBITDA
to cash conversion, reflecting the increased
internal focus on this metric. The remaining
30% of the bonus will be payable by reference
to key non-financial objectives, including ESG
performance, DE&I and measures linked to the
ongoing integration of the various businesses
within S
4
Capital.
A further share award will be made to Mary
Basterfield in line with the terms of her
appointment as summarised in last year’s
report. This award will again have a face
value of £500,000 and be granted as a mix of
market-priced options and conditional shares.
The award will be capable of vesting subject
tothe achievement of key financial targets
for the 2023 financial year. To the extent the
targets are satisfied, the award will vest in
2026, three years after grant.
The exact targets for the annual bonus scheme
and for Mary’s share award are currently
considered commercially confidential, but will
be disclosed in full in next year’s Directors’
Remuneration Report alongside a discussion
ofthe level of performance achieved.
The Committee is keeping under review the
matter of whether any share incentives should
be granted to other Executive Directors,
although at the time of writing no formal
decision has been made on this matter.
Any awards, if made, will be consistent with
theterms of the Directors’ Remuneration Policy
and full details will be provided in next year’s
Directors’ Remuneration Report at the latest.
The Board (excluding the Non-Executive
Directors) is responsible for determining Non-
Executive Director fees. No changes to Non-
Executive Director’s fee levels are proposed
for 2023.
UK Corporate Governance Code
The Committee has always taken an approach
to executive remuneration which is considered
to be consistent with the Code’s principles and
the vast majority of its provisions. As we have
now adopted formal reporting against the Code,
we are confident that our overall approach is
aligned to the Code and that we continue to
comply with the vast majority of the provisions
relating to Directors’ remuneration.
The overall Directors’ Remuneration Policy
and the way it is implemented is aligned
with the strategy of the business and the
promotion of long-term sustainable success.
A key component of the incentive schemes
is rewarding the achievement of challenging
targets based on financial measures which
include net revenue growth and EBITDA
margin, two of the key financial indicators
of the business which are closely tracked
internally and by S
4
Capital’s shareowners
and market analysts. This is supplemented
by a focus on non-financial measures which
are critical to the long-term value of the
business, such as ensuring that the Company
has an appropriately diverse workforce and
is managing its responsibilities to society.
In addition, the ultimate value of the Incentive
Share scheme to participants is closely
correlated with the long-term success of the
business since its foundation in 2018 and
incorporates an extended vesting period,
consistent with the expectations of the Code.
During 2022, the Committee further
expanded its oversight of wider workforce
remuneration. This has included consideration
of management’s ongoing work in harmonising
and integrating reward policies across the
various businesses within S
4
Capital, and
approving an approach to equity incentives
which ensures greater consistency for
rewarding key talent and offering appropriate
incentives to new joiners across the Company.
We have also begun a process of engaging
directly with the workforce on remuneration
matters. I met with a number of employees
from across the business in early 2023 to
explain the Committee’s approach to Directors’
remuneration and its alignment with the pay
approach for the wider workforce. This provided
some useful insight into pay practices across
the Company. The Committee will build on this
process when organising further employee
engagement sessions in future years.
The Committee has sought to ensure that
the Directors’ Remuneration Policy and its
implementation are consistent with the factors
set out in Provision 40 of the Code:
• Clarity: Remuneration arrangements for the
Executive Directors are set out transparently
in this report, allowing shareowners to
understand the nature of the specific
incentive schemes and payments under those
schemes. As noted above, during the year
we engaged with major shareowners on the
Remuneration Policy and also started
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a process of engagement with the wider
workforce on remuneration matters.
• Simplicity: The structure of the Remuneration
Policy for the Executive Directors is simple
and straightforward. At present, the only
incentive scheme in which all Executive
Directors participate is the annual bonus
scheme. The Incentive Share scheme
– whichapplies to two Directors only
(includingthe Executive Chairman) – has
avery simple structure.
• Risk: The Committee is aware that the
Incentive Share scheme may result in the
issue of shares to participants of a significant
value. However, such awards will be
consistent with the creation of shareowner
value since the foundation of S
4
Capital and
therefore very clearly tied to the performance
of the business. Any reputational risk
triggered by a perception of excessive
rewards which are divorced from the
underlying performance of the business
istherefore limited.
• Predictability: Rewards available to
Executive Directors under their fixed
remuneration arrangements and the annual
bonus scheme are limited in scope and
reasonably predictable in value (subject to
the satisfaction of the bonus performance
conditions). The equity incentives awarded to
the Group CFO will vary in value depending
on the achievement of the performance
conditions and the share price as at the date
of vesting. The ultimate value of the Incentive
Share scheme is hard to predict exactly, but it
will correlate with growth in shareowner value
since S
4
Capital’s inception.
• Proportionality: The annual bonus scheme,
the Incentive Share scheme and the equity
awards to the CFO tie individual reward
closely to the performance of the business.
The targets for the bonus scheme and the
CFO’s awards are linked to core financial
priorities and key non-financial objectives.
The Incentive Share scheme rewards
the generation of value for shareowners.
As such, payouts under these schemes will
be reflective of the success or otherwise of
the strategic direction which has been set for
the Group.
• Alignment to culture: S
4
Capital is continuing
to build a new age/new era, digital, data-
driven, unitary business. Our incentive
schemes for Directors and for employees
across the Group more widely are
increasingly aligned and are all designed
to ensure that performance is rewarded
which supports overall business goals and
is consistent with the purpose and culture
ofthe Group.
There are two areas where we do not fully
comply with the remuneration-related elements
of the Code:
• Provision 36: The CFO’s equity awards
agreed as part of her recruitment do not
have a total vesting and holding period
of five years or more. The full rationale
for the structure of these awards was set
out in last year’s Directors’ Remuneration
Report. The Committee believes they are
appropriate for S
4
Capital in the context of
the need to offer a competitive recruitment
package which is aligned to the interests
ofthe business.
• Provision 37: The Incentive Share scheme
does not include malus or clawback
provisions, and nor does the Committee
have the ability to override the formulaic
outcome of the scheme. This is due to the
long-term nature of the plan and the fact
that participants in the scheme can only
receive benefits once shareowners have
experienced significant growth in the value
of their investment. In line with the Code,
the other incentives in place for Directors
(the annual bonus scheme and the equity
incentives for the CFO) include malus and
clawback provisions and provisions which
give the Committee the ability to override the
formulaic outcome of the performance tests
if deemed appropriate. Similar arrangements
will apply to any new long-term incentive
offered to the Executive Directors in
the future.
Discretion
The Committee oversees the application of
discretion in accordance with the Remuneration
Policy. The Committee has not applied any
discretion in the year under review.
I remain open to shareowners should there be
any matters that they wish to raise directly.
Paul Roy
Chair, Nomination and
Remuneration Committee
13 April 2023
Nomination and Remuneration Committee Report
continued
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Remuneration Report
Summary of the Directors’ Remuneration Policy
The Directors’ Remuneration Policy was approved by shareowners at the AGM on 16 June 2022 and will continue
to apply until no later than the AGM in 2025. Payments to Directors and payments for loss of office can only be
made if they are consistent with the terms of the approved Remuneration Policy. The Committee will be required
to seek shareowner approval for an amendment to the Policy if it wishes to make a payment to a Director which is
not envisaged by the approved Policy. The Committee is not seeking to make any changes to the Policy at the AGM
in 2023.
A summary of the key features of the Policy is included below. The full Policy can be found on pages 71-80 of the 2021
Annual Report and is also available on the Group’s website at https://www.s4capital.com/investors. If there is any
discrepancy between the summary and the full Policy, the full Policy will prevail.
Policy table for Executive Directors
The table below sets out the core components of the remuneration package for Executive Directors and explains the
purpose of each element and how it furthers the strategy of the Group. The table also summarises the operation of
each element and its performance conditions (where relevant), the maximum reward opportunity and the relevant
performance metrics.
Element
Purpose and link
to strategy Operation Maximum opportunity
Performance
assessment
Base salary A fixed element
of the Executive
Directors’
remuneration,
intended to
provide a base
level of income.
Salary is reviewed annually
and otherwise by
exception. Takes into
account the role performed
by the individual and
information on the rates
ofpay for similar jobsin
companies of comparable
size and complexity.
Salaryistypically below
marketrates.
Annual increases will ordinarily
be in line with awards to other
people within the Group.
Consistent with other roles
within the Group, other specific
adjustments may be made to
take account of any changes to
individual circumstances, such
as an increase in scope and
responsibility, an individual’s
development and performance
in the role and any realignment
following changes in
marketlevels.
An individual’s
performance is one
of the considerations
in determining the
level of annual
increase in salary.
Benefits A fixed element
of the Executive
Directors’
remuneration,
intended to
attract, retain
and motivate
them, whilst
remaining
competitive.
Benefits such as
insurance, fully-expensed
transportation, private
medical insurance and life
assurance may be paid to
the Executive Directors in
line with market practice.
Benefits are set at a level
whichthe Nomination and
Remuneration Committee
considers to be commensurate
with the role and comparable
with those provided in
companies of a similar size
andcomplexity.
n/a
Pension A fixed and
standard
element of the
Executive
Directors’
remuneration
tosupport
retirement.
Takes into account the role
performed by the
individual, the level of
pension provided to the
wider workforce, and the
legal requirements in the
country of appointment.
Payment may be made into
a company pension
scheme, private pension
plans or paid cash in lieu.
Until 31 December 2022,
forincumbent Directors only,
maximum 30% of base salary.
For new appointments and
from 1 January 2023 for
incumbent Directors, the
maximum level of pension
contribution has been aligned
with the rate payable to the
majority of the workforce or the
legal requirements in their
country of appointment.
n/a
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Remuneration Report continued
Element
Purpose and link
to strategy Operation Maximum opportunity
Performance
assessment
Annual bonus
scheme
The annual
bonus scheme
is intended
toreward
Executive
Directors
fortheir
achievements
and the
performance
ofthe
Groupinthe
financialyear.
Following the end of each
financial period, the
Nomination and
Remuneration Committee
reviews actual
performance against the
objectives set under the
scheme and determines
awards accordingly.
Awards are normally paid
in cash but the Nomination
and Remuneration
Committee hasdiscretion
to determine ifaproportion
of the bonus shouldbe
invested in shares.
At the discretion of the
Committee, for certain
leavers, a pro-rata annual
bonus may become
payableatthe normal
payment date forthe
period ofemployment and
based onfull-year
performance.
Maximum 100% of
basicsalary.
The targets against
which annual
performance is
judged are
determined annually
by the Nomination
and Remuneration
Committee. Annual
performance is
assessed against a
combination of
financial, operational
strategic and
personal goals.
Malus and clawback
provisions apply to
payments under the
annual bonus
scheme. For more
details see page 106.
Incentive
Share
Scheme
The Incentive
Shares and
Options are
intended to
motivate the
Executive
Directors who
are invited to
subscribe for
them to
contribute
towards the
long-term
development
ofthe Group.
The Nomination and
Remuneration Committee
reviews the development
of the Group against the
terms ofthe scheme.
In aggregate, for all holders of
Incentive Shares and Options,
15% of the growth in value of
S
4
Capital 2 Limited, as
described on page 110.
A compound annual
growth rate of 6%
since the
foundational
investment into
S
4
Capital 2 Limited,
as described on
page110.
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100 S
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Element
Purpose and link
to strategy Operation Maximum opportunity
Performance
assessment
Employee
Share
Ownership
Plan
This is the
plan structure
under which
the equity
awards to the
CFO have
been granted.
Motivate and
incentivise
employees and
Executive
Directors to
contribute to
the long-term
development of
the Group.
As set out
below,
Executive
Directors may
become eligible
to participate in
other long-term
incentive
arrangements if
deemed
appropriate.
Awards over shares which,
for Executive Directors,
vest subject to the
satisfaction of
performance conditions.
The vesting period will be
up to four years.
Awards can be structured
as options (with or without
an exercise price) or
conditional share awards.
For Executive Directors,
200% of salary per annum.
In relation to awards
made to Executive
Directors,
performance
conditions will be
linked to key
strategic priorities or
other targets
identified at the time
of grant.
Malus and clawback
provisions apply to
these awards.
Share
ownership
guidelines
Requires the
Executive
Directors to
hold a minimum
level of shares
both during and
after the period
of their
employment.
Executive Directors are
encouraged to build up
and then subsequently
hold a minimum level of
shareholding as soon as
reasonably practicable
following appointment with
the expectation that this
will normally be within five
years ofappointment.
Executive Directors are
also required to maintain
aminimum level of
shareholding for a period
of two years following
thecessation of
theiremployment.
The minimum shareholding
which should be built up by an
Executive Director is a holding
equivalent in value to 200%
oftheir basic salary.
Executive Directors must also
maintain a shareholding for a
minimum period of two years
following the cessation of their
employment of the lower of (1)
the in-employment
shareholding requirement of
200% of salary and (2) the
individual’s actual shareholding
at the time of their departure.
n/a
Malus and clawback
The annual bonus scheme includes malus and clawback provisions which may be invoked by the Nomination and
Remuneration Committee at its discretion within the two-year period following the payment of any bonus in the
following circumstances:
• a material misstatement of the financial results of the Company;
• the identification of an error in the calculation of the grant or determination of a performance target;
• action or conduct which amounts to fraud or gross misconduct or other circumstances which would have warranted
summary dismissal;
• a material failure of risk management;
• circumstances which have a significant impact on the reputation of the Group; and/or
• the insolvency of the Group.
The equity incentives granted to the CFO under the Employee Share Ownership Plan are subject to similar malus and
clawback provisions. Furthermore, the Committee intends that similar provisions will be applied to any new long-term
incentive scheme put in place during the lifetime of the Remuneration Policy.
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Remuneration Report continued
Due to the long-term nature of the rewards offered by the Incentive Share scheme, which only allows the owners of
the Incentive Shares to receive benefits under the scheme once shareowners have experienced significant growth in
the value of their investment, there are no malus and clawback arrangements in respect of awards under this scheme.
Awards are, however, subject to leaver provisions intended to motivate holders to remain with the Group over the long
term (up to 14 years), subject to extension.
Nomination and Remuneration Committee discretion
The Nomination and Remuneration Committee will operate the incentive schemes in accordance with the relevant
scheme rules. Consistent with standard market practice, the Committee has certain discretions regarding the
operation and administration of these schemes, including as to:
• participants;
• timing of grants or awards;
• size of awards;
• determination of how far performance metrics have been met;
• treatment of leavers or arrangements on a change of control; and
• adjustments of targets and/or measures if required following a specific event (e.g. material acquisition or disposal).
Any use of these discretions would be explained in the annual report on remuneration for the relevant year.
In addition, and in accordance with good practice, the Committee has the discretion to adjust the formulaic outcome
ofthe annual bonus scheme and the equity awards granted to the CFO to reflect overall business performance over the
vesting period. A similar discretionary override would be put in place for any new long-term incentive arrangement put
in place during the lifetime of the Remuneration Policy.
Additional long-term incentive arrangements
Under this Remuneration Policy, the Committee has the flexibility to agree additional long-term incentive arrangements
for Executive Directors during the lifetime of the Policy. This reflects the fast-moving nature of the business
environment and the potential need to react quickly to changing circumstances without needing formal shareowner
approval for an amendment to the Policy. Any new scheme would be aligned to the Company’s medium and long-term
strategy and would include appropriate performance metrics linked to the financial performance of the Company
(unless the Committee determines that other targets are appropriate).
If any new long-term incentive plan is established, the limit on the size of individual awards would be a grant over shares
worth up to 200% of base salary each year if granted as performance shares (with flexibility to increase to 250% of
basic salary in exceptional circumstances). If other types of award are made, these would have a similar equivalent fair
value. Such awards would vest over a period of up to four years, subject to the satisfaction of performance targets as
noted above.
Recruitment
When hiring a new Executive Director, the Committee will use the Remuneration Policy as the initial basis for
formulating the individual’s package. To facilitate the hiring of candidates of the appropriate calibre to implement the
Group’s strategy, the Committee may include any other remuneration component or award not explicitly referred to in
this Remuneration Policy (or a higher award opportunity than that set out in the Remuneration Policy table) sufficient
to attract the right candidate. Any long-term incentive award granted to a new appointee would be up to a maximum
of250% of basic salary per annum.
Awards outside the normal policy would only be made (i) if they are considered a necessary part of an acquisition
which involves a new Director joining the Board and/or (ii) to buy out awards being foregone by the incoming Executive
Director, with the value of these buyout awards reflecting the value of the awards foregone. It is the Committee’s
intention that any buyout award would reflect the same delivery vehicle, performance and vesting horizon of the
awards foregone. Where the recruitment requires the individual to relocate, appropriate relocation costs may
be offered.
In determining the appropriate remuneration, the Committee will take into consideration all relevant factors, including
the quantum and nature of the remuneration, to ensure the arrangements are in the best interests of the Company
andits shareowners.
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Contracts of service
The Company’s policy is to offer contracts of employment that attract, motivate and retain skilled people who are
incentivised to deliver the Company’s strategy.
The Executive Directors have service agreements with the Company but are remunerated pursuant to agreements
concluded with other entities in the Group. A summary of the agreements pursuant to which the Executive Directors
are remunerated is set out below. With the exception of the initial three-year terms set out in the agreements for
Sir Martin Sorrell and Christopher S. Martin (see below), none of the contracts include a fixed term. The service
agreements are available for inspection at the Company’s registered office.
Director Date of appointment Date of contract
Notice period
(months)
Sir Martin Sorrell 28 September 2018
1
24 June 2018 12
2
Victor Knaap 4 December 2018 18 January 2021
3
12
4
Wesley ter Haar 4 December 2018 18 January 2021
3
12
4
Christopher S. Martin 24 December 2018 24 December 2018 At will
2
Scott Spirit 18 July 2019 2 July 2019 12
Mary Basterfield 3 January 2022
5
14 November 2021 12
Notes:
1. Sir Martin has acted as a Director of S
4
Capital 2 Limited since its foundation on 23 May 2018, which is the effective date of the start of his employment
pursuant to his service agreement.
2. After a three-year initial term.
3. New contracts with Victor Knaap and Wesley ter Haar were signed on this date, superseding the contracts dated 9 July 2018.
4. Notice period from Company. Notice period from Executive Director is 6 months based on Dutch legal requirement that it is half of period required
from Company.
5. Date of appointment as a Director. Joined the Company on 13 December 2021.
Policy on payments for loss of office
The service agreements for the Executive Directors allow for lawful termination of employment by making a payment
in lieu of notice, by making phased payments over any remaining unexpired period of notice, or, in relation to contracts
governed by Californian law, by paying 12 months’ base salary. There is no automatic or contractual right to annual
bonus payments. At the discretion of the Committee, for certain leavers, a pro rata annual bonus may become
payable at the normal payment date for the period of employment and based on full year performance. Should the
Committee decide to make a payment in such circumstances, the rationale would be fully disclosed in the annual
Remuneration Report.
The equity incentives awarded to the CFO under the Employee Share Ownership Plan include customary leaver
provisions. In certain specific ‘good leaver’ circumstances (death, illness or disability, the business for which the
individual works no longer being part of the Group, or any other reason determined by the Committee), the Committee
may determine that awards which have not vested at the date of cessation shall continue and be available for vesting
on the normal vesting date. The extent of vesting will depend upon the satisfaction of the relevant performance
conditions. The award will also be subject to a pro-rata reduction to reflect the number of completed days in the period
between the grant date and the date of cessation as a proportion of the total number of days in the vesting period.
The Committee has the discretion to disapply this time pro-rating if deemed appropriate. If the Committee deems
theindividual to be a ‘bad leaver’, then any unvested award will lapse immediately on the date of cessation.
In the event of a change of control or winding up of the Company, the Committee has the discretion to determine
thatthe performance conditions will continue to apply, and that the number of shares which vest will be subject to
pro-rating to reflect the number of completed days between the grant date and the date of the corporate event.
The Committee reserves the right to make additional liquidated damages payments outside the terms of the Directors’
service contracts where such payments are made in good faith in order to discharge an existing legal obligation,
orby way of damages for breach of such an obligation, or by way of settlement or compromise of any claim arising
inconnection with the termination of a Director’s office or employment.
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Remuneration Report continued
Statement of consideration of employment conditions elsewhere in the Group
The Group operates in fast-moving sectors across multiple jurisdictions and with employees who have joined the Group
following the acquisitions that have been made since S
4
Capital was established. Pay levels and structures for people
across the organisation are designed to be competitive and to reflect the dynamics in specific markets.
Consideration of shareowner views
The Committee considers it extremely important to maintain open and transparent communication with the Company’s
shareowners. The views of shareowners are received through various avenues, such as at the AGM, during meetings
with investors and through other contact during the year. These views are considered by the Committee and help to
inform the development of the overall Remuneration Policy.
In early 2022 the Chairman of the Committee wrote to major shareowners and the leading proxy voting agencies to
seek their feedback on the shape of the Policy and the proposed changes which were ultimately approved at the AGM
in June 2022. The comments received were considered by the Committee and taken into account when finalising the
Policy. As explained on page 114 the Committee also considered the views of shareowners following the outcome of
the AGM.
Policy table for the Non-Executive Directors
Element
Purpose and link
to strategy Operation Maximum opportunity
Performance
assessment
Fees To attract and
retain Non-
Executive
Directors with
adequate
experience and
knowledge.
The fees of the Non-Executive Directors
aredetermined by the Board based upon
comparable market levels and time
commitment. The Non-Executive Directors
do not participate in any performance-related
incentive arrangements, nor do they have
any entitlement to benefits or pension
contributions. Directors may be paid
additional amounts for services such as
acting as the Senior Independent Director
oras a Committee Chair.
The maximum fees
payable are subject to an
aggregate annual limit as
set out in the Articles of
Association which is
currently £500,000.
n/a
Fees
The Board (excluding the Non-Executive Directors) is responsible for determining the fees for the Non-Executive Directors.
Letters of appointment
The terms of appointment of the Non-Executive Directors are set out in their respective letters of appointment.
Appointment as a Non-Executive Director is subject to a three-month notice period. The Group has no obligation
tomake termination payments if a Non-Executive Director is not re-elected as a Director at an AGM.
The appointments of Rupert Faure Walker and Paul Roy are governed by their appointment letters with S
4
Limited, which remained in place following the completion of the Company’s acquisition of S
4
Capital 2 Limited on
28 September 2018.
Director Date of appointment Date of letter of appointment
Notice period
(months)
Rupert Faure Walker 28 September 2018 24 June 2018 3
Paul Roy 28 September 2018 24 June 2018 3
Sue Prevezer 14 November 2018 9 July 2018 3
Daniel Pinto 24 December 2018 9 July 2018 3
Elizabeth Buchanan 12 July 2019 11 June 2019 3
Naoko Okumoto 10 December 2019 9 December 2019 3
Margaret Ma Connolly 10 December 2019 6 December 2019 3
Miles Young 1 July 2020 30 June 2020 3
Colin Day 2 August 2022 2 August 2022 3
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Recruitment of new Non-Executive Directors
Any new Non-Executive Director appointed during the period covered by this Remuneration Policy will have their
remuneration set in line with the provisions of the Policy table above.
Annual Remuneration Report
The information provided in this Annual Remuneration Report is subject to audit where indicated. Details of the
Directors’ interests in the share capital of the Company are set out on page 109.
The remuneration of the Executive Directors for the year to 31 December 2022 is presented below with a comparison
for the year to 31 December 2021.
Executive Directors’ remuneration as a single figure (audited)
£000
Salary
All taxable
benefits
1
Annual
bonus
Incentive
shares Pension Other Total
Total fixed
Remuneration
Total variable
Remuneration
2022 2021 2022 2021 2022 2021 2022 2021 2022 2021 2022 2021 2022 2021 2022 2021 2022 2021
Sir Martin
Sorrell
250 100 84 73 100 – – – 75 30 – – 509 203 409 203 100 –
Victor
Knaap
2
180 181 15 15 74 – – – 7 7 – – 276 203 202 203 74 –
Wesley
ter Haar
2
180 181 15 15 74 – – – 7 7 – – 276 203 202 203 74 –
Peter
Rademaker
2, 3
20 253 – – – – – – 1 12 – – 21 265 21 265 – –
Pete Kim
4, 5
77 151 – 6 – – – – 2 5 – – 79 162 79 162 – –
Christopher
S. Martin
4
168 151 – 16 69 – – – 5 5 – – 242 172 173 172 69 –
Scott Spirit
6
319 292 21 19 133 – – – 32 29 – – 505 340 372 340 133 –
Mary
Basterfield
7
370 – – – 148 – – – 15 – 180 – 713 – 385 – 328 –
Total 1,564 1,309 136 144 598 – – – 144 95 180 – 2,621 1,548 1,843 1,548 778 –
Notes:
1. Taxable benefits include amounts relating to health insurance.
2. The remuneration of Victor Knaap, Wesley ter Haar and Peter Rademaker is converted into sterling from euros using the average exchange rate for the
year, consistent with the basis of the presentation of financial performance in the financial statements.
3. Peter Rademaker stepped down as an Executive Director on 3 January 2022. As disclosed in last year’s Directors’ Remuneration Report, he received
no payments for loss of office but remained employed by the Company until 31 January 2022, during which time he received his salary and other fixed
pay, as disclosed in the table above. He served on the Board as a Non-Executive Director until 16 June 2022.
4. The remuneration of Pete Kim and Christopher S. Martin is converted into sterling from US dollars using the average exchange rate for the year,
consistent with the basis of the presentation of financial performance in the financial statements.
5. Pete Kim stepped down as an Executive Director on 16 June 2022. He received no payment for loss of office and remains employed by the Group.
6. The remuneration of Scott Spirit is converted into sterling from Singaporean dollars using the average exchange rate for the year, consistent with the
basis of the presentation of financial performance in the financial statements.
7. Mary Basterfield was appointed to the Board on 3 January 2022. The amount disclosed under “Other” is the value at the end of the year of equity
awards granted during the year, for which performance was measured over the financial year ended 31 December 2022, and reflecting performance
achievement of 50%. £55,457 of the amount disclosed under “Other” is attributable to share price appreciation. None of the shares subject to this
award will vest until August 2026, being four years from the date of grant. Further details on this award and its value at the end of the year can be found
on page 107.
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Remuneration Report continued
Salary (audited)
The annual salaries for the Executive Directors for 2022 were as follows:
Sir Martin Sorrell £250,000
Victor Knaap €210,000
Wesley ter Haar €210,000
Christopher S. Martin $207,360
Scott Spirit SG$540,000
Mary Basterfield £370,000
Pension (audited)
For 2022, Sir Martin Sorrell was provided with a lump sum pension contribution equivalent to 30% of his annual base
salary, which was paid as a cash amount in lieu of pension. Scott Spirit received a pension contribution at a rate of 10%
of his annual base salary which was paid into the Company’s pension scheme. Mary Basterfield received a pension
contribution at a rate of 4% of basic salary, in line with the rate available to the wider UK workforce. Victor Knaap and
Wesley ter Haar received Dutch age-related pension contributions. Pension contributions were made to Pete Kim and
Christopher S. Martin via a US 401(k) plan.
Annual bonus scheme (audited)
The 2022 bonus scheme was based on the achievement of performance targets linked to the Group’s strategic
priorities. 70% of the bonus was payable by reference to performance against Group financial metrics, and the
remaining 30% was payable by reference to key non-financial objectives.
The specific financial metrics are set out in the table below.
Weighting
(% of total bonus) Targets Achievement
Gross profit (net revenue) 35% 25% growth on like-for-like basis vs FY21 25.9%
EBITDA margin 35% 20% as percentage of gross profit 13.9%
For the 30% of the bonus subject to non-financial objectives, targets were set based on the ongoing integration of the
various businesses within S
4
Capital, diversity and inclusion and carbon emission reductions, as summarised below.
Objective Targets
Weighting
(% of total bonus) Achievements Score
Integration • Unifying business processes to
improve efficiency and further
enhance the 'one S
4
Capital'
approach.
• Identifying and managing
execution of opportunities
to integrate the S
4
Group’s
physical presence.
• Working as an integrated
team to identify and execute
opportunities to grow the top line.
15% • Whilst some
improvements were
made toward the
integration goal,
the Committee
concluded that
the progress made
was not sufficient
hence the targets
were deemed as
not met.
0%
Diversity, Equity
and Inclusion
• Progress in achieving the Group’s
Black representation goal
of 13%.
• Progress in achieving the women
in leadership goal of 50%.
7.5% • Black
representation in
US has improved to
circa 6% in 2022.
• Women in
leadership
increased to circa
40% in 2022.
2.5%
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Objective Targets
Weighting
(% of total bonus) Achievements Score
Carbon emission
reductions (ESG)
• Set the Science-Based Emission
Targets for the next 10 years.
• As far as possible, to have
achieved the annual emission
reduction target for FY22.
7.5% • Letter of
commitment
submitted to SBTi.
2.5%
The Committee considered in detail the achievements against both the financial and non-financial targets as set out
above. On the financial measures, the Committee noted the gross profit target had been met but the level of EBITDA
margin recorded for the year was below the target set. As a result, half of the bonus for financial performance was
achieved (35% out of a maximum of 70%). On the non-financial measures, the Committee determined that the
DE&I and ESG elements had been partially met as, although some progress had been made, not all targets had been
met in full. As noted in the table above, the integration measure was scored at zero because although there was
some evidence of improvements during the year, the Committee and the wider Board felt that there was insufficient
overall progress in this area. A total of 5% (out of a maximum of 30%) was agreed for the non-financial measures.
This resulted in an overall bonus outturn of 40% of the maximum achievable.
As a result, bonuses were agreed for the Executive Directors as set out below. All bonuses were paid in cash.
Maximum
bonus
entitlement
(% of salary)
Maximum
bonus
payable
000
Bonus
achieved
(% of max)
Actual
bonus
payable
000
Sir Martin Sorrell 100% £250 40% £100
Victor Knaap 100% €210 40% €84
Wesley ter Haar 100% €210 40% €84
Christopher S. Martin 100% $207 40% $83
Scott Spirit 100% SG$540 40% SG$216
Mary Basterfield 100% £370 40% £148
Share award for the Group Chief Financial Officer (audited)
In accordance with the terms of her appointment and as described in last year’s report, Mary Basterfield will receive
four separate grants of equity over the first four years of her appointment. Each award will have a face value of
£500,000, being equivalent to approximately 135% of her basic salary for 2022.
The first award was granted during the year under review as a mix of market-priced options and conditional shares.
The use of market-priced options for half of the grant ensures a focus on share price growth as well as the performance
conditions attached to the award.
The award was granted with the following performance conditions to be met over the 2022 financial year.
Weighting
(% of total award) Targets Achievement
Gross profit (net revenue) 50% 25% growth on like-for-like basis vs FY21 25.9%
EBITDA margin 50% 20% as percentage of gross profit 13.9%
In light of the level of gross profit growth and EBITDA margin for the year, the Committee determined that the
conditions had been partially met, with the gross profit target being achieved but the Company not meeting the
EBITDA margin target. Accordingly, 50% of the award will lapse. The remaining 50% will vest in August 2026, being
four years after the grant date. There are no additional performance conditions which must be met prior to the vesting
date. In light of the extended vesting period, the Committee believes that this award is a genuine long-term incentive.
Mary’s entitlement to the award will lapse in the event of her being deemed a bad leaver prior to the vesting date.
The number of shares awarded and the number scheduled to vest following the assessment of the performance
condition is set out in the table on page 108.
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Remuneration Report continued
Director
Date
of grant
Face value
of award
Number of
shares/
options
awarded
1
Exercise
price (£)
Vesting
proportion
No. of shares/
options
to vest
Value as
at 31 Dec
2022
3
Vesting
date
Mary
Basterfield
2 Aug
2022
£250,000 165,618
share
options
1.509
1
50% 82,809 £27,729 2 Aug
2026
2 Aug
2022
£250,000 165,618
conditional
shares
n/a
2
50% 82,809 £152,729 2 Aug
2026
Notes:
1. The number of shares awarded and the exercise price for the share options was based on the 30-day volume weighted average price per share,
ascalculated on the date of grant.
2. These awards were granted as conditional share awards and do not have an exercise price.
3. The value of the awards has been calculated based on a share price of £1.8443, being the average share price over the final three months of the
2022 financial year. Of the total value, £27,729 for the share options and £27,729 for the conditional shares is deemed attributable to share price
appreciation since the date of grant.
Non-Executive Directors’ remuneration as a single figure (audited)
£000
Year to 31
December
2022
Year to 31
December
2021
Rupert Faure Walker
1
43 45
Paul Roy 45 45
Sue Prevezer 38 38
Daniel Pinto 38 38
Elizabeth Buchanan 38 38
Naoko Okumoto 38 38
Margaret Ma Connolly 38 38
Miles Young 38 38
Peter Rademaker
2
19 –
Colin Day
3
19 –
Notes:
1. Rupert was due to receive fees of £45,000 for services during 2022, however due to an administrative error received the above disclosed amount.
The outstanding fees will be paid in 2023.
2. Appointed as a Non-Executive Director on 3 January 2022 and retired from the Board on 16 June 2022.
3. Appointed to the Board on 2 August 2022.
Payments for loss of office/Payments to past Directors (audited)
No payments for loss of office or payments to past Directors were made during 2022.
As disclosed in last year’s report, Peter Rademaker stepped down as an Executive Director on 3 January 2022.
He received no payments for loss of office but remained employed by the Company until 31 January 2022, during which
time he received his salary and other fixed pay. He remained on the Board as a Non-Executive Director until 16 June 2022.
Pete Kim stepped down as an Executive Director on 16 June 2022. He received no payments for loss of office and
remains employed by the Group.
Governance Report
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Directors’ interests in shares and share options (audited)
The consideration payable by the Group in respect of business combinations has included a substantial proportion
ofequity in the Company. As a result, the Executive Directors who previously held equity in MediaMonks or MightyHive
hold a substantial number of the Company’s shares. Further, Sir Martin Sorrell is a substantial shareowner in the
Company as a consequence of his foundational investment into S
4
Capital 2 Limited.
The Directors’ Remuneration Policy approved at the AGM in 2022 formalised a minimum shareholding requirement for
Executive Directors to build and hold shares equivalent in value to 200% of their basic salary. This holding should be
built up as soon as reasonably practicable following appointment and with the expectation that this will normally be within
five years of appointment. The Policy also includes a requirement for Executive Directors to maintain a shareholding
for a minimum period of two years following the cessation of their employment of the lower of (1) the in-employment
shareholding requirement of 200% of salary and (2) the individual’s actual shareholding at the time of their departure.
Details of Directors’ interests in Ordinary Shares and Incentive Shares as at 31 December 2022 are set out in the
tablebelow.
Interest in
Ordinary
Shares
Unvested Share
Awards Subject
to Performance
Conditions
Interest
in Incentive
Instruments
Shareholding
Requirement
(% of Basic
Salary)
Shareholding
Requirement
Met?
Executive Directors
Sir Martin Sorrell
1
54,229,594 – 4,000 200% Yes
Victor Knaap
2
17,546,066 – – 200% Yes
Wesley ter Haar
2
17,546,067 – – 200% Yes
Christopher S. Martin
2
8,564,506 – – 200% Yes
Scott Spirit
3
307,194 – 2,000 200% No
Mary Basterfield
4
20,000 408,149 – 200% No
Pete Kim
5
8,049,180 – – 200% Yes
Non-Executive Directors
Rupert Faure Walker 1,008,450 – – – –
Paul Roy 1,950,129 – – – –
Sue Prevezer 293,512 – – – –
Daniel Pinto
6
13,572,769 – – – –
Elizabeth Buchanan 37,777 – – – –
Naoko Okumoto 25,396 – – – –
Margaret Ma Connolly 19,523 – – – –
Miles Young 50,000 – – – –
Peter Rademaker
5
957,644
Colin Day 109,695 – – – –
Notes:
1. Sir Martin Sorrell holds 4,000 A2 Incentive Shares and also holds the B share.
2. Victor Knaap and Wesley ter Haar hold their interests in Ordinary Shares through (i) Oro en Fools B.V., their joint personal holding vehicle which is owned
(indirectly) 50% by Victor Knaap and 50% by Wesley ter Haar; and (ii) Zen 2 B.V., the ordinary share capital of which is owned 51% by Oro en Fools B.V.
and 49% by funds managed by Bencis Capital Partners B.V. The interests in Ordinary Shares of Victor and Wesley noted above are the aggregate totals
ofthe ordinary shares held by these entities. Certain of the interests of Christopher S. Martin are held through certain family trust arrangements.
3. Scott Spirit has options to subscribe for a total of 2,666 A1 Incentive Shares (this includes the 2,000 Incentive Share Options disclosed in the table
above), as explained on page 110.
4. Mary Basterfield has a nil-cost option over 76,913 shares granted in December 2021 prior to her appointment as an Executive Director, as disclosed
in last year’s Directors’ Remuneration Report. This award vests two years after grant subject to continued employment and the satisfaction of
specific performance conditions. During the financial year under review, she was also granted an award over 331,236 shares as part of her ongoing
remuneration package, as explained further on page 107.
5. The shareholding shown is at the date they ceased to be a Director.
6. Shares acquired by Stanhope Entrepreneur Fund, a growth capital fund managed by Stanhope Capital, of which Daniel Pinto is Chief Executive.
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Remuneration Report continued
There were no changes to Directors' interests during the period from 31 December 2022 to the date of this report.
The S
4
Capital 2 Limited Scheme/Scheme interests awarded during the financial year
Arrangements were put in place shortly after the formation of S
4
Capital 2 Limited (formerly S
4
Capital Limited) to
create incentives for those certain executives who are expected to make key contributions to the success of the Group.
The Group’s success depends upon the sourcing of attractive investment opportunities and the improvement of the
performance of any businesses that are acquired. Accordingly, an incentive scheme (the S
4
Capital 2 Limited Scheme,
or the Incentive Share Scheme) was created to reward key contributors for the creation of value through the use of
Incentive Shares.
Sir Martin Sorrell subscribed for A2 Incentive Shares in May 2018 and Scott Spirit was granted an option to subscribe
for A1 Incentive Shares in January 2020. The terms of these awards are set out in the table below.
Number of Incentive Instruments Date of Issue
Sir Martin Sorrell
Scott Spirit
1
4,000 A2 Incentive Shares
2,000 A1 Incentive Share
options
29 May 2018
Option issued 27 January 2020 following
Nomination and Remuneration Committee approval
December 2019
Note:
1. Scott Spirit also has an option to subscribe for up to an additional 666 A1 Incentive Shares in the event of the issue of any further Incentive Shares by
the Directors. The purpose of this additional award is to ensure that his interest in the Incentive Shares is maintained at the same level (5%, being 1/3rd
of the total 15%) in the event of the issue of further Incentive Shares.
There were no new Scheme interests awarded under the S
4
Capital 2 Limited Scheme during the year ended
31 December 2022.
The Directors of S
4
Capital 2 Limited have the authority to issue a further 2,000 A1 Incentive Share options. The issue
of further Incentive Shares will not increase the aggregate entitlement of the holders of Incentive Shares above 15%
ofthe growth in value of S
4
Capital 2 Limited.
The Incentive Shares are subject to a number of conditions, as set out more fully below.
Terms of the S
4
Capital 2 Limited Scheme
The Incentive Shares entitle the holders, subject to certain performance criteria and leaver provisions, to up to 15%
ofthe growth in value of S
4
Capital 2 Limited from the plan’s inception provided that the growth condition (as described
below) has been met. The growth in value of S
4
Capital 2 Limited is measured against the market capitalisation of the
Company based on an average of the mid-market closing price of the Ordinary Shares over the preceding 30 trading
days, plus any dividends or distributions to the Company’s shareowners prior to the date of calculation and then
deducting the net asset value the Company on a standalone basis, ignoring the investment in S
4
Capital 2 Limited and
its subsidiaries, and deducting the aggregate amount invested in the Company whether in cash or by issue of shares
inits acquisitions, mergers and combinations.
Provided that the growth condition has been satisfied, the Incentive Shares entitle the holders to their return upon
a sale or combination of S
4
Capital 2 Limited, its liquidation, the takeover or combination of the Company or, if none
of those events has occurred prior to 9 July 2023 (being the fifth anniversary of the combination with MediaMonks
by S
4
Capital 2 Limited), if Sir Martin Sorrell serves notice on the Company requiring it to acquire all of the Incentive
Shares eligible for sale on or before 9 July 2025 (being the seventh anniversary of the combination with MediaMonks)
or such later date as the Company and each of the Incentive Share classes agree. If Sir Martin serves such a notice,
the growth in value of S
4
Capital 2 Limited is measured against the market capitalisation of the Company based on an
average of the mid-market closing price of the Ordinary Shares over the preceding 30 trading days, plus any dividends
or distributions over time. Once triggered, all of the Incentive Shares eligible for sale receive value at the same time on
a pro rata basis and then automatically reset such that they may receive the same return over a second period of up to
seven years, subject to extension.
The consideration payable if the Incentive Shares are triggered, save on a takeover, liquidation or combination of
S
4
Capital 2 Limited, will be satisfied by the issue of Ordinary Shares in S
4
Capital plc at the average of the mid-market
closing price of the Ordinary Shares over the 30 trading days preceding the triggering of the Incentive Shares.
Growth condition
The growth condition is the compound annual growth rate of the invested capital in S
4
Capital 2 Limited being equal to
or greater than 6% per annum since the foundational investment into S
4
Capital 2 Limited on 29 May 2018. The growth
condition takes into account the date and price at which shares in S
4
Capital 2 Limited have been issued, the date and
Governance Report
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Capital plc Annual Report and Accounts 2022

price of any subsequent share issues and the date and amount of any dividends paid, or capital returned by S
4
Capital
2 Limited to the Company. Any cash raised by the Company from time to time has been and will continue to be invested
in S
4
Capital 2 Limited so that the growth condition will apply to that capital also.
Additional conditions
The Incentive Instruments are subject to certain conditions, at least one of which must be (and continue to be) satisfied
in order for Sir Martin Sorrell (as the holder of the majority of the A2 Incentive Shares) to elect for the A1 share options
and A2 Incentive Shares to be sold to the Company. The A1 and A2 Incentive Shares and Options will vest into Ordinary
Shares of S
4
Capital plc in the following circumstances:
• a sale of all or a material part of the business of S
4
Capital 2 Limited;
• a sale of all of the issued S
4
Capital 2 Limited Ordinary Shares by the Company;
• a winding up of S
4
Capital 2 Limited occurring;
• a sale or change of control of S
4
Capital 2 Limited or the Company; or
• if later than 9 July 2023 (being the fifth anniversary of the MediaMonks combination).
Compulsory redemption
If the growth condition is not satisfied on or before 9 July 2025 (being the seventh anniversary of the combination
with MediaMonks), or such later date as the Company and each of the Incentive Share classes agree, the Incentive
Shares must be sold to the Company at a price per Incentive Share equal to the subscription price of £25.00 per
Incentive Share.
Leaver provisions
The Incentive Shares are subject to leaver provisions. If a holder of Incentive Shares ceases to be employed by or hold
office with the Group, that holder will become a ‘Leaver’ and, depending on the circumstances of his or her departure,
certain of his or her Incentive Shares may be subject to forfeiture.
Share price
The chart below illustrates the performance over the period of an investment of £100 in the Company’s shares made
on 13 September 2018, shortly before the Company acquired the S
4
Capital Group and was re-admitted to trading on
the Official List, to 31 December 2022. This has been compared to the performance of the same investment on the
same date in both (i) the FTSE 350 Media Sector, and (ii) a market capitalisation-weighted basket of five other global
advertising and marketing services companies. The chart also illustrates the comparative performance of these five
companies on a regional basis, separating the US companies from the others, as well as that of Accenture and Globant.
The Board believes that, taken together, these are the most appropriate broad comparators for the Company’s
performance for the purpose of the reporting regulations.
0
13 Sep
2018
31 Dec
2018
31 Dec
2020
31 Dec
2019
31 Dec
2022
31 Dec
2021
100
200
700
600
500
400
300
800
£
S
4
Capital plc FTSE 350 Media Accenture Globant
Interpublic & Omnicom (weighted) WPP, Publicis & Dentsu (weighted)Global advertising and marketing services companies
111
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Capital plc Annual Report and Accounts 2022

Remuneration Report continued
The table below sets out the performance of an investment of £100 made in the Group on 29 May 2018, which was the
date of the foundational investment into S
4
Capital 2 Limited, through the dates of the Group’s placings and business
combinations and up to the end of the year to 31 December 2022. This has been compared against the performance
ofan equivalent investment made on 29 May 2018 in the same comparators used in the chart on the previous page.
29 May
2018
09 July
2018
24 Dec
2018
31 Dec
2018
25 Oct
2019
31 Dec
2019
16 July
2020
31 Dec
2020
31 Dec
2021
31 Dec
2022
S
4
Capital plc 100 116 128 138 165 224 366 581 737 220
FTSE 350 Media 100 105 96 97 114 120 94 107 133 127
Global advertising and
marketing services
companies
100 104 91 94 94 98 72 85 123 134
Interpublic & Omnicom
(weighted)
100 108 101 107 115 118 92 103 153 172
WPP, Publicis & Dentsu
(weighted)
100 102 85 87 80 84 56 73 102 102
Accenture 100 108 92 97 126 140 155 172 278 204
Globant 100 111 108 115 179 208 327 413 602 363
The table below sets out the Executive Chairman’s total remuneration as a single figure, together with the percentage
of maximum annual bonus awarded over the same period as the chart above in respect of the Company’s share price.
Year to
31 December
2018
Year to
31 December
2019
Year to
31 December
2020
Year to
31 December
2021
Year to
31 December
2022
Executive Chairman single figure of remuneration (£000) 140 272 218 203 509
Annual bonus payout (% of maximum) 100% 85% 75% 0% 40%
Share award vesting (% of maximum) n/a n/a n/a n/a n/a
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Percentage change in remuneration of Directors compared to employees
The table below shows the year-on-year percentage change in salary, benefits and bonus for each Director for each
ofthe last three financial years, compared with the average change in employee pay.
The figures for the Directors are based on the disclosures in the single total figure table on page 105 and the
corresponding tables from previous Directors’ Remuneration Reports.
2022 vs 2021 2021 vs 2020 2020 vs 2019
Salary/
Fees Benefits Bonus
Salary/
Fees Benefits Bonus
Salary/
Fees Benefits Bonus
Executive Directors
Sir Martin Sorrell 150% 14% 100% 33% 62% -100% -25% -21% -12%
Victor Knaap -1% -0.5% 100% 95% 88% -100% -48% 100% -16%
Wesley ter Haar -1% -0.5% 100% 95% 88% -100% -48% 100% -16%
Peter Rademaker
1
– – – 29% – -100% -22% – -8%
Pete Kim 11% -98% – 278% 100% – -75% -100% –
Christopher S. Martin 11% -99% 100% 51% 1,500% – -36% -96% –
Scott Spirit
1
9% 9% 100% 28% -5% -100% – – –
Mary Basterfield
1
– – – – – – – – –
Non-Executive Directors
Rupert Faure Walker -4% – – 32% – – 35% – –
Paul Roy 0% – – 32% – – 35% – –
Sue Prevezer 0% – – 36% – – 13% – –
Daniel Pinto 0% – – 36% – – 13% – –
Elizabeth Buchanan
1
0% – – 36% – – – – –
Naoko Okumoto
1
0% – – 36% – – – – –
Margaret Ma Connolly
1
0% – – 36% – – – – –
Miles Young
1
0% – – – – – – – –
Peter Rademaker
1
– – – – – – – – –
Colin Day
1
– – – – – – – – –
All UK Group employees
2
4% 3% -68% -6% -6% -67% 3% -16% 11%
Notes:
1. Percentage change not shown for these Directors in certain periods as they had part-year service for one of the comparative periods.
2. Included to provide a more representative sample of the wider employee base in the UK.
Pay ratio
The table below reports the pay ratio for the year ended 2022 and has been calculated using the method known
as Option A, which involves calculating a single figure for each UK employee based on their actual pay for the year.
This ensures that the most accurate information is used for the purposes of calculating the ratio and is the option most
favoured by investors.
Year Method 25th percentile pay ratio Median pay ratio 75th percentile pay ratio
2022
1
Option A 12.1 8.5 6.2
Total pay and benefits £000 42 60 82
Salary £000 40 56 79
2021
1
Option A 5.0 3.6 2.6
2020
1
Option A 5.3 3.7 2.8
2019
1
Option A 6.8 5.8 4.1
Note:
1. The calculations of the pay for the employees at the different levels have been calculated as of 31 December of each relevant year.
A full-time equivalent calculation has been applied to the pay of part-time employees and those leaving or joining
during each year to ensure an appropriate annualised comparison with the pay of the Executive Chairman.
The Committee believes that the median pay ratio for 2022, as disclosed in the table above, is reflective of the current
pay policies across the UK employee base at this stage, and is consistent with the wider pay, reward and progression
policies affecting UK employees. Employees’ pay packages are designed to be competitive and to ensure that
performance as a whole is rewarded through appropriate incentive schemes. As illustrated in the table above,
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Remuneration Report continued
the 2022 pay ratio is higher than that for 2021 and for earlier years. This reflects a higher single figure for the
Executive Chairman, resulting from the basic salary increase he received for 2022 (as explained in last year’s Directors’
Remuneration Report) and a higher annual bonus payment for 2022 when compared to prior years.
S
4
Capital is a global business with approximately 8,900 employees in 32 countries. As the Group has grown through
a process of acquisition and combination, multiple different compensation arrangements have been inherited.
During 2022, considerable progress was made in simplifying, integrating and harmonising these arrangements such
that there is now greater consistency across the global employee base. A number of principles were agreed for making
equity awards to key talent across the Group, and we will focus attention in 2023 on rolling out those principles
and similar changes to annual bonus arrangements. During the year, the Nomination and Remuneration Committee
reviewed workforce remuneration and related policies and the relationship between the Directors’ Remuneration
Policy and the arrangements in place for the wider workforce. The Committee is satisfied that the remuneration for
theExecutive Directors is appropriate in this context. For example, there is now a greater level of consistency between
annual bonus arrangements for the Directors and those for the wider workforce.
In early 2023, the Chair of the Nomination and Remuneration Committee met with a number of employees to discuss
matters relating to compensation and to explain how executive remuneration aligns with wider Group pay policies.
Various topics were discussed, including the role of the Committee in determining the remuneration of the Executive
Directors and pay arrangements across the Company more broadly.
Relative importance of spend on pay
The table below shows the relative importance of spend on pay for all of the Group’s people in comparison to
distributions to shareowners. Total pay includes wages and salaries, pension costs, social security and share-based
payments. The Company did not make any distributions to shareowners in respect of the financial period.
Year to 31
December 2022
Year to 31
December 2021 % change
Average number of employees 8,772 5,794 51.4%
Total personnel costs (£000) 682,072 412,537 65.3%
Total distributions to shareowners (£000) – – –
Statement of voting on remuneration
The table below provides details of the voting results on (1) the Directors’ Remuneration Report resolution and (2) the
Directors’ Remuneration Policy resolution presented for shareowner approval at the AGM held on 16 June 2022.
Votes for Votes against Total votes cast Votes withheld
Approve the Directors’ Remuneration Report 193,958,372 40,656,046 234,614,418 27,535,964
82.67% 17.33%
Approve the Directors’ Remuneration Policy 162,386,097 70,564,359 232,950,456 29,199,926
69.71% 30.29%
The Committee notes that the resolution to approve the Directors’ Remuneration Policy received a vote in favour of less
than 80%. In advance of the 2022 AGM, the Committee undertook a thorough review of the Remuneration Policy and
consulted with major shareowners on the key features of the new Policy. The Committee was pleased that, although
some issues were raised, the overall feedback on the Company’s approach was positive. Following the AGM vote,
the Committee reviewed comments from those shareowners which had voted against the Policy and also considered
the views of the proxy advisory bodies. A number of points were raised, including in relation to the structure of the
Incentive Share scheme.
Governance Report
114 S
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Capital plc Annual Report and Accounts 2022

In accordance with the UK Corporate Governance Code, the Chair of the Committee wrote to those major shareowners
which had voted against the Policy, inviting them to re-engage and share their views on the Policy. This process did
not raise additional feedback. As required by the Code, an update statement summarising the views received from
shareowners was published on the Group’s website in December 2022. Since then, additional feedback on the
Policy has been received from one shareowner which was similar to comments raised by others. The Committee
has continued to reflect on and consider shareowner views when considering the implementation of the Policy in
early 2023.
Nomination and Remuneration Committee membership and meetings
The Committee is comprised solely of independent Non-Executive Directors with a wide range of experience.
Biographical details of the Committee Chair and members can be found on pages 74-77. The Committee met 6 times
during the year, meeting attendance of the Committee members can be found on page 81. Additional attendees at
Committee meetings may include the Executive Chairman, Group CFO, SVP, Group Finance, Company Secretary and
Deputy Company Secretary. No individual participates in decisions regarding his or her own remuneration.
The Board is satisfied that the Committee has the resources and expertise to fulfil its responsibilities and the
Committee is authorised to seek external legal or independent advice as it sees fit.
The Terms of Reference for the Committee were approved in October 2022 and going forward will be subject to an
annual review to ensure they remain fit for purpose. A copy of the Committee’s Terms of Reference can be found on the
Company’s website.
External Advisers
Korn Ferry are the Committee's remuneration advisers and were appointed by the Committee in 2019. They provide
independent commentary and advice, together with updates on legislative requirements, best practice and market
practice to assist with its decision making. The fees paid to Korn Ferry in respect of work carried out for the Committee
totalled £74,691. The Committee undertakes due diligence to ensure that the remuneration advisers remain
independent of the Group and that the advice provided is impartial and objective. Korn Ferry report directly to the
Committee and is a member of the Remuneration Consultants Group and operates under its code of conduct. No other
services were provided by Korn Ferry to the Company during 2022.
Implementation of Remuneration Policy for 2023
The Directors’ Remuneration Policy approved at the AGM in 2022 will continue to operate for the year ending
31 December 2023. The Nomination and Remuneration Committee intends to implement the Policy as follows.
Basic salary
As at the date of this report, the Committee has not yet finalised a decision on any salary increases to apply to the
Executive Directors for 2023. Any increases, if agreed, will be effective no earlier than 1 April 2023 and, among other
things, will take into account changes to Board roles and responsibilities as well as salary increases for the wider
workforce. Full disclosure of any changes to Directors’ salaries will be provided in next year’s Directors’ Remuneration
Report at the latest.
Pension and benefits
The pensions of Sir Martin Sorrell and Scott Spirit reduced to 4% of basic salary with effect from 1 January 2023,
as disclosed last year and in line with the Directors’ Remuneration Policy. The same rate will continue to apply to
Mary Basterfield.
Wesley ter Haar and Victor Knaap will continue to receive Dutch age-related pension contributions for 2022.
Christopher S. Martin will continue to receive pension contributions via a US 401(k) plan.
Benefits provided will be similar to those provided in 2022.
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Annual bonus
The Committee has decided that the annual bonus scheme for 2023 will operate in a broadly similar manner to that
in place for 2022. 70% of the bonus will again be payable by reference to performance measured against financial
metrics, including net revenue growth and EBITDA margin. A third financial metric of EBITDA to cash conversion
has been introduced, reflecting the increased internal focus on this measure. The remaining 30% will be payable by
reference to key non-financial objectives, including ESG and DE&I performance, and measures linked to the ongoing
integration of the various businesses within S
4
Capital. The targets are currently considered commercially confidential
but full details will be disclosed in next year's Remuneration Report after the end of the performance period.
The maximum bonus opportunity for 2023 will remain at 100% of basic salary for all Executive Directors, in line with
the limit in the Directors’ Remuneration Policy and the practice in previous years.
The bonus scheme includes the discretion to adjust formulaic outcomes as well as recovery and withholding provisions,
as summarised in the Directors’ Remuneration Policy.
Share incentives
In line with the terms of her appointment, and as explained in last year’s report, Mary Basterfield will receive a further
award of shares in 2023 with a face value at grant of £500,000. This award will be subject to the satisfaction of
performance targets based on key financial measures over the financial year ending 31 December 2023. The precise
performance targets are considered commercially confidential and will be disclosed in next year’s Directors’
Remuneration Report. To the extent that the performance targets are satisfied, the award will vest in 2026, three years
after grant. The award will be split equally between market-priced options and conditional shares.
Under the Directors' Remuneration Policy, the Remuneration Committee has the discretion to adjust the formulaic
outcome of the bonus scheme if deemed appropriate. The scheme also includes recovery and withholding provisions.
The Committee is keeping under review the matter of whether any share incentives should be granted to other
Executive Directors, although at the time of writing no formal decision has been made on this matter. Any awards,
ifmade, will be consistent with the terms of the Directors' Remuneration Policy and full details will be provided in next
year's Directors' Remuneration Report at the latest.
Non-Executive Directors
The Non-Executive Directors receive a base fee of £37,500, with an additional fee of £7,500 paid to each of the
Senior Independent Director, Chair of the Audit and Risk Committee and Chair of the Nomination and Remuneration
Committee. These fees will remain unchanged for 2023.
Remuneration Report continued
Governance Report
116 S
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Directors’ Report
S
4
Capital plc is incorporated and domiciled in the UK and is registered in England and Wales with the registered
number 10476913. The correspondence address and registered office of the Company is 12 St James’s Place, London
SW1A 1NX.
This report has been drawn up and presented in accordance with, and in reliance upon, applicable English law and the
liabilities of the Directors in preparing this report shall be subject to the limitations and restrictions provided by such
law. The Director’s Report is designed to inform shareowners and help them assess how the Directors have performed
their duty to promote the success of the Company.
Strategic Report and Corporate Governance
The Strategic Report can be found on pages 10-28 and 65-70 and is included by reference into this Directors’ Report.
The Strategic Report sets out the development and performance of the Group’s business during the financial period,
the position of the Group at the end of the period, a description of the principal risks and uncertainties facing the
Group, details of the Group’s Diversity, Equity and Inclusion policy and reporting of ESG activities. The Strategic
Report also sets out a summary of how the Directors have engaged with our people as well as how the Directors have
had regard to the need to foster the Group’s business relationships with suppliers, customers and others, in line with
Section 172 (page 66). The other sections of the Group’s Governance Report are also included by reference into this
report. The industry outlook set out on pages 30-36 outlines an indication of future developments and is included by
reference into this report.
Directors and their interests
Biographies of the Directors currently serving on the Board are set out on pages 74-77. As set out in the Notice of
Meeting, all the Directors will retire at this year’s Annual General Meeting (AGM) and will submit themselves for election
and re-election by shareowners. All Directors seeking appointment and reappointment were subject to a formal and
rigorous performance evaluation, further details of which can be found on pages 85-86. Details of Directors’ service
contracts are set out in the Directors’ Remuneration Report on page 99. The interests of the Directors in the shares
ofthe Company are also shown on page 109 of that report.
Other than the Incentive Shares held by Sir Martin Sorrell and the options over Incentives Shares held by Scott Spirit as
disclosed on page 110, no Directors have beneficial interests in the shares of any subsidiary company.
Dividend
No dividend was declared or paid in respect of the year to 31 December 2022 and the Directors are not recommending
that a final dividend be paid (2021: £nil).
Capital structure
As at 12 April 2023, the Company’s issued share capital comprised of 574,327,690 Ordinary Shares of £0.25 each
and one B Share of £1.00. The Company was authorised at the 2022 AGM to allot up to 185,361,822 ordinary shares
as permitted by the Act. A renewal of a similar authority will be proposed at the 2023 AGM. The Company’s issued
share capital as at 31 December 2022, together with details of shares issued during the year, is set out in note 21 to the
Financial Statements on page 179.
The holders of Ordinary Shares are entitled to receive dividends as declared from time to time and are entitled to one
vote per share at general meetings of the Company. The holder of the B Share has no right to receive dividends and is
entitled to one vote at general meetings of the Company when voting in favour of resolutions, and such number of votes
as may be required to defeat the relevant resolution when voting against.
Any appointment and removal of a Director requires the consent of Sir Martin Sorrell as the holder of the B Share.
The processes for the appointment and replacement of Directors are governed by the Company’s Articles of
Association, the 2018 UK Corporate Governance Code, the Companies Act 2006 and related legislation. The powers
of Directors are described in the Articles, which can be found on our website.
Restrictions on transfer of securities
The Ordinary Shares are freely transferable and there are no restrictions on transfer. Except for Sir Martin Sorrell, who
holds the B Share. No other person holds securities in the Company carrying special rights with regard to control of the
Company. The Company is not aware of any agreements between holders of securities that may result in restrictions on
the transfer of securities or voting rights.
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Directors’ Report continued
Articles of Association
The Company’s Articles were adopted at the 2022 Annual General Meeting (AGM) and may only be amended
byaspecial resolution of the shareowners. The Articles can be found on our website with www.s4capital.com.
Authority to purchase shares
The Company was given authority at its AGM in 2022 to make market purchases of Ordinary Shares up to a maximum
number of 55,546,452 Ordinary Shares. During the year, no Ordinary Shares have been repurchased. The Directors
propose to renew these authorities at the 2023 AGM for a further year. The Directors believe that it is desirable to
have the general authority to buy back the Company’s Ordinary Shares in order to provide maximum flexibility in the
management of the Group’s capital resources. However, the authority would only be used if the Board was satisfied
atthe time that to do so would be in the best interests of shareowners.
Insurance and indemnities
The Company maintains Directors’ and Officers’ liability insurance in respect of legal action that might be brought
against its Directors and Officers. As permitted by the Company’s Articles of Association (the ‘Articles’), and to the
extent permitted by law, the Company indemnifies each of its Directors and other Officers of the Group against certain
liabilities that may be incurred as a result of their positions with the Group. The indemnities were in force throughout
the tenure of each Director during the last financial year and are currently in force.
Substantial shareholders
As at 12 April 2023, the Company has received notification of the following interest in voting rights pursuant to the
Disclosure Guidance and Transparency Rules:
Number of Shares % shareholding
Sir Martin Sorrell
1
54,229,594 9.442
Oro en Fools B.V. 35,092,132 6.110
Note:
1. In addition, Sir Martin Sorrell has, in aggregate, donated 3,910,000 Ordinary Shares to the UBS Donor Advised Foundation.
Employees
The Board recognises the importance of attracting, developing and retaining the best people. In accordance with
best practice, we have employment policies in place which provide equal opportunities for all employees, irrespective
of age, sex, race, colour, disability, sexual orientation, religious beliefs, socio-economic background education and
professional backgrounds or marital status. The Group also complies with all applicable national and international
human and labour rights within the locations in which it operates. Further information on the Board’s methods for
engaging with the workforce is on page 87.
Significant agreements
The Group’s term loan and revolving facility contain customary prepayment, cancellation and default provisions
including, if required by a lender, mandatory prepayment of all utilisations provided by that lender upon the sale of
all or substantially all of the business and assets of the Group or a change of control. The Company does not have
agreements with any Director that would provide compensation for loss of office or employment resulting from a
takeover except for provisions, which may cause awards granted under such arrangements to vest on a takeover.
Political donations
The Group’s policy prohibits any donations being made for or on behalf of the Group for political purposes, accordingly,
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.
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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.
The Directors who held office at the date of approval of this Directors’ report confirm that, so far as they are each
aware, there is no relevant audit information of which the Company’s Auditor is unaware and that each Director
has taken all the steps that they ought to have taken as a Director to make themselves aware of any relevant audit
information and ensure that the Auditor is aware of such information.
This confirmation is given and should be interpreted in accordance with the provisions of section 418 of the Companies
Act 2006.
Post balance sheet events
There were no material post balance sheet events, that require adjustment or disclosure, occurring between the
reporting period and the 12 April 2023.
Annual General Meeting
The AGM of the Company will be held at 1.00 pm on 9 June 2023 at 14 Hewett Street, London EC2A 3NP.
For participation details please refer to the Notice of AGM which is available on our website www.s4capital.com.
Statement of Directors’ responsibilities in respect of the financial statements
The Directors are responsible for preparing the Annual Report and the financial statements in accordance with
applicable law and regulation.
Company law requires the Directors to prepare financial statements for each financial year. Under that law the
Directors have prepared the Group financial statements in accordance with UK-adopted international accounting
standards and the Company financial statements in accordance with United Kingdom Generally Accepted Accounting
Practice (United Kingdom Accounting Standards, comprising FRS 101 'Reduced Disclosure Framework', and
applicable law).
Under company law, Directors must not approve the financial statements unless they are satisfied that they give a true
and fair view of the state of affairs of the Group and Company and of the profit or loss of the Group for that period.
In preparing the financial statements, the Directors are required to:
• select suitable accounting policies and then apply them consistently;
• state whether applicable UK-adopted international accounting standards have been followed for the Group financial
statements and United Kingdom Accounting Standards, comprising FRS 101 have been followed for the Company
financial statements, subject to any material departures disclosed and explained in the financial statements;
• make judgments and accounting estimates that are reasonable and prudent; and
• prepare the financial statements on the going concern basis unless it is inappropriate to presume that the Group and
Company will continue in business.
The Directors are responsible for safeguarding the assets of the Group and Company and hence for taking reasonable
steps for the prevention and detection of fraud and other irregularities.
The Directors are also responsible for keeping adequate accounting records that are sufficient to show and explain the
Group’s and Company’s transactions and disclose with reasonable accuracy at any time the financial position of the
Group and Company and enable them to ensure that the financial statements and the Directors’ Remuneration Report
comply with the Companies Act 2006.
The Directors are responsible for the maintenance and integrity of the Company’s website. Legislation in the
UnitedKingdom governing the preparation and dissemination of financial statements may differ from legislation
inother jurisdictions.
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Directors’ confirmations
Each of the Directors, whose names and functions are listed in the Governance Report confirm that, to the best of
their knowledge:
• the Group financial statements, which have been prepared in accordance with UK-adopted international accounting
standards, give a true and fair view of the assets, liabilities, financial position and loss of the Group;
• the Company financial statements, which have been prepared in accordance with United Kingdom Accounting
Standards, comprising FRS 101, give a true and fair view of the assets, liabilities and financial position of the
Company; and
• the Strategic Report includes a fair review of the development and performance of the business and the position
ofthe Group and Company, together with a description of the principal risks and uncertainties that it faces.
In the case of each Director in office at the date the Directors’ Report is approved:
• so far as the Director is aware, there is no relevant audit information of which the Group’s and Company’s auditors are
unaware; and
• they have taken all the steps that they ought to have taken as a Director in order to make themselves aware of any
relevant audit information and to establish that the Group’s and Company’s auditors are aware of that information.
On behalf of the Board:
Sir Martin Sorrell Mary Basterfield
Executive Chairman Group Chief Financial Officer
13 April 2023 13 April 2023
Directors’ Report continued
Governance Report
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Financial statements
122 Independent Auditors’ Report
134 Financial statements
206 Shareowner information
4
At the bottom line, it’s about finding more
effective and productive ways to work now.
Like embedding teams, automating services,
improving the accuracy and visibility of data
and consolidating content creation at scale.
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Independent auditors’ report to
the members of S
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Capital plc
Independent auditors’ report to
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Capital plc
Report on the audit of the financial statements
Opinion
In our opinion:
• S
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Capital plc’s Group financial statements and Company financial statements (the “financial statements”) give a true
and fair view of the state of the Group’s and of the Company’s affairs as at 31 December 2022 and of the Group’s and
Company’s loss and the Group’s cash flows for the year then ended;
• the Group financial statements have been properly prepared in accordance with UK-adopted international
accounting standards;
• the Company financial statements have been properly prepared in accordance with United Kingdom Generally
Accepted Accounting Practice (United Kingdom Accounting Standards, including FRS 101 “Reduced Disclosure
Framework”, and applicable law); and
• the financial statements have been prepared in accordance with the requirements of the Companies Act 2006.
We have audited the financial statements, included within the Annual Report and Accounts 2022 (the “Annual
Report”), which comprise: the Consolidated and Company balance sheets as at 31 December 2022; the Consolidated
statement of profit or loss, the Consolidated statement of comprehensive income, the Consolidated statement of cash
flows and the Consolidated and Company statements of changes in equity for the year then ended; and the notes to
the financial statements, which include a description of the significant accounting policies.
Our opinion is consistent with our reporting to the Audit and Risk Committee.
Basis for opinion
We conducted our audit in accordance with International Standards on Auditing (UK) (“ISAs (UK)”) and applicable law.
Our responsibilities under ISAs (UK) are further described in the Auditors’ responsibilities for the audit of the financial
statements section of our report. We believe that the audit evidence we have obtained is sufficient and appropriate to
provide a basis for our opinion.
Independence
We remained independent of the Group in accordance with the ethical requirements that are relevant to our audit of
the financial statements in the UK, which includes the FRC’s Ethical Standard, as applicable to listed public interest
entities, and we have fulfilled our other ethical responsibilities in accordance with these requirements.
To the best of our knowledge and belief, we declare that non-audit services prohibited by the FRC’s Ethical Standard
were not provided.
Other than those disclosed in Note 6, we have provided no non-audit services to the Company or its controlled
undertakings in the period under audit.
Our audit approach
Context
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Capital plc is a United Kingdom-based Company that provides digital advertising and marketing services via
three operating segments: Content, Data&Digital Media (DDM) and Technology Services. The Group has continued
on a strategy of rapid growth including a number of acquisitions as disclosed within Note 4 of the Annual Report
and Accounts. Further details regarding our audit procedures over the significant acquisitions in the year have
been detailed within our Key Audit Matter in relation to purchase price allocation and acquisition accounting for
significant acquisitions.
Overview
Audit scope
• Our audit included full scope audits, audits of specific account balances or specified procedures at each of the
Group’s 27 in-scope components,
• Taken together, the components at which audit work and specified procedures were performed accounted for 76%
of the Group’s consolidated revenue.
Financial statements
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Key audit matters
• Purchase price allocation and acquisition accounting for significant acquisitions (Group)
• Accuracy of revenue recognition on fixed fee contracts within the Content practice (Group)
• Impairment of intangible assets (Group)
• Contingent consideration (Group)
• Carrying value of investments (Company)
Materiality
• Overall Group materiality: £10 million (2021: £6.8 million) based on approximately 1% of revenue.
• Overall Company materiality: £10.5 million (2021: £9 million) based on approximately 1% of total assets.
• Performance materiality: £5 million (2021: £5.1 million) (Group) and £5.25 million (2021: £6.8 million) (Company).
The scope of our audit
As part of designing our audit, we determined materiality and assessed the risks of material misstatement in the
financial statements.
The Group’s financial statements are organised into three reportable segments – Content, Data&Digital Media ‘DDM’
and Technology Services. Each segment is further divided into 132 legal entities with 24 legal entities considered as
Group holding companies outside of a reportable segment.
We scoped in 11 components (defined as an entity or a homogenous Group of entities depending on specific
circumstances) requiring an audit of their complete financial information, of which 2 were considered to be financially
significant components as their individual revenues contributed in excess of 10% of Group revenue. Of the 2, one was
audited by PwC US and one by the Group engagement team.
In addition, 16 components were scoped in for the audit of significant account balances and transactions to obtain
appropriate coverage of all material balances.
The reporting components vary in size and we identified 8 components of which required full scope audits by PwC
component auditors in the US. Additional specified procedures audits were performed by PwC component auditors
in the US, Argentina, Columbia, Brazil and Mexico. The reporting from our overseas component auditors represented
43% of the Group’s consolidated revenue. The Group engagement team also conducted specified procedures audits
over 8 components.
In addition, centralised procedures were performed at the Group level which included the audit of the consolidation,
goodwill, acquisitions, cash and cash equivalents, share-based payments and taxes.
The Group has grown considerably from acquisition and now stands at 132 legal entities with over 450 separate bank
accounts and during the course of the year, the Group created a centralised treasury function.
Given the volume of bank accounts, the integration of these into a Group treasury function remains a work in progress.
In response we scoped in all bank accounts for bank confirmation or alternative procedures where bank confirmations
could not be obtained. Our component teams and the Group engagement team sent bank confirmations for all bank
account cash balances, with alternative procedures performed for the unconfirmed cash balances of £60,000,
relating to 16 accounts. Procedures include observing management logging in to online banking portals to view year
end balances, obtaining year-end bank statements from management, and agreeing accounts back to due diligence
reports and acquisition completion statements to verify existence and the rights of ownership over each bank account.
Taken together, the components where we performed our audit work and specified procedures accounted for 76% of
Group’s consolidated revenue.
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Key audit matters
Key audit matters are those matters that, in the auditors’ professional judgement, were of most significance in the
audit of the financial statements of the current period and include the most significant assessed risks of material
misstatement (whether or not due to fraud) identified by the auditors, including those which had the greatest effect on:
the overall audit strategy; the allocation of resources in the audit; and directing the efforts of the engagement team.
These matters, and any comments we make on the results of our procedures thereon, were addressed in the context of
our audit of the financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate
opinion on these matters.
This is not a complete list of all risks identified by our audit.
The impairment of intangible assets and contingent consideration are new key audit matters this year.
Loan refinancingand the existence of bank and cash of which were key audit matters last year, are no longer
includedbecause both key audit matters were specific to the preceding period. Otherwise, the key audit
mattersbeloware consistent with last year.
Key Audit Matter How our audit addressed the Key Audit Matter
Purchase price allocation and acquisition accounting
forsignificant acquisitions (Group)
During the year the Group acquired TheoremOne, 4 Mile
andXXArtists for a total consideration of £143.0 million.
Management have undertaken a purchase price allocation
exercise identifying and recognising intangible assets with
finite useful lives amounting to £115.6 million comprising
customer relationships of £104.2 million, brand names of
£3.2 million, order backlog of £7.8 million and software of
£325,000.
The Group also finalised the purchase price allocation of
Cashmere, Maverick, Zemoga and Racoon.
Management utilised an expert in the identification and
valuation of the intangible assets.
Accounting for business combinations can be complex,
particularly in relation to the identification of intangible assets
and accounting for deferred and/or contingent consideration.
We focused on the judgements management made in these
respects, particularly in relation to the identification and
valuation of intangible assets and the critical estimates that
could lead to a material misstatement of intangible assets.
Refer to the accounting policies section within the financial
statements for disclosure of the related accounting policies,
judgements and estimates and Note 4 within the consolidated
financial statements.
We obtained the sale and purchase agreements (SPAs) for each
acquisition in the period and read them to ensure that we understood
the substance of the transaction, including the consideration and
the assets and liabilities acquired. We tested cash consideration to
bank statements and checked that any deferred and/or contingent
consideration had been correctly recognised in line with the
acquisition agreements.
We reviewed the purchase price allocation reports provided by
management’s expert and considered the expert’s ability to prepare
an analysis to reasonably estimate the value of the acquired intangible
assets. We assessed the completeness of the intangible assets
recognised by management and the valuation methodologies used,
to consider if these were appropriate methods of valuation for these
types of assets. We utilised our valuations experts in performing
the audit of purchase price allocation and acquisition accounting,
including the assessment of the valuation methodologies and
assumptions applied by management and their expert.
We recalculated the 2022 and prior year restated amounts as a result
of the finalisation of prior year acquisition accounting in accordance
with IFRS 3 Business Combinations included within the financial
statements. We tested the accuracy and completeness of the models
used for calculating the separately identified intangible assets by
checking for consistency and comparing them to models used on
prior acquisitions within the Group and to those typically used in the
industry. We challenged management in particular on the recognition
of customer relationships and were able to corroborate these to
historical customer data or acquisition specific circumstances.
We agreed the underlying projections to management’s cash flow
models signed off by the Board as part of their due diligence to
ensure both consistency and actual cash flows being in line with
those predicted. We challenged the key assumptions used including
terminal growth rates and discount rates. We agreed the current
assets and liabilities acquired, which consisted mainly of cash and
debtor balances, by vouching them to supporting documentation such
as bank statements and confirming that they had been treated in line
with the terms of the contract.
The recognition of intangible assets is judgmental, but we are
satisfied that the assumptions and models used by management
are reasonable and consistent with prior years. We are satisfied that
the treatment of consideration is in line with IFRS 3 and concur with
management’s calculation or estimate of contingent consideration
payable based on the performance profit targets being met.
Based on our procedures, we are satisfied that the key assumptions
and calculations used by management were supportable
and appropriate.
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Financial statements
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Key Audit Matter How our audit addressed the Key Audit Matter
Accuracy of revenue recognition on fixed fee contracts within
the Content practice (Group)
The Group recognises revenue when a performance obligation
is satisfied, in accordance with the terms of its contractual
arrangements. Typically, performance obligations are satisfied
over time as services are rendered. Revenue recognised over
time is based on the proportion of the services performed
using a number of methods to measure transfer of value to
customers for each performance obligation.
Assessing the timing of revenue recognised on fixed fee
contracts at the year-end is an area of complexity and
judgement is required in identifying performance obligations,
whether the revenue should be recognised over time or
at a point in time and assessing the stage of delivery of
performance obligations on open contracts where revenue is
recognised over time.
Given the complexity in estimation and judgement involved,
the timing of revenue recognition and the accuracy of project
revenue within the financial statements is subject to both risk
of error and fraud as there is an incentive for management to
manipulate the results by allocating revenues attributable to
future periods into 2022 in order to achieve targets.
We identified the revenue recognition for open contracts at
31 December 2022 within the Content practice accounted
for on a percentage of completion basis as a key audit matter
because of the management judgement required to estimate
the proportion of the service performed and therefore the
revenue to be recognised on these contracts at year end.
Auditing these estimates requires extensive audit effort and
a high degree of judgement given the bespoke nature of each
contract and the variety of evidence needing to be assessed in
order to support the percentage of completion determined.
Refer to the accounting policies section within the financial
statements for disclosure of the related accounting policies,
judgements and estimates and Note 5 within the consolidated
financial statements.
Our audit procedures to address the significant risk and key audit
matter in relation to the accuracy of revenue recognition of fixed fee
contracts included the following;
• We assessed the systems and controls in operation in the year as
they pertained to revenue;
• We assessed the accounting policy and approach to recognising
revenue to ensure it was consistent with the principles of IFRS
15 ‘Revenue from contracts with customers’ and in particular the
correct application of IFRS 15 with regards to recognising revenue
over time;
• We evaluated the accuracy of management’s previous forecasts
of effort to complete projects by performing retrospective reviews
of such estimates as compared to actual results for performance
obligations that have been fulfilled.
• We selected a sample of contracts with customers and performed
the following audit procedures;
• recalculated revenue recognised based on the percentage
of completion by obtaining schedules of estimated effort
to complete from project managers and challenging the
key underlying assumptions to test their completeness
and accuracy;
• we assessed contractual terms and assessed each of these
terms (e.g acceptance criteria, delivery and payment terms)
to ensure that the application of these terms were applied
correctly within each project;
• evaluated whether the contracts were properly included in
management’s calculation of revenue recognised over time
based on the terms and conditions of each contract and
confirmed contract values by verifying the values against
signed agreements and any contract amendments;
• tested the completeness and accuracy of costs incurred to date
and we assessed the accounting for cost of sales in respect of
the contracts subject to testing;
• evaluated the reasonableness and consistency of the methods
and assumptions used by management to develop the estimate
with respect to the effort to complete;
• considered whether there was any evidence which contradicted
management’s assumptions regarding the percentage of
completion and the estimated effort to complete; and
• recalculated deferred and accrued income balances based on
the contract terms, costs incurred to date and remaining effort
estimates to conclude on the appropriateness of the revenue
recognised at year end.
Based upon the procedures performed, we concluded that
management’s judgements in respect of the application of IFRS
15 and the estimation of revenue recognition on open contracts
was reasonable.
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Key Audit Matter How our audit addressed the Key Audit Matter
Impairment of intangible assets (Group)
At 31 December 2022, the Group had intangible assets
totalling £1.18 billion (2021: £981 million) which includes
goodwill £735 million (2021: £625 million), customer
relationships totalling £430 million (2021: £331 million)
and brand names totalling £13.5 million (2021: £15 million).
All of these asset categories require review for indicators of
impairment annually with goodwill needing to be tested for
impairment at least on an annual basis in accordance with
IAS 36.
The determination of whether an impairment exists can be
judgemental. Management must determine the recoverable
amount when impairment indicators are identified.
The determination of recoverable amount, being the higher
of value-in-use (“VIU”) and fair value less costs of disposal
(“FVLCD”), requires judgement and estimation on the part
of management in identifying and then determining the
recoverable amounts for the relevant cash generating units
(“CGUs”). Recoverable amounts are based on management’s
view of key assumptions which include;
• Reported revenue growth rates for 2023 of between 14.5%
to 57.6% per annum which includes the full year benefit of
acquisitions made in 2022;
• Forecast cash flows for the next five years;
• A long-term (terminal) growth rate applied beyond the end
of the five year forecast period; and
• Discount rates applied to the model of between 11.2% and
11.9%.
Management considers there to be 3 CGUs in respect of
goodwill within S
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Capital plc, we have therefore assessed
each CGU separately and 4 Mile to assess the future cash
flows of the relevant entities which represent the CGU’s.
Refer to the accounting policies section within the financial
statements for disclosure of the related accounting policies,
judgements and estimates and Note 10 for detailed goodwill
disclosures and Note 11 for detailed intangible asset
disclosures within the consolidated financial statements.
With respect to goodwill, our audit procedures focused on
challenging and evaluating the discount rates, short-term forecasts
and long-term growth rates used in the respective discounted cash
flow models to determine the recoverable amount of each CGU and
included the following audit procedures:
• assessed the appropriateness of management’s identification of
the Group’s CGUs;
• verified the integrity of the formulae and the mathematical
accuracy of management’s valuation models;
• evaluated and assessed the reasonableness of the Group’s
future cash flow forecasts, and the process by which they were
prepared, confirming that they were the forecasts approved
by the board of directors, assessing the reasonableness of the
budget, including the revenue, costs and margins included in
those budgets based on our understanding of the Group and its
past performance;
• evaluated management’s ability to accurately forecast future
revenues and growth rates by comparing actual results to
management’s historical forecasts;
• with the assistance of our valuations specialists, we assessed
the discount rate used in the model and whether it fell within a
reasonable range taking into consideration both internal and
external market data. Our assessment of discount rates took
into consideration Country specific risks and ensured that this
had been appropriately included within the underlying cash
flow models;
• assessed whether the assumptions had been determined and
applied on a consistent basis, where relevant, across the Group;
and
• evaluated the Group’s disclosures on intangible assets and
goodwill against the requirements of UK-adopted international
accounting standards.
For all material finite-lived intangible assets, we undertook
the following to test management’s assessment for indicators
of impairment:
• evaluated and challenged management’s assessment in respect
of impairment indicators and ensured they were appropriately
considered in management’s impairment trigger assessment and
conclusion; and
• for a selection of intangible assets revisited original calculations
of value and challenged management if the asset was still in
existence and use.
Other than the impairment charge recognised in respect of 4 Mile
intangible assets (see Note 10 and 11), based on our procedures, we
are satisfied that there is no further impairment to intangible assets
(including goodwill) and that management’s impairment assessment
of intangible assets is appropriate.
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Financial statements
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Key Audit Matter How our audit addressed the Key Audit Matter
Contingent consideration (Group)
The Group holds material balances relating to contingent
consideration and holdback liabilities totalling £193.7 million.
(2021: £86.4 million).
The judgements taken over whether the contingent
consideration continues to be payable represents a significant
risk. Given the significant growth achieved as a result of a
number of material acquisitions, the Group continues to hold
a large number of contingent consideration balances each
of which have the potential to include a number of future
targets which could be complex in nature and judgemental in
determining whether the amounts are payable.
Refer to the accounting policies section within the financial
statements for disclosure of the related accounting policies,
judgements and estimates, Note 4 and Note 20 within the
consolidated financial statements.
Our audit procedures to address the significant risk and key
audit matter in relation to the contingent consideration included
the following;
• obtained a movement schedule and agreed the opening balances to
the closing balances in the prior year including the classificationas
consideration or remuneration and ensured the accounting
treatment is appropriate. For current year acquisitions we have
agreed the additions to our acquisition work;
• obtained formal signed certificates for a sample of settlements in
the year detailing the final agreed settlement. We have also
obtained bank statements for settlements made in cash and share
issue documentation for settlement in shares (or support for the
deferral of the share awards). For settlements in shares we have
also agreed the share price used in the fair value assessment
to the closing share price on the day of the effective issue/
agreement to defer;
• agreed the key terms of the consideration to the signed share
purchase agreement including the value, performance targets and
performance periods for a sample of year end liabilities;
• obtained management’s calculation of the closing liability and
checked the mathematical accuracy and integrity, including
alignment with the terms of the SPA;
• agreed the calculated actual achievement of targets to
management information, reconciled this to the year end
consolidation and assessed the calculation for completeness
of adjustments;
• performed sensitivity analysis to identify the impact on the liabilityof
changes in the performance of the acquisitions; and
• audited the disclosures for completeness and accuracy.
Based upon the procedures performed, we concluded that
management’s judgements in respect of contingent consideration
and holdback liabilities were reasonable.
Carrying value of investments (Company)
At 31 December 2022, the Company held investments in
subsidiaries amounting to £1.05 billion (2021: £905 million).
Investments in subsidiaries are accounted for at historical cost
less accumulated impairment.
Judgement is required to assess if impairment triggers exist
and where triggers are identified, if the investment carrying
value is supported by the recoverable amount. In assessing
impairment triggers, management considers if the underlying
net assets of the investment support the carrying amount and
whether other facts and circumstances would be indicative of
a trigger.
Based on management’s assessment, no indicators of
impairment in respect of the carrying value of investments
insubsidiaries were identified at the balance sheet date.
Refer to Note 1 of the Company’s financial statements.
In respect of investments in subsidiaries in the Company, we
undertook the following to test management’s assessment for
indicators of impairment:
• evaluated and challenged management’s assessment and
judgements, including ensuring that consideration had been
given to the results of the Group’s impairment assessment (see
impairment of intangible assets KAM above);
• traced additions in the year to underlying legal agreements
where applicable;
• verified the mathematical accuracy of management’s assessment
and that the net assets of the subsidiaries being assessed agreed
to the respective subsidiary balance sheet at 31 December 2022;
• independently performed an assessment of other internal and
external impairment triggers, including considering the market
capitalisation of the Group with reference to the carrying value of
the investments in subsidiaries in the Company to identify other
possible indicators of impairment.
Based on our procedures, we are satisfied that management’s
impairment assessment is appropriate and there are no indicators
of impairment in respect of the carrying value of the Company’s
investments in subsidiaries as at 31 December 2022.
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How we tailored the audit scope
We tailored the scope of our audit to ensure that we performed enough work to be able to give an opinion on the
financial statements as a whole, taking into account the structure of the Group and the Company, the accounting
processes and controls, and the industry in which they operate.
As referred to above, the Group is organised into three reportable segments - Content, Data&Digtial Media ‘DDM’ and
Technology Services. Each segment is further divided into 132 legal entities with 24 legal entities considered as Group
holding companies outside of a reportable segment.
The Group’s accounting processes for its operations are structured around a local finance function at each component,
which are supported by the practice finance team and the Group’s central functions in both the United Kingdom and
the Netherlands. Each component reports to the Group through an integrated consolidation system.
Based on our risk and materiality assessments, we determined which components required an audit of their
complete financial information having consideration to the significance of each component to the Group taking into
consideration the Group’s significant inherent risks and the overall coverage achieved over each material financial
statement line item within the financial statements.
We scoped in 11 components requiring an audit of their complete financial information, of which 2 were considered to
be financially significant components. Of the 2, one was audited by PwC US and one by the Group engagement team.
In addition, 16 components were scoped in for the audit of significant account balances and transactions to obtain
appropriate coverage of all material balances.
Taken together, the components where we performed our audit and specified procedures work accounted for 76% of
the Group’s consolidated revenue.
The Group engagement team were significantly involved at all stages of the component audits by virtue of numerous
communications throughout, including the issuance of detailed audit instructions and review and discussions of the
audit approach and findings, in particular over our areas of focus. The Group audit team met with local management
and the component audit teams and attended their clearance meetings.
In addition, we reviewed the component team reporting results and their supporting working papers, which together
with the additional procedures performed at Group level, gave us the evidence required for our opinion on the financial
statements as a whole. Our audit procedures at the Group level included the audit of the consolidation, goodwill,
acquisitions, cash and cash equivalents, share-based payments and taxes.
The financial statements of the Company are prepared using the same accounting processes and controls as the
Group’s central functions and were audited by the Group audit team.
The impact of climate risk on our audit
As part of our audit procedures, we have considered the potential impact of climate change on the Group’s operations
and its financial statements.
The Group continues to develop its assessment of the potential impacts of climate change as explained in the ESG
report on pages 37 to 64.
As a part of our audit, we obtained management’s climate related risk assessment and held a number of discussions
with management to understand their process of identifying climate related risks, the determination of mitigating
actions and the impact on the Group’s financial statements. As a result of our procedures we concluded that the key
areas in the financial statements which are more likely to be materially impacted by climate change are those areas
that are based on future cash flows. As such, we particularly considered how the commitments made by the Group
would impact the assumptions made in the forecasts prepared by management that are used in the Group’s impairment
assessment, for assessing both the recoverability of goodwill and the investments held by the Company.
Our procedures were performed with the involvement of our Environmental, Social and Governance specialists and
included reading the disclosures in relation to climate change within the Annual Report and considered its consistency
with the financial statements and our knowledge from the audit. We did not identify any material impact on our key
audit matters or the wider audit for the year ended 31 December 2022.
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Materiality
The scope of our audit was influenced by our application of materiality. We set certain quantitative thresholds for
materiality. These, together with qualitative considerations, helped us to determine the scope of our audit and the
nature, timing and extent of our audit procedures on the individual financial statement line items and disclosures and in
evaluating the effect of misstatements, both individually and in aggregate on the financial statements as a whole.
Based on our professional judgement, we determined materiality for the financial statements as a whole as follows:
Financial Statements – Group Financial Statements – Company
Overall materiality £10 million (2021: £6.8 million). £10.5 million (2021: £9 million).
How we determined it approximately 1% of revenue approximately 1% of total assets
Rationale for
benchmarkapplied
Based on the benchmarks used in the
Annual Report, revenue is the primary
measure used by the shareholders in
assessing the performance of the
Group,and is a generally accepted
auditing benchmark.
We have chosen this as our benchmarkas
it is a key performance measure disclosed
to users of the financial statements.
This figure takes prominence in the
Annual Report, as well as the
communications to both the shareholders
and the market. Based on this it is
considered appropriate to use revenue as
an appropriate benchmark.
We considered total assets to be an
appropriate benchmark for the Company,
given that it is the ultimate holding
Company and holds material investments
in subsidiary undertakings. Total assets
isalso a generally accepted
auditingbenchmark.
For each component in the scope of our Group audit, we allocated a materiality that is less than our overall
Group materiality. The range of materiality allocated across components was between £500,000 and £9 million.
Certain components were audited to a local statutory audit materiality that was also less than our overall
Group materiality.
We use performance materiality to reduce to an appropriately low level the probability that the aggregate of
uncorrected and undetected misstatements exceeds overall materiality. Specifically, we use performance materiality
in determining the scope of our audit and the nature and extent of our testing of account balances, classes of
transactions and disclosures, for example in determining sample sizes. Our performance materiality was 50%
(2021: 75%) of overall materiality, amounting to £5 million (2021: £5.1 million) for the Group financial statements and
£5.25 million (2021: £6.8 million) for the Company financial statements.
In determining the performance materiality, we considered a number of factors – the history of misstatements, risk
assessment and aggregation risk and the effectiveness of controls – and concluded that an amount at the lower end
ofour normal range was appropriate.
We agreed with the Audit and Risk Committee that we would report to them misstatements identified during our audit
above £0.3 million (Group audit) (2021: £0.3 million) and £0.3 million (Company audit) (2021: £0.5 million) as well as
misstatements below those amounts that, in our view, warranted reporting for qualitative reasons.
S
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4

Independent auditors’ report to
the members of S
4
Capital plc continued
Conclusions relating to going concern
Our evaluation of the directors’ assessment of the Group’s and the Company’s ability to continue to adopt the going
concern basis of accounting included:
• Reading management’s paper to the Audit and Risk Committee in respect of going concern, and agreeing the
forecasts set out in this paper to the underlying base case cash flow model and board approved budgets;
• Obtaining and examining management’s base case forecast and downside scenarios, including those that
incorporate the unpredictability of the wider macroeconomic environment, checking that the forecasts have been
subject to board review and approval;
• Considering the historical reliability of management’s forecasting for cash flow and net debt by comparing budgeted
results to actual performance;
• Auditing the key inputs into the model to ensure that these were consistent with our understanding and inputs used
in other key accounting judgements within the financial statements;
• Performing our own independent sensitivity analysis to understand the impact of changes in cash flow and net debt
on the resources available to the Group; and
• Auditing the covenants applicable to the Group’s borrowings and auditing whether management’s assessment
supports ongoing compliance with those covenants.
Based on the work we have performed, we have not identified any material uncertainties relating to events or
conditions that, individually or collectively, may cast significant doubt on the Group’s and the Company’s ability to
continue as a going concern for a period of at least twelve months from when the financial statements are authorised
for issue.
In auditing the financial statements, we have concluded that the directors’ use of the going concern basis of accounting
in the preparation of the financial statements is appropriate.
However, because not all future events or conditions can be predicted, this conclusion is not a guarantee as to the
Group’s and the Company’s ability to continue as a going concern.
In relation to the directors’ reporting on how they have applied the UK Corporate Governance Code, we have nothing
material to add or draw attention to in relation to the directors’ statement in the financial statements about whether the
directors considered it appropriate to adopt the going concern basis of accounting.
Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant
sections of this report.
Reporting on other information
The other information comprises all of the information in the Annual Report other than the financial statements and our
auditors’ report thereon. The directors are responsible for the other information, which includes reporting based on the
Task Force on Climate-related Financial Disclosures (TCFD) recommendations. Our opinion on the financial statements
does not cover the other information and, accordingly, we do not express an audit opinion or, except to the extent
otherwise explicitly stated in this report, any form of assurance thereon.
In connection with our audit of the financial statements, our responsibility is to read the other information and, in doing
so, consider whether the other information is materially inconsistent with the financial statements or our knowledge
obtained in the audit, or otherwise appears to be materially misstated. If we identify an apparent material inconsistency
or material misstatement, we are required to perform procedures to conclude whether there is a material misstatement
of the financial statements or a material misstatement of the other information. If, based on the work we have
performed, we conclude that there is a material misstatement of this other information, we are required to report that
fact. We have nothing to report based on these responsibilities.
With respect to the Strategic report and Directors’ report, we also considered whether the disclosures required by the
UK Companies Act 2006 have been included.
Based on our work undertaken in the course of the audit, the Companies Act 2006 requires us also to report certain
opinions and matters as described below.
Independent auditors’ report to
the members of S
4
Capital plc continued
Financial statements
S
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Capital plc Annual Report and Accounts 2022
130
Financial statements
S
4
Capital plc
Annual Report and Accounts 2022 130

Strategic report and Directors’ report
In our opinion, based on the work undertaken in the course of the audit, the information given in the Strategic report
and Directors’ report for the year ended 31 December 2022 is consistent with the financial statements and has been
prepared in accordance with applicable legal requirements.
In light of the knowledge and understanding of the Group and company and their environment obtained in the course
of the audit, we did not identify any material misstatements in the Strategic report and Directors’ report.
Directors’ Remuneration
In our opinion, the part of the Remuneration Report to be audited has been properly prepared in accordance with the
Companies Act 2006.
Corporate governance statement
ISAs (UK) require us to review the directors’ statements in relation to going concern, longer-term viability and that part
of the corporate governance statement relating to the Company’s compliance with the provisions of the UK Corporate
Governance Code, which the Listing Rules of the Financial Conduct Authority specify for review by auditors of
premium listed companies. Our additional responsibilities with respect to the corporate governance statement as other
information are described in the Reporting on other information section of this report.
Based on the work undertaken as part of our audit, we have concluded that each of the following elements of the
corporate governance statement is materially consistent with the financial statements and our knowledge obtained
during the audit, and we have nothing material to add or draw attention to in relation to:
• The directors’ confirmation that they have carried out a robust assessment of the emerging and principal risks;
• The disclosures in the Annual Report that describe those principal risks, what procedures are in place to identify
emerging risks and an explanation of how these are being managed or mitigated;
• The directors’ statement in the financial statements about whether they considered it appropriate to adopt the going
concern basis of accounting in preparing them, and their identification of any material uncertainties to the Group’s
and Company’s ability to continue to do so over a period of at least twelve months from the date of approval of the
financial statements;
• The directors’ explanation as to their assessment of the Group’s and Company’s prospects, the period this
assessment covers and why the period is appropriate; and
• The directors’ statement as to whether they have a reasonable expectation that the Company will be able to continue
in operation and meet its liabilities as they fall due over the period of its assessment, including any related disclosures
drawing attention to any necessary qualifications or assumptions.
Our review of the directors’ statement regarding the longer-term viability of the Group and Company was substantially
less in scope than an audit and only consisted of making inquiries and considering the directors’ process supporting
their statement; checking that the statement is in alignment with the relevant provisions of the UK Corporate
Governance Code; and considering whether the statement is consistent with the financial statements and our
knowledge and understanding of the Group and Company and their environment obtained in the course of the audit.
In addition, based on the work undertaken as part of our audit, we have concluded that each of the following elements
of the corporate governance statement is materially consistent with the financial statements and our knowledge
obtained during the audit:
• The directors’ statement that they consider the Annual Report, taken as a whole, is fair, balanced and
understandable, and provides the information necessary for the members to assess the Group’s and Company’s
position, performance, business model and strategy;
• The section of the Annual Report that describes the review of effectiveness of risk management and internal control
systems; and
• The section of the Annual Report describing the work of the Audit and Risk Committee.
We have nothing to report in respect of our responsibility to report when the directors’ statement relating to the
Company’s compliance with the Code does not properly disclose a departure from a relevant provision of the Code
specified under the Listing Rules for review by the auditors.
S
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S
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Independent auditors’ report to
the members of S
4
Capital plc continued
Responsibilities for the financial statements and the audit
Responsibilities of the directors for the financial statements
As explained more fully in the Statement of Directors’ responsibilities in respect of the financial statements, the
directors are responsible for the preparation of the financial statements in accordance with the applicable framework
and for being satisfied that they give a true and fair view. The directors are also responsible for such internal control as
they determine is necessary to enable the preparation of financial statements that are free from material misstatement,
whether due to fraud or error.
In preparing the financial statements, the directors are responsible for assessing the Group’s and the Company’s
ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going
concern basis of accounting unless the directors either intend to liquidate the Group or the Company or to cease
operations, or have no realistic alternative but to do so.
Auditors’ responsibilities for the audit of the financial statements
Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from
material misstatement, whether due to fraud or error, and to issue an auditors’ report that includes our opinion.
Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with
ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are
considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic
decisions of users taken on the basis of these financial statements.
Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line
with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud.
The extent to which our procedures are capable of detecting irregularities, including fraud, is detailed below.
Based on our understanding of the Group and industry, we identified that the principal risks of non-compliance
with laws and regulations related to employment and health and safety legislation, and we considered the extent to
which non-compliance might have a material effect on the financial statements. We also considered those laws and
regulations that have a direct impact on the financial statements such as tax legislation and the Companies Act 2006.
We evaluated management’s incentives and opportunities for fraudulent manipulation of the financial statements
(including the risk of override of controls), and determined that the principal risks were related to posting inappropriate
journal entries and management bias within accounting estimates. The Group engagement team shared this risk
assessment with the component auditors so that they could include appropriate audit procedures in response to such
risks in their work. Audit procedures performed by the Group engagement team and/or component auditors included:
• Understanding and evaluating the design and implementation of controls designed to prevent and detect
irregularities and fraud;
• Inquiry of management, the Audit and Risk Committee, Internal Audit and the Group’s legal advisers regarding their
consideration of known or suspected instances of non-compliance with laws and regulations and fraud;
• Identifying and testing journal entries, in particular any journal entries posted with unusual account combinations;
• Inquiry of management and the Audit and Risk Committee regarding their consideration of fraud and the risk of
management override of controls through the use of intercompany balances and transactions;
• Identifying and testing intercompany balances to ensure they were genuine and were eliminated appropriately within
the consolidated financial statements;
• Scoping in all bank accounts for bank confirmation or alternative procedures where bank confirmations could not be
obtained (see the scope of our audit section above); and
• Challenging assumptions and judgements made by management in respect of critical accounting judgements and
significant accounting estimates, and assessing these judgements and estimates for management bias.
There are inherent limitations in the audit procedures described above. We are less likely to become aware of instances
of non-compliance with laws and regulations that are not closely related to events and transactions reflected in the
financial statements. Also, the risk of not detecting a material misstatement due to fraud is higher than the risk of not
detecting one resulting from error, as fraud may involve deliberate concealment by, for example, forgery or intentional
misrepresentations, or through collusion.
Independent auditors’ report to
the members of S
4
Capital plc continued
Financial statements
S
4
Capital plc Annual Report and Accounts 2022
132
Financial statements
S
4
Capital plc
Annual Report and Accounts 2022 132

Our audit testing might include testing complete populations of certain transactions and balances, possibly using data
auditing techniques. However, it typically involves selecting a limited number of items for testing, rather than testing
complete populations. We will often seek to target particular items for testing based on their size or risk characteristics.
In other cases, we will use audit sampling to enable us to draw a conclusion about the population from which the
sample is selected.
A further description of our responsibilities for the audit of the financial statements is located on the FRC’s website at:
www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditors’ report.
Use of this report
This report, including the opinions, has been prepared for and only for the Company’s members as a body in
accordance with Chapter 3 of Part 16 of the Companies Act 2006 and for no other purpose. We do not, in giving these
opinions, accept or assume responsibility for any other purpose or to any other person to whom this report is shown or
into whose hands it may come save where expressly agreed by our prior consent in writing.
Other required reporting
Companies Act 2006 exception reporting
Under the Companies Act 2006 we are required to report to you if, in our opinion:
• we have not obtained all the information and explanations we require for our audit; or
• adequate accounting records have not been kept by the Company, or returns adequate for our audit have not been
received from branches not visited by us; or
• certain disclosures of directors’ remuneration specified by law are not made; or
• the Company financial statements and the part of the Remuneration Report to be audited are not in agreement with
the accounting records and returns.
We have no exceptions to report arising from this responsibility.
Appointment
Following the recommendation of the Audit and Risk Committee, we were appointed by the members on 28 January
2019 to audit the financial statements for the year ended 31 December 2018 and subsequent financial periods.
The period of total uninterrupted engagement is five years, covering the years ended 31 December 2018 to
31 December 2022.
Other matter
As required by the Financial Conduct Authority Disclosure Guidance and Transparency Rule 4.1.14R, these financial
statements form part of the ESEF-prepared annual financial report filed on the National Storage Mechanism of the
Financial Conduct Authority in accordance with the ESEF Regulatory Technical Standard (‘ESEF RTS’). This auditors’
report provides no assurance over whether the annual financial report has been prepared using the single electronic
format specified in the ESEF RTS.
Mark Jordan (Senior Statutory Auditor)
for and on behalf of PricewaterhouseCoopers LLP
Chartered Accountants and Statutory Auditors
London
13 April 2023
S
4
Capital plc Annual Report and Accounts 2022 133
2310 4
S
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Capital plc Annual Report and Accounts 2022 133
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4

Consolidated statement of profit or loss
For the year ended 31 December 2022
Notes
2022
£’000
2021
£’000
Revenue 5 1,0 6 9 , 4 8 9 68 6 ,6 01
Direct costs (1 77 ,797) (12 6 , 3 3 8)
Net revenue 8 9 1, 6 9 2 5 60, 26 3
Personnel costs 6 (68 2 , 072) (412 , 5 3 7)
Other operating expenses 6 (83, 327) (49,829)
Acquisition, restructuring and other expenses 6 (155,873) (8 3,496)
Depreciation, amortisation and impairment 6 (1 0 5 , 711) (56,456)
Share of loss of joint venture 14 (5) –
Total operating expenses (1,026,988) (6 0 2 , 318)
Operating loss (13 5 , 2 9 6) (42 ,05 5)
Adjusted operating profit 1 1 4,096 9 4,80 8
Adjusting items
1
(24 9,3 92) (13 6 , 8 6 3)
Operating loss (13 5 , 2 9 6) (42,055)
Finance income 7 1,4 9 3 1, 0 3 2
Finance costs 7 (27 ,200) (13 , 2 8 3)
Net finance costs (25, 70 7) (12, 251)
Gain/(loss) on the net monetary position 1, 3 3 7 (1, 3 4 4)
Loss before income tax (1 59 ,666) (55,6 50)
Income tax credit/(expense) 8 32 (1, 0 6 5)
Loss for the year (15 9 , 6 3 4) (5 6 , 715)
Attributable to owners of the Company (15 9 , 6 3 4) (56, 71 5)
Attributable to non-controlling interests – –
(15 9 , 6 3 4) (5 6 , 715)
Loss per share is attributable to the ordinary equity holders of the Company
Basic loss per share (pence) 9 (2 7. 0) (10 . 3)
Diluted loss per share (pence) 9 (2 7. 0) (10 . 3)
Note:
1. Adjusting items comprises amortisation and impairment of intangibles of £7 8 .8 million (2021: £3 9. 5 million) , acquisition and restructuring expenses of
£155. 9 million (2021: £8 3. 5 million) and share-based payments of £14 .7 million (2021: £13 .9 million). See Note 6.
The results for the year are wholly attributable to the continuing operations of the Group.
The accompanying notes on pages 139 to 193 form an integral part of these consolidated financial statements.
Financial statements
134 S
4
Capital plc Annual Report and Accounts 2022

Consolidated statement of comprehensiveincome
For the year ended 31 December 2022
2022
£’000
2021
£’000
Loss for the year (15 9 , 6 3 4) (5 6 , 715)
Other comprehensive (expense)/income
Items that will not be reclassified to profit or loss
Remeasurement of net defined benefit pension liabilities (1) –
Items that may be reclassified to profit or loss
Foreign operations – foreign currency translation differences 70,673 (6,358)
Other comprehensive income/(expense) 70,672 (6,358)
Total comprehensive expense for the year (88,9 62) (6 3 ,073)
Attributable to owners of the Company (88,9 62) (6 3, 073)
Attributable to non-controlling interests – –
(88,9 62) (6 3 ,073)
The accompanying notes on pages 139 to 193 form an integral part of these consolidated financial statements.
135
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S
4
Capital plc Annual Report and Accounts 2022

Consolidated balance sheet
At 31 December 2022
Notes
2022
£’000
2021
Restated
1
£’000
Assets
Goodwill 10 720, 3 6 5 6 24 , 9 8 9
Intangible assets 11 4 4 5 ,16 1 35 6, 28 9
Right-of-use assets 12 55, 703 3 6,6 08
Property, plant and equipment 13 2 9 ,70 1 2 1, 5 4 8
Deferred tax assets 15 16, 8 2 7 6,526
Other receivables 16 12 ,2 0 8 3 ,1 8 5
Non-current assets 1, 2 7 9 , 9 6 5
1,049,145
Trade and other receivables 16 440, 799 335,4 98
Cash and cash equivalents 17 2 2 3 , 574 3 0 1, 0 2 1
Current assets 66 4 ,373 6 3 6 , 519
Total assets 1 ,944,338 1,68 5,6 64
Liabilities
Deferred tax liabilities 15 (65 ,960) (6 8 ,6 27)
Loans and borrowings 19 (326,225) (3 0 8 , 5 7 1)
Lease liabilities 12 (4 3 ,12 2) (3 1 ,423)
Contingent consideration and holdbacks 20 (11, 2 7 8) (3 1 , 74 9)
Other payables 18 (5,6 87) (2,8 4 5)
Non-current liabilities (4 52 , 2 72) (4 4 3 , 2 15)
Trade and other payables 18 (4 4 3 ,17 1) (33 4,916)
Contingent consideration and holdbacks 20
(177,329)
(8 6, 677)
Loans and borrowings 19 (67 4) (2,523)
Lease liabilities 12 (15 , 2 74) (10 , 5 4 5)
Tax liabilities (6,0 0 9) (6,550)
Current liabilities (6 42 , 4 57) (4 41, 2 11)
Total liabilities (1, 0 9 4 ,7 2 9) (884,426)
Net assets 849 , 609 8 0 1, 2 3 8
Equity
Share capital 141, 9 5 8 1 38,827
Share premium 5,86 6 4 4 6 , 9 10
Merger reserves 21 – 2 0 5 , 7 17
Other reserves 1 7 5, 1 92 76 , 6 5 4
Foreign exchange reserves 48 ,469 (22, 20 3)
Retained earnings/(accumulated losses) 478 ,0 2 4 (4 4 ,76 7)
Attributable to owners of the Company 8 49, 5 09
801,138
Non-controlling interests 21 10 0 10 0
Total equity 849 , 609 8 0 1, 2 3 8
Note:
1. The comparatives as at 31 December 2021 have been restated for measurement period adjustments in respect of business combinations and
re-presented to split out certain balance sheet items and provide more clarity for the year ended 31 December 2022. See Note 2.
The accompanying notes on pages 139 to 193 form an integral part of these consolidated financial statements.
The consolidated financial statements of S
4
Capital plc on pages 194 to 200, Company registration number 10476913,
were approved by the Board of Directors on 13 April 2023 and signed on its behalf by:
Sir Martin Sorrell Mary Basterfield
Executive Chairman Group Chief Financial Officer
Financial statements
136 S
4
Capital plc Annual Report and Accounts 2022

Consolidated statement of changes in equity
For the year ended 31 December 2022
Equity Notes
Share
capital
£’000
Share
premium
£’000
Merger
reserves
£’000
Other
reserves
£’000
Foreign
exchange
reserves
£’000
Retained
earnings/
(accumulated
losses)
£’000
Total
£’000
Non-
controlling
interests
£’000
Total equity
£’000
At 1 January 2021 13 5 , 516 3 6 4 ,19 5 2 0 5 , 7 17 29 , 2 75 (15 , 8 4 5) (3 ,1 8 1) 71 5,677 10 0 71 5,777
Comprehensive loss for the year
Loss for the year – – – – – (5 6 , 715) (5 6 , 715) – (5 6 , 715)
Other comprehensive
income – – – – (6,358) – (6,358) – (6,358)
Total comprehensive loss for
the year – – – – (6,35 8) (5 6 , 715) (6 3,073) – (63 ,073)
Hyperinflation
revaluation – – – 1, 6 3 3 – – 1, 6 3 3 – 1, 6 3 3
Transactions with owners of the Company
Issue of Ordinary
Shares 21 – – – – – – – – –
Business
combinations 21 3 , 3 11 8 2, 715 – 45,856 – – 1 31, 8 8 2 – 13 1, 8 8 2
Share-based
payments 23 – – – (11 0) – 1 5 ,1 2 9 15 , 0 19 – 15 , 0 19
At 31 December 2021 13 8 , 8 2 7 446,91 0 2 0 5 , 7 17 76,6 5 4 (22,203) (4 4 ,76 7)
801,138
10 0 8 01, 2 3 8
At 1 January 2022 13 8 , 8 2 7 446,910 2 0 5 , 7 17 76,6 5 4 (22,203) (4 4 ,76 7)
801,138
10 0 8 01, 2 3 8
Hyperinflation restatement – – – 3,26 6 – – 3, 266 – 3, 26 6
Adjusted
openingbalance 1 38,827 44 6 , 9 10 2 0 5 , 7 17 79,92 0 (22, 20 3) (4 4,7 67) 8 04,40 4 10 0 804,504
Comprehensive loss for the year
Loss for
the year – – – – – (159,63 4) (159,63 4) – (159,634)
Other comprehensive
expense – – – – 70, 672 – 70,672 – 70 ,672
Total comprehensive income/
(loss) for the year – – – – 70,672 (15 9 , 6 3 4) (8 8,962) – (8 8,962)
Transactions with owners of the Company
Issue of Ordinary
Shares 21 – – – – – – – – –
Realised merger
reserve 21 – (4 6 2,7 0 5) (2 0 5 , 7 17) – – 66 8,422 – – –
Business
combinations 21 3 ,13 1 2 1, 6 6 1 – 9 4,8 52 – – 119 , 6 4 4 – 119 , 6 4 4
Share-based
payments 23 – – – 420 – 14 , 0 0 3 1 4,423 – 1 4,423
At 31 December 2022 141, 9 5 8 5,866 – 1 75, 1 92 48,469 47 8 ,0 2 4 84 9,5 0 9 10 0 849 ,609
Notes:
1. Other reserves include the deferred equity consideration of £17 1. 8 million (2021: £77.0 million), which comprises TheoremOne for £5 5.0 million
(2021: £nil), Raccoon for £4 3 .0 million (2021: £16 . 8 million), Decoded for £4 8 .0 million (2021: £47 .9 million), XX Artists for £7 .8 million (2021: £nil),
Cashmere for £6 .9 million (2021: £6 .9 million), Zemoga for £8 .7 million (2021: £5 .4 million), 4 Mile for £2 .3 million (2021: £nil) and Destined
for £0.1 million (2021: £nil), the treasury shares issued in the name of S
4
Capital plc to an employee benefit trust for the amount of £1. 8 million
(2021: £2 . 5 million), and the impact of hyperinflation in Argentina of £4 .9 million (2021: £1.6 million).
2. Hyperinflation restatement to 1 January 2021. See Note 3.
3. During the year ended 31 December 2022, the Group undertook a reduction of capital to effect the cancellation of the C ordinary shares resulting from
the capitalisation of the sum of £205,717 ,000 standing to the credit of the Company’s merger reserve.
The accompanying notes on pages 139 to 193 form an integral part of these consolidated financial statements.
137
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4
S
4
Capital plc Annual Report and Accounts 2022

Consolidated statement of cash flows
For the year ended 31 December 2022
Notes
2022
£’000
2021
£’000
Cash flows from operations 24 9 7, 2 5 0 6 8,49 6
Income taxes paid (18 , 9 8 8) (13 , 8 74)
Net cash flows from operating activities 78, 2 62 5 4,62 2
Cash flows from investing activities
Investments in intangible assets 11 (1, 512) (3,4 58)
Investments in property, plant and equipment 13 (16 , 3 7 9) (11 ,11 9)
Acquisition of subsidiaries, net of cash acquired (12 3 , 6 5 5) (8 6 ,6 0 4)
Tax paid as result of acquisition – (5, 1 16)
Financial fixed assets 1,75 5 (323)
Cash flows from investing activities (13 9 , 7 9 1) (10 6 , 6 2 0)
Cash flows from financing activities
Proceeds from issuance of shares 206 1 ,1 4 3
Additional borrowings during the year 19 – 3 4 2,9 9 4
Payment of lease liabilities 12 (17, 5 3 4) (10 , 9 0 3)
Repayments of loans and borrowings 19
(891) (110,895)
Transaction costs paid on borrowings – (8 , 379)
Interest paid (14 ,16 6) (5,53 0)
Cash flows from financing activities (32 ,38 5) 2 0 8,43 0
Net movement in cash and cash equivalents (93,91 4) 1 56, 432
Cash and cash equivalents beginning of the year
1
17 299, 1 22 1 42,052
Exchange gain on cash and cash equivalents 18 , 3 5 0 638
Cash and cash equivalents at the end of the year
1
17 223,558 299, 1 22
Notes:
1. Including bank overdrafts £nil (2021: £1. 9m).
The accompanying notes on pages 139 to 193 form an integral part of these consolidated financial statements.
Financial statements
138 S
4
Capital plc Annual Report and Accounts 2022

Notes to the consolidated financial statements
1. General information
S
4
Capital Plc (‘S
4
Capital’ or ‘Company’), is a public Company, limited by shares, incorporated on 14 November 2016
in England, United Kingdom. The Company has its registered office at 12 St James’s Place, London, SW1A 1NX,
United Kingdom.
The consolidated financial statements represent the results of the Company and all its subsidiaries (together referred
to as ‘S
4
Capital Group’ or the ‘Group’). An overview of the subsidiaries is included in Note 29.
S
4
Capital Group’s principal activities are focused on the provision of new age/new era digital advertising and
marketing services.
2. Basis of preparation
A. Statement of compliance
The financial statements of S
4
Capital plc have been prepared in accordance with UK-adopted International
Accounting Standards and with the requirements of the Companies Act 2006 as applicable to companies reporting
under those standards and disclosure guidance and transparency rules sourcebook of the United Kingdom’s Financial
Conduct Authority.
The consolidated financial statements were authorised for issue by the Board of Directors on 13 April 2023.
B. Functional and presentation currency
Items included in the financial statements of each of the Group’s entities are measured using the currency of the
primary economic environment in which the entity operates (the functional currency). The consolidated financial
statements are presented in Pound Sterling (£ or GBP), the Group’s functional currency. All financial information in
Pound Sterling has been rounded to the nearest thousand unless otherwise indicated.
C. Basis of measurement
The consolidated financial statements are prepared on a going concern basis. The consolidated financial statements
are prepared on the historical cost basis, except for the fair value measurement of contingent considerations and fair
value measurement of plan assets in our defined benefit pension plan. The accounting principle have been consistently
applied over the reporting periods.
Going Concern
The Board of Directors has thoroughly assessed the Group and Company’s capacity to sustain operations as a
going concern.
As indicated in the preliminary results announcement, the anticipated growth of our markets in 2023 is expected
to be slower due to subdued global economic conditions influenced by inflation and rising interest rates. The Board
has examined the Group’s cash flow projections for the period extending until December 31, 2024, under both base
and severe yet plausible downside scenarios. These assessments take into account uncertainties such as inflation,
decreased demand, and the potential impacts of these uncertainties on growth rates, macroeconomic conditions, and
the Group as a whole. The primary assumptions in the base case are in accordance with the Group’s Board-approved
2023-25 three-year plan. Severe yet plausible downside scenarios foresee only a 7% increase in net revenue for 2023
and a 5% increase for 2024. Management is confident that these forecasts have been prudently established and
consider potential effects on growth rates and trading performance.
The Group possesses substantial financial resources. As of December 31, 2022, the Group’s financial resources
amounted to £324 million, comprising cash and bank balances of £224 million and an undrawn £100 million equivalent
multicurrency senior secured revolving credit facility, which is set to expire in August 2026. These facilities ensure that
the Group has access to adequate cash resources and working capital.
The Board is confident that the Group and Company can operate within the confines of their current debt and revolving
credit facility while maintaining sufficient liquidity to fulfil its financial obligations as they become due for at least
12 months from the date of signing these financial statements. Consequently, the Group and Company will continue to
employ the going concern basis in the preparation of their financial statements.
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2. Basis of preparation continued
D. Critical accounting judgements and estimates
In preparing these consolidated financial statements, S
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Capital Group makes certain judgements and estimates.
Judgements and estimates are continually evaluated based on historical experience and other factors, including
the expectations of future events that are believed to be reasonable under the circumstances. In the future, actual
experience may differ from these judgements and estimates.
The judgments and estimates that have a significant risk of causing a material adjustment to the carrying amounts of
assets and liabilities within the next financial year are discussed below.
Judgements
Revenue recognition
The Group’s revenue is earned from the provision of data and digital media solutions and technology services.
Under IFRS 15, revenue from contracts with customers is recognised as, or when, the performance obligation
is satisfied.
Specifically for the Content segment, due to the size and complexity of contracts, management is required to form
a number of judgements in the determination of the amount of revenue to be recognised including the identification
of performance obligations within the contract and whether the performance obligation is satisfied over time
or at a point in time. The key judgment is whether revenue should be recognised over time or at point in time.
Where revenue is recognised over time, an estimate must be made regarding the progress towards completion of the
performance obligation.
See Note 3 for a full description of the Group’s revenue accounting policies.
Impairment of goodwill and intangible assets
The Group applies judgement in determining whether the carrying value of goodwill and intangible assets have
any indication of impairment on an annual basis, or more frequently if required. Both external and internal factors
are monitored for indicators of impairment. When performing the impairment review, management’s approach for
determining the recoverable amount of a cash-generating unit is based on the higher of value in use or fair value less
cost to dispose. In determining the value in use, estimates and assumptions are used to derive cashflows, growth rates
and discount rates. The value in use is compared with the carrying amount of the cash generating units.
Tax positions
The Group is subject to sales tax in a number of jurisdictions. Judgement is required in determining the provision
for sales taxes due to uncertainty of the amount of tax that may be payable. Provisions in relation to uncertain tax
positions are established on an individual rather than portfolio basis, considering whether, in each circumstance, the
Group considers it is probable that the uncertainty will crystallise.
Use of alternative performance measures
In establishing which items are disclosed separately as adjusting items to enable a better understanding of the
underlying financial performance of the Group, management exercise judgement in assessing the size and nature of
specific items. The Group uses alternative performance measures as we believe these measures provide additional
useful information on the underlying trend, performance, and position of the Group. These underlying measures
are used by the Group for internal performance analyses, and credit facility covenants calculations. The alternative
performance measures include ‘adjusted operating profit’, ‘adjusting items’, ‘EBITDA’ (earnings before interest,
tax, depreciation) and ‘operational EBITDA’. The terms ‘adjusted operating profit’, ‘adjusting items’, ‘EBITDA’ and
‘operational EBITDA’ are not defined terms under IFRS and may therefore not be comparable with similarly titled profit
measures reported by other companies. The measures are not intended to be a substitute for, or superior to, GAAP
measures. A full list of alternative performance measures and non-IFRS measures together with reconciliations to IFRS
or GAAP measures are set out in the Alternative Performance Measures on pages 201 to 205.
Notes to the consolidated financial statements
continued
Financial statements
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Estimates
Fair value of assets and liabilities acquired and measurement of consideration on business combinations
During the year, the Group acquired XX Artists on 1 July 2022, 4 Mile on 11 January 2022 and TheoremOne on 16 May
2022. The most significant fair value adjustments arising on the acquisitions were in relation to allocating the purchase
price to the acquired intangibles recognised in the form of customer relationships.
In determining the fair value of the customer relationships to be recognised, estimates and assumptions are used
in deriving the cashflows, renewal rates and discount rates. The cashflows include estimates of revenue growth,
attrition rates, profit margins, contract durations, discount rates. Management involves external advisers on the
valuation techniques used in determining the fair value of customer relationships. These inputs, combined with our
internal knowledge and expertise on the relevant market growth opportunities, enabled management to determine the
appropriate value of customer relationships. See Note 4 for further details.
The Group recognises contingent consideration on acquisitions, which comprise both performance and employment
linked contingent consideration. The fair value of contingent consideration is based on management’s best estimate of
achieving future targets to which the contingent consideration is linked to, which is the most significant unobservable
input. See Note 4 and 20 for further information.
E. Measurement of fair values
A number of the Group’s accounting policies and disclosures require the measurement of fair values, for both financial
and non-financial assets and liabilities. When measuring the fair value of an asset or a liability, the Group uses market
observable data as far as possible. Fair values are categorised into different levels in a fair value hierarchy based on the
inputs used in the valuation techniques as follows:
• Level 1: quoted prices (unadjusted) in active markets for identical assets or liabilities.
• Level 2: inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly
(i.e. as prices) or indirectly (i.e. derived from prices).
• Level 3: inputs for the asset or liability that are not based on observable market data (unobservable inputs) as
applicable for contingent consideration.
F. New and amended standards and interpretations adopted by the Group
In the current year, the Group has applied a number of amendments to IFRS Accounting Standards issued by the
International Accounting Standards Board (IASB) that are mandatorily effective for an accounting period that begins on
or after 1 January 2022. Their adoption has not had any material impact on the disclosures or on the amounts reported
in these financial statements.
Reference to the Conceptual Framework – Amendments to IFRS 3
The Group has adopted the amendments to IFRS 3 Business Combinations. The amendments update IFRS 3 so that it
refers to the 2018 Conceptual Framework instead of the 1989 Framework. They also add to IFRS 3 a requirement that,
for obligations within the scope of IAS 37 Provisions, Contingent Liabilities and Contingent Assets, an acquirer applies
IAS 37 to determine whether at the acquisition date a present obligation exists as a result of past events.
Property, Plant and Equipment: Proceeds before Intended Use – Amendments to IAS 16
The Group has adopted the amendments to IAS 16 Property, Plant and Equipment. The amendments prohibit
deducting from the cost of an item of property, plant and equipment any proceeds from selling items produced before
that asset is available for use, i.e. proceeds while bringing the asset to the location and condition necessary for it to be
capable of operating in the manner intended by management. Consequently, an entity recognises such sales proceeds
and related costs in profit or loss. The entity measures the cost of those items in accordance with IAS 2 Inventories.
The amendments also clarify the meaning of ‘testing whether an asset is functioning properly’. IAS 16 now specifies
this as assessing whether the technical and physical performance of the asset is such that it is capable of being used
in the production or supply of goods or services, for rental to others, or for administrative purposes. If not presented
separately in the statement of comprehensive income, the financial statements shall disclose the amounts of proceeds
and cost included in profit or loss that relate to items produced that are not an output of the entity’s ordinary activities,
and which line item(s) in the statement of comprehensive income include(s) such proceeds and cost.
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2. Basis of preparation continued
F. New and amended standards and interpretations adopted by the Group continued
Onerous Contracts—Cost of Fulfilling a Contract – Amendments to IAS 37
The Group has adopted the amendments to IAS 37. The amendments specify that the cost of fulfilling a contract
comprises the costs that relate directly to the contract. Costs that relate directly to a contract consist of both the
incremental costs of fulfilling that contract (examples would be direct labour or materials) and an allocation of other
costs that relate directly to fulfilling contracts (an example would be the allocation of the depreciation charge for an
item of property, plant and equipment used in fulfilling the contract).
Annual Improvements to IFRS Accounting Standards 2018-2020 Cycle
The Group has adopted the amendments included in the Annual Improvements to IFRS Accounting Standards 2018-
2020 Cycle. The Annual Improvements include following amendments:
IFRS 9 Financial Instruments
The amendment clarifies that in applying the ‘10 per cent’ test to assess whether to derecognise a financial liability,
an entity includes only fees paid or received between the entity (the borrower) and the lender, including fees paid or
received by either the entity or the lender on the other’s behalf.
IFRS 16 Leases
The amendment of illustrative example 13 to remove the illustration of payments from the lessor relating to leasehold
improvements, to remove any confusion about the treatment of lease incentives.
G. New and amended standards and interpretations not yet adopted
Certain new and amended accounting standards and interpretations have been published that are not mandatory for
31 December 2022 reporting periods and have not been early adopted by the Group. None of these are expected to
have a material impact on the Group in the current or future reporting periods and on foreseeable future transactions.
H. Restatement and re-presentation
The changes made to the fair value of the net identifiable assets acquired and the consideration during the
Measurement Period resulted in an increase in the goodwill balance of £363,000 which has been retrospectively
adjusted (see Note 4).
The impact of the retrospective adjustment on the consolidated balance sheet at 31 December 2021 is shown below.
The consolidated balance sheet has also been re-presented to provide consistently with the presentation of balances
for the year ended 31 December 2022 and provide further clarity by splitting out specific balance sheet items.
31 December 2021
As reported
£’000
Restated
£’000
Re-presented
£’000
As restated
£’000
Goodwill – 363 624,626 624,989
Intangible assets 980,915 – (624,626) 356,289
Total non-current assets 1,048,782 363 – 1,049,14 5
Total assets 1,685,301 363 – 1,685,664
Deferred tax liabilities (68,478) (149) – (68,627)
Total non-current liabilities (443,066) (149) – (443,215)
Trade and other payables (324,059) 93 (10,950) (334,916)
Contingent consideration and holdbacks (86,370) (307) – (86,677)
Tax liabilities (17, 5 0 0) – 10,950 (6,550)
Total current liabilities (440,997) (214) – (441,211)
Total liabilities (884,063) (363) – (884,426)
Net assets 801,238 – – 801,238
Notes to the consolidated financial statements
continued
Financial statements
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3. Significant accounting policies
A. Basis of consolidation
Business combinations
The Group accounts for business combinations using the acquisition method when control is transferred to the
S
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Capital Group. The consideration transferred for the acquisition of a subsidiary comprises the:
• fair values of the assets transferred;
• liabilities incurred to the former owners of the acquired business;
• equity interests issued by the group;
• fair value of any asset or liability resulting from a contingent consideration arrangement; and
• fair value of any pre-existing equity interest in the subsidiary.
Identifiable assets acquired and liabilities and contingent liabilities assumed in a business combination are, with limited
exceptions, measured initially at their fair values at the acquisition date. The Group recognises any non-controlling
interest in the acquired entity on an acquisition-by-acquisition basis either at fair value or at the non-controlling
interest’s proportionate share of the acquired entity’s net identifiable assets.
Acquisition-related costs are expensed as incurred.
The excess of the:
• consideration transferred,
• amount of any non-controlling interest in the acquired entity, and
• acquisition-date fair value of any previous equity interest in the acquired entity
over the fair value of the net identifiable assets acquired is recorded as goodwill. If those amounts are less than the fair
value of the net identifiable assets of the business acquired, the difference is recognised directly in the consolidated
statement of profit or loss as a bargain purchase.
Where settlement of any part of cash consideration is deferred, the amounts payable in the future are discounted
to their present value as at the date of exchange. The discount rate used is the entity’s incremental borrowing rate,
being the rate at which a similar borrowing could be obtained from an independent financier under comparable terms
and conditions.
Contingent consideration is classified either as equity or a financial liability. Amounts classified as a financial liability
are subsequently remeasured to fair value, with changes in fair value recognised as a fair value gain or loss within
acquisition, restructuring and other expenses within the consolidated statement of profit or loss.
Subsidiaries
Subsidiaries are all entities (including structured entities) over which the group has control. The Group controls an
entity where the Group is exposed to, or has rights to, variable returns from its involvement with the entity and has the
ability to affect those returns through its power to direct the activities of the entity. Subsidiaries are fully consolidated
from the date on which control is transferred to the Group. They are deconsolidated from the date that control ceases.
Inter-company transactions, balances and unrealised gains on transactions between Group companies are eliminated.
Unrealised losses are also eliminated unless the transaction provides evidence of an impairment of the transferred
asset. Accounting policies of subsidiaries have been changed where necessary to ensure consistency with the policies
adopted by the Group.
Non-controlling interests in subsidiaries are identified separately from the Group’s equity therein. Those interests
of non-controlling shareholders that entitle their holders to a proportionate share of net assets upon liquidation
may initially be measured at fair value or at the non-controlling interests’ proportionate share of the fair value of the
acquiree’s identifiable net assets. The choice of measurement is made on an acquisition-by-acquisition basis. Non-
controlling interests are initially measured at fair value. Subsequent to acquisition, the carrying value of non-controlling
interests is the value of those interests at initial recognition plus the non-controlling interests’ share of subsequent
changes in equity.
Non-controlling interests in the results and equity of subsidiaries are shown separately in the consolidated statement of
profit or loss, statement of comprehensive income, statement of changes in equity and balance sheet respectively.
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3. Significant accounting policies continued
B. Investments in joint ventures
A joint venture is a joint arrangement whereby the parties that have joint control of the arrangement have rights to the
net assets of the joint arrangement. Joint control is the contractually agreed sharing of control of an arrangement,
which exists only when decisions about the relevant activities require unanimous consent of the parties sharing control.
The results and assets and liabilities of associates or joint ventures are incorporated in these financial statements using
the equity method of accounting.
Under the equity method, an investment is recognised initially in the consolidated statement of financial position at cost
and adjusted thereafter to recognise the Group’s share of the profit or loss and other comprehensive income of the
associate or joint venture. When the Group’s share of losses of a joint venture exceeds the Group’s interest in that joint
venture (which includes any long-term interests that, in substance, form part of the Group’s net investment in the joint
venture), the Group discontinues recognising its share of further losses. Additional losses are recognised only to the
extent that the Group has incurred legal or constructive obligations or made payments on behalf of the joint venture.
C. Revenue recognition
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Capital Group produces digital campaigns, films, creative content, platforms and ecommerce for home-grown
and international brands and provides data & digital media solutions for future thinking marketers and agencies and
provides technology services.
Revenue comprises of gross amounts billed, or billable to clients and is stated exclusive of VAT and equivalent
applicable taxes. The difference between revenue and net revenue represents direct costs. Direct costs comprise
fees and expenses paid to external suppliers when they are engaged to perform all or part of a specific project and
are charged directly to the customer, and where the Group retains quality control oversight. Direct costs are expensed
as incurred.
Costs to obtain a contract are typically expensed as incurred as contracts are generally short term in nature.
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Capital Group determines all the separate performance obligations within the customers’ contract at contract
inception. In many instances, promised services in a contract are not considered distinct or represent a series of
services that are substantially the same with the same pattern of transfer to the customer and, as such, are accounted
for as a single performance obligation.
Revenue is recognised when a performance obligation is satisfied, in accordance with the terms of the contractual
arrangement. This is assessed on a contract-by-contract basis. Revenue is recognised over time when the customer
consumes the services as it is performed or the Group is entitled to payment for the services performed to date.
Where there is no clear consumption by the customer or limited activities that transfer to the customer, revenue is
recognised at a point in time, generally when the services or created content are delivered to the customer.
For each performance obligation that is satisfied over time, revenue is recognised by measuring progress towards
completion of that performance obligation. Revenue recognised over time is based on the proportion of the level
of services performed. Either an input method or an output method, depending on the particular arrangement,
is used to measure progress for each performance obligation. For most fee arrangements, costs incurred are
used as an objective input measure of performance. The primary input of substantially all work performed under
these arrangements is labour and direct costs. There is normally a direct relationship between costs incurred and
the proportion of the contract performed to date. In other circumstances relevant output measures, such as the
achievement of any project milestones stipulated in the contract, are used to assess proportional performance.
Revenue recognised in the current reporting period that related to performance obligations that were satisfied in a prior
reporting period was immaterial.
For our retainer arrangements, we have a stand-ready obligation to perform services on an ongoing basis over
the life of the contract. The scope of these arrangements is broad and generally not reconcilable to another input
or output criteria. In these instances, revenue is recognised using a time-based method resulting in straight-line
revenue recognition.
Where the total project costs exceed the project revenue, the loss is recognised within direct costs and personnel costs
in the consolidated statement of profit or loss. A provision is recognised for such loss. No material onerous contract
provisions have been identified in the year.
Notes to the consolidated financial statements
continued
Financial statements
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Accrued income is a contract asset and is recognised when a performance obligation has been satisfied but has not
yet been billed. Accrued income is transferred to receivables when the right to consideration is unconditional and billed
per the terms of the contractual agreement.
In certain cases, payments are received from customers or amounts are billed with an unconditional right to receive
consideration prior to satisfaction of performance obligations and recognised as deferred income. These balances are
considered contract liabilities and are included in deferred income.
Accrued income and deferred income arising on contracts are included in trade and other receivables and other
payables, as appropriate.
Trade receivables are recognised initially at the amount of consideration that is unconditional, unless they contain
significant financing components when they are recognised at fair value. They are subsequently measured at
amortised cost using the effective interest method, less loss allowance. No element of financing is deemed present as
the sales are made with a general credit term of 30 days; some large multinational customers have credit terms of 45
days to 120 days.
The Group has applied the practical expedients in IFRS 15 not to account for significant financing components where
the timing difference between receiving consideration and transferring control of services or created content to its
customer is one year or less; and to expense the incremental costs of obtaining a contract when the amortisation
period of the asset otherwise recognised would have been one year or less.
The Group has applied the practical expedient permitted by IFRS 15 to not disclose the transaction price allocated to
performance obligations unsatisfied (or partially unsatisfied) as of the end of the reporting period as contracts typically
have an original expected duration of a year or less.
D. Foreign currency
The main foreign currencies for the Group are the US dollar (USD) and Euro (EUR).
Foreign currency transactions and balances
• Foreign currency transactions are translated into the functional currency using the average exchange rates in
the month. Foreign exchange gains and losses resulting from the settlement of such transactions and from the
translation at the reporting period end exchange rates of monetary assets and liabilities denominated in foreign
currencies are recognised in the statement of profit or loss.
• Share capital, share premium and brought forward earnings are translated using the exchange rates prevailing at the
dates of the transactions.
Consolidation of foreign entities
On consolidation, income and expenses of the foreign entities are translated from the local currencies to Pound
Sterling, the presentation currency of the S
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Capital Group, using average exchange rates during the period. All assets
and liabilities of the Group’s foreign operations are translated from the local functional currency to Pound Sterling
using the exchange rates prevailing at the reporting date. The exchange differences arising from the translation of
the net investment in foreign entities are recognised in other comprehensive income and accumulated in a separate
component of equity. Exchange differences are recycled to consolidated profit or loss as a reclassification adjustment
upon disposal of the foreign operation.
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3. Significant accounting policies continued
E. Employee benefits
Short-term employee benefits
Short-term employee benefits are expensed as the related service is provided. A liability is recognised for the amount
expected to be paid if S
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Capital Group has a present legal or constructive obligation to pay this amount as a result of
past service provided by the employee and the obligation can be estimated reliably.
Share-based payments
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Capital Group issues equity-settled share-based payments (including share options) to certain employees and
accounts for these awards in accordance with IFRS 2. The share-based payments are measured at fair value at the
grant date.
The fair value determined at the grant date is recognised in the income statement as an expense on a straight-line
basis over the relevant vesting period, based on the Group’s estimate of the number of shares that will ultimately vest
and adjusted for the effect of non-market vesting conditions. A detailed description of the share-based payment plans
is included in Note 23.
Defined contribution plans
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Capital Group accounts for retirement benefit costs in accordance with IAS 19 Employee Benefits. For defined
contribution plans, contributions are charged to the statement of profit or loss as payable in respect of the
accounting period.
Defined benefit plans
The net liability or asset recognised in the balance sheet in respect of defined benefit pension plans is the present
value of the defined benefit obligation at the end of the reporting period less the fair value of plan assets. The defined
benefit obligation is calculated annually by independent actuaries using the projected unit credit method.
The present value of the defined benefit obligation is determined by discounting the estimated future cash outflows
using interest rates of high-quality corporate bonds that are denominated in the currency in which the benefits will
be paid, and that have terms approximating to the terms of the related obligation. In countries where there is no deep
market in such bonds, the market rates on government bonds are used.
The net interest cost is calculated by applying the discount rate to the net balance of the defined benefit obligation and
the fair value of plan assets. This cost is included in employee benefit expense in the statement of profit or loss.
Remeasurement gains and losses arising from experience adjustments and changes in actuarial assumptions are
recognised in the period in which they occur, directly in other comprehensive income. They are included in retained
earnings in the statement of changes in equity and in the balance sheet.
Changes in the present value of the defined benefit obligation resulting from plan amendments or curtailments are
recognised immediately in profit or loss as past service costs.
F. Hyperinflation
Argentina was designated as a hyperinflationary economy and the financial statements of the Group’s subsidiaries in
Argentina have been adjusted for the effects of inflation.
IAS 29 Financial Reporting in Hyperinflationary Economies requires that the income statement is adjusted for inflation
in the period and translated at the year-end foreign exchange rate and that non-monetary assets and liabilities
on the balance sheet are restated to reflect the change in purchasing power caused by inflation from the date of
initial recognition.
In 2022, this resulted in an increase in an increase in property, plant and equipment of £2.1 million (2021: £0.3 million),
an increase in right of use assets of £2.5 million (2021: £nil), an increase in equity of £nil (2021: £1.6 million) and an
opening equity restatement of £3.3 million (2021: £nil). For the year ended 31 December 2022, this resulted in a gain
on the net monetary position of £1.3 million (2021: loss on the net mohe net monetary position of £1.3 million) in the consolidated
statement of profit or loss. The impact on other non-monetary assets and liabilities in the year was immaterial.
The FACPCE price index (Federación Argentina de Consejos Profesionales de Ciencias Económicas) of 1,132.3 was
used at 31 December 2022 (2021: 582.5). The movement in this index during 2022 was 94.4% (2021: 50.9%).
Notes to the consolidated financial statements
continued
Financial statements
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G. Income tax
Income tax expense comprises current and deferred tax. It is recognised in consolidated statement of profit or
loss except to the extent that it relates to a business combination, or items recognised directly in equity or in other
comprehensive income.
Current tax
Current tax comprises the expected tax payable or receivable on the taxable income or loss for the financial year and
any adjustment to tax payable or receivable in respect of previous years. It is measured using tax rates enacted or
substantively enacted at the reporting date. Current tax assets and liabilities are offset only if certain criteria are met.
Management periodically evaluates positions taken in tax returns with respect to situations in which applicable tax
regulation is subject to interpretation and considers whether it is probable that a taxation authority will accept an
uncertain tax treatment. The group measures its tax balances either based on the most likely amount or the expected
value, depending on which method provides a better prediction of the resolution of the uncertainty.
Deferred tax
Deferred tax is provided using the liability method on temporary differences between the tax bases of assets and
liabilities and their carrying amounts for financial reporting purposes at the reporting date.
Deferred tax liabilities are recognised for all taxable temporary differences, except when the deferred tax liability arises
from the initial recognition of goodwill or an asset or liability in a transaction that is not a business combination and, at
the time of the transaction, affects neither the accounting profit nor taxable profit or loss.
In respect of taxable temporary differences associated with investments in subsidiaries, associates and interests in
joint arrangements, when the timing of the reversal of the temporary differences can be controlled and it is probable
that the temporary differences will not reverse in the foreseeable future.
Deferred tax assets are recognised for deductible temporary differences, the carry forward of unused tax credits and
any unused tax losses. Deferred tax assets are recognised to the extent that it is probable that taxable profit will be
available against which these items can be utilised. The exception to this is when the deferred tax asset relating to the
deductible temporary difference arises from the initial recognition of an asset or liability in a transaction that is not a
business combination and, at the time of the transaction, affects neither the accounting profit nor taxable profit or loss.
In respect of deductible temporary differences associated with investments in subsidiaries, associates and interests
in joint arrangements, deferred tax assets are recognised only to the extent that it is probable that the temporary
differences will reverse in the foreseeable future and taxable profit will be available against which the temporary
differences can be utilised.
The carrying amount of deferred tax assets is reviewed at each reporting date and reduced to the extent that it is no
longer probable that sufficient taxable profit will be available to allow all or part of the deferred tax asset to be utilised.
Unrecognised deferred tax assets are re-assessed at each reporting date and are recognised to the extent that it has
become probable that future taxable profits will allow the deferred tax asset to be recovered.
In assessing the recoverability of deferred tax assets, the Group relies on the same forecast assumptions used
elsewhere in the financial statements and in other management reports.
Deferred tax assets and liabilities are measured at the tax rates that are expected to apply in the year when the asset is
realised or the liability is settled, based on tax rates (and tax laws) that have been enacted or substantively enacted at
the reporting date.
Tax benefits acquired as part of a business combination, but not satisfying the criteria for separate recognition at that
date, are recognised subsequently if new information about facts and circumstances change. The adjustment is either
treated as a reduction in goodwill (as long as it does not exceed goodwill) if it was incurred during the measurement
period or recognised in profit or loss.
The Group offsets deferred tax assets and deferred tax liabilities if and only if it has a legally enforceable right to
set off current tax assets and current tax liabilities and the deferred tax assets and deferred tax liabilities relate to
income taxes levied by the same taxation authority on either the same taxable entity or different taxable entities which
intend either to settle current tax liabilities and assets on a net basis, or to realise the assets and settle the liabilities
simultaneously, in each future period in which significant amounts of deferred tax liabilities or assets are expected to
be settled or recovered.
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3. Significant accounting policies continued
H. Intangible assets
Intangible assets acquired separately are measured on initial recognition at cost. The cost of intangible assets acquired
in a business combination is their fair value at the date of acquisition. Following initial recognition, intangible assets
are carried at cost less any accumulated amortisation and accumulated impairment losses. Internally generated
intangibles, excluding capitalised development costs, are not capitalised and the related expenditure is reflected in
profit or loss in the period in which the expenditure is incurred.
The useful lives of intangible assets are assessed as either finite or indefinite.
Intangible assets with finite lives are amortised over the useful economic life and assessed for impairment whenever
there is an indication that the intangible asset may be impaired. The amortisation period and the amortisation method
for an intangible asset with a finite useful life are reviewed at least at the end of each reporting period. Changes in the
expected useful life or the expected pattern of consumption of future economic benefits embodied in the asset are
considered to modify the amortisation period or method, as appropriate, and are treated as changes in accounting
estimates. The amortisation expense on intangible assets with finite lives is recognised in the consolidated statement
of profit or loss.
Intangible assets with indefinite useful lives are not amortised, but are tested for impairment annually, either individually
or at the cash-generating unit level. The assessment of indefinite life is reviewed annually to determine whether
the indefinite life continues to be supportable. If not, the change in useful life from indefinite to finite is made on a
prospective basis.
An intangible asset is derecognised upon disposal (i.e., at the date the recipient obtains control) or when no future
economic benefits are expected from its use or disposal. Any gain or loss arising upon derecognition of the asset
(calculated as the difference between the net disposal proceeds and the carrying amount of the asset) is included in
the statement of profit or loss.
Goodwill
The Group accounts for business combinations using the acquisition method when control is transferred to the
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Capital Group. The consideration transferred is measured at the fair value of the assets given, equity instruments
issued, and liabilities incurred or assumed at the date of exchange. Costs directly attributable to the acquisition are
expensed in the year. Identifiable assets acquired and liabilities and contingent liabilities assumed in a business
combination are measured initially at their fair values at the acquisition date.
Goodwill represents the excess of the cost of the acquisition over the Group’s interest in the fair value of net identifiable
assets and liabilities acquired. Goodwill is measured at cost less accumulated impairment losses. Where the fair value
of identifiable assets, liabilities and contingent liabilities exceed the fair value of consideration paid, the excess is
credited in full to the profit or loss on the acquisition date.
Other intangible assets – arising on the acquisition of business combinations
Brands, customer relationships and order backlog arising on the acquisition of business combinations, are measured at
cost less accumulated amortisation and accumulated impairment losses. The acquired brands are well-known brands
which are registered, have a good track record and have finite useful lives. Customer relationships are measured at the
time of the business combination and have finite useful lives. Order backlog has finite useful lives and represents the
contracted but not yet fulfilled revenues at the time of the business combination.
Other intangible assets – development expenditure and purchased software
Expenditure on research activities is recognised in profit or loss as incurred. Development expenditure is capitalised
only if the expenditure can be measured reliably, the product or process is technically and commercially feasible,
future economic benefits are probable and the Group intends to and has sufficient resources to complete development
and to use or sell the asset. Otherwise, it is recognised in profit or loss as incurred. Subsequent to initial recognition,
development expenditure is measured at cost less accumulated amortisation and accumulated impairment losses.
Purchased software packages have finite useful lives and are measured at cost less accumulated amortisation and
accumulated impairment losses.
Notes to the consolidated financial statements
continued
Financial statements
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Subsequent expenditure
Subsequent expenditure is capitalised only when it increases the future economic benefits embodied in the specific
asset to which it relates. All other expenditure, including expenditure on internally generated goodwill and brands, is
recognised in profit or loss as incurred.
Impairment of goodwill and intangible assets with indefinite useful lives
The Group assesses, at each reporting date, whether there is an indication that an asset may be impaired. If any
indication exists, or when annual impairment testing for an asset is required, the Group estimates the asset’s
recoverable amount. An asset’s recoverable amount is the higher of an asset’s or CGU’s fair value less costs of
disposal and its value in use. The recoverable amount is determined for an individual asset, unless the asset does not
generate cash inflows that are largely independent of those from other assets or groups of assets. When the carrying
amount of an asset or CGU exceeds its recoverable amount, the asset is considered impaired and is written down to its
recoverable amount.
In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax
discount rate that reflects current market assessments of the time value of money and the risks specific to the
asset. In determining fair value less costs of disposal, recent market transactions are taken into account. If no such
transactions can be identified, an appropriate valuation model is used. These calculations are corroborated by
valuation multiples, quoted share prices for publicly traded companies or other available fair value indicators.
The Group bases its impairment calculation on the most recent budgets and forecast calculations, which are prepared
separately for each of the Group’s CGUs to which the individual assets are allocated. These budgets and forecast
calculations generally cover a period of five years. A long-term growth rate is calculated and applied to project future
cash flows after the fifth year.
Impairment losses of continuing operations are recognised in the statement of profit or loss in expense categories
consistent with the function of the impaired asset, except for assets previously revalued with the revaluation taken
to other comprehensive income (OCI). For such assets, the impairment is recognised in OCI up to the amount of any
previous revaluation.
For assets excluding goodwill, an assessment is made at each reporting date to determine whether there is an
indication that previously recognised impairment losses no longer exist or have decreased. If such indication exists,
the Group estimates the asset’s or CGU’s recoverable amount. A previously recognised impairment loss is reversed
only if there has been a change in the assumptions used to determine the asset’s recoverable amount since the last
impairment loss was recognised. The reversal is limited so that the carrying amount of the asset does not exceed its
recoverable amount, nor exceed the carrying amount that would have been determined, net of depreciation, had no
impairment loss been recognised for the asset in prior years. Such reversal is recognised in the statement of profit or
loss unless the asset is carried at a revalued amount, in which case, the reversal is treated as a revaluation increase.
Goodwill is tested for impairment annually at year end and when circumstances indicate that the carrying value may
be impaired.
Impairment is determined for goodwill by assessing the recoverable amount of each CGU to which the goodwill
relates. When the recoverable amount of the CGU is less than its carrying amount, an impairment loss is recognised.
Impairment losses relating to goodwill cannot be reversed in future periods.
Intangible assets with indefinite useful lives are also tested for impairment annually at year end at the CGU level, as
appropriate, and when circumstances indicate that the carrying value may be impaired.
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3. Significant accounting policies continued
H. Intangible assets continued
Amortisation
Amortisation is charged to profit or loss to allocate the cost of intangible assets over their estimated useful economic
lives, using the straight-line method. Goodwill is not amortised.
The estimated useful economic lives of intangible assets for current and comparative periods are as follows:
• Brands 3 – 20 years
• Customer relationships 6 – 16.5 years
• Order backlog 0 – 3 years
• Others 3 – 10 years
Amortisation methods and useful lives are reviewed at each reporting date and adjusted if appropriate.
Leases
The Group leases most of its offices in cities where it operates.
At inception of a lease contract, the Group assesses whether the contract conveys the right to control the use of an
identified asset for a certain period of time and whether it obtains substantially all the economic benefits from the use
of that asset, in exchange for consideration.
Each lease is recognised as a right-of-use asset with a corresponding liability at the date at which the lease asset is
available for use by the Group. The right-of-use asset is initially measured based on the initial amount of the lease
liability adjusted for any lease payments made at or before the commencement date, plus any initial direct costs
incurred, less any lease incentives received.
The right-of-use asset is depreciated over the shorter of the asset’s useful life and the lease term on a straight-line
basis. Depreciation is recognised in operating expenses costs and interest expense is recognised under finance
expenses in the profit or loss. The lease term includes periods covered by an option to extend if the Group is
reasonably certain to exercise that option. Right-of-use assets are reviewed for indicators of impairment and an
impairment test is performed when an impairment indicator exists.
The lease liability is initially measured at the present value of the lease payments that are not paid at the
commencement date, discounted using the interest rate implicit in the lease or, if that rate cannot be readily
determined, the Group’s incremental borrowing rate for the same term as the underlying lease. Lease payments
included in the measurement of lease liabilities comprise fixed payments less any lease incentives receivable and
variable lease payments that depend on an index or a rate as at the commencement date. Lease modifications result in
remeasurement of the lease liability.
Short-term leases and leases of low value assets
The Group has elected to use the practical expedient not to recognise right-of-use assets and lease liabilities for short-
term leases that have a lease term of 12 months or less from the commencement date and do not contain a purchase
option and leases of low value assets which the present value of the assets is below £5,000. The payments associated
with these leases are recognised as operating expenses over the lease term.
Notes to the consolidated financial statements
continued
Financial statements
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I. Property, plant and equipment
Recognition and measurement
Property, plant and equipment are measured at cost less accumulated depreciation and any accumulated impairment
losses. Historical cost includes expenditure that is directly attributable to bringing the asset to the location and
condition necessary for it to be capable of operating in the manner intended by management. Any gain or loss on
disposal of an item of property, plant and equipment is recognised in profit or loss.
Depreciation
Depreciation is charged to profit or loss to allocate the cost of items of property, plant and equipment less their
estimated residual values over their estimated useful lives, using the straight-line method. The estimated useful lives for
current and comparative periods range as follows:
• Leasehold improvements Over life of lease
• Furniture and fixtures 5 years
• Office equipment 3 – 5 years
• Other assets 3 – 5 years
Depreciation methods, useful lives and residual values are reviewed at each reporting date and adjusted if appropriate.
Impairment
PPE assets are tested for impairment whenever events or changes in circumstances indicate that the carrying amount
may not be recoverable. Any impairment in carrying value is being charged to the consolidated statement of profit
or loss. PPE assets that have been impaired are reviewed for possible reversal of the impairment loss at the end of
each reporting period. The reversal is limited to the carrying amount net of depreciation, had no impairment loss been
recognised in the prior reporting periods.
J. Financial instruments
A financial instrument is any contract that gives rise to a financial asset of one entity and a financial liability or equity
instrument of another entity.
Financial assets – Recognition and initial measurement
On initial recognition, a financial asset is classified as measured at: amortised cost; fair value through other
comprehensive income (FVOCI) – debt investment; FVOCI – equity investment; or fair value through profit and loss
(FVTPL).
The classification of financial assets at initial recognition depends on the financial asset’s contractual cash flow
characteristics and the Group’s business model for managing them. With the exception of trade receivables that do
not contain a significant financing component or for which the Group has applied the practical expedient, the Group
initially measures a financial asset at its fair value plus, in the case of a financial asset not at fair value through profit or
loss, transaction costs. Trade receivables that do not contain a significant financing component or for which the Group
has applied the practical expedient are measured at the transaction price.
In order for a financial asset to be classified and measured at amortised cost or fair value through OCI, it needs to
give rise to cash flows that are solely payments of principal and interest (SPPI) on the principal amount outstanding.
This assessment is referred to as the SPPI test and is performed at an instrument level. Financial assets with cash flows
that are not SPPI are classified and measured at fair value through profit or loss, irrespective of the business model.
The Group’s business model for managing financial assets refers to how it manages its financial assets in order to
generate cash flows. The business model determines whether cash flows will result from collecting contractual cash
flows, selling the financial assets, or both. Financial assets classified and measured at amortised cost are held within
a business model with the objective to hold financial assets in order to collect contractual cash flows while financial
assets classified and measured at fair value through OCI are held within a business model with the objective of both
holding to collect contractual cash flows and selling.
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3. Significant accounting policies continued
J. Financial instruments continued
Classification and subsequent measurement – Financial assets
Financial assets are not reclassified subsequent to their initial recognition unless the Group changes its business
model for managing financial assets, in which case all affected financial assets are reclassified on the first day of the
first reporting period following the change in the business model.
A financial asset is measured at amortised cost if it meets both of the following conditions and is not designated as
at FVTPL:
• it is held within a business model whose objective is to hold assets to collect contractual cash flows; and
• its contractual terms give rise on specified dates to cash flows that are solely payments of principal and interest on
the principal amount outstanding.
A debt investment is measured at FVOCI if it meets both of the following conditions and is not designated as at FVTPL:
• it is held within a business model whose objective is achieved by both collecting contractual cash flows and selling
financial assets; and
• its contractual terms give rise on specified dates to cash flows that are solely payments of principal and interest on
the principal amount outstanding.
On initial recognition of an equity investment that is not held for trading, the Group may irrevocably elect to present
subsequent changes in the investment’s fair value in OCI. This election is made on an investment-by-investment basis.
All financial assets not classified as measured at amortised cost or FVOCI as described above are measured at FVTPL.
On initial recognition, the Group may irrevocably designate a financial asset that otherwise meets the requirements to
be measured at amortised cost or at FVOCI as at FVTPL if doing so eliminates or significantly reduces an accounting
mismatch that would otherwise arise.
Financial assets – Derecognition
The Group derecognises a financial asset when:
• the contractual rights to the cash flows from the financial asset expire; or
• it transfers the rights to receive the contractual cash flows in a transaction in which either:
• substantially all of the risks and rewards of ownership of the financial asset are transferred; or
• the Group neither transfers nor retains substantially all of the risks and rewards of ownership and it does not retain
control of the financial asset.
The Group enters into transactions whereby it transfers assets recognised in its statement of financial position but
retains either all or substantially all of the risks and rewards of the transferred assets. In these cases, the transferred
assets are not derecognised.
Impairment of financial assets
The Group recognises an allowance for expected credit losses (ECLs) for all debt instruments not held at fair value
through profit or loss. ECLs are based on the difference between the contractual cash flows due in accordance with
the contract and all the cash flows that the Group expects to receive, discounted at an approximation of the original
effective interest rate. The expected cash flows will include cash flows from the sale of collateral held or other credit
enhancements that are integral to the contractual terms.
ECLs are recognised in two stages. For credit exposures for which there has not been a significant increase in credit
risk since initial recognition, ECLs are provided for credit losses that result from default events that are possible within
the next 12-months (a 12-month ECL). For those credit exposures for which there has been a significant increase in
credit risk since initial recognition, a loss allowance is required for credit losses expected over the remaining life of the
exposure, irrespective of the timing of the default (a lifetime ECL).
Notes to the consolidated financial statements
continued
Financial statements
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For trade receivables and contract assets, the Group applies a simplified approach in calculating ECLs. Therefore,
the Group does not track changes in credit risk, but instead recognises a loss allowance based on lifetime ECLs at
each reporting date. The Group has established a provision matrix that is based on its historical credit loss experience,
adjusted for forward-looking factors specific to the debtors and the economic environment.
In certain cases, the Group may also consider a financial asset to be in default when internal or external information
indicates that the Group is unlikely to receive the outstanding contractual amounts in full before taking into account
any credit enhancements held by the Group. A financial asset is written off when there is no reasonable expectation of
recovering the contractual cash flows.
Financial liabilities – Initial recognition and measurement
Financial liabilities are classified, at initial recognition, as financial liabilities at fair value through profit or loss, loans and
borrowings or payables as appropriate.
All financial liabilities are recognised initially at fair value and, in the case of loans and borrowings and payables, net of
directly attributable transaction costs.
The Group’s financial liabilities include trade and other payables, loans and borrowings including bank overdrafts.
Financial liabilities – Subsequent measurement
For the purposes of subsequent measurement, financial liabilities are classified in two categories:
• Financial liabilities at fair value through profit or loss.
• Financial liabilities at amortised cost (loans and borrowings).
Financial liabilities at fair value through profit or loss
Financial liabilities at fair value through profit or loss include financial liabilities held for trading and financial liabilities
designated upon initial recognition as at fair value through profit or loss.
Any gains or losses on liabilities held are recognised as a fair value gain or loss in the consolidated statement of profit
or loss.
Financial liabilities designated upon initial recognition at fair value through profit or loss are designated at the initial
date of recognition, and only if the criteria in IFRS 9 are satisfied.
Financial liabilities at amortised cost (loans and borrowings)
After initial recognition, interest-bearing loans and borrowings are subsequently measured at amortised cost using
the effective interest rate (EIR) method. Gains and losses are recognised in profit or loss when the liabilities are
derecognised as well as through the EIR amortisation process.
Amortised cost is calculated by taking into account any discount or premium on acquisition and fees or costs that are
an integral part of the EIR. The EIR amortisation is included as finance costs in the consolidated statement of profit
or loss.
Financial liabilities – Derecognition
The Group derecognises a financial liability when its contractual obligations are discharged or cancelled, or expire.
The Group also derecognises a financial liability when its terms are modified and the cash flows of the modified liability
are substantially different, in which case a new financial liability based on the modified terms is recognised at fair value.
On derecognition of a financial liability, the difference between the carrying amount extinguished and the
consideration paid (including any non-cash assets transferred or liabilities assumed) is recognised in the consolidated
statement of profit or loss as a fair value gain or loss.
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3. Significant accounting policies continued
K. Equity
The Group’s ordinary share capital is classified as equity instruments. Incremental costs directly attributable to the
issue of new shares are shown in equity as a deduction, net of tax, from the proceeds. The Group issues financial
instruments which are treated as equity only to the extent that they do not meet the definition of a financial liability.
These equity instruments are based on a fixed number of shares. These equity instruments include both initial deferred
equity consideration and deferred equity consideration following the achievement of contingent consideration criteria.
L. Cash flow statement
The cash flow statement is prepared using the indirect method. The cash and cash equivalents in the cash flow
statement comprise cash and cash equivalents except for deposits with a maturity of longer than three months and
minus current bank loans drawn under overdraft facilities. Cash flows denominated in foreign currencies are converted
based on average exchange rates. Exchange rate differences affecting cash items are shown separately in the cash
flow statement.
Income taxes paid are included in cash flows from operating activities. Interest paid is included in cash flows from
financing activities. Purchase consideration for amounts paid for acquiring subsidiaries, net of cash acquired, is
included in cash flows from investing activities, insofar as the acquisition is settled in cash. Performance linked
contingent consideration paid is included within the investing activities. Where the estimate of contingent consideration
is adjusted outside of the measurement period, through the consolidated income statement, then the payment
of the difference between the initial estimate and the increased estimate is included within operating cash flows.
Employment linked contingent consideration paid is included in cashflows from operating activities. Principal elements
of lease payments are included in cash flows from financing activities.
4. Acquisitions
Current year acquisitions
Content Practice
On 1 July 2022, S
4
Capital plc announced the business combination between Media.Monks and XX Artists LLC (known
as XX Artists), an award winning Social Media Marketing agency, headquartered in Los Angeles, with a competitive
talent edge, for an expected total consideration of approximately £20.5 million, including initial cash consideration of
£11.8 million. The initial £11.8 million cash outlay was funded through the Group’s own cash resources for the entire
issued share capital of XX Artists. The acquisition will augment the Group’s Social Media Marketing capabilities.
Since the acquisition date, XX Artists contributed £25.3 million to the Group’s revenue and £4.6 million to the Group’s
operational EBITDA for the year ended 31 December 2022.
Included within the total purchase consideration is deferred consideration of £7.8 million and holdbacks of £0.8 million.
The deferred consideration relates to the share issuances which have been deferred with no element contingent on
future events. The holdbacks relate to amounts held back to cover and indemnify the Group against certain acquisition
costs and damages. The Group currently expects to settle the maximum holdback amount. The amount payable would
be dependent on the amount of these acquisition costs and damages, with the minimum amount payable being £nil.
In relation to XX Artists, the employment linked contingent consideration due to the Sellers who remain employees
of the business is deemed to represent employee remuneration given that it will be forfeited in the event of a seller
being a bad leaver and therefore should be excluded from the total purchase consideration. At 31 December 2022,
£35.8 million was included within the employment linked contingent consideration (see Note 20) with no additional
amounts to be accrued in future periods as the liability had been accrued in full. The employment linked contingent
consideration is payable on the basis that XX Artists achieves post acquisition EBITDA targets for the 12 month
period ended 31 December 2022. This represents the maximum amount payable as at the date of the acquisition.
The business is expected to achieve the performance targets in full. If the business does not achieve the minimum
performance target the amount payable would be £nil.
Notes to the consolidated financial statements
continued
Financial statements
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The assets and liabilities in the table below remain provisional as the purchase price allocation has not been fully
finalised at the end of the reporting period.
Book value
£’000
Fair value
adjustments
£’000
Provisional
fair value
£’000
Intangible assets – Customer relationships – 15,402 15,402
Intangible assets – Brand names – 990 990
Property, plant and equipment 388 – 388
Right-of-use asset – 709 709
Other non-current assets 42 – 42
Cash and cash equivalents 96 – 96
Trade and other receivables 9,898 – 9,898
Trade and other payables (8 ,122) – (8,122)
Lease liabilities – (709) (709)
Net identifiable assets 2,302 16,392 18,694
Goodwill 18,192 (16,392) 1,800
Total 20,494 – 20,494
Cash 11,880
Deferred consideration 7,786
Holdbacks 828
Total purchase consideration 20,494
Cash consideration 11,880
Cash and cash equivalents acquired (96)
Cash outflow on acquisition (net of cash acquired) 11,784
Data&Digital Media practice
On 11 January 2022, S
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Capital plc announced the business combination between Media.Monks and 4 Mile
LLC (known as 4 Mile), a California-based leader in data analytics, data engineering, data governance, software
engineering, UX design and project & product management, for an expected total consideration, including
performance linked contingent consideration, of approximately £25.1 million, including initial cash consideration of
£7.0 million. The initial cash outlay was funded through the Group’s own cash resources for the entire issued share
capital of 4 Mile. This will enhance the Group’s global analytics capabilities and expands its client base. Since the
acquisition date, 4 Mile contributed £8.0 million to the Group’s revenue and £0.7 million to the Group’s operational
EBITDA for the year ended 31 December 2022.
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Notes to the consolidated financial statements
continued
4. Acquisitions continued
Included within the total purchase consideration is performance linked contingent consideration of £12.5 million,
deferred consideration of £2.3 million and holdbacks of £3.4 million. The performance linked contingent consideration
is payable on the basis that 4 Mile achieved post acquisition Gross Margin targets for the 12 months ending
31 December 2022.
The deferred consideration of £2.3 million relates to the share issuances which have been deferred with no element
contingent on future events.
The assets and liabilities recognised as a result of the acquisition is as follows:
Book value
£’000
Fair value
adjustments
£’000
Fair value
£’000
Intangible assets – Customer relationships – 7,725 7,725
Intangible assets – Brand names – 366 366
Intangible assets – Order backlog – 822 822
Intangible assets – Software – 325 325
Property, plant and equipment 42 – 42
Other non-current assets 1 – 1
Cash and cash equivalents 2,334 – 2,334
Trade and other receivables 1,674 – 1,674
Trade and other payables (1,525) – (1,525)
Other non-current liabilities (258) – (258)
Net identifiable assets 2,268 9,238 11, 506
Goodwill 22,812 (9,238) 13,574
Total 25,080 – 25,080
Cash 6,964
Deferred consideration 2,264
Performance linked contingent consideration 12,450
Holdbacks 3,402
Total purchase consideration 25,080
Cash consideration 6,964
Cash and cash equivalents acquired (2,334)
Cash outflow on acquisition (net of cash acquired) 4,630
As part of the 4 Mile acquisition, the Group is also contracted to pay employment linked contingent consideration due
to the sellers who remain employees of the business, which is deemed to represent employee remuneration given
that it will be forfeited in the event of a seller being a bad leaver. The full amount of employment linked contingent
consideration, of £6.5 million, had been accrued by 31 December 2022 (see Note 20).
During the period, £6.8 million of the performance linked contingent consideration which had been recognised on
acquisition and £2.8 million relating to employment linked contingent consideration which had been accrued in the
post acquisition period was released into the consolidated statement of profit or loss respectively as performance
targets were not expected to be achieved in full. At 31 December 2022, the performance linked and employment
linked contingent consideration remaining on the balance sheet is £8.8 million and £3.7 million respectively.
The amounts held at 31 December 2022 represent the maximum amount payable as the performance targets have
not been met in full. If the business does not achieve the minimum performance target the amounts payable would be
nil. Given the performance of the business we expect to have commercial discussions with the sellers regarding the
outstanding consideration.
At 31 December 2022, the £5.0 million of holdbacks relates to amounts held back to cover and indemnify the Group
against certain acquisition costs and any damages (see Note 20). The Group currently expects to settle the maximum
holdback amount. The amount payable would be dependent on the acquisition costs and any damages, with the
minimum amount payable being £nil.
Financial statements
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Technology Services practice
On 16 May 2022, S
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Capital plc announced the business combination between Media.Monks and Citrusbyte LLC,
Proof LLC, Technical Performance Services LLC, Lemma Solutions LLC and Formula Partners LLC (collectively
known as TheoremOne), a California-based leader in agile, full-stack innovation, engineering, and design and helps
major enterprises achieve strategic digital transformation, for an expected total consideration of approximately
£143.0 million. The initial consideration of £78.0 million was funded through the Group’s own cash resources for
the entire share capital of TheoremOne. The acquisition augments the Group’s Technology Services and consulting
capabilities and expands its client base. Since the acquisition date, TheoremOne contributed £59.0 million to the
Group’s revenue and £22.5 million to the Group’s operational EBITDA for the year ended 31 December 2022.
Included within the total purchase consideration is deferred equity consideration of £55.0 million and holdbacks of
£10.0 million. The deferred consideration relates to the share issuances which have been deferred with no element
contingent on future events. The holdbacks relate to amounts held back to cover and indemnify the Group against
certain acquisition costs and any damages. The Group currently expects to settle the maximum holdback amount.
The amount payable would be dependent on the amount of these acquisition costs and any damages, with the
minimum amount payable being £nil.
In relation to TheoremOne, the employment linked contingent consideration due to the sellers who remain employees
of the business is deemed to represent employee remuneration given that it will be forfeited in the event of a Seller
being a bad leaver and therefore should be excluded from the total purchase consideration. At the 31 December 2022,
£54.2 million was included within employment linked contingent consideration (see Note 20). A further £28.9 million
will be accrued during the year ended 31 December 2023. The employment linked contingent consideration is payable
on the basis that TheoremOne achieves post acquisition EBITDA targets for the 12 month period ended 31 December
2022. This represents the maximum amount payable as at 31 December 2022. The business is expected to achieve the
performance targets in full. If the business did not achieve the minimum performance target the amount payable would
be £nil.
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Notes to the consolidated financial statements
continued
4. Acquisitions continued
The assets and liabilities in the table below remain provisional as the purchase price allocation have not been fully
finalised at the end of the reporting period.
Book value
£’000
Fair value
adjustments
£’000
Provisional
fair value
£’000
Intangible assets – Customer relationships – 81,102 81,102
Intangible assets – Brand names – 1,881 1,881
Intangible assets – Order backlog – 7,023 7,023
Property, plant and equipment 553 – 553
Other non-current assets 140 – 140
Cash and cash equivalents 5,238 – 5,238
Trade and other receivables 12,780 (1,978) 10,802
Trade and other payables (1,753) – (1,753)
Net identifiable assets 16,958 88,028 104,986
Goodwill 126,034 (88,028) 38,006
Total 142,992 – 142,992
Cash 77,974
Deferred consideration 55,016
Holdbacks 10,002
Total purchase consideration 142,992
Cash consideration 77,974
Cash and cash equivalents acquired (5,238)
Cash outflow on acquisition (net of cash acquired) 72,736
The goodwill represents the potential growth opportunities and synergy effects from the acquisitions. The goodwill
for 4 Mile, TheoremOne and XX Artists is deductible for US tax purposes. Trade receivables, net of expected credit
losses, acquired are considered to be fair value and are expected to be collectable in full. The gross contractual trade
receivables of the acquired companies at the acquisition date total £18.6 million of which £2.0 million was expected to
be uncollectable at the date of acquisition.
The total acquisition costs of £13.2 million (2021: £8.1 million) have been recognised under acquisition and set-up
related expenses in the consolidated statement of profit or loss.
Since the acquisition date, the acquired companies, XX Artists, 4 Mile and TheoremOne, contributed £92.3 million
to the Group’s revenue and £27.8 million operational EBITDA to the Group’s results for the year ended
31 December 2022.
If the acquisitions had occurred on 1 January 2022, the Group’s revenue would have been £1,108.7 million and the
Group’s operational EBITDA for the year would have been £136.3 million.
Financial statements
S
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Capital plc Annual Report and Accounts 2022 158

Prior year acquisitions
The initial accounting for the business combination of Raccoon, Zemoga, Cashmere and Maverick were incomplete
by the 31 December 2021. As required by IFRS 3, the following fair value adjustments have been made during the
measurement period, which had no material impact on the profit and loss statement.
As disclosed at 31
December 2021
At 31 December
2022
Provisional fair
value
£’000
Fair value
adjustments
£’000
Fair value
£’000
Intangible assets – Customer relationships 86,552 – 86,552
Intangible assets – Brand names 2,804 – 2,804
Intangible assets – Order backlog 3,547 – 3,547
Intangible assets – Software 829 – 829
Property, plant and equipment 2,827 – 2,827
Right-of-use asset 6,022 – 6,022
Other non-current assets 703 – 703
Cash and cash equivalents 15,839 – 15,839
Trade and other receivables 20,918 – 20,918
Trade and other payables (21,897) 91 (21,806)
Current taxation (8,439) – (8,439)
Lease liabilities (6,354) – (6,354)
Other non-current liabilities (2,288) – (2,288)
Deferred taxation (16,337) (160) (16,497)
Net identifiable assets 84,726 (69) 84,657
Goodwill 134,975 365 135,340
Total 219,701 296 219,997
Payment in kind (common stock) 56,236 – 56,236
Cash 77, 20 4 – 7 7, 204
Deferred consideration 28,444 – 28,444
Performance linked contingent consideration 45,672 296 45,968
Holdbacks 12,145 – 12,145
Total purchase consideration 219,701 296 219,997
Cash consideration 7 7, 204 – 77, 2 0 4
Cash and cash equivalents acquired (15,839) – (15,839)
Cash outflow on acquisition (net of cash acquired) 61,365 – 61,365
Raccoon Group (Raccoon)
Included within the total purchase consideration is deferred consideration of £16.8 million and holdbacks of
£0.1 million. The deferred consideration relates to the share issuances which have been deferred with no element
contingent on future events. The holdbacks relate to amounts held back due to cover and indemnify the Group against
certain acquisition costs and any damages. The Group currently expects to settle the maximum holdback amount.
The amount payable would be dependent on the amount of these acquisition costs and any damages, with the
minimum amount payable being £nil.
S
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Capital plc Annual Report and Accounts 2022 159
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Notes to the consolidated financial statements
continued
4. Acquisitions continued
In relation to Raccoon, the Group is also contracted to pay contingent consideration due to sellers who remain
employees of the business which is deemed to represent employee remuneration given that it will be forfeited in the
event of a seller being a bad leaver and therefore should be excluded from the total purchase consideration. At the
31 December 2022, the payable balance is £55.1 million with no additional amounts to be accrued in future period
as the liability had been accrued in full. The employment linked contingent consideration is payable on the basis that
Raccoon achieves post acquisition EBITDA targets for the 12 month period ended 31 December 2022. This represents
the maximum amount payable as at the date of the acquisition. The business is expected to achieve the performance
targets in full. If the business did not achieve the minimum performance target the amount payable would be £nil.
Zemoga Group (Zemoga)
The total purchase consideration within the provisional fair value for the year ended 31 December 2021, included
performance linked contingent consideration of £22.0 million (restated to £22.2 million), deferred consideration
of £5.5 million and holdbacks of £7.7 million. During the year ended 31 December 2022, the Group settled the
performance linked contingent consideration and partially settled the holdbacks. The performance linked contingent
consideration represents the maximum amount payable and has been paid during the year as the business achieved
post acquisition EBITDA targets for the 12 months ending 31 December 2021.
The deferred consideration of £5.5 million relates to the share issuances which have been deferred with no element
contingent on future events. The remaining £6.3 million, as at 31 December 2022, of holdbacks relates to amounts
held back due to cover and indemnify the Group against certain acquisition costs and damages. The Group currently
expects to settle the maximum holdback amount. The amount payable would be dependent on the amount of these
acquisition costs and damages, with the minimum amount payable being £nil.
Cashmere Agency Inc (Cashmere)
Included within the total purchase consideration is deferred consideration of £6.2 million and holdbacks of £2.8 million.
The deferred consideration relates to the share issuances which have been deferred with no element contingent on
future events. The holdbacks relates to amounts held back due to cover and indemnify the Group against certain
acquisition costs and any damages. The Group currently expects to settle the maximum holdback amount. The amount
payable would be dependent on the amount of these acquisition costs and any damages, with the minimum amount
payable being £nil.
Jam3
Included within the total purchase consideration is performance linked contingent consideration of £11.0 million and
holdbacks of £0.3 million. The performance linked contingent consideration represents the maximum amount payable
and has been paid during the year ended 31 December 2021 as the business achieved post acquisition EBITDA targets
for the 4 month period ended 31 July 2021. The £0.3 million of holdbacks relates to amounts held back to cover and
indemnify the Group against certain acquisition costs and any damages. The Group currently expects to settle the
maximum holdback amount. The amount payable would be dependent on the amount of these acquisition costs and
any damages, with the minimum amount payable being £nil.
In relation to Jam3, the Group is also contracted to pay contingent consideration due to sellers who remain employees
of the business which is deemed to represent employee remuneration given that it will be forfeited in the event of a
seller being a bad leaver and therefore should be excluded from the total purchase consideration. At the 31 December
2022, no amounts were held within employment linked contingent consideration and no additional amounts to be
accrued in future period as the business achieved post acquisition EBITDA targets for the 12 month period ended
31 December 2022, which the Group settled in the period.
5. Segment information
A. Operating segments
Operating segments are reported in a manner consistent with the internal reporting provided to the chief operating
decision-maker (CODM). The CODM has been identified as the Board of Directors of S
4
Capital Group.
During the year, S
4
Capital Group has three reportable segments as follows:
• Content practice: Creative content, campaigns, and assets at a global scale for paid, social and earned media – from
digital platforms and apps to brand activations that aim to convert consumers at every possible touchpoint.
• Data&Digital Media practice: Full-service campaign management analytics, creative production and ad serving,
platform and systems integration, transition, training and education.
Financial statements
S
4
Capital plc Annual Report and Accounts 2022 160

• Technology Services practice: Digital transformation services in delivering advanced digital product design,
engineering services and delivery services.
The customers are primarily businesses across technology, fast moving consumer goods (FMCG) and media and
entertainment. Any intersegment transactions are based on commercial terms.
The Board of Directors monitor the results of the reportable segments separately for the purpose of making decisions
about resource allocation and performance assessment prior to charges for tax, depreciation and amortisation.
The Board of S
4
Capital Group uses net revenue rather than revenue to manage the Company due to the fluctuating
amounts of direct costs, which form part of revenue.
No analysis of the assets and liabilities of each reportable segment is provided to the CODM in the monthly
management accounts; therefore, no measure of segmental assets or liabilities is disclosed in this Note.
The following is an analysis of the Group’s net revenue and results by reportable segments:
2022
Content
£’000
Data&Digital
Media
£’000
Technology
Services
£’000
Total
£’000
Revenue 755,422 220,498 93,569 1,069,489
Net revenue 582,713 216,818 92,161 891,692
Segment profit
1
74,053 39,870 36,137 150,060
Overhead costs (25,888)
Adjusted non-recurring and acquisition related expenses
2
(170,533)
Depreciation, amortisation and impairment
3
(88,935)
Net finance costs and gain on net monetary position (24,370)
Loss before income tax (159,666)
Notes:
1. Including £16.8m related to depreciation and impairment of right-of-use assets.
2. Comprised of acquisition and restructuring expenses (£155.9 million) and share-based payment costs (£14.7 million). See Note 6.
3. Excluding £16.8m related to depreciation and impairment of right-of-use assets.
2021
Content
£’000
Data&Digital
Media
£’000
Technology
Services
£’000
Total
£’000
Revenue 513,433 165,646 7,522 686,601
Net revenue 385,552 167,079 7,6 32 560,263
Segment profit
1
52,286 55,024 3,087 110,3 97
Overhead costs (9,410)
Adjusted non-recurring and acquisition related expenses
2
(97, 372)
Depreciation, amortisation and impairment
3
(45,670)
Net finance costs and loss on net monetary position (13,595)
Loss before income tax (55,650)
Notes:
1. Including £10.8m related to depreciation of right-of-use assets.
2. Comprised of acquisition and restructuring expenses (£83.5 million) and share-based payment costs (£13.9 million). See Note 6.
3. Excluding £10.8m related to depreciation and impairment of right-of-use assets.
Segment profit represents the profit earned by each segment without allocation of the share of loss of joint ventures,
central administration costs including Directors’ salaries, finance income, non-operating gains and losses, and income
tax expense. This is the measure reported to the Group’s Board of Directors for the purpose of resource allocation and
assessment of segment performance.
B. Information about major customers
S
4
Capital Group has an attractive and expanding client base with seven clients providing more than £20 million of
revenue per annum representing 39% of the Group’s revenue. During the year ended 31 December 2021 five clients
provided more than £20 million of revenue representing 31% of the Group’s revenue.
One customer accounted for more than 10% of the Group’s revenue during the year, contributing £187.5 million.
The revenue from this customer was attributable to both the Content and Data&Digital Media segments. For the prior
year, one customer accounted for more than 10% of the Group’s revenue, contributing £94.2 million. The revenue from
this customer was attributable to both the Content and Data&Digital Media segments.
S
4
Capital plc Annual Report and Accounts 2022 161
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Notes to the consolidated financial statements
continued
5. Segment information continued
C. Geographical information
The Group’s revenue, net revenue and non-current assets by geographical segment is shown below. Non-current
assets exclude deferred tax assets.
2022
The Americas
£’000
Europe,
Middle East
& Africa
£’000
Asia Pacific
£’000
Total
£’000
Revenue 776,359 210,870 82,260 1,069,489
Net revenue 673,785 156,158 61,749 891,692
Non-current assets 824,348 397,555 41,235 1, 2 63,138
2021
The Americas
£’000
Europe,
Middle East
& Africa
£’000
Asia Pacific
£’000
Total
£’000
Revenue 452,608 16 6 ,133 67, 8 6 0 686,601
Net revenue 391,117 115,957 53,189 560,263
Non-current assets 624,18 2 378,050 40,025 1,042,257
6. Operating expenses
Personnel expenses
1
2022
£’000
2021
£’000
Wages and salaries 544,247 327,65 3
Social security costs
2
79,245 42,452
Defined contribution pension costs 15,660 9,045
Share-based payments
2
14,216 13,876
Other personnel costs 28,704 19, 511
Total 682,072 412,537
Notes:
1. Contingent consideration is disclosed separately from personnel expenses, as part of Acquisition expenses below.
2. Social security costs includes £0.4 million of social security relating to share-based payments.
The key management personnel comprise the Directors of the Group. Details of compensation for key management
personnel are disclosed on pages 105 to 106.
Monthly average number of employees by segment 2022 2021
Content 5,707 4,210
Data&Digital Media 2,432 1,425
Technology Services 597 138
Central 36 21
Total 8,772 5,794
Monthly average number of employees by geography 2022 2021
The Americas 5,859 3,639
Europe, Middle East and Africa 1,966 1,524
Asia Pacific 947 631
Total 8,772 5,794
Acquisition and restructuring expenses
2022
£’000
2021
£’000
Advisory, legal, due diligence and related costs 7,912 10,485
Restructuring costs 4,900 –
Acquisition related bonuses 413 761
Contingent consideration 172,415 70,505
Contingent consideration fair value (gain)/loss (29,767) 1,745
Total 155,873 83,496
Financial statements
S
4
Capital plc Annual Report and Accounts 2022 162

Depreciation, amortisation and impairment
2022
£’000
2021
£’000
Depreciation of property, plant and equipment 10,076 6,179
Depreciation of right-of-use assets 16,313 10,786
Amortisation of intangible assets 57,011 39,491
Impairment of goodwill 15,165 –
Impairment of intangible assets 6,683 –
Impairment of right-of-use assets 463 –
Total 105,711 56,456
Other operating expenses
2022
£’000
2021
£’000
IT expenses 29,901 16,320
Consultancy fees 6,846 6,161
Accounting and administrative service fees 10,846 5,011
Lease costs 5,984 4,448
Sales and marketing costs 5,938 3,713
Legal fees 4,996 3,229
Travel and accommodation costs 8,627 2,318
Insurance fees 2,460 1,807
Impairment loss recognised on trade receivables 930 1,797
Other general and administrative costs 6,799 5,025
Total 83,327 49,829
Lease costs mainly relate to short term and low value lease costs under IFRS 16.
Audit fees included in general and administrative costs are as follows:
Audit fees
2022
£’000
2021
£’000
Group audit fees 4,161 550
Subsidiary audit fees 38 1,146
Total – current year 4,199 1,696
Group audit fees – prior year 1,682 –
Total audit fees 5,881 1,696
Audit related assurance services to the Group 300 130
Total audit and non-audit fees 6,181 1,826
Audit related assurance services to the Group relates to the fee charged for the half-year review. No other fees were
payable to PWC LLP.
7. Finance income and expenses
Finance income
2022
£’000
2021
£’000
Interest income 1,493 1,032
Total 1,493 1,032
Finance costs
2022
£’000
2021
£’000
Interest on bank loans and overdrafts (14,324) (6,169)
Interest on lease liabilities (2 ,146) (1,602)
Discounting of contingent consideration (1,465) –
Other finance costs (9,265) (5,512)
Total (27,200) (13,283)
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Notes to the consolidated financial statements
continued
8. Income tax expense
The corporate income tax charge comprises the following:
2022
£’000
2021
£’000
Current tax for the year (18,219) (12,638)
Adjustments for current tax of prior years 235 620
Total current tax (17,98 4) (12,018)
Movement in deferred tax liabilities 8,383 6,594
Movement in deferred tax assets 9,633 4,359
Income tax credit / (expense) in profit or loss 32 (1,065)
2022
£’000
2021
£’000
Loss before income tax (159,666) (55,650)
Tax credit at the UK rate of 19% (2021: 19%) 30,337 10,574
Tax effect of amounts which are non-deductible (29,330) (12,840)
Differences in overseas tax rates (975) 581
Adjustment for current taxes of prior years – 620
Income tax credit / (expense) in profit or loss 32 (1,065)
The applicable tax rate is based on the proportion of the contribution to the result by the Group entities and the tax
rate applicable in the respective countries. The applicable tax rate in the respective countries ranges from 0% to 35%.
The effective tax rate for the year deviates from the applicable tax rate mainly because of non-deductible items, amortisation,
accelerated capital allowances over depreciation on plant, property and equipment and differences in overseas tax rate.
9. Earnings per share
2022 2021
Loss attributable to shareowners of the Company (£’000) (159,634) (56,715)
Weighted average number of Ordinary Shares 590,667,949 551,752,618
Basic loss per share (pence) (27.0) (10.3)
Earnings per share is calculated by dividing the loss attributable to the shareowners of the S
4
Capital Group by the
weighted average number of Ordinary Shares in issue during the year.
2022 2021
Loss attributable to shareowners of the Company (£’000) (159,634) (56,715)
Weighted average number of Ordinary Shares 590,667,949 551,752,618
Diluted loss per share (pence) (27.0) (10.3)
Diluted loss per share is calculated by dividing the loss attributable to the shareowners of the S
4
Capital Group by the
weighted average number of Ordinary Shares in issue including effect of dilutive potential Ordinary Shares during
the year.
There are A1/A2 incentive shares that would be potentially dilutive if the Company were to recognise a profit
attributable to shareowners in the future and if the growth target (as detailed on page 110) is met. Further details of
these shares can be found in Note 23.
Financial statements
S
4
Capital plc Annual Report and Accounts 2022 164

10. Goodwill
Net book value
2022
£’000
2021
1
£’000
At 1 January 624,989 498,113
Acquired through business combinations 53,380 135,338
Impairments (15,165) –
Foreign exchange differences 57,161 (8,462)
At 31 December 720,365 624,989
Note:
1. The comparatives as at 31 December 2021 have been restated for measurement period adjustments in respect of business combinations and re-
presented for consistency with the presentation for the year ended 31 December 2022. See Note 2.
During the year an amount of £53.4 million has been acquired through business combinations. See Note 4.
Goodwill represents the excess of consideration over the fair value of the Group’s share of the net identifiable assets of
the acquired subsidiary at the date of acquisition.
Goodwill – impairment testing
Goodwill acquired through business combinations is allocated to CGUs for the purpose of the impairment test.
The goodwill balance is allocated to the following CGUs:
2022
£’000
2021
1
£’000
Content 393,252 372,305
Data&Digital Media 241,014 210,347
Technology Services 86,099 42,337
Total 720,365 624,989
Note:
1. The comparatives as at 31 December 2021 have been restated for measurement period adjustments in respect of business combinations and re-
presented for consistency with the presentation for the year ended 31 December 2022. See Note 2.
The recoverable amount for each CGU is determined using a value-in-use calculation. In determining the value in use,
the Group uses forecasted revenue and profits adjusted for non-cash transactions to generate cash flow projections.
The forecasts are prepared by management based on Board approved business plans for each CGU which reflect
result expectations, including the impact of inflation, cash performance and historic trends.
An underlying revenue growth rate of 14.5% to 57.6% (2021: 21% to 45%) per annum depending on the practice in
years one to three have been used accordingly. Beyond the explicit three year forecast period, a two year transition
period bridging the revenue growth to the assessed long term growth rate has been used. Following the fourth year, a
long term growth rate has been applied in perpetuity. A terminal value has been applied using an underlying long term
growth rate of 2.0% (2021: 2.0%). The cash flows have been discounted to present value using a pre-tax discount rate
which was between 11.2% and 11.9% (2021: 9.4% and 9.8%) depending on the CGU. The value-in-use exceeds the
carrying amount of the CGUs by two to three times.
Sensitivity analysis has been carried out by adjusting the respective CGU discount rates and growth rates. Based on
the Group’s sensitivity analysis, no indications of impairment have been identified. In carrying out the impairment
review, management believes that there are no CGUs where reasonably possible changes to the underlying
assumptions exist that would give rise to an impairment.
During the end of the reporting period, the Group assessed there to be an indicator of impairment in relation to the
goodwill, customer relationships and brand names relating to 4 Mile. The indicator of impairment was as a result of the
actual performance of 4 Mile being significantly lower than forecasted. As a result of the impairment review, the Group
recognised an impairment of goodwill of £15.2 million for 4 Mile. 4 Mile is part of the DDM segment but the business
has not yet been integrated and is monitored separately by the Group. The intangible assets relating to customer
relationships, brand names and other intangible assets were also impaired by £6.1 million, £0.3 million and £0.3 million
respectively to the value in use recoverable amount. The impairment of goodwill and intangible assets has been
recognised within the consolidated statement of profit or loss within depreciation, amortisation and impairment.
S
4
Capital plc Annual Report and Accounts 2022 165
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Notes to the consolidated financial statements
continued
11. Intangible assets
Customer
relationships
£’000
Brands
£’000
Order
Backlog
£’000
Other
£’000
Total
£’000
Cost
At 1 January 2021 3 07,12 0 18,557 11,794 11, 207 348,678
Acquired through business combinations 86,552 2,804 3,547 829 93,732
Additions – – – 3,458 3,458
Disposals – – – (117 ) (117)
Foreign exchange differences (4,632) (478) (354) (174) (5,638)
At 31 December 2021
1
389,040 20,883 14,987 15,203 440,113
Acquired through business combinations 104,229 3,237 7, 8 46 325 115,637
Additions – – – 1,512 1,512
Disposals – – (22,915) – (22,915)
Foreign exchange differences 38,534 1,960 614 1,381 42,489
At 31 December 2022 531,803 26,080 532 18,421 576,836
Customer
relationships
£’000
Brands
£’000
Order
Backlog
£’000
Other
£’000
Total
£’000
Accumulated amortisation and impairment
At 1 January 2021 (32,243) (3,121) ( 7, 6 04) (2,757) (45,725)
Charge for the year (26,762) (3,312) (6,380) (3,037) (39,491)
Foreign exchange differences 842 47 326 177 1,392
At 31 December 2021
1
(58,163) (6,386) (13,658) (5,617) (83,824)
Charge for the year (38,542) (5,554) (9,184) (3,731) (57,011)
Impairment (6,103) (277) – (304) (6,684)
Disposals – – 22,915 – 22,915
Foreign exchange differences (5,394) (622) (441) (614) ( 7,071)
At 31 December 2022 (108,202) (12,839) (368) (10,266) (131,675)
Net book value
At 31 December 2021 330,877 14,497 1,329 9,586 356,289
At 31 December 2022 423,601 13,241 164 8 ,15 5 4 45,161
The impairment of customer relationships, brands and other intangibles relates to 4 Mile. See Note 10.
Note:
1. The comparatives as at 31 December 2021 have been re-presented for consistency with the presentation for the year ended 31 December 2022.
See Note 2.
Financial statements
S
4
Capital plc Annual Report and Accounts 2022 166

12. Leases
Right-of-use assets
2022
£’000
2021
£’000
Balance at 1 January 36,608 26,830
Acquired through business combinations 709 6,022
Additions 29,926 15,487
Impairments (463) –
Disposals and modifications 663 (286)
Depreciation of right-of-use assets (16,313) (10,786)
Hyperinflation 2,535 –
Exchange rate differences 2,038 (659)
Balance at 31 December 55,703 36,608
Lease liabilities
2022
£’000
2021
£’000
Balance at 1 January (41,968) (28,960)
Acquired through business combinations (709) (6,354)
Additions (26,946) (15,953)
Disposals and modifications (663) 74
Payment of lease liabilities 17, 534 10,903
Charge to the income statement (2 ,146) (1,602)
Exchange rate differences (3,498) (76)
Balance at 31 December (58,396) (41,968)
Non-current lease liabilities (4 3,122 ) (31,423)
Current lease liabilities (15,274) (10,545)
Balance at 31 December (58,396) (41,968)
The right-of-use assets and lease liabilities primarily relate to offices.
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4
Capital plc Annual Report and Accounts 2022 167
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13. Property, plant and equipment
Leasehold
improvements
£’000
Furniture and
fixtures
£’000
Office
equipment
£’000
Other assets
£’000
Total
£’000
Cost
At 1 January 2021 9,507 2,530 12,814 211 25,062
Acquired through business combinations 452 547 1,145 683 2,827
Additions 2,027 310 7,9 6 5 817 11,119
Reclassification 305 307 832 73 1,517
Hyperinflation 155 47 294 17 513
Disposals (421) (150) (227) (403) (1,201)
Foreign exchange differences (442) (95) (857) (89) (1,483)
At 31 December 2021 11,583 3,496 21,966 1,309 38,354
Acquired through business combinations 110 76 797 – 983
Additions 5,885 1,10 4 8,687 703 16,379
Hyperinflation 1,217 172 2 ,115 238 3,742
Disposals (65) (136) (688) (140) (1,029)
Foreign exchange differences (502) 152 327 (267) (290)
At 31 December 2022 18,228 4,864 33,204 1,843 58,139
Accumulated depreciation and impairment
At 1 January 2021 (2,144) (1,149) (7,074) (158) (10,525)
Charge for the year (1,509) (482) (3,894) (294) (6,179)
Reclassification (305) (307) (832) (73) (1,517)
Hyperinflation (46) (24) (151) (4) (225)
Disposals 421 104 165 272 962
Foreign exchange differences 130 64 431 53 678
At 31 December 2021 (3,453) (1,794) (11,355) (204) (16,806)
Charge for the year (2,365) (664) (6,748) (299) (10,076)
Hyperinflation (372) (54) (1,197) (51) (1,674)
Disposals 65 136 688 140 1,029
Foreign exchange differences (166) (155) (605) 15 (911)
At 31 December 2022 (6,291) (2,531) (19,217) (399) (28,438)
Net book value
At 31 December 2021 8,130 1,702 10,611 1,105 21,548
At 31 December 2022 11,937 2,333 13,987 1,444 29,701
S
4
Capital Group has pledged the assets of its companies as security for a facility agreement.
Notes to the consolidated financial statements
continued
Financial statements
S
4
Capital plc Annual Report and Accounts 2022 168

14. Interest in joint ventures
The Group, through its subsidiary S
4
Capital 2 Ltd a directly owned subsidiary, together with Stanhope Capital LLP
(Stanhope LLP), through its subsidiary Portman Square General Partner S.à r.l. (Stanhope), subscribed for the initial
€6,000 of shares each to incorporate S4S Ventures General Partner S.à r.l. (GP), a Luxembourg company. The GP
also controls S4S Ventures General Partner LLC. The GP has since established two S4S Ventures funds established in
Luxembourg and the US.
The Group has a 50% interest in the GP, a joint venture whose primary activity is to invest in technology companies
focused on the marketing and advertising industries, to focus on early-stage technology investments with the ability to
transform the sector. S4S aims to invest in companies across five principal areas: Martech, Adtech, Data Technology,
Creative Technology, and Emerging Digital Media/Content. The Group’s interest is accounted for using the equity
method in the consolidated financial statements. Summarised financial information of the joint venture, based on its
IFRS financial statements, and reconciliation with the carrying amount of the investment in the consolidated financial
statements are set out below:
Summarised balance sheet:
2022
£’000
Non-current assets 1
Current assets
1
272
Current liabilities (391)
Net liabilities (118)
Group’s share of net liabilities – 50% (59)
Group’s carrying amount of the investment (59)
Note:
1. Includes cash and cash equivalents held by the joint venture of £171k.
Summarised statement of profit or loss:
2022
£’000
Revenue 709
Operating expense (836)
Loss for the year (127)
Other comprehensive expense –
Total comprehensive expense (127)
Group’s share of joint venture loss:
2022
£’000
Revenue 354
Operating expense (418)
Loss for the year (64)
Other comprehensive expense –
Total comprehensive expense (64)
Less: loss restricted to carrying value of investment
1
59
Group’s share of joint venture loss (5)
Note:
1. The Group has not recognised losses totalling £59k (2021: £nil) in relation to its interests in S4S Ventures, because the Group has no obligation in
respect of these losses.
The joint venture had no other contingent liabilities or commitments as at 31 December 2022.
S
4
Capital plc Annual Report and Accounts 2022 169
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15. Deferred tax assets and liabilities
Deferred tax assets
Intangible
assets
£’000
Property
plant and
equipment
£’000
Short term
differences
£’000
Total
£’000
At 1 January 2021 – – 2,068 2,068
Charge for the year – 173 4,186 4,359
Acquired through business combinations – 143 34 177
Foreign exchange differences – 6 (84) (78)
At 31 December 2021
1
– 322 6,204 6,526
Charge for the year 6,704 505 2,424 9,633
Foreign exchange differences 80 (82) 670 668
At 31 December 2022 6,784 745 9,298 16,827
Deferred tax liabilities
Intangible
assets
£’000
Loans and
borrowings
£’000
Property
plant and
equipment
£’000
Total
£’000
At 1 January 2021 (59,263) (211) (320) (59,794)
Acquired through business combinations (16,514) – (16,514)
Investments – – (31) (31)
Credited/(charged) to profit or loss 6,941 211 (558) 6,594
Foreign exchange differences 1,125 – (7) 1,118
At 31 December 2021
1
(67,711) – (916) (68,627)
Reclassification (405) – 405 –
Credited/(charged) to profit or loss 8,750 – (367) 8,383
Foreign exchange differences (5,647) – (69) (5,716)
At 31 December 2022 (65,013) – (947) (65,960)
Note:
1. The comparatives as at 31 December 2021 have been restated for measurement period adjustments in respect of business combinations and
re-presented for consistency with the presentation for the year ended 31 December 2022. See Note 2.
Recognition of the deferred tax assets is based upon the expected generation of future taxable profits.
Our expectation is based on long-term planning. The deferred tax asset is expected to be recovered in more than one
year’s time and the deferred tax liability will reverse in more than one year’s time as the intangible assets are amortised.
Notes to the consolidated financial statements
continued
Financial statements
S
4
Capital plc Annual Report and Accounts 2022 170

16. Trade and other receivables
2022
£’000
2021
£’000
Trade receivables 349,600 271,747
Prepayments 16,443 14,516
Accrued income
1
44,728 36,870
Other receivables 42,236 15,550
Total 453,007 338,683
Included in current assets 440,799 335,498
Included in non-current assets 12,208 3,185
Total 453,007 338,683
Note:
1. The accrued income as at 31 December 2021 has been fully billed in 2022.
17. Cash and cash equivalents
The cash and cash equivalents in the statement of cash flows is made up as follows:
2022
£’000
2021
£’000
Cash and bank 223,574 301,021
Bank overdrafts included under loans and borrowings (16) (1,899)
Cash and cash equivalents 223,558 299,122
18. Trade and other payables
2022
£’000
2021
1
£’000
Trade payables (251,641) (204,985)
Accruals (102,757) (51,353)
Deferred income
2
(65,639) (58,887)
Provisions (2,861) –
Sales taxes (1,194) (838)
Wage taxes and social security contributions (9,972) (10,112)
Other payables (14,794) (11,58 6)
Total (448,858) (337,761)
Included in current liabilities (4 4 3,171) (334,916)
Included in non-current liabilities (5,687) (2,845)
Total (448,858) (337,761)
Notes:
1. The comparatives as at 31 December 2021 have been restated for measurement period adjustments in respect of business combinations and
re-presented for consistency with the presentation for the year ended 31 December 2022. See Note 2.
2. The deferred income as at 31 December 2021 has been fully recognised in the results of 2022.
S
4
Capital plc Annual Report and Accounts 2022 171
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19. Loans and borrowings
Loans and borrowings
Bank loans
£’000
Senior
secured term
loan B (TLB)
£’000
Transaction
costs
£’000
Interest on
Facilities
Agreement
£’000
Total
£’000
Balance at 1 January 2021 91,285 – (844) – 90,441
Drawdowns 24,632 318,938 (8,379) – 335,191
Acquired through business combinations 2,760 – – – 2,760
Loans Waived (1,592) – – – (1,592)
Repayments (110,8 95) – – (5,530) (116,425)
Charged to profit-or-loss – – 1,283 6,169 7,452
Exchange rate differences (2,864) (3,833) (21) (15) (6,733)
Total transactions during the year (87,959) 315,105 ( 7,117) 624 220,653
Balance at 31 December 2021 3,326 315,105 (7,961) 624 311,094
Drawdowns 16 – – – 16
Acquired through business combinations 258 – – – 258
Loans Waived (266) – – – (266)
Repayments (2,790) – – (13,543) (16,333)
Charged to profit-or-loss – – 1,320 13,543 14,863
Exchange rate differences 45 17,471 (283) 34 17, 2 67
Total transactions during the year (2,737) 17,471 1,037 34 15,805
Balance at 31 December 2022 589 332,576 (6,924) 658 326,899
Included in current liabilities 16 – – 658 674
Included in non-current liabilities 573 332,576 (6,924) – 326,225
A. Facility agreement
S
4
Capital Group has a facility agreement, consisting of a Term Loan B (TLB) of EUR 375 million and a multicurrency
Revolving Credit Facility (RCF) of £100 million. During 2022, the RCF remained fully undrawn. The interest on the
facilities is the aggregate of the variable interest rate (EURIBOR, LIBOR or, in relation to any loan in GBP, SONIA) and
a margin based on leverage (between 2.25% and 3.75%). The duration of the facility agreement is seven years in
relation to the TLB, therefore the termination date is August 2028, and five years in relation to the RCF, therefore the
termination date is August 2026.
During the reporting period, the average interest rate of the outstanding loans amounted to 4.76% (2021: 2.96%).
The average effective interest rate for the outstanding loans is 4.06% (2021: 2.93%) and during the period interest
expense of £13.5 million was recognised (2021: £6.2 million).
The facility agreement imposes certain covenants on the Group. The loan agreement states that (subject to certain
exceptions) S
4
Capital Group will not provide any other security over its assets and receivables and will ensure that
the net debt will not exceed 4.50:1 of the pro-forma earnings before interest, tax, depreciation, and amortisation,
measured at the end of any relevant period of 12 months ending each semi-annual date in a financial year. During the
year S
4
Capital Group complied with the covenants set in the loan agreement.
Notes to the consolidated financial statements
continued
Financial statements
S
4
Capital plc Annual Report and Accounts 2022 172

20. Financial instruments
The Board of Directors of S
4
Capital plc has overall responsibility for the determination of the Group’s risk management
objectives and po licies. The overall objective of the Board is to set policies that seek to reduce risk as far as possible
without unduly affecting the Group’s competitiveness and flexibility. S
4
Capital Group reports in Pound Sterling.
All funding requirements and financial risks are managed based on policies and procedures adopted by the Board.
S
4
Capital Group does not issue or use financial instruments of a speculative nature.
S
4
Capital Group is exposed to the following financial risks:
• Market risk;
• Credit risk; and
• Liquidity risk.
The Group is exposed to risks that arise from its use of financial instruments. The principal financial instruments used
by the Group, from which financial instrument risk arises, are trade and other receivables, cash and cash equivalents,
accrued income, trade and other payables, loans and borrowings, contingent consideration and lease liabilities.
Fair values of the Group’s financial assets and liabilities are categorised into different levels in a fair value hierarchy
based on inputs used in the valuation techniques as follows:
• Level 1: quoted prices (unadjusted) in active markets for identical assets or liabilities.
• Level 2: inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly
(i.e. as prices) or indirectly (i.e. derived from prices).
• Level 3: inputs for the asset or liability that are not based on observable market data (unobservable inputs).
To the extent financial instruments are not carried at fair value in the consolidated balance sheet, the carrying amount
approximates to fair value as of the financial year end due to the short-term nature.
Financial instruments by category
Financial assets
2022
£’000
2021
£’000
Financial assets held at amortised cost
Cash and cash equivalents 223,574 301,021
Trade receivables 349,600 271,747
Accrued income 44,728 36,870
Other receivables 42,236 12,365
Total 660,138 622,003
Financial liabilities
2022
£’000
2021
Restated
1
£’000
Financial liabilities held at amortised cost
Trade and other payables (3 69,192) (265,079)
Loans and borrowings (326,899) (311,094)
Lease liabilities (58,396) (41,968)
Financial liabilities held at fair value through profit and loss
Contingent consideration and holdbacks (188,607) (118,426)
Total (943,094) (736,567)
Note:
1. The comparatives as at 31 December 2021 have been restated for measurement period adjustments in respect of business combinations and
re-presented for consistency with the presentation for the year ended 31 December 2022. See Note 2.
S
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Capital plc Annual Report and Accounts 2022 173
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20. Financial instruments continued
The following table categorises the Group’s financial liabilities held at fair value on the consolidated balance sheet.
There have been no transfers between levels during the year.
Financial liabilities held at fair value
2022
Fair value
£’000
2022
Level 3
£’000
2021
Fair value
Restated
1
£’000
2021
Level 3
Restated
1
£’000
Contingent consideration and holdbacks 188,607 188,607 118,426 118,426
Total 188,607 188,607 118,426 118,426
Note:
1. The comparatives as at 31 December 2021 have been restated for measurement period adjustments in respect of business combinations. See Note 2.
The following table shows the movement in contingent consideration and holdbacks.
Contingent consideration and holdbacks
Performance
linked
contingent
consideration
£’000
Employment
linked
contingent
consideration
£’000
Holdbacks
£’000
Total
£’000
Balance at 1 January 2021 57,885 1,732 10,306 69,923
Acquired through business combinations 45,968 – 12,145 58,113
Recognised in consolidated statement of profit and loss – 72,250 – 72,250
Cash paid (19,281) (9,985) (5,958) (35,224)
Equity settlement (41,527) (5,718) – (47, 24 5 )
Exchange rate differences (80) 383 306 609
Balance at 31 December 2021
1 3
42,965 58,662 16,799 118 ,426
Acquired through business combinations 12,450 – 14,232 26,682
Recognised in consolidated statement of profit and loss
2
(13,067) 155,599 1,581 14 4,113
Cash paid (16,949) (38,936) (9,437) (65,322)
Equity settlement (19,12 6) (35,449) – (54,575)
Exchange rate differences 4,677 11,818 2,788 19,283
Balance at 31 December 2022 10,950 151,694 25,963 188,607
Included in current liabilities 40,744 40,866 5,067 86,677
Included in non-current liabilities 2,221 17,79 6 11,732 31,749
Balance at 31 December 2021 42,965 58,662 16,799 118 ,426
Included in current liabilities 10,950 151,694 14,685 177,329
Included in non-current liabilities – – 11, 278 11, 278
Balance at 31 December 2022 10,950 151,694 25,963 188,607
Notes:
1. The comparatives as at 31 December 2021 have been restated for measurement period adjustments in respect of business combinations. See Note 2.
2. Includes a charge of £172.4 million relating to employment linked contingent consideration and holdback deemed remuneration, a credit of
£29.8 million relating to a fair value gain and a charge of £1.5 million relating to the impact of discounting.
3. In the prior year we referred to the employment linked contingent consideration as £67.9 million, however, this should have been £58.7 million as
reflected in the table above.
Where the contingent consideration conditions have been satisfied, the Group recognises deferred equity
consideration, which is included within Other Reserves. See Note 21.
The fair value of the performance linked contingent consideration has been determined based on management’s best
estimate of achieving future targets to which the consideration is linked. The most significant unobservable input used
in the fair value measurements is the future forecast performance of the acquired business. The fair value is assessed
and recognised at the acquisition date, and reassessed at each balance sheet date thereafter, until fully settled,
cancelled or expired. Any change in the range of future outcomes is recognised in the consolidated statement of profit
or loss as a fair value gain or loss. The impact of discounting on the performance linked contingent consideration
is £1.5 million for the year (2021: £nil). During the year ended 31 December 2022, a fair value gain of £14.6 million
(2021: £nil) was recognised in the consolidated statement of profit or loss.
Notes to the consolidated financial statements
continued
Financial statements
S
4
Capital plc Annual Report and Accounts 2022 174

The fair value of the employment linked contingent consideration has been determined based on management’s best
estimate of achieving future targets to which the consideration is linked. The most significant unobservable input used
in the fair value measurements is the future forecast performance of the acquired business. The fair value is assessed
at the acquisition date, and systematically accrued over the respective employment term. Any changes in the range of
future outcomes are recognised in the consolidated statement of profit or loss as a fair value gain or loss. During the
year ended 31 December 2022, £155.6 million (2021: £72.3 million) was recognised the consolidated statement of
profit or loss. The £155.6 million (2021: £72.3m) comprised a charge of £170.8 million (2021: £72.3 million) relating to
the systematic accrual of the employment linked contingent consideration and a fair value gain of £15.2m (2021: £nil).
Holdbacks relate to amounts held by the Group to cover and indemnify the Group against certain acquisition costs
and any damages. The fair value of the holdbacks has been determined based on management’s best estimate of the
level of the costs incurred and any damages expected to which the holdback is linked, which is the most significant
unobservable input used in the fair value measurement. During the year ended 31 December 2022, a charge of
£1.6 million (2021: £nil) has been recognised in the consolidated statement of profit or loss, which related to holdbacks
liabilities linked to employment. No further amounts are to be charged to the consolidated statement of profit or loss.
A. Market risk
Market risk arises from the Group’s use of interest bearing and foreign currency financial instruments. It is the risk that
the fair value or future cash flows of a financial instrument will fluctuate because of changes in interest rates (interest
rate risk) or foreign exchange rates (currency risk).
Interest rate risk
S
4
Capital Group is exposed to cash flow interest rate risk from bank borrowings at variable rates. S
4
Capital Group’s
bank loans and other borrowings are disclosed in Note 19. S
4
Capital Group manages the interest rate risk centrally.
The Group’s treasury function reviews its risk management strategy on a regular basis and will, as appropriate, enter
into derivative financial instruments in order to managing interest rate risk.
The following table demonstrates the sensitivity to a 1% change (lower/higher) to the interest rates of the loans and
borrowings as of year end to the loss in the current year before tax (increase/decrease) and net assets (increase/
decrease) for the year if all other variables are held constant:
2022
£’000
2021
£’000
Bank loans 333,165 319,055
+/- 1% impact 3,332 3,191
The contractual repricing or maturity dates, whichever dates are earlier, and effective interest rates of borrowings are
disclosed in Note 19.
Foreign exchange risk
Foreign exchange risk is the risk that movements in exchange rates affect the profitability of the business.
Management estimate that for a 1 cent change in the exchange rate between USD and GBP, net revenue will
changebyange by approximately £5-6 million, and operational EBITDA will change by approximately £1-2 million.
S
4
Capital Group manages this risk through natural hedging. The effect of fluctuations in exchange rates on the USD,
EUR and other currencies denominated trade receivables and payables is partially offset.
The Group considers the need to hedge its exposure as appropriate and, if needed, will enter into forward foreign
exchange contracts to mitigate any significant risks.
S
4
Capital plc Annual Report and Accounts 2022 175
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20. Financial instruments continued
A. Market risk continued
The S
4
Capital Group’s gross exposure to foreign exchange risk is as follows:
At 31 December 2022
GBP
£’000
USD
£’000
EUR
£’000
Other
currencies
£’000
Total
£’000
Trade receivables 15,749 226,274 41,203 66,374 349,600
Cash and cash equivalents 7,6 6 0 140,385 24,293 51,236 223,574
Trade payables (9,998) (174,464) (27,554) (39,625) (251,641)
Loans and borrowings (14) – (333,809) – (333,823)
Financial assets/(liabilities) 13,397 192,195 (295,867) 77,9 8 5 (12,290)
+/- 10% impact – 19,220 (29,587) 7,79 9 (2,568)
At 31 December 2021
GBP
£’000
USD
£’000
EUR
£’000
Other
currencies
£’000
Total
£’000
Trade receivables 10,070 174,799 36,466 50,412 271,747
Cash and cash equivalents 105,966 13 4,743 31,163 29,149 301,021
Trade payables (9,369) (137,52 2) (24,101) (33,993) (204,985)
Loans and borrowings – (127) (318,898) (30) (319,055)
Financial assets / (liabilities) 106,667 171,893 (275,370) 45,538 48,728
+/- 10% impact – 17,189 (27, 537) 4,554 (5,794)
B. Credit risk
Credit risk is the risk of financial loss to S
4
Capital Group if a customer or counterparty to a financial instrument fails
to meet its contractual obligations. S
4
Capital Group is exposed to credit risk primarily attributable to its receivable
balance from customers. The Group’s net trade receivables for the reported periods are disclosed in the financial
assets table above.
S
4
Capital Group attempts to mitigate credit risk by assessing the credit rating of new customers prior to entering
into contracts and by entering contracts with customers with agreed credit terms. In order to minimise this credit risk,
S
4
Capital Group endeavours only to deal with companies which are demonstrably creditworthy and this, together with
the aggregate financial exposure, is continuously monitored. The maximum exposure to credit risk is the value of the
outstanding amount. S
4
Capital Group evaluates the collectability of its accounts receivable and provides an allowance
for expected credit losses based upon the ageing of receivables.
The Group applies the IFRS 9 simplified approach to measuring expected credit losses which uses a lifetime expected
loss allowance for all trade receivables. The loss allowance for other receivables is based on the three stage expected
credit loss model. No other receivables have had material impairment.
Notes to the consolidated financial statements
continued
Financial statements
S
4
Capital plc Annual Report and Accounts 2022 176

To measure the expected credit losses, trade receivables and accrued income have been grouped based on shared
credit risk characteristics and the days past due. The expected loss rates are based on the payment profiles of sales
over a period of 36 months before the end of the period and the corresponding historical credit losses experienced
within this period. The historical loss rates are adjusted to reflect current- and forward-looking information on
macroeconomic factors affecting the ability of the customers to settle the receivables. On that basis, the loss
allowance for trade receivables is determined as follows:
Trade receivables
Expected Credit
Loss Rate
Gross trade
receivables
£’000
Impairment
provision
£’000
Net trade
receivables
£’000
Not passed due 0.20-0.25% 281,721 (629) 281,092
Past due 1 day to 30 days 0.40-0.50% 48,961 (229) 48,732
Past due 31 days to 60 days 0.60-1.00% 9,565 (75) 9,490
Past due 61 days to 90 days 0.80-2.00% 5,710 (83) 5,627
Past due more than 90 days 1.00-7.50% 4,942 (283) 4,659
Individual debtors in default up to 100% 4,495 (4,495) –
Balance at 31 December 2022 355,394 (5,794) 349,600
Trade receivables
Expected Credit
Loss Rate
Gross trade
receivables
£’000
Impairment
provision
£’000
Net trade
receivables
£’000
Not passed due 0.20-0.25% 211,214 (479) 210,735
Past due 1 day to 30 days 0.40-0.50% 45,117 (212) 44,905
Past due 31 days to 60 days 0.60 -1.00% 9,994 (81) 9,913
Past due 61 days to 90 days 0.80-2.00% 3,525 (45) 3,480
Past due more than 90 days 1.0 0 -7. 5 0% 2,966 (252) 2,714
Individual debtors in default up to 100% 4,251 (4,251) –
Balance at 31 December 2021 277,067 (5,320) 271,747
Trade receivables are written off when there is no reasonable expectation of recovery. Indicators that there is no
reasonable expectation of recovery include, amongst others, the failure of a debtor to engage in a repayment plan with
S
4
Capital Group. The changes in the loss allowance for trade receivables is as follows:
2022
£’000
2021
£’000
Balance at the beginning of the year 5,320 3,362
Business combinations 1,984 399
Utilised during the period (2,440) (238)
Charge for the year 930 1,797
Balance at the end of the year 5,794 5,320
Due to the short-term nature of the trade and other receivables, their carrying amount is considered to be the same as
their fair value.
The Group has pledged the assets of its material companies as security for a facility agreement. See Note 19 for
further information.
S
4
Capital plc Annual Report and Accounts 2022 177
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20. Financial instruments continued
B. Credit risk continued
Credit risk on cash and cash equivalents is considered to be small as the external counterparties are all substantial
banks with high credit ratings assigned by international credit rating agencies and are managed through regular review.
As per the end of the reporting period, credit ratings are summarised in the table below:
2022
£’000
2021
£’000
Aa 1 855 981
Aa 2 112,440 87,16 4
Aa 3 10,678 26,356
A 1 46,135 161,853
A 2 5,440 4,440
A 3 3,052 520
Baa1 1,494 198
Baa 2 14,217 12,017
Baa 3 16,532 713
Ba 2 7,971 3,077
B 2 – 334
No credit rating 4,760 3,368
Total cash and cash equivalents 223,574 301,021
The maximum exposure is the amount of the deposit. To date, S
4
Capital Group has not experienced any losses on its
cash and cash equivalent deposits.
C. Liquidity risk
Liquidity risk arises from the Group’s management of working capital. It is the risk that S
4
Capital Group will encounter
difficulty in meeting its financial obligations as they fall due. The Group monitors its liquidity risk using a cash flow
projection model which considers the maturity of the Group’s assets and liabilities and the projected cash flows from
operations. The Group’s policy is to ensure that it will always have sufficient cash to allow it to meet its liabilities when
they become due. The table below analyses the Group’s financial liabilities by contractual maturities and all amounts
disclosed in the table are the undiscounted contractual cash flows:
At 31 December 2022
Within 1 year
£’000
1-2 years
£’000
2-5 years
£’000
More than
5 years
£’000
Trade payables 251,641 – – –
Lease liabilities 17,476 14,540 26,555 5,558
Contingent consideration and holdbacks 177,329 5,457 5,821 –
Loans and borrowings 16 – 573 332,576
Interest payments 13,543 13,543 40,629 8,238
Total 460,005 33,540 73,578 346,372
At 31 December 2021
Within 1 year
£’000
1-2 years
£’000
2-5 years
£’000
More than
5 years
£’000
Trade payables
1
204,985 – – –
Lease liabilities 10,545 6,378 17, 8 24 7, 2 21
Contingent consideration and holdbacks
1
86,677 31,749 – –
Loans and borrowings 1,899 – 1,427 315,105
Interest payments 12,441 11,817 35,452 19,695
Total 316,547 49,944 54,703 342,021
Note:
1. The comparatives as at 31 December 2021 have been restated for measurement period adjustments in respect of business combinations and
re-presented for consistency with the presentation for the year ended 31 December 2022. See Note 2 .
Notes to the consolidated financial statements
continued
Financial statements
S
4
Capital plc Annual Report and Accounts 2022 178

D. Capital management
The Group’s objectives when maintaining capital are:
• to safeguard the entity’s ability to continue as a going concern, so that it can continue to provide returns for
shareowners and benefits for other stakeholders; and
• to provide an adequate return to shareowners by pricing products and services commensurately with the level of risk.
The risks to safeguard the ability to continue as a going concern and to provide an adequate return to our shareowners
are reviewed and discussed regularly by the Board in order to meet our objectives.
As per the end of the reporting period, the Group’s net cash position is made up as follows:
2022
£’000
2021
£’000
Loans and borrowings (333,823) (319,055)
Cash and bank 223,574 301,021
Total (110, 24 9) (18,034)
Changes in loans and borrowings, during the reporting period, arose due to the drawdowns and repayments of loans
and the bank overdrafts. See Note 19 for more details.
The Group’s capital as at the end of the reporting period is disclosed on page 137.
The capital structure of S
4
Capital Group consists of shareowners’ equity as set out in the consolidated statement
of changes in equity. All working capital requirements are financed from existing cash resources and borrowings.
The Group is not subject to externally imposed regulatory capital requirements.
21. Equity
A. Share capital and share premium
The authorised share capital of S
4
Capital plc contains an unlimited number of Ordinary Shares having a nominal value
of £0.25 per Ordinary Share. At the end of the reporting period, the issued and paid up share capital of S
4
Capital plc
consisted of 567,832,883 (2021: 555,307,572) Ordinary Shares having a nominal value of £0.25 per Ordinary Share.
On 28 September 2018 S
4
Capital issued 1 B share at a price of 100 pence per share to Sir Martin Sorrell. See the
Governance Report on page 85 for details.
The share premium is net of costs directly relating to the issuance of shares. In accordance with Section 612 of the
Companies Act 2006, merger relief has been applied on share for share exchanges. No share issuances in the current
or prior period qualified for merger relief.
Amount subscribed for share capital in excess of nominal value less transaction costs.
During the year ended 31 December 2022, £3.1 million and £21.7 million has been credited to share capital
and share premium in relation to the deferred equity consideration which have been issued during the period.
The amounts credited to share capital and share premium comprise of Zemoga (£0.9 million and £6.9m respectively),
Staud (£0.8 million and £4.4 million respectively), Dare.Win (£0.4 million and £2.6 million respectively), Miyagi
(£0.3 million and £1.4 million respectively), Jam3 (£0.3 million and £3.0 million respectively), Destined (£0.2 million
and £1.9 million respectively), WhiteBalance (£0.1 million and £0.6 million respectively) and Orca (£0.1 million and
£0.9 million respectively).
During the year ended 31 December 2021, £3.3 million and £82.7 million was credited to share capital and share
premium in relation to both initial equity consideration and deferred equity consideration, which wash issued
during the prior period. The amounts credited to share capital and share premium comprise of Jam3 (£0.9 million
and £20.4 million respectively), Cashmere (£0.4 million and £15.5 million respectively), Zemoga (£0.4 million and
£12.1 million respectively), Brightblue (£0.3 million and £8.0 million respectively), WhiteBalance (£0.2 million and
£4.1 million respectively), IMAgency (£0.2 million and £3.6 million respectively), Staud (£0.2 million and £3.2 million
respectively), Digodat (£0.2 million and £3.8 million respectively), Tomorrow (£0.1 million and £2.6 million respectively),
Destined (£0.1 million and £1.3 million respectively), Orca (£0.1 million and £4.3 million respectively), Miyagi (£0.1 million
and £0.6 million respectively) and Maverick (£0.1 million and £3.2 million respectively).
S
4
Capital plc Annual Report and Accounts 2022 179
2 310 4

21. Equity continued
B. Reserves
The following describes the nature and purpose of each reserve within equity:
Merger reserves by
merger relief
Amount subscribed for share capital in excess of nominal value less transaction costs as
required by merger relief. Further details are in section D below.
Other reserves Other reserves include treasury shares issued in the name of S
4
Capital plc to an employee
benefit trust, EBT pool C and MightyHive. Included within other reserves is the deferred
equity consideration relating to the initial deferred equity consideration and deferred equity
consideration following the achievement of contingent consideration criteria.
Foreign
exchange reserves
Legal reserve for foreign exchange translation gains and losses on the translation of the
financial statements of a subsidiary from the functional to the presentation currency.
Accumulated losses Accumulated losses represents the net loss for the year and all other net gains and losses
and transactions with shareowners (example dividends) not recognised elsewhere.
The following table shows the amount of deferred equity consideration, and number of shares, held in other reserves
by acquisition.
2022
£’000
2022
shares
2021
£’000
2021
shares
TheoremOne 55,016 19,242,228 – –
Decoded 47,92 0 9,311,922 47,920 9,311,922
Raccoon 43,037 13,9 37,669 16,834 3,065,132
XX Artists 7,78 6 3,397,10 6 – –
Cashmere 6,878 8 27,710 6,878 827,710
Zemoga 8,721 2,319,841 5,361 690,242
4 Mile 2,264 427, 206 – –
Destined 222 66,921 – –
Total 171,844 49,530,603 76,993 13,895,006
C. Non-controlling interest
On 24 May 2018, non-controlling interests arose as a result of the issuance of 4,000 A2 incentive shares by S
4
Capital
2 Ltd subscribed at fair value for £0.1 million and paid in full.
The incentive shares provide a financial reward to executives of S
4
Capital Group for delivering shareowner value,
conditional on achieving a preferred rate of return. The incentive shares entitle the holders, subject to certain
performance conditions and leaver provisions, up to 15%, of the growth in value of S
4
Capital 2 Ltd provided that
certain performance conditions have been met. Further details are within the Remuneration Report on page 110.
D. Share capital and merger reserve realisation
On 13 September 2022, the Group undertook a reduction of capital to effect the cancellation of: (i) the C ordinary
shares resulting from the capitalisation of the sum of £205,717,000 standing to the credit of the Company’s merger
reserve and; (ii) the entire amount standing to the credit of the Company’s share premium account (the Capital
Reduction) at that date, in order to create distributable reserves.
The Capital Reduction was approved by shareowners at the Company’s Annual General Meeting held on 16 June 2022.
As announced on 13 September 2022, the Capital Reduction was approved by the High Court of Justice of England
and Wales on 13 September 2022 and was registered by the Registrar of Companies on 21 September 2022. This will
provide the Group with the flexibility to make future purchases of its own shares and/or to make future ordinary course
dividends although, at this time, the Board confirms that it has no current plans to do so. The Board continues to review
the advisability of declaring a modest dividend in future.
Notes to the consolidated financial statements
continued
Financial statements
S
4
Capital plc Annual Report and Accounts 2022 180

22. Dividends
For both the current and prior year, no dividends were paid or proposed by S
4
Capital plc to its shareowners.
23. Share-based payments
As at 31 December 2022, a total number of 7,383,204 (31 December 2021: 9,897,066) shares are held by the Equity
Benefit Trust (EBT). The EBT will be used for future option schemes and bonus shares for employees.
Awards movement during the reporting period
Employee
Share
Ownership
Plan
‘000
Restricted
stock units
‘000
All-employee
incentive
plan
‘000
A1
incentive
share
options
‘000
Total
‘000
Outstanding at 1 January 2021 10,617 8 ,142 802 2 19,563
Granted 3,124 – – – 3,124
Exercised (260) (4,115) (218) – (4,593)
Lapsed (996) (250) (6) – (1,252)
Outstanding at 31 December 2021 12,485 3,777 578 2 16,842
Granted 6,741 – 46 – 6,787
Exercised (718) (1,751) (28) – (2,497)
Lapsed (3,103) (97) (2) – (3,202)
Outstanding at 31 December 2022 15,405 1,929 594 2 17,930
Exercisable at 31 December 2022 4,607
Within 1 year 2,474
1-2 years 7,578
2-5 years 3,271
Outstanding at 31 December 2022 17,930
Employee Share Ownership Plan (ESOP) – previously known as Discretionary Share Option Plan (DSOP)
In 2021, the S
4
Capital Group Board approved employee option schemes for key employees of 3,124,241 options over
S
4
Capital plc Ordinary Shares with an exercise price of between £nil and £8.04 and a maximum term of six years.
During 2022 an additional 6,741,277 options have been approved by the Board with an exercise price in the range
between £nil and £5.72 and a maximum term of four years. In accordance with IFRS 2, the Group recognises share-
based payment charges from the date of granting the option plans until the vesting of the option plans. Vesting of the
options are subject to S
4
Capital Group achieving year on year business performance targets and options holders
achieving personnel performance targets with continued employment. During 2022, 717,870 (2021: 260,446) options
were exercised with an average weighted exercise price of 7p.
During 2022 a total charge of £6.8 million (2021: £5.9 million) is recognised in relation to the ESOP and DSOP.
Restricted Stock Units (RSUs)
In December 2018, the S
4
Capital Group Board approved an employee option scheme of 8,952,610 RSUs over
S
4
Capital plc Ordinary Shares. During 2019 to 2022 no RSUs were approved. In accordance with IFRS 2, the
Group recognises a share-based payment charge from grant date until vesting date in relation to this option plan.
Vesting of the RSUs are subject to continued employment. During the reporting period a total of 1,750,783 shares
(2021: 4,114,655) were exercised by employees with an average exercise price of nil pence.
During 2022 a total charge of £0.3 million (2021: £0.9 million) is recognised in relation to the RSU plan.
A1 incentive share options
In 2019, the S
4
Capital Group Board approved 2,000 options over A1 incentive shares in S
4
Capital 2 Ltd to executives.
In accordance with IFRS 2, the Group recognises share-based payment charges from the date of granting the option
plans till the moment of vesting of the option plans. During 2022 a total charge of £7.1 million (2021: £7.1 million)
is recognised in relation to the A1 incentive share options. Full disclosure of these options is contained within the
Remuneration Report on page 110. These shares are potentially dilutive for the purposes of calculating diluted EPS if
the Company were to recognise a profit in future years and if the growth target (as detailed on page 110) is met.
S
4
Capital plc Annual Report and Accounts 2022 181
2 310 4

23. Share-based payments continued
A charge of £0.4m (2021: £nil) has been taken in the year in relation to employer social security costs on share-based
payment schemes.
Valuation methodology
For all of these schemes, the valuation methodology is based upon fair value on grant date, which is determined by
the market price on that date or the application of a Black-Scholes model, depending upon the characteristics of the
scheme concerned. The assumptions underlying the Black-Scholes model are detailed below. Market price on any
given day is obtained from external, publicly available sources.
During 2022, 3,168,258 granted options in the DSOP and ESOP plans have an exercise price in the range between
£1.51 and £5.72. The weighted average fair value of options granted in the year calculated using the Black-Scholes
model was as follows:
2022
Weighted average of fair value of options £0.38
Weighted average assumptions
Risk free rate 1.7%
Expected life (years) 4
Expected volatility 50%
Dividend yield n/a
Expected life is the weighted average life across all shares granted. Expected volatility is sourced from external market
data and represents the historical volatility of share prices of comparable company datasets over a period equivalent to
the expected option life.
The options were exercised on a regular basis during the period; the average share price in 2022 was £2.75
(2021: £6.20).
The range of exercise prices of the share options outstanding as at 31 December 2022 outstanding and the weighted
average remaining contractual life were as follows:
Number
of options
Exercise
price
Remaining
contractual life
Share options outstanding 12,339,051 £0.00 2023-2027
Share options outstanding 1,408,830 £1.42 2025
Share options outstanding 420,670 £1.51 2024-2026
Share options outstanding 577,710 £1.80 2027
Share options outstanding 48,587 £2.33 2025
Share options outstanding 2,478,300 £2.37 2023-2024
Share options outstanding 17,13 0 £3.60 2025-2027
Share options outstanding 39,766 £3.77 2024
Share options outstanding 32,540 £3.98 2025-2026
Share options outstanding 324,659 £4.88 2023
Share options outstanding 17, 500 £5.26 2024
Share options outstanding 62,000 £5.36 2024
Share options outstanding 22,323 £5.54 2024
Share options outstanding 45,349 £5.72 2023
Share options outstanding 68,310 £6.05 2024
Share options outstanding 26,979 £8.04 2024
Total share options outstanding 17, 929,70 4
Notes to the consolidated financial statements
continued
Financial statements
S
4
Capital plc Annual Report and Accounts 2022 182

24. Cashflow and net debt reconciliation
The following table shows the items included in the cash flows from operations:
Notes
2022
£’000
2021
£’000
Cash flows from operating activities
Loss before income tax (159,666) (55,650)
Net finance costs 7 25,707 12,251
Depreciation, amortisation and impairment 6 105,711 56,456
Share-based payments 23 14,216 13,876
Acquisition, restructuring and other expenses 6 155,873 83,496
Contingent consideration paid 20 (38,936) (9,985)
Share of loss in joint venture 14 5 –
(Gain)/loss on the net monetary position (1,337) 1,344
Increase in trade and other receivables (48,682) (131,662)
Increase in trade and other payables 44,359 98,370
Cash flows from operations 97,25 0 68,496
The following table shows the reconciliation of net cash flow to movements in net debt:
Borrowings
and overdraft
£’000
Cash
£’000
Net Debt
£’000
Leases
£’000
Net debt
including
lease
liabilities
£’000
Net debt as at 1 January 2021 (91,285) 142,052 50,767 (28,960) 21,807
Financing cash flows (232,099) 158,331 (73,768) 10,903 (62,865)
Acquired through business combinations (2,760) – (2,760) (6,354) (9,114)
Lease additions – – – (15,953) (15,953)
Foreign exchange adjustments 6,712 638 7,350 (76) 7, 274
Interest expense (6 ,16 9) – (6 ,16 9) (1,602) ( 7,7 71)
Interest payment 5,530 – 5,530 – 5,530
Other 1,016 – 1,016 74 1,090
Net debt as at 31 December 2021 (319,055) 301,021 (18,034) (41,968) (60,002)
Financing cash flows 891 (95,778) (94,887) 17,534 (77,353)
Acquired through business combinations (258) – (258) (709) (967)
Lease additions – – – (26,946) (26,946)
Foreign exchange adjustments (17,55 0) 18,331 781 (3,498) (2,717)
Interest expense (13,543) – (13,543) (2,146) (15,689)
Interest payment 13,543 – 13,543 – 13,543
Other 2 ,149 – 2 ,149 (663) 1,486
Net debt as at 31 December 2022 (333,823) 223,574 (110, 249) (58,396) (168,645)
S
4
Capital plc Annual Report and Accounts 2022 183
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25. Retirement benefit schemes
During the period, as part of the TheoremOne acquisition, the Group acquired a defined benefit scheme. The scheme
has 31 active participants and is closed for future participants. No contributions were paid into the scheme during the
year ended 31 December 2022. The scheme is expected to cease during the year ending 31 December 2023.
Accounting assumptions
The assumptions used in calculating the accounting costs and obligations of the Group’s defined benefit pension
schemes, as detailed below, are set after consultation with independent, professionally qualified actuaries.
The discount rate used to determine the present value of the obligations is set by reference to market yields on high-
quality corporate bonds.
Principal accounting assumptions at balance sheet date
Key assumptions used for IAS 19 valuation
2022
%
Discount rate 4.99%
Expected rate of pension adjustments 1.16%
Sensitivity of defined benefit obligations to key assumptions
The sensitivity of defined benefit obligations to changes in principal actuarial assumptions is shown below.
Change in
assumption
Basis points
Increase/
(decrease) in
obligations
%
Increase/
(decrease) in
obligations
£’000
Increase in discount rate 50 (1.5%) (36)
Amounts recognised in the consolidated statement of profit or loss are as follows:
2022
£’000
Net interest income 1
Total 1
Amounts recognised in the consolidated statement of comprehensive income are as follows:
2022
£’000
Actual return on plan assets, excluding interest income (95)
Experience adjustments on plan liabilities 202
Change in asset ceiling (108)
Total (1)
The movement in the present value of defined benefit obligations are as follows:
2022
£’000
At 1 January –
Acquired through business combinations 2,453
Interest expense 27
Actuarial gains arising from experience (202)
Movement in asset ceiling 108
At 31 December 2,386
Notes to the consolidated financial statements
continued
Financial statements
S
4
Capital plc Annual Report and Accounts 2022 184

The movement in fair values of plan assets are as follows:
2022
£’000
At 1 January –
Acquired through business combinations 2,453
Interest income 28
Actual return on plan assets, excluding interest income (95)
At 31 December 2,386
The amounts included in the consolidated balance sheet are as follows:
2022
£’000
Fair value of scheme assets 2,386
Present value of defined benefit obligations (2,386)
Total –
All figures above are shown before deferred tax.
Fair values of the assets held by the schemes were as follows:
2022
£’000
Government bonds 1,318
Cash 1,068
Total 2,386
26. Related party transactions
Compensation for key management personnel is made up as follows:
2022
£’000
2021
£’000
Short-term employee benefits 2,621 1,548
Share-based payments 7,394 7,14 4
Total 10,015 8,692
Details of compensation for key management personnel are disclosed on pages 105 to 106.
Interest in S4S Ventures
The Group, through its subsidiary S
4
Capital 2 Ltd a directly owned subsidiary, together with Stanhope Capital LLP
(Stanhope LLP), through its subsidiary Portman Square General Partner S.a r.l. (Stanhope), subscribed for the initial
€6,000 of shares each to incorporate S4S Ventures General Partner S.a r.l. (GP), a Luxembourg company. The GP
also controls S4S Ventures General Partner LLC. The GP has since established two S4S Ventures funds established in
Luxembourg and the US. See Note 14.
S
4
Capital Group did not have any other related party transactions during the financial year (2021: £nil).
27. Contingent liabilities
Capital commitments
Capital commitments represents capital expenditure contracted for at the end of the reporting period but not
yet incurred at the period end. At 31 December 2022, S
4
Capital Group has no capital commitments outstanding
(2021: £nil).
28. Events occurring after the reporting period
There were no material post balance sheet events, that require adjustment or disclosure, occurring between the
reporting period and the 12 April 2023.
S
4
Capital plc Annual Report and Accounts 2022 185
2 310 4

29. Interest in other entities
Subsidiaries
The Group’s subsidiaries at the end of the reporting period are set out below. Unless otherwise stated, they have
share capital consisting solely of Ordinary Shares that are held directly by the Group, and the proportion of ownership
interests held equals the voting rights held by the Group. S
4
Capital 2 Ltd has ordinary shares, 4,000 A2 incentive
shares, 2,000 options over A1 incentive shares as disclosed in Note 21. S
4
Capital plc directly holds effectively 100%
of the ordinary shares in S
4
Capital 2 Ltd. S
4
Capital plc indirectly holds effectively 100% of the ordinary shares in the
other entities.
Name of entity Address of the registered office
Place of business/
Country of
incorporation
Ownership
interest % Principle activity
S
4
Capital 2 Ltd 3rd Floor, 44 Esplanade
St Helier, Jersey, JE4 9WG
Jersey
100 Holding company
S
4
Capital
Acquisitions 1 Ltd
3rd Floor, 44 Esplanade
St Helier, Jersey, JE4 9WG
Jersey
100 Financing company
S
4
Capital
Acquisitions 2 Ltd
3rd Floor, 44 Esplanade
St Helier, Jersey, JE4 9WG
Jersey
100 Holding company
S
4
Capital
APAC Holdings Ltd
3rd Floor, 44 Esplanade
St Helier, Jersey, JE4 9WG
Jersey
100 Holding company
S
4
Capital AUD
Finance Ltd
3rd Floor, 44 Esplanade
St Helier, Jersey, JE4 9WG
Jersey
100 Financing company
S
4
Capital Australia
Holdings Pty Ltd
(Previously MediaMonks
Australia Holding Pty Ltd)
c/- MinterEllison, Level 11,
1 Constitution Avenue
Canberra, CITY ACT 2601
Australia
100 Holding company
S
4
Capital BRL Finance
Ltd
12 St. James’s Place, London,
SW1A 1NX
United Kingdom
100 Financing company
S
4
Capital CAD
Finance Ltd
3rd Floor, 44 Esplanade
St Helier, Jersey, JE4 9WG
Jersey
100 Financing company
S
4
Capital
Canada 2 Ltd
Suite 1700, Park Place 666,
Burrard Street, Vancouver,
BC, V6C 2X8
Canada
100 Holding company
S
4
Capital EMEA
Holdings B.V.
Oude Amersfoortseweg 125,
1212 AA Hilversum
The Netherlands
100 Holding company
S
4
Capital EUR
Finance Ltd
3rd Floor, 44 Esplanade
St Helier, Jersey, JE4 9WG
Jersey
100 Financing company
S
4
Capital France
Holdings SAS
43-47 Avenue de la Grande
Armée, 75116 Paris
France
100 Holding company
S
4
Capital Germany
Holdings GmbH
Zielstattstraße 40 c/o BDO AG,
81379, München
Germany
100 Holding company
S
4
Capital
Holdings Ltd
3rd Floor, 44 Esplanade
St Helier, Jersey, JE4 9WG
Jersey
100 Holding company
S
4
Capital INR Finance
Ltd
3rd Floor, 44 Esplanade
St Helier, Jersey, JE4 9WG
Jersey
100 Financing company
S
4
Capital
Investment Pte Ltd
69 Neil Road,
Singapore 088899
Singapore
100 Holding company
S
4
Capital Italy Holdings
Srl
Viale Abruzzi 94
CAP 20131 Milano
Italy
100 Holding company
S
4
Capital LUX Finance
S.àr.l.
20, rue Eugène Ruppert,
L-2453 Luxembourg
Luxembourg
100 Financing company
S
4
Capital South
America Holdings Ltd
3rd Floor, 44 Esplanade
St Helier, Jersey, JE4 9WG
Jersey
100 Holding company
Notes to the consolidated financial statements
continued
Financial statements
S
4
Capital plc Annual Report and Accounts 2022 186

Name of entity Address of the registered office
Place of business/
Country of
incorporation
Ownership
interest % Principle activity
S
4
Capital
UK Holdings Ltd
3rd Floor, 44 Esplanade
St Helier, Jersey, JE4 9WG
Jersey
100 Holding company
S
4
Capital
US Holdings LLC
251 Little Falls Drive, Wilmington,
DE 19808.
United States
of America
100 Holding company
S
4
Korea Bidco Ltd 3F, 166, Toegye-ro,
Jung-gu, Seoul,
Republic of Korea
100 Holding company
4 Mile Analytics Pty Ltd Suite 1003, Level 10,
28 Margaret St,
Sydney NSW, 2000
Australia
100 Data&Digital Media
4 Mile LLC 877 Cedar St., #150,
Santa Cruz CA 95060
United States
of America
100 Data&Digital Media
Bluetide,
S.A.P.I DE C.V.
Avenida Lago Alberto 442 Torre
A- 404 Suite 558, PO BOX:
11320, Anahuac, II Seccion,
Miguel Hidalgo, Ciudad de
México
Mexico
100 Content
Brightblue
Consulting Ltd
The Hewett, 14 Hewett Street,
London, EC2A 3NP
United Kingdom
100 Content
Brightblue
Holdings Ltd
The Hewett, 14 Hewett Street,
London, EC2A 3NP
United Kingdom
100 Holding company
Cashmere
Agency Inc
850 New Burton Road,
Suite 201, City of Dover,
County of Kent,
Delaware 19904
United States
of America
100 Content
Circus BA S.A. Tucumán 1, 4th. Floor, City of
Buenos Aires, C1049AAA
Argentina
100 Content
Circus
Colombia, S.A.S
Carrera 16
No. 97 – 46 P 8, Bogota
Colombia
100 Content
Circus LAX LLC 3500 S Dupont HWY, Dover,
Kent, Delaware, 19901
United States
of America
100 Holding company
Circus Marketing DF,
S.A.P.I DE C.V
Calle Lago Alberto
442 Torre A- 404 Suite 607,
PO BOX: 11320, Anahuac,
I Seccion, Miguel Hidalgo,
Ciudad de Mexico
Mexico
100 Content
Circus Marketing
Europa S.L.
C/ Garcia Paredes No. 17,
Interior Madrid 28010, Madrid
Spain
100 Content
Circus Network
Holding, S.A.P.I. DE C.V.
Calle Lago Alberto
442 Torre A- 404 Suite 608,
PO BOX: 11320, Anahuac,
I Seccion, Miguel Hidalgo,
Ciudad de Mexico
Mexico
100 Holding company
Circus Network Servicos
De Marketing Ltda
Rua Girassol, 128, 3o andar,
Vila Madalena, 05433-000,
São Paulo, SP.
Brazil
100 Content
Citrusbyte, LLC (DBA
TheoremOne, LLC)
21550 Oxnard St, 3rd Floor,
#11 Woodland Hills, CA 91367
United States
of America
100 Technology Service s
S
4
Capital plc Annual Report and Accounts 2022 187
2 310 4

Name of entity Address of the registered office
Place of business/
Country of
incorporation
Ownership
interest % Principle activity
Conversion
Works Ltd
Unit 6 Windsor Business
Centre, Vansittart Estate,
Windsor, Berkshire,
SL4 1SP
United Kingdom
100 Data&Digital Media
Decoded Advanced
Media LLC
874, Walker Road, Suite C,
Dover County of Kent,
DE 19904
United States
of America
100 Content
Decoded
Advertising LLC
874, Walker Road, Suite C,
Dover County of Kent,
DE 19904
United States
of America
100 Content
Decoded
Advertising UK Ltd
Mercer & Hole, 21 Lombard
Street, London, EC3V 9AH
United Kingdom
100 Content
Decoded
Intelligence LLC
874, Walker Road, Suite C,
Dover County of Kent,
DE 19904
United States
of America
100 Content
Decoded US
Holdco Inc
850 New Burton Road,
Suite 201, Dover,
Delaware 19904
United States
of America
100 Holding company
Destined 4 Pty Ltd Level 8, 32 West Street
North Sydney NSW 2060
Australia
100 Data&Digital Media
Destined 5 Pte Ltd 30 Cecil Street, #19-08,
Prudential Tower,
Singapore (049712)
Singapore
100 Data&Digital Media
Digocloud SAS CR 11 NO. 94 A
25 OF 201 Bogotá
Colombia
100 Data&Digital Media
Digodat SA Tucumán 1, 4th. Floor, City
of Buenos Aires C1049AAA
Argentina
100 Data&Digital Media
Digolab SPA La Capitanía nro 80,
Bloque Of Dpto
108 Las Condes, Santiago
Chile
100 Data&Digital Media
Digosoft SRL de CV Goldsmith 40, ofna 9, Colonia
Polanco, Delegación Miguel
Hidalgo, Ciudad de México,
CP 11550
Mexico
100 Data&Digital Media
Farzul SA Dr. Scoseria 2671 - Punta
Carretas - Montevideo
Uruguay
100 Content
Firewood
Marketing Mexico
S. de R.L. de C.V.
Gustavo Baz 2160, Edificio 3,
piso 1, 54060 Tlalnepantla de
Baz, Estado de México, México
Mexico
100 Content
Firewood
Marketing Inc
850 New Burton Road
Suite 201, City of Dover,
County of Kent,
Delaware 19904
United States
of America
100 Content
Firewood Marketing
Ireland Ltd
3rd Floor Ulysses House,
Foley Street, Dublin 1
Ireland
100 Content
Firewood Marketing
UK Ltd
12 St. James’s Place, London,
SW1A 1NX
United Kingdom
100 Content
Flying Nimbus SAS Tucumán 1, 4th. Floor, City
of Buenos Aires C1049AAA
Argentina
100 Data&Digital Media
Formula Partners, LLC 2140 S. Dupont Highway
Camden, DE 19934
United States
of America
100 Technology Services
Notes to the consolidated financial statements
continued
29. Interest in other entities continued
Financial statements
S
4
Capital plc Annual Report and Accounts 2022 188

Name of entity Address of the registered office
Place of business/
Country of
incorporation
Ownership
interest % Principle activity
Hilanders
(Hong Kong) Ltd
Room 303, 3/F., Golden Gate
Commercial Building,
136-138 Austin Road, Tsim Sha
Tsui, Kowloon
Hong Kong
100 Content
IMAgency B.V. Danzigerbocht 41 C, 1013AM
Amsterdam
The Netherlands
100 Content
IMAgency USA Inc 8 The Green, STE B B, Dover
County of Kent, DE 19901
United States
of America
100 Content
Jam3 EMEA B.V. Van Diemenstraat 180, 1013CP
Amsterdam
The Netherlands
100 Content
Jam3 Holding Inc Suite 1700, Park Place 666,
Burrard Street, Vancouver, BC,
V6C 2X8
Canada
100 Holding company
Jam3 of America Inc 850 New Burton Road, Suite 201,
Dover, Delaware 19904
United States
of America
100 Content
Lemma Solutions LLC 2140 S. Dupont Highway
Camden, DE 19934
United States
of America
100 Technology Services
Lens10 Pty Ltd Level 5, 66 King Street,
Sydney NSW 2000
Australia
100 Data&Digital Media
Made.for.Digital Inc 874 Walker Road, Suite C,
County of Kent, Dover,
Delaware, 19904
United States
of America
100 Content
Mamba Holding S.r.l, Milano (mi),
Viale Papiniano 44, 20123
Italy
100 Content
Maverick Digital Inc 838 Walker Road, Suite 21-2,
Dover, County of Kent, 19904,
Delaware.
United States
of America
100 Data&Digital Media
Maverick Digital
Services Pvt Ltd
25/30, Third Floor, Babaji
Complex, Tilak Nagar,
Delhi 110018
India
100 Data&Digital Media
Media.Monks DDM
(Hilversum) B.V.
Oude Amersfoortseweg 125,
1212 AA Hilversum
The Netherlands
100 Data&Digital Media
Media.Monks
Paris SAS (previously
Darewin SAS)
17 rue Martel – Paris (75010) France
100 Content
Media.Monks
Publishing B.V.
Oude Amersfoortseweg 125,
1212 AA Hilversum
The Netherlands
100 Content
Media.Monks
Taiwan Co. Ltd
27F., No.9, Songgao Rd.,
Xinyi Dist., Taipei City 110,
(R.O.C.)
Taiwan
100 Data&Digital Media
MediaMonks Arabian
Company for Media
Production LLC
8884 Airport Street,
13413, Riyadh
Kingdom of
Saudi Arabia
100 Content
MediaMonks
Australia Pty Ltd
HWL Ebsworth Level 14,
Australia Square,
264-278 George Street,
Sydney Cove NSW 2000
Australia
100 Content
MediaMonks B.V. Oude Amersfoortseweg 125,
1212 AA Hilversum
The Netherlands
100 Content
S
4
Capital plc Annual Report and Accounts 2022 189
2 310 4

Name of entity Address of the registered office
Place of business/
Country of
incorporation
Ownership
interest % Principle activity
MediaMonks
Buenos Aires SRL
Tucumán 1, 4th Floor,
Buenos Aires
Argentina
100 Content
MediaMonks
Cape Town Pty Ltd
410 The Hills, Buchanan
Square, 160 Sir Lowry Road,
Woodstock 7925, Cape Town
South Africa
100 Content
MediaMonks FZ-LLC Dubai Media City Building 9,
Third floor, unit 318, Dubai,
U.A.E.
United Arab
Emirates
100 Content
MediaMonks
Germany GmbH
Mollenbachstraße 3,
71229 Leonberg
Germany
100 Content
MediaMonks
Hong Kong Ltd
11/F, Unit B, Winbase Centre
208 Queen’s Road Central
Sheung Wang
Hong Kong
100 Holding company
MediaMonks Inc. 874, Walker Road, Suite C,
Dover County of Kent,
DE 19904
United States
of America
100 Content
MediaMonks
Information Technology
(Shanghai) Co. Ltd.
Room 603-A09,
East Building 1,
No.29 Jiatai Road, China
(Shanghai) Pilot Free Trade
Zone 201206
P.R. China
100 Content
MediaMonks
Kazakhstan LLP
Building 6, Premise
1, Saryarka Avenue,
Saryarka District, city of
Nur-Sultan, 010000 (Z10H9E3)
Republic of
Kazakhstan
100 Content
MediaMonks
London Ltd
The Hewett, 14 Hewett Street,
London, EC2A 3NP
United Kingdom
100 Content
MediaMonks
Malaysia Sdn. Bhn.
No. 256B, Jalan Bandar 12,
Taman Melawati,
Wilayah Persekutuan,
Kuala Lumpur, 53100
Malaysia
100 Content
MediaMonks
Mexico City
S. de R.L. de C.V.
Amsterdam 271 Int 203,
Colonia Hipodromo, Delegación
Cuauhtemoc, CP 06100 CDMX
Mexico
100 Content
MediaMonks
Multimedia Holding B.V.
Oude Amersfoortseweg 125,
1212 AA Hilversum
The Netherlands
100 Holding company
MediaMonks Poland
Spółka Z Ograniczoną
Odpowiedzialnością
ul. SZCZYTNICKA, nr 11, lok.
miejsc. WROCŁAW, kod 50-382,
poczta WROCŁAW
Poland
100 Content
MediaMonks
Russia LLC
125047, Moscow, VN.TER.G.
Municipal District of Tverskoy,
4-TH Lesnoy Lane, D. 4, Floor 4
Rooms. I, COM. 23 Office 4107.
Russian Federation
100 Content
MediaMonks Sao Paolo
Serv. De Internet para
Publicidade Ltda.
Rua Fidalga, 184, Anexo 198,
Pinheiros, CEP: 05432-000, São
Paulo.
Brazil
100 Content
MediaMonks
Seoul LLC
3F, Heungguk BLDG, 166,
Toegye-ro, Jung-gu, Seoul,
04627
Republic of Korea
100 Content
MediaMonks
Singapore Pte. Ltd.
9 Raffles Place #26-01
Republic Plaza, 048619
Singapore
100 Content
Notes to the consolidated financial statements
continued
29. Interest in other entities continued
Financial statements
S
4
Capital plc Annual Report and Accounts 2022 190

Name of entity Address of the registered office
Place of business/
Country of
incorporation
Ownership
interest % Principle activity
MediaMonks
Stockholm AB
Norrlandsgatan 18,
11143 Stockholm
Sweden
100 Content
MediaMonks
Tokyo G.K.
1-6-5 Jinnan, Shibuya Ku,
Tokyo 150-0041
Japan
100 Content
MediaMonks
Toronto Ltd
Suite 1700, Park Place, 666
Burrard Street, Vancouver, BC
V6C 2X8
Canada
100 Content
Metric Theory LLC 850 New Burton Road, Suite 201,
Dover, Delaware 19904
United States
of America
100 Data&Digital Media
MightyHive AB Norrlandsgatan 18, 111 43
Stockholm
Sweden
100 Data&Digital Media
MightyHive
AU Pty Ltd
HWL Ebsworth Level 14,
Australia Square,
264-278 George Street,
Sydney Cove NSW 2000
Australia
100 Data&Digital Media
MightyHive Brazil
Consulting Ltda.
Rua Girassol, 106, 1 andar, CEP:
05433-000, Vila Madalena, São
Paulo
Brazil
100 Data&Digital Media
MightyHive
France SAS
43-47 Avenue de la Grande
Armee, 75116 Paris
France
100 Data&Digital Media
MightyHive
Germany GmbH
Brienner StraBe 28,
80333 Munchen
Germany
100 Data&Digital Media
MightyHive
Holdings Ltd
333 Seymour Street, 8th Floor,
Vancouver BC V6B 5A7, Canada
Canada
100 Data&Digital Media
MightyHive
Hong Kong Ltd
47/F Central Plaza, 18 Harbour
Road, Wanchhai
Hong Kong
100 Data&Digital Media
MightyHive Inc 850 New Burton Road,
Suite 201, Dover,
Delaware 19904
United States
of America
100 Data&Digital Media
MightyHive
India Pvt Ltd
Shop No.2, Ram Niwas
CHS Ltd., Ranchod Das Road,
Dahisar West, Mumbai 400068,
Maharashtra
India
100 Data&Digital Media
MightyHive Information
Technology
(Shanghai) Co. Ltd
Room 07-130, Floor 08, No. 3,
Lane 26, Qixia Road, China
(Shanghai) Pilot Free Trade
Zone (actual floor, 7th floor)
P. R. China
100 Data&Digital Media
MightyHive K.K. 1 Chome 11-1, Nishiikebukuro,
Toshima-ku, Tokyo, 171-0021
Japan
100 Data&Digital Media
MightyHive
Korea Co. Ltd
3F, 166, Toegye-ro,
Jung-gu, Seoul
Republic of Korea
100 Data&Digital Media
MightyHive Ltd The Pinnacle,
160 Midsummer Boulevard,
Milton Keynes MK 9 1FF
United Kingdom
100 Data&Digital Media
MightyHive NZ Ltd William Buck (NZ) Ltd,
Level 4 Zurich House,
21 Queen Street,
Auckland, 1010
New Zealand
100 Data&Digital Media
MightyHive
SG Ptd Ltd
61 Robinson Road, Level 16
#12-61, Singapore, 068893
Singapore
100 Data&Digital Media
S
4
Capital plc Annual Report and Accounts 2022 191
2 310 4

Name of entity Address of the registered office
Place of business/
Country of
incorporation
Ownership
interest % Principle activity
MightyHive SRL Milano (MI) ViaLe Abruzzi
94 CAP 20131
Italy
100 Data&Digital Media
Miyagi S.r.l. Milano (mi),
Viale Papiniano 44, 20123
Italy
100 Content
M-Monks Digital
Media Pvt. Ltd.
Flat No. 402, Paras Pearl, No.
161, Greenglen Layout, Sarjapur
Outer Ring Rd, Bellandur,
Bangalore 0 560037, Karnataka
India
100 Content
Orca Pacific
Manufacturers
Representatives LLC
1100 Dexter Avenue North,
Suite 200, Seattle,
WA 98109-3598
United States
of America
100 Data&Digital Media
Permundi
Agenciamento,
Treinamentos e
Tecnologia Ltda.
Rua Dona Alexandrina,
No. 1346, Vila Monteiro,
Gleba I, City of São Carlos,
State of São Paulo, 13.560-290
Brazil
100 Data&Digital Media
Progmedia
Argentina SAS
Ortiz de Ocampo 3302
Building 1, 1st floor Office No. 7,
City of Buenos Aires
Argentina
100 Data&Digital Media
Proof LLC 21550 Oxnard St, 3rd Floor,
#11 Woodland Hills, CA 91367
United States
of America
100 Technology Services
PT Media
Monks Indonesia
Equity Tower Building 35-37th
floor, JL. JEND. SUDIRMAN,
KAV 52-53, Desa/Kelurahan
Senayan, Kec. Kebayoran Baru,
Kota Adm. Jakarta Selatan,
Provinsi DKI Jakarta,
Kode Pos: 12190
Indonesia
100 Data&Digital Media
Raccoon
Publicidade Ltda.
Rua Dona Alexandrina,
No. 1346, Vila Monteiro,
Gleba I, City of São Carlos,
State of São Paulo, 13.560-290
Brazil
100 Data&Digital Media
Rewinda SAS 5 Rue Rebeval, Appt 50,
75019 Paris
France
100 Content
Rocky
Publicidade Ltda.
Av. Irene da Silva Venâncio,
number 199, GP 03A, Bairro
Protestantes, CEP: 18111-100
Brazil
100 Data&Digital Media
Staud Studios GmbH Mollenbachstraße 3, 71229
Leonberg
Germany
100 Content
Superhero
Cheesecake Inc.
874 Walker Road, Suite C,
Dover, County of Kent,
DE 19904
United States
of America
100 Content
Tableau,
S. DE R.L. DE C.V.
Calle Lago Alberto
442 Torre A- 404 Suite 558,
PO BOX: 11320, Anahuac,
I Seccion, Miguel Hidalgo,
Ciudad de Mexico
Mexico
100 Content
Technical Performance
Services LLC
21550 Oxnard St, 3rd Floor,
#11 Woodland Hills, CA 91367
United States
of America
100 Technology Services
The Monastery LLC
(Previously MediaMonks
Films LLC)
874, Walker Road, Suite C, Dover
County of Kent, DE 19904
United States
of America
100 Content
Notes to the consolidated financial statements
continued
29. Interest in other entities continued
Financial statements
S
4
Capital plc Annual Report and Accounts 2022 192

Name of entity Address of the registered office
Place of business/
Country of
incorporation
Ownership
interest % Principle activity
Toga S.r.l. Milano (mi),
Viale Papiniano 44, 20123
Italy
100 Content
Tomorrow
(Shanghai) Ltd
Room 2385, No. 12, Lane 65,
Huandong No.1 Road,
Fengjing Town,
Jinshan District, Shanghai
P.R. China
100 Content
XX Artists LLC 12130 Millennium Dr., Suite 300
Los angeles, CA 90045
United States
of America
100 Content
Zemoga Inc 850 New Burton Road, Suite 201,
Dover, Delaware 19904
United States
of America
100 Technology Services
Zemoga SaS Calle 95 15-09 Bogota Colombia
100 Technology Services
PT Mightyhive Indonesia Gedung Revenue Lt. 23 Unit
23-122, Jl. Jenderal Sudirman
Kac. 52-53, Senayan, Kebayoran
Baru, Kota Adm. Jakarta Selatan,
DKI Jakarta
Indonesia
100 Data&Digital Media
Joint Ventures
Name of entity Address of the registered office
Place of business/
Country of
incorporation
Ownership
interest Principle activity
S4S Ventures General
Partner S.À R.L.
412F, Route d’Esch L-1471,
Luxembourg
Luxembourg
50 Holding company
S4S Ventures General
Partner LLC
251 Little Falls Drive, Wilmington,
DE 19808
United States of
America
50 Holding company
S
4
Capital plc Annual Report and Accounts 2022 193
2 310 4

Notes
2022
£’000
2021
£’000
Assets
Fixed assets
Investments in subsidiaries 1 1,039,533 905,008
1,039,533 905,008
Current assets
Trade and other receivables 2 6,418 3,703
Cash and cash equivalents 3 41 3,454
6,459 7,157
Total assets 1,045,992 912 ,165
Liabilities
Current liabilities
Trade and other payables 4 (11,362) (3,413)
(11,362) (3,413)
Total liabilities (11,3 62) (3,413)
Net assets 1,034,630 908,752
Equity
Share capital 5 141,958 138,827
Reserves 5 892,672 769,925
Total equity 1,034,630 908,752
The Company reported a net loss for the financial year ended 31 December 2022 of £8.2 million (2021: £10.8 million
profit). The accompanying notes on pages 196 to 200 form an integral part of the financial statements.
The financial statements on pages 194 to 200 were approved by the Board of Directors on 13 April 2023 and signed
onits behalf by
Sir Martin Sorrell Mary Basterfield
Executive Chairman Group Chief Financial Officer
Company’s registered number: 10476913
Company balance sheet
At 31 December 2022
Financial statements
S
4
Capital plc Annual Report and Accounts 2022 194

Share
capital
£’000
Share
premium
£’000
Merger
reserves
£’000
Other
reserves
£’000
Retained
earnings
£’000
Total
£’000
Balance at 1 January 2021 135,516 364,195 205,717 29,275 16,313 751,016
Profit for the year – – – – 10,835 10,835
Total comprehensive profit – – – – 10,835 10,835
Transactions with owners
of the Company
Business combinations 3, 311 82,715 – 45,856 – 131,882
Employee share schemes – – – (110) 15,129 15,019
Balance at 31 December 2021 138,827 446,910 205,717 75,021 42,277 908,752
Loss for the year – – – – (8,189) (8,189)
Total comprehensive loss – – – – (8,189) (8 ,18 9)
Transactions with owners
of the Company
Business combinations 3,131 21,661 – 94,852 – 119,64 4
Capital reduction – (462,705) (205,717) – 668,422 –
Employee share schemes – – – 420 14,003 14,423
Balance at 31 December 2022 141,958 5,866 – 170,293 716,513 1,034,630
The accompanying notes on pages 196 to 200 form an integral part of the Company financial statements.
Company statement of changes in equity
For the year ended 31 December 2022
S
4
Capital plc Annual Report and Accounts 2022 195
2 310 4

A. General
The Company financial statements are part of the 2022 financial statements of S
4
Capital plc. S
4
Capital plc is a listed
Company on the London Stock Exchange and has its registered office at 12 St James’s Place, London, SW1A 1NX,
United Kingdom. S
4
Capital plc (the Company) is a holding company for investments active in the digital advertising and
marketing services space.
B. Basis of preparation
The Parent Company balance sheet and related notes have been prepared under the historical cost convention and
in accordance with Financial Reporting Standard 100 Application of Financial Reporting Requirements (FRS 100) and
Financial Reporting Standard 101 Reduced Disclosure Framework (FRS 101). The Parent Company financial statements
have been prepared in accordance with the requirements of the Companies Act 2006 and The Large and Medium-
sized Companies and Groups (Accounts and Reports) Regulations 2008 (SI 2008/410).
In these financial statements, the Company has applied the exemptions available under FRS 101 in respect of the
following disclosures:
• Statement of Cash Flows and related Notes
• disclosures in respect of transactions with wholly owned subsidiaries
• disclosures in respect of capital management
• the effects of new but not yet effective IFRSs
• disclosures in respect of the compensation of Key Management Personnel.
As the Group consolidated financial statements (presented on pages 134 to 193) include the equivalent disclosures,
the Company has also taken the exemptions under FRS 101 available in respect of the following disclosures:
• IFRS 2 ‘Share-based Payment’ in respect of Group settled share-based payments certain disclosures required by
IFRS 13 ‘Fair Value Measurement’ and the disclosures required by IFRS 7 ‘Financial Instrument Disclosures’.
• No individual profit and loss account is prepared as provided by Section 408 of the Companies Act 2006.
C. UK-adopted international accounting standards
The financial statements of S
4
Capital plc have been prepared in accordance with UK-adopted International
Accounting Standards and with the requirements of the Companies Act 2006 as applicable to companies reporting
under those standards.
D. New and amended standards and interpretations adopted by the Company
In the current year, the Company has applied a number of amendments to IFRS Accounting Standards issued by the
International Accounting Standards Board (IASB) that are mandatorily effective for an accounting period that begins on
or after 1 January 2022. Their adoption has not had any material impact on the disclosures or on the amounts reported
in these financial statements.
Amendments to IFRS 3 Reference to the Conceptual Framework
The Company has adopted the amendments to IFRS 3 Business Combinations. The amendments update IFRS 3 so
that it refers to the 2018 Conceptual Framework instead of the 1989 Framework. They also add to IFRS 3 a requirement
that, for obligations within the scope of IAS 37 Provisions, Contingent Liabilities and Contingent Assets, an acquirer
applies IAS 37 to determine whether at the acquisition date a present obligation exists as a result of past events.
For a levy that would be within the scope of IFRIC 21 Levies, the acquirer applies IFRIC 21 to determine whether the
obligating event that gives rise to a liability to pay the levy has occurred by the acquisition date.
Notes to the Company financial statements
Financial statements
S
4
Capital plc Annual Report and Accounts 2022 196

Amendments to IAS 16 Property, Plant and Equipment – Proceeds before Intended Use
The Company has adopted the amendments to IAS 16 Property, Plant and Equipment. The amendments prohibit
deducting from the cost of an item of property, plant and equipment any proceeds from selling items produced before
that asset is available for use, i.e. proceeds while bringing the asset to the location and condition necessary for it to be
capable of operating in the manner intended by management. Consequently, an entity recognises such sales proceeds
and related costs in profit or loss. The entity measures the cost of those items in accordance with IAS 2 Inventories.
The amendments also clarify the meaning of ‘testing whether an asset is functioning properly’. IAS 16 now specifies
this as assessing whether the technical and physical performance of the asset is such that it is capable of being used
in the production or supply of goods or services, for rental to others, or for administrative purposes. If not presented
separately in the statement of comprehensive income, the financial statements shall disclose the amounts of proceeds
and cost included in profit or loss that relate to items produced that are not an output of the entity’s ordinary activities,
and which line item(s) in the statement of comprehensive income include(s) such proceeds and cost.
Amendments to IAS 37 Onerous Contracts – Cost of Fulfilling a Contract
The Company has adopted the amendments to IAS 37. The amendments specify that the cost of fulfilling a contract
comprises the costs that relate directly to the contract. Costs that relate directly to a contract consist of both the
incremental costs of fulfilling that contract (examples would be direct labour or materials) and an allocation of other
costs that relate directly to fulfilling contracts (an example would be the allocation of the depreciation charge for an
item of property, plant and equipment used in fulfilling the contract).
Annual Improvements to IFRS Accounting Standards 2018-2020 Cycle
The Company has adopted the amendments included in the Annual Improvements to IFRS Accounting Standards
2018-2020 Cycle. The Annual Improvements include amendments to four standards.
IFRS 9 Financial Instruments
The amendment clarifies that in applying the ‘10 per cent’ test to assess whether to derecognise a financial liability,
an entity includes only fees paid or received between the entity (the borrower) and the lender, including fees paid or
received by either the entity or the lender on the other’s behalf.
IFRS 16 Leases
The amendment removes the illustration of the reimbursement of leasehold improvements.
E. New and amended standards and interpretations not yet adopted
Certain new and amended accounting standards and interpretations have been published that are not mandatory for
31 December 2022 reporting periods and have not been early adopted by the Company. None of these are expected to
have a material impact on the Company in the current or future reporting periods.
F. Basis of accounting
The Company financial statements are prepared under the historical cost convention and on a going concern basis,
in accordance with the Companies Act 2006. The following paragraphs describe the main accounting policies, which
have been applied consistently.
Estimates and judgements
The preparation of the Financial Statements in conformity with generally accepted accounting principles requires
management to make estimates and judgements that affect the reported amounts of assets and liabilities at the
date of the Financial Statements and the reported amounts of revenues and expenses during the reporting period.
Actual results could differ from those judgements and estimates. There are no critical judgements or estimates
affecting the parent company.
Impairment of Investment in subsidiaries
The carrying value of the Company’s investments in subsidiaries have been disclosed in Note 1 and are assessed for
impairment on an annual basis. Determining whether the carrying value has any indication of impairment requires
judgement. In testing for impairment, estimates are used to determine cashflows and discount rates. The Company
follows the same valuation methodologies and assumptions as the Group’s annual impairment review as described in
Note 10 to the consolidated financial statements.
S
4
Capital plc Annual Report and Accounts 2022 197
2 310 4

F. Basis of accounting continued
Foreign currencies
Profit and loss account items in foreign currencies are translated into GBP at average rates for the relevant accounting
periods. Monetary assets and liabilities are translated at exchange rates prevailing at the date of the Company
balance sheet. Exchange gains and losses on loans and on short-term foreign currency borrowings and deposits are
included within net finance cost. Exchange differences on all other foreign currency transactions are recognised in
operating profit.
Taxation
The current tax payable is based on taxable profit for the year. Taxable profit differs from reported profit because
taxable profit excludes items that are either never taxable or tax deductible or items that are taxable or tax deductible
in a different period. The Company’s current tax assets and liabilities are calculated using tax rates that have been
enacted or substantively enacted by the reporting date.
Deferred tax is provided using the balance sheet liability method, providing for temporary differences between the
carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for taxation purposes.
Deferred tax assets are recognised to the extent that it is probable that taxable profit will be available against which the
asset can be utilized. This requires judgements to be made in respect of the availability of future taxable income.
No deferred tax asset or liability is recognised in respect of temporary differences associated with investments in
subsidiaries and branches where the Company is able to control the timing of reversal of the temporary differences and
it is probable that the temporary differences will not reverse in the foreseeable future.
The Company’s deferred tax assets and liabilities are calculated using tax rates that are expected to apply in the period
when the liability is settled or the asset realized based on tax rates that have been enacted or substantively enacted by
the reporting date.
Accruals for tax contingencies require management to make judgements of potential exposures in relation to tax
audit issues. Tax benefits are not recognised unless the tax positions will probably be accepted by the authorities.
This is based upon management’s interpretation of applicable laws and regulations and the expectation of how the tax
authority will resolve the matter. Once considered probable of not being accepted, management reviews each material
tax benefit and reflects the effect of the uncertainty in determining the related taxable result.
Accruals for tax contingencies are measured using either the most likely amount or the expected value amount
depending on which method the Company expect to better predict the resolution of the uncertainty.
Investments
Fixed asset investments, including investments in subsidiaries, are stated at cost and reviewed for impairment if there
are indications that the carrying value may not be recoverable.
Share-based payments
The issuance by the Company to employees of its subsidiaries of a grant of awards over the Company’s shares,
represents additional capital contributions by the Company to its subsidiaries. An additional investment in subsidiaries
results in a corresponding increase in shareholders’ equity. The additional capital contribution is based on the fair value
of the grant issued, allocated over the underlying grant’s vesting period, less the market cost of shares charged to
subsidiaries in settlement of such share awards.
Litigation
Through the normal course of business, the Group is involved in legal disputes the settlement of which may involve
cost to the Company. Provision is made where an adverse outcome is probable and associated costs can be estimated
reliably. In other cases, appropriate descriptions are included.
Dividends
Up to the date of approval of these financial statements no dividends were paid by S
4
Capital plc to its shareowners
(2021: £nil).
Employees
The Company had no employees during either year. Details of Directors’ emoluments, which were paid by other Group
companies, are set out in the Directors’ Remuneration Report on pages 105 to 106.
Notes to the Company financial statements
continued
Financial statements
S
4
Capital plc Annual Report and Accounts 2022 198

1. Investments in subsidiaries
Investments in subsidiaries are stated at cost less, where appropriate, provisions for impairment.
2022
£’000
2021
£’000
Balance at the beginning of the year 905,008 752,337
Capital contributions 120,309 138,795
Share-based payments 14,216 13,876
Balance at the end of the year 1,039,533 905,008
The Company directly holds 100% ownership in S
4
Capital 2 Ltd. The Company indirectly holds effectively 100% of
ordinary shares of the subsidiaries disclosed in Note 29 of the consolidated financial statements. The investments in
subsidiaries are assessed annually to determine if there is any indication that any of the investments might be impaired.
As at 31 December 2022, the market capitalisation of the Group was marginally higher than the Company’s carrying
value of its investment in the Group. Management has therefore performed an impairment test to determine whether
recoverable amount exceeded the cost of investment recognised. The recoverable amount is assessed on a value in
use basis. The value in use is calculated using a discounted cash flow methodology using financial information related
to the subsidiaries including projected cashflows in conjunction with the goodwill impairment analysis performed by
the Group.
2. Trade and other receivables
2022
£’000
2021
£’000
Value added tax – 467
Corporate tax 2,985 774
Amounts owed by subsidiaries 1,856 1,358
Other receivables and prepayments 1,577 1,10 4
Total 6,418 3,703
The loss allowance for receivables from subsidiaries is based on the three-stage impairment expected credit loss
model. No material impairment arose.
3. Cash and cash equivalents
2022
£’000
2021
£’000
Cash and cash equivalents 41 3,454
Total 41 3,454
4. Trade and other payables
2022
£’000
2021
£’000
Trade payables (1,419) (2,317 )
Other payables and accruals (3,789) (1,096)
Value added taxes (773) –
Amounts owed to subsidiaries (5,381) –
Total (11,3 62) (3,413)
S
4
Capital plc Annual Report and Accounts 2022 199
2 310 4

5. Equity
A. Share capital
The authorised share capital of S
4
Capital plc contain an unlimited number of Ordinary Shares having a nominal value
of £0.25 per Ordinary Share. At the end of the reporting period, the issued and paid-up share capital of the Company
consisted of 567,832,883 (2021: 555,307,572) Ordinary Shares having a nominal value of £0.25 per Ordinary Share.
B. Reserves
The following describes the nature and purpose of each reserve within equity:
• Share premium Amount subscribed for share capital in excess of nominal value. The share premium is net of
costs directly relating to the issuance of shares.
• Merger reserves Amount subscribed for share capital in excess of nominal value as required by merger relief.
• Other reserves Shares issued in the name of the Company to an employee benefit trust and shares issued
in the name of S
4
Capital Group for deferred consideration.
• Retained earnings Retained earnings represents the net profit (loss) for the year and all other net gains and losses
and transactions with shareowners (example dividends) not recognised elsewhere.
6. Related party transactions
Details of compensation for key management personnel are disclosed on pages 105 to 106. The Company did not have
any other related party transactions during the financial year (2021: £nil).
7. Events occurring after the reporting period
Details of events occurring after the reporting period are disclosed in Note 28 of the consolidated financial statements.
Notes to the Company financial statements
continued
Financial statements
S
4
Capital plc Annual Report and Accounts 2022 200

Alternative Performance Measures
The Group has included various unaudited alternative performance measures (APMs) in its Annual Report and
Accounts. The Group includes these non-GAAP measures as it considers these measures to be both useful and
necessary to the readers of the Annual Report and Accounts to help them more fully understand the performance
and position of the Group. The Group’s measures may not be calculated in the same way as similarly titled measures
reported by other companies. The APMs should not be viewed in isolation and should be considered as additional
supplementary information to the IFRS measures. Full reconciliations have been provided between the APMs and their
closest IFRS measures.
The Group has concluded that these APMs are relevant as they represent how the Board assesses the performance
of the Group and they are also closely aligned with how shareholders value the business. They provide like-for-like,
year-on-year comparisons and are closely correlated with the cash inflows from operations and working capital
position of the Group. They are used by the Group for internal performance analysis and the presentation of these
measures facilitates comparison with other industry peers as they adjust for non-recurring factors which may materially
affect IFRS measures. Adjusting items for the Group include amortisation of acquired intangibles, acquisition related
expenses costs, share-based payments, employment-related acquisition costs and restructuring costs. Whilst adjusted
measures exclude amortisation of intangibles, acquisition costs and restructuring costs they do include the revenue
from acquisitions and the benefits of the restructuring programmes and therefore should not be considered a complete
picture of the Group’s financial performance, that is provided by the IFRS measures.
The adjusted measures are also used in the calculation of the adjusted earnings per share and banking covenants as
per our agreements with our lenders.
APM
Closest
IFRSmeasure
Adjustments to reconcile
toIFRSMeasure Reason for use
Consolidated statement of profit or loss
Controlled
billings
Revenue Includes media spend
contracted directly by clients
with media providers and
pass-through costs (see
reconciliation A1 on
page202)
It is an important measure to help understand the
scale of the activities that Group has managed on
behalf of its clients, in addition to the activities
that are directly invoiced by the Group.
Billings Revenue Includes pass through costs
(see reconciliation A1 on
page202)
It is an important measure to understand the
activities that are directly invoiced by the Group to
its clients.
Net revenue Revenue Excludes direct costs
(seereconciliation A2
onpage 202)
This is more closely aligned to the fees the Group
earns for its services provided to the clients. This
is a key metric used in business when looking at
the Practice performance.
Operational
EBITDA
Operating profit Excludes amortisation
ofintangible assets,
acquisitionrelated expenses,
share-based payments
and PPE depreciation
(seereconciliation A3
onpage202)
Operational EBITDA is operating profit before the
impact of adjusting items, amortisation of
intangible assets and PPE depreciation. The
Group considers this to be an important measure
of Group performance and is consistent with
how the Group is assessed by the Board and
investment community
Like-for-like Revenue and
operating profit
Is the prior year comparative,
in this case 2021, restated to
include acquired businesses
for the same months as 2022,
and restated using same FX
rates as used in 2022 (see
reconciliations A4 on
page203)
Like-for-like is an important measure used by
the Board and investors when looking at Group
performance. It provides a comparison that
reflects the impact of acquisitions and changes
in FX rates during the period.
Pro-forma Revenue and
operating profit
Is full year consolidated
results in constant currency
and for acquisitions as if the
Group had existed in full for
the year (see reconciliations
A5 on page 203)
Pro-forma figures are used extensively by
management and the investment community. It is
a useful measure when looking at how the Group
has changed in light of the number of acquisitions
that have been completed and to understand the
performance of the Group.
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Alternative Performance Measures
continued
APM
Closest
IFRSmeasure
Adjustments to reconcile
toIFRSMeasure Reason for use
Adjusted
basic earnings
per share
Basic earnings
per share
Excludes amortisation of
intangible assets, acquisition
related costs, share-based
payments and restructuring
expenses (see reconciliation
A6 on page 204)
Adjusted basic earnings per share is used by
management to understand the earnings per
share of the Group after removing non-recurring
items and those linked to combinations.
Consolidated balance sheet
Net debt None See reconciliation A7 on
page205
Net debt is cash less gross bank loans (excluding
transaction costs). This is a key measure used
by management and in calculations for
bank covenants.
Billings and controlled billings (A1)
2022
£’000
2021
£’000
Revenue 1,069,489 686,601
Pass-through expenses 820,9 88 610,249
Billings
1
1,890,477 1,296,850
Third party billings direct to clients 3,760,747 2,6 9 6,311
Controlled billings
2
5,651,224 3,9 93,161
Notes:
1. Billings are gross billings to clients including pass-through expenses.
2. Controlled billings are billings we influenced.
Net revenue (A2)
2022
£’000
2021
£’000
Revenue 1,069,489 686,601
Direct costs (177,797) (126,338)
Net revenue 89 1,692 560,263
Reconciliation to operational EBITDA (A3)
2022
£’000
2021
£’000
Operating (loss) / profit (135,296) (42,055)
Amortisation and impairment of intangible assets 78,859 39,491
Acquisition, restructuring and other expenses 155,873 83,496
Share-based payment 14,660 13,8 76
Depreciation of property, plant and equipment
1
10,076 6,179
Operational EBITDA 124,172 100,987
Note:
1. Depreciation of property, plant and equipment is exclusive of depreciation on right-of-use assets.
Financial statements
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Capital plc Annual Report and Accounts 2022 202

Like-for-Like (A4)
Like-for-like revenue
Year ended 31 December 2021
Content
£’000
Data&Digital
Media
£’000
Technology
Services
£’000
Total
£’000
Revenue 513,433 165,646 7,522 686,601
Impact of acquisitions 79,389 34,590 50,005 163,984
Impact of foreign exchange 29,454 (15,854) (3,629) 9,971
Like-for-like revenue
1
622,276 184,382 53,898 860,556
% like-for-like revenue change 21.4% 19.6% 73.6% 24.3%
Note:
1. Like-for-like is a non-GAAP measure and relates to 2021 being restated to show the unaudited numbers for the previous year of the existing and
acquired businesses consolidated for the same months as in 2022, applying currency rates as used in 2022.
Like-for-like net revenue
Year ended 31 December 2021
Content
£’000
Data&Digital
Media
£’000
Technology
Services
£’000
Total
£’000
Net revenue 385,552 167,079 7,632 560,263
Impact of acquisitions 57,9 0 2 33,520 49,328 140,750
Impact of foreign exchange 26,252 (15, 741) (3,479) 7,0 32
Like-for-like net revenue
1
469,7 06 184,858 53,481 708,045
% like-for-like net revenue change 24.1% 17. 3% 72.3% 25.9%
Note:
1. Like-for-like is a non-GAAP measure and relates to 2021 being restated to show the unaudited numbers for the previous year of the existing and
acquired businesses consolidated for the same months as in 2022, applying currency rates as used in 2022.
Like-for-like operational EBITDA
Year ended 31 December 2021
Total
£’000
Operational EBITDA 100,987
Impact of acquisitions 39,039
Impact of foreign exchange 8,450
Like-for-like operational EBITDA
1
148,476
% like-for-like operational EBITDA change -16.4%
Note:
1. Like-for-like is a non-GAAP measure and relates to 2021 being restated to show the unaudited numbers for the previous year of the existing and
acquired businesses consolidated for the same months as in 2022, applying currency rates as used in 2022.
Pro-forma (A5)
Pro-forma revenue
Content
£’000
Data&Digital
Media
£’000
Technology
Services
£’000
Total
£’000
FY22 Revenue 755,422 220,49 8 93,5 69 1,069,489
Impact of acquisitions 17,14 6 284 21,818 39,248
FY22 Pro-forma revenue
1
772,568 220,782 115,3 87 1,108,737
FY21 Revenue 513,433 165,646 7,522 686 ,601
Impact of acquisitions 83,287 34,590 65,758 183,635
Impact of foreign exchange 29,785 (15,854) (2,726) 11, 205
FY21 Pro-forma revenue
1
626,505 184,382 70,554 881,441
% pro-forma revenue change 23.3% 19.7% 63.5% 25.8%
Note:
1. Pro-forma relates to unaudited full year non-statutory and non-GAAP consolidated results in constant currency as if the Group had existed in full for the
year and have been prepared under comparable GAAP with no consolidation eliminations in the pre-acquisition period.
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Pro-forma net revenue
Content
£’000
Data&Digital
Media
£’000
Technology
Services
£’000
Total
£’000
FY22 net revenue 582,713 216,818 92,161 891,692
Impact of acquisitions 10,540 276 21,572 32,38 8
FY22 Pro-forma net revenue
1
593,253 217,0 9 4 113,733 924,080
FY21 net revenue 385,552 167,079 7,632 560,263
Impact of acquisitions 60,345 33, 52 0 64,970 158,835
Impact of foreign exchange 26,454 (15,741) (2,585) 8,128
FY21 Pro-forma net revenue
1
472,351 184,858 70,017 727,226
% pro-forma net revenue change 25.6% 17.4% 62.4% 27.1%
Note:
1. Pro-forma relates to unaudited full year non-statutory and non-GAAP consolidated results in constant currency as if the Group had existed in full for the
year and have been prepared under comparable GAAP with no consolidation eliminations in the pre-acquisition period.
Pro-forma operational EBITDA
Total
£’000
FY22 operational EBITDA 124,172
Impact of acquisitions 12,083
FY22 Pro-forma operational EBITDA
1
136,255
FY21 operational EBITDA 100,987
Impact of acquisitions 44,712
Impact of foreign exchange 8,796
FY21 Pro-forma operational EBITDA
1
154,495
% pro-forma operational EBITDA change -11. 8%
Note:
1. Pro-forma relates to unaudited full year non-statutory and non-GAAP consolidated results in constant currency as if the Group had existed in full for the
year and have been prepared under comparable GAAP with no consolidation eliminations in the pre-acquisition period.
Adjusted basic earnings per share (A6)
Year ending 31 December 2022
Reported
£’000
Amortisation
and
impairment
1
£’000
Acquisition
expenses
2
£’000
Share-based
payment
£’000
Restructuring
expenses
£’000
Adjusted
£’000
Operating (loss)/profit (135,296) 78,859 150,973 14,660 4,900 114,096
Net finance costs (25,707) – – – – (25,707)
Gain on the net monetary position 1,337 – – – – 1,337
(Loss) / profit before income tax (159,666) 78,859 150,973 14,660 4,900 89,726
Income tax expense 32 (16,714) (64) (2, 454) (837) (20,037)
(Loss) / profit for the year (159,634) 62,145 150,909 12,206 4,063 69,689
Notes:
1. Amortisation and impairment relates to the intangible assets recognised as a result of the acquisitions. See Note 6.
2. Acquisition expenses relate to acquisition related advisory fees of £7.9 million, bonuses of £0.4 million, contingent consideration as remuneration
of£172.4 million and remeasurement gain on contingent considerations of £29.8 million.
Alternative Performance Measures
continued
Financial statements
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Capital plc Annual Report and Accounts 2022 204

Year ending 31 December 2021
Reported
£’000
Amortisation
1
£’000
Acquisition
and set-up
related
expenses
2
£’000
Share-based
payment
£’000
Restructuring
expenses
£’000
Adjusted
£’000
Operating profit (42,055) 39,491 83,496 13,876 – 94,808
Net finance costs (12,251) – – – – (12,251)
Loss on the net monetary position (1,344) – – – – (1,344)
(Loss) / profit before income tax (55,650 ) 39,491 83,496 13,876 – 81,213
Income tax expense (1,065) (6,941) (1,426) – – (9,43 3)
(Loss) / profit for the year (56,715) 32,550 82,070 13,876 – 71,780
Notes:
1. Amortisation relates to the intangible assets recognised as a result of the acquisitions. See Note 6.
2. Acquisition and set-up related expenses relate to acquisition related advisory fees of £10.5 million, bonuses of £0.8 million, contingent consideration
asremuneration of £70.5 million (out of which £10.0 million is cash) and remeasurement loss on contingent considerations of £1.7 million.
Adjusted basic result per share 2022 2021
Adjusted profit attributable to owners of the Company (£’000) 69,689 71,780
Weighted average number of Ordinary Shares for the purpose of basic EPS (shares) 590,6 67,949 551,752,618
Adjusted basic earnings per share (pence) 11. 8 13.0
Net debt (A7)
Net debt is cash less gross bank loans (excluding transaction costs). This is a measure used by management and in
calculations for bank covenants.
Net debt
2022
£’000
2021
£’000
Cash and bank 223,574 301,021
Loans and borrowings (excluding bank overdrafts) (333,807) (317,15 6)
Bank overdrafts (16) (1,899)
Net debt (110, 249) (18,034)
Lease liabilities (58,396) (41,968)
Net debt including lease liabilities ( 168,645) (60,002)
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Shareowner information
Advisers and registrars
Principal bankers HSBC Bank Plc
Joint brokers Dowgate Capital Limited
Morgan Stanley & Co
Jefferies International Limited
Independent auditors PricewaterhouseCoopers LLP
Solicitor Travers Smith LLP
Communications adviser Powerscourt Limited
Registrars Share Registrars Limited
3 The Millennium Centre
Crosby Way
Farnham
Surrey
GU9 7XX
01252 821390
enquiries@shareregistrars.uk.com
Group Company Secretary Caroline Kowall
ISIN GB00BFZZM640
Ticker SFOR
Registered office 12 St James’s Place
London
SW1A 1NX
Website www.s4capital.com
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Capital plc Annual Report and Accounts 2022 206
Financial statements

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