Together as
S
4
Capital plc
Annual Report and Accounts 2021
www.s
4
capital.com/annualreport21
One mission
To build a 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
clientsandfor millennial-driven brands.
In this report
Strategic Report
09 Letter to shareowners
16 ESG: sustainability and
corporate responsibility
28 Section 172(i) statement
33 Principal risks and uncertainties
Governance Report and
financial statements
48 Governance Report
48 Board of Directors
56 Executive Chairman’s governance statement
58 The role of the Board
62 Report of the Audit and Risk Committee
65 Report of the Nomination and
Remuneration Committee
71 Remuneration Report
92 Directors’ Report
99 Independent auditors’ report
108 Financial statements
167 Shareowner information
Industry outlook
40 A perfect storm
By Sir Martin Sorrell
1
2
3
1S
4
Capital Annual Report and Accounts 2021
Financial highlights
One P&L
Billings
1
Pro-forma
3
billings
£1.3bn £1.4bn
+99.4% +67.1%
Like-for-like
2
66.8%
Revenue Pro-forma revenue
£ 686.6m £ 74 0. 2m
+100.4% +53.8%
Like-for-like 52.4%
Gross profit/net revenue Pro-forma gross profit/net revenue
£560.3m £609.1m
+89.8% +45.7%
Like-for-like +43.7%
Operational EBITDA
4
Pro-forma operational EBITDA
£1
0
1
.0m £11 3.0m
+62.4% +16.8%
Like-for-like +11.9%
Operational EBITDA margin
5
Pro-forma operational EBITDA margin
+18.0% 18.6%
-3.0 margin points -4.6 margin points
Like-for-like -5.1 margin points
Operating loss Pro-forma operating loss
-£42.1m -£83.5 m
2020 +£8.1m 2020 -£87.9m
S
4
Capital Annual Report and Accounts 20212
Adjusted operating profit
6
Pro-forma adjusted operating profit
£94.8m £106.7m
+63.6% +16.6%
Like-for-like +11.2%
Loss before income tax Pro-forma loss before income tax
-£55.7m -£95.7m
2020 +£3.1m 2020 -£92.4m
Adjusted result before income tax
7
Pro-forma adjusted result before income tax
£81.2m £94.4m
+53.5% +8.6%
Like-for-like +0.4%
Adjusted basic earnings per share Pro-forma adjusted basic earnings per share
13.0p 14.8p
2020 7.9p 2020 11.6p
Market capitalisation at 12 May 2022 Share price at 12 May 2022
£1.69bn 305.4p
For full reconciliation from statutory to non-GAAP measures, please refer to Note 26 and the
unaudited preliminary results published on 6 May 2022.
Notes:
1. Billings is gross billings to clients including pass-through costs.
2. Like-for-like relates to 2020 being restated to show the unaudited numbers for the previous year of the existing and acquired
businesses consolidated for the same months as in 2021 applying currency rates as used in 2021.
3. Pro-forma numbers relate to unaudited full-year non-statutory and non-GAAP consolidated results in constant currency as if
the S
4
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 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 (also see Note 26).
5. Operational EBITDA margin is operational EBITDA as a percentage of gross profit/net revenue.
6. Adjusted operating profit is operating profit/loss adjusted for non-recurring items and recurring share-based payments.
7. Adjusted result before income tax is profit/loss before income tax adjusted for non-recurring items and recurring
share-based payment.
S
4
Capital Annual Report and Accounts 2021 3
One world,
one business
Gross profit/net revenue by region
Gross profit/net revenue by practice
Company locations
S
4
offices
70%
The Americas
69%
Content
30%
Data&Digital
Media
1%
Technology
Services
9%
Asia Pacific
21%
Europe,
Middle East
& Africa
8,400
people
33
countries
S
4
Capital Annual Report and Accounts 20214
Our growth path
2018
May: Formation and initial funding
ofS
4
Capital plc.
July: Combined with digital content production
company MediaMonks.
December: Combined with programmatic
company MightyHive.
2019
April: Caramel Pictures acquired by MediaMonks.
April: Combination of MightyHive with ProgMedia.
June: Announcement of combination ofMediaMonks
with BizTech.
August: Combination of MediaMonks with IMA.
October: Combination of MediaMonks
withFirewood Marketing.
October: Combination of MightyHive
with ConversionWorks.
November: Announcement of combination of
MediaMonks with WhiteBalance.
2021
January: Announcements of combination
of MediaMonks with TOMORROW and
STAUD STUDIOS.
February: MightyHive acquired the assets
ofDatalicious Australia.
March: Announcement of conditional
agreement to combine MediaMonks and
Jam3,completed in May.
May: Announcement of agreement tocombine
MightyHive and Raccoon.
July: Announcement of combination of
Destined and MediaMonks.
August: MediaMonks and MightyHive become
one unitary brand: Media.Monks.
September: Announcement of combinations
ofCashmere and Zemoga with Media.Monks.
November: Announcement of combination
ofMiyagi and Media.Monks.
December: Announcement of combination
ofMaverick and Media.Monks.
2022
January: Announcement of combination
between Media.Monks and 4 Mile Analytics.
2020
January: Announcement of combination
ofMediaMonks with Circus Marketing.
May: Announcement of combination
ofMightyHive with Digodat.
June: Announcement of combination
ofMightyHive with Lens10.
July: Announcement of combination
ofMightyHive with Orca Pacific.
August: Announcement of combination
ofMightyHive with Brightblue.
September: Announcement of combination
of MediaMonks with Dare.Win.
December: Business combinations of
MediaMonks with Decoded and MightyHive
with Metric Theory.
S
4
Capital Annual Report and Accounts 2021 5
Exploring the metaverse
We’re at the heart of this
new world.
Growing the
Fellowship programme
Meet our three Fellows – we’re
taking on five more in 2022.
Greening our planet
265,000
trees planted in 2021.
Winning, landing
and expanding
Conversion at scale with ‘whoppers’
and ‘whoppertunities’.
HP Google
BMW Mondelez Meta
Cisco L’Oreal Netflix Miele
Moncler Allianz P&G PayPal
NDA Telecommunications company
NDA FMCG company*
2021
high points
See our one-minute video at
www.s4capital.com/annualreport21
* 2022 win
Arion
Erena
Alfred
S
4
Capital Annual Report and Accounts 20216
Welcoming our new Monks
Broadening and deepening our offer
across the world.
Putting women first
Empowering our senior
female execs through the
interactive S
4
Women
Leadership programme.
Strengthening the centre
Investment in our management
structure and our Chief Diversity
Officer, James Nicholas Kinney
(below).
Building our Technology
Services practice
The combination with Zemoga takes
us intonew markets, enabling us to
engage more deeply with CIOs and
CTOs in addition to CMOs, Chief Sales
Officers and CDOs.
Uniting under one brand
Together as one. A seamless,
fully integrated offer for clients.
**
** 2022 combination
S
4
Capital Annual Report and Accounts 2021 7
Strategic Report
09 Letter to shareowners
16 ESG: sustainability
and corporate responsibility
28 Section 172(i) statement
33 Principal risks
and uncertainties
1
One
direction
8 S
4
Capital Annual Report and Accounts 2021
Letter to shareowners
Dear shareowner
Whilst this growth, both organic and through
business combinations, is very satisfying,
the delay in producing our 2021 results is
unacceptable and embarrassing and significant
changes in our financial control, risk and
governance structure and resources are being
implemented and planned to try to ensure this
doesn’t happen again.
Top honours for any 2021 achievements should
go to our (now) over 8,400 Monks globally
who, no sooner than recovering from the
strain and challenge of the pandemic, had
to face the impact of the shocking events in
Ukraine, but continue to respond unflinchingly.
Their creativity, adaptability, resilience and
hard work have made this success possible
and have started to prove the potency of our
new age/new era, digital, data-driven, unitary
model, which has gained significant traction.
The pandemic has, at the same time,
accelerated the drive to create a digital
world, together with the adoption of digital
transformation amongst consumers, across
all media and within enterprises and, in turn,
stimulated the demand from clients for digital
marketing expertise.
•
We continued to grow our top line at
industry-leading rates, despite covid-19,
and have exhibited agility in developing new
content revenue streams quickly, in such
areas as the Unreal Engine, the Metaverse,
blockchain, crypto and NFTs, placing us at
the forefront of these significant disruptions.
•
We continued to broaden and deepen our
Content and Data&Digital Media practices
through organic growth and by the addition
of a further five Content, four Data&Digital
Media and one Technology Services
companies in 2021 and one so far in
early 2022.
•
We expanded into our third practice area
– Technology Services – enabling us to
engage more deeply with CIOs and CTOs
in addition to CMOs, Chief Sales Officers
and CDOs.
•
We introduced our single operating brand,
Media.Monks, reflecting our seamless, fully
integrated offer for clients.
•
We expanded our major client relationships
and broadened and deepened our
client roster.
•
We appointed a global Chief Diversity
Officer and continued to embrace our
diversity, equity and inclusion opportunities
with unique, black-orientated fellowship
and female executive leadership
programmes, changed hiring practices and
education programmes.
•
We continued to make progress in our zero
carbon commitments targeting 2024, earlier
than most.
•
We have currently achieved double $ and
close to double £ Unicorn status in terms of
stock market value, in only our third full year,
despite the significant stock market volatility,
while expanding our balance sheet to take
advantage of combination opportunities.
In our third full financial year we almost doubled in
size and generated over $900 million (£687 million)
ofrevenue. Wecontinued to develop client conversion
at scale to achieve our ultimate 20
2
objective:
20clients each generating revenues of over $20 million
(£15.3 million) per annum over the period 2022-24.
S
4
Capital Annual Report and Accounts 2021 9
1
Letter to shareowners continued
Financial performance
All-in-all, we continued to fire on almost all
cylinders in 2021, with like-for-like revenue and
gross profit/net revenue up 52.4% and 43.7%,
two-year simple stacks for gross profit/net
revenue up 63.1%, the one feature we would
have liked to improve on being the Operational
EBITDA margin, which was impacted by the
significant investment required to bed down
our growth.
•
Billings
1
were £1.3 billion, up 99.4% on a
reported basis, up 66.8% like-for-like
2
and
up 67.1% pro-forma
3
. Controlled billings, that
is billings we influenced in addition to billings
that flowed through our income statement,
more than doubled to approximately
£5.4 billion (2020: £2.3 billion).
•
Revenue was £686.6 million, up 100.4%
from £342.7 million on a reported basis,
up 52.4% like-for-like, and up 53.8% on a
pro-forma basis.
•
Gross profit was £560.3 million, up 89.8%
reported, up 43.7% like-for-like, and up
45.7% pro-forma.
•
Operational EBITDA
4
was £101.0 million, up
62.4% reported, up 11.9% like-for-like, and
up 16.8% pro-forma.
•
Operational EBITDA margin was 18.0%,
down 3.0 margin points versus 21.1% in
2020, down 5.1 margin points like-for-like
and 4.6 margin points pro-forma, reflecting
investment ahead of the revenue curve in
major new ‘whopper’ clients, new areas
of organic growth, such as connected
TV, and financial, risk and management
infrastructure to manage future growth.
•
Operating loss was £42.1 million, after
£136.9 million of adjusting items, principally
acquisition and amortisation expense,
versus an operating profit of £8.1 million in
2020. Adjusted basic net result per share
was 13.0p versus 7.9p in 2020, reflecting a
lower effective US tax rate for 2021.
•
Statutory loss for the period was
£56.7 million, versus a reported £3.9 million
(loss) in 2020, after charging under IFRS
£72.3 million of combination payments,
which were tied to the continued
employment of key share-owning principals
in combinations. Although such contractual
provisions impact the income statement,
your Board believes this is a better
commercial approach given the professional
service nature of our business.
•
Basic and diluted net loss per share were
10.3p, versus 0.8p (loss) in 2020.
•
Year-end net debt
5
was £18.0 million
(2020 net cash: £51.6 million), despite
making £96.6 million in cash combination
payments and reflecting cash flow from
operating activities with 54.1% operating
cash flow conversion from EBITDA.
•
Operational EBITDA margins improved in
the second half from 14.5% in the first half
to 20.6% in the second half giving 18.0%
for the full year, as the first half increased
investment in our people yielded higher
productivity in the second half.
•
Pro-forma billings were £1.4 billion.
Pro-forma revenue was £740.2 million
and pro-forma gross profit was
£609.1 million up 53.8% and 45.7%
respectively on 2020. Pro-forma operational
EBITDA was £113.0 million, up 16.8% on
2020, with operational EBITDA margin
at 18.6%, 4.6 margin points down on
the previous year. Pro-forma adjusted
operating profit, excluding adjusting items
of £190.2 million, is £106.7 million, up 16.6%
on the previous year. Pro-forma adjusted
pre-tax profits were £94.4 million versus
£87.0 million in the previous year, up 8.6%.
Pro-forma adjusted profit for the period was
£82.3 million (2020: £64.5 million), up 27.6%.
Adjusted pro-forma basic earnings per share
before adjusting items was 14.8p, up from
11.6p in the previous year.
Notes:
1. Billings is gross billings to clients including pass-
through costs.
2. Like-for-like relates to 2020 being restated to show the
unaudited numbers for the previous year of the existing and
acquired businesses consolidated for the same months as
in 2021 applying currency rates as used in 2021.
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. Operational EBITDA is EBITDA adjusted for acquisition-
related expenses, non-recurring items and recurring
share-based payments, and includes Right-of-use assets
depreciation. It is a non-GAAP measure management
usesto assess the underlying business performance.
Operational EBITDA margin is operationalEBITDA as a
percentage of gross profit/net revenue (also see Note 26).
5. Net debt comprises cash minus gross bank loans
(excluding transaction costs).
S
4
Capital Annual Report and Accounts 202110
Strategic Report
Billings
£m Revenue £m Gross profit/net revenue £m
653.4
1,297
455.8
2020
2021
2019
342.7
686.6
215.1
2020
2021
2019
295.2
560.3
171.3
2020
2021
2019
Operational EBITDA
£m Operational EBITDA margin
% Adjusted operating profit £m
62.2
101.0
33.4
2020
2021
2019
21.1
18.0
19.5
2020
2021
2019
58.0
94.8
31.1
2020
2021
2019
71%The Americas –
Europe, Middle East & Africa –
20%
9%Asia Pacific –
67%Content –
Data&Digital Media – 30%
3%
Technology Services
–
Pro-forma gross profit/net revenue
by region
Pro-forma gross profit/net revenue
by practice
Geographic performance
On a pro-forma basis, The Americas accounted
for 71.3% of gross profit against 74.3% in 2020.
Europe, Middle East & Africa represented
19.4% of gross profit against 16.6% in 2020.
Asia Pacific represented 9.3% of gross profit
against 9.1% in 2020. Pro-forma growth in
gross profit/net revenue was up 39.9% in
The Americas, 70.8% in Europe, Middle East &
Africa and 47.8% in Asia Pacific.
Our long-term objective has been to achieve
a geographic distribution of 40% in The
Americas, 20% in Europe, Middle East &
Africa and 40% in Asia Pacific, particularly
given the likely continuing rise of China and
India and despite the recent US/China trade
frictions. However, the war in Ukraine has
increased concerns about Taiwan and China
and, as a result, it is likely that our transition
to Asia Pacific will take longer, with a 60:20:20
geographical split being a more realistic
objective, at least in the medium term.
Practice performance
On a pro-forma basis, Content accounted
for 67.0% of gross profit/net revenue
against 65.5% in 2020. The Data&Digital
Media practice represented 29.6% of gross
profit/net revenue against 31.8% in 2020.
Technology Services, a new practice for us
in 2021, accounted for the remaining 3.4%.
Pro-forma growth in gross profit/net revenue
was up 49.0% at the Content practice and
up 36.0% at the Data&Digital Media practice.
Technology Services was up 79.3%.
Our long-term objective now is to achieve
a practice distribution around one-half in
Content, one-quarter in Data&Digital Media
and one-quarter in Technology Services.
S
4
Capital Annual Report and Accounts 2021 11
1
Letter to shareowners continued
Media.Monks entered a
third practice, Technology
Services, through South
American-based Zemoga
Client developments
2021 saw the expansion of our major client
relationships with additional remits and
geographies at brands including Google,
Meta, PayPal, HP, Netflix, Procter & Gamble,
Mondelˉez and BMW. We also saw significant
new business with engagements from new
clients including Allianz, Miele, Instacart,
Pearson, Canva, Constellation Brands and M1.
We had six ‘whoppers’ (clients with revenues
over $20 million per annum) in 2021, as
opposed to only two in 2020. We have also
nowidentified 19 more potential ‘whoppers’,
where we currently project $5-15 million of
revenue per annum and which potentially could
break through the $20 million per annum level
over the latest three-year planning period
for 2022-24. We anticipate that a further five
clients may well become ‘whoppers’ this year
making a total of 11 in 2022, well on the way
toachieving our 20
2
objective.
Practice developments
2021 also saw significant strengthening and
deepening of our Content and Data&Digital
Media practices. Our newly launched unitary
brand, Media.Monks, broadened and
deepened its geographical footprint in 2021
and so far in 2022. It added North and South
American Content and Data&Digital Media
capabilities through Jam3, Racoon Group,
Cashmere, Maverick Digital and 4 Mile.
In Europe, Middle East & Africa, Media.Monks
entered the German and Italian markets
through STAUD STUDIOS and Miyagi.
In Asia Pacific, we added Content and
Data&Digital Media capabilities through
TOMORROW in China and Datalicious and
Destined, both in Australia. Media.Monks also
added significant talent from competitors in the
areas of new digital media social content and
digital government communications.
Finally, Media.Monks entered a third practice,
Technology Services, through South American-
based Zemoga.
Media.Monks has integrated each combination
into our now three practices: Content,
Data&Digital Media and Technology Services.
One of the consequences of the pandemic
was an acceleration in consolidating separate
offices on a city-by-city basis, as existing
leases were terminated more quickly. We are
now planning new leases with an approximately
60% pro-rata capacity floor plate, assuming
office occupation of three days a week
on average.
There is little doubt that we will not return to
the old normal in terms of office location, layout
and use. There will be more flexible working
from home, probably about 40% of the working
week, with more flexible commuting times,
more dispersed working and living patterns and
different office layouts, with separate spaces
for our people to meet, to work and to engage
with clients.
We are also increasingly consolidating
our strategic, client content, data and
programmatic and technology services offer
at the S
4
Capital level.
S
4
Capital Annual Report and Accounts 202112
Strategic Report
Environment, Social and
Governance(ESG) strategy
In 2021, the Company continued to raise the
bar in all three areas of our ESG strategy.
•
We actively track our CO
2
emissions and
perform competitively with a sample of
peer companies. We have committed to
achieving carbon neutrality by 2024, which
we have realised in 2021 by offsetting our
2020 emissions in our S
4
Forest. We have
planted over 265,000 trees and will officially
offset our emission for 2021 in 2022 through
certified forest preservation projects.
These actions are taken in response to
the World Economic Forum 2020 Davos
Manifesto. We are the first advertising and
marketing firm to commit to the Amazon
Climate Pledge, which has a longer-term
objective in relation to zero emissions.
We are seeking B Corp status across the
whole Company, not just for individual
offices, by 2023.
•
In 2021, we strengthened our hiring and
educational policies in relation to diversity,
equity and inclusion. With regard to gender
diversity, our relative ratio has improved,
with 43% women globally, 44% men and
13% undeclared (compared to 45% women
and 55% men in 2020). Our second edition
of the S
4
Women Leadership Programme
has recently launched. We have also hired
our second-year flight of Fellows for the
four-year, multi-practice S
4
Fellowship
Programme, who exclusively come from
historically black colleges and universities
in the US. To keep diversity efforts front and
centre of our everyday practices, we have
hired a global Chief Diversity Officer whose
main task is leading our recruiting efforts, so
we can discover and attract the candidates
that represent our communities.
•
Across S
4
Capital we donated 1,460 hours
to community and charity services and we
continue to contribute to society and the
needs of the planet with our Projects for
Good, which are all related to the United
Nations Sustainable Development Goals.
In 2021 we raised our number of projects
read more forGood from 41 to 251.
Read more about our ESG performance and
activities on pages 16 to 27.
•
In regard to governance, the Company is
committed to good corporate governance
and endeavours to comply with the
principles and provisions of the UK
Corporate Governance Code, tothe
extent appropriate for its business.
The composition of the Audit and Risk
Committee and the Nomination and
Remuneration Committee, both comprised
entirely of independent Non-Executive
Directors, and the balance of the Board as
a whole ensures that the Board operates
effectively within expected standards of
corporate governance, with constructive
challenge from the independent non-
executive directors. We continue to try to
enhance the capabilities of the Board with
the addition of more diverse talent to add to
the existing four female and five male Non-
Executive Directors based in The Americas,
Europe, Middle East & Africa andAsia
Pacific.
S
4
Capital Annual Report and Accounts 2021 13
1
Seizing the decade
Overall, it is clear that covid-19 has accelerated
the adoption of digital transformation and
digital media at three levels:
•
Firstly, at the consumer level, with
consumers buying groceries and essentials
online, educating their kids online, using
financial services online and gorging on
online entertainment and gaming.
•
Secondly, media trends have been
accelerated, with the streamers like Netflix
and Disney+ gaining on free to air TV
(despite recent turbulence), traditional
newspapers and magazines under greater
pressure from digital alternatives and
traditional outdoor being increasingly
eclipsed by digital outdoor.
•
Finally, enterprise adoption of digital
transformation has accelerated, as covid-19
disrupted steady state growth and during
that disruption ‘change agents’ have been
given more oxygen to implement digital
organisational change.
It is also clear that the Company’s purely digital
model, based on first-party data (reinforced by
the recent privacy policy decisions by Apple
and Google) fuelling the creation, production
and distribution of digital advertising content
and distributed by digital media, is increasingly
resonating with clients. Our tagline ‘faster,
better, cheaper’ or ‘speed, quality, value’ and
unitary, one P&L structure also appeal strongly.
Summary and outlook
There is no doubt that covid-19 has had a
devastating impact on the global economy
andsociety over the last two years.
Our people have been put under immense
strain, particularly with the illness and loss of
family members. We applaud their resilience,
hard work and success and thank them for
all their efforts. We took the view that we
would not make significant reductions in the
number of people in the company, nor rely in
any significant way on government support
or funding.
Our Content practice, now representing about
two-thirds of our business, pivoted very quickly
to robotic production and animation and
from orchestrating live events to virtual ones.
We created significant new content revenue
streams very quickly, with like-for-like gross
profit/net revenue growth of 19.4% in 2020
and 43.7% in 2021, a two-year simple growth
stack of 63%, whilst the analogue advertising
and marketing services industry struggled to
find a low single-digit two-year simple stack of
around 3%.
The imperatives for 2022 continue to be: to
achieve greater client conversion at scale
and our 20² objective as rapidly as possible;
to integrate our three practices even more
effectively; to continue to strengthen our
diversity, equity and inclusion and climate
change achievements; to continue to broaden
and deepen our service capability through
further combinations; and, of course, to
try to ensure a delay in our results doesn’t
happen again.
We continue to review the recommendations of
Lord Hill’s Report to the UK’s Chancellor of the
Exchequer that provides a possible pathway
to a premium UK listing and the possibilities
of a US listing, where market valuations for
comparators are higher.
Letter to shareowners continued
Covid-19 has
accelerated the
adoption of digital
transformation and
digital media
S
4
Capital Annual Report and Accounts 202114
Strategic Report
Our four core principles
Sir Martin Sorrell
Executive Chairman
Mary Basterfield
Group Chief Financial Officer
We are
purely digital
With a
unitary
structure
Speed
Quality
Value*
Holy Trinity of:
First-party data
Digital content
Digital media
We believe 2022 will generally be a good year
economically, with consumers temporarily
insulated from an inflationary squeeze by
covid-19 savings. And this, despite significant
inflation, higher interest rates, continued
lockdowns in China, a consequent lowering
in forecast GDP growth rates and the war in
Ukraine – which will raise risk levels for clients
in Central and Eastern Europe and to a lesser
extent Asia Pacific, whilst lowering them in
North and South America.
In the first quarter of 2022, gross profit/net
revenue growth was strong and ahead of
guidance. This performance is planned to
continue into 2022, with budgets and plans
targeting strong revenue, gross profit/net
revenue growth and improving operational
EBITDA margin and the three-year plan for
2022-24 aiming for a doubling of the Group
organically, excluding combinations and
EBITDA margins returning
to previous levels.
* Faster, Better, Cheaper
S
4
Capital Annual Report and Accounts 2021 15
1
ESG: sustainability and
corporate responsibility
Our sustainability strategy, comprising three
pillars, is based on our potential impact,
stakeholder opinions and our contribution to
the UN Sustainable Development Goals (SDGs)
developed in 2015 by the United Nations.
•
Zero Impact Workspaces concentrates on
our own operations, taking care of our home
and household.
•
Sustainable Work focuses on taking care
of our work for and with clients and thereby
making an impact in our supply chain.
•
Diversity, Equity and Inclusion (DE&I)
focuses on taking care of ourselves and
each other, with a growing emphasis on the
support we offer to clients.
We have set goals for each of our strategic
pillars that collectively contribute to our
overarching ambition: to build a sustainable
and inclusive company and become B Corp
certified, validating our business as a force
for good.
In 2021 we took additional steps to become
B Corp certified and are currently in the
middle of the full scope assessment. The B
Corp ambition demonstrates how we strive to
become industry leaders. We believe that this
ambition starts with increasing transparency.
Part of this transparency is standardisation,
to measure, compare and adjust. There are
still many unknowns in our industry that we
need to tackle. Therefore, we signed the
Commitment Letter of the World Economic
Forum. This letter reflects our commitment to
the global alignment effort on ESG reporting
and to the Stakeholder Capitalism Metrics
Initiative (SCMI). The SCMI improves the ways
that companies measure and demonstrate their
performance against ESG indicators and to
enable positive contributions towards achieving
the SDGs. Through collaboration within and
beyond our industry we want to turn these
unknowns into knowns.
How we create value with our
strategy and contribute to the SDGs
The impact model on page 17 explains how our
sustainability strategy, our activities, and the
resources we use lead to our ultimate impact
goal. It describes how we create added value,
now and in the long term. As the model shows,
we aim to contribute to the SDGs.
Significant positive impact can be found in
our work for clients, ranging from awareness
raised on social topics, to changed consumer
behaviour, to conservation of our environment.
However, as the inputs show, we also consume
natural resources to enable us to work for
our clients. These relate to greenhouse gas
emissions and waste associated with our
business activities. We are working to decrease
this negative impact of our business operations
and increase our positive added value through
our creative work.
S
4
Capital Annual Report and Accounts 202116
Strategic Report
People
•
5,874 Monks
•
>20 countries
•
43% women
44% men
13% undeclared
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
Resources
•
>30 offices
•
2,397.97 MWh
electricity used
Financial capital
•
0.07% of
revenue invested
in innovation
Relationships
•
Clients
•
Business partners
•
Charities
Input
Zero Impact Workspaces Sustainable Work Diversity, Equity and Inclusion
Output
Long-term
value
Our strategy
• Zero Impact Workspaces
• Sustainable Work
• Diversity, Equity and Inclusion
Our vision
Creativity and technology
are a force for good and
powerful tools required in
thetransition towards a
moresustainable society
Our ESG mission
We are a catalyst for
the sustainable impact
of our clients
Business
model
The reporting scope for the sustainability information is based on combinations before 2021. Theactivities of the following
companies are included in the reporting scope: Biztech, Circus Network Holding, Decoded Advertising, Firewood, IMAgency,
MediaMonks, MetricTheory, MightyHive (including Lens 10), Orca Pacific, LLC, Superhero Cheesecake BV and S
4
Capital.
Our impact model
•
Many of our people
trained on diversity,
equity & inclusion
•
Offered 66
intern positions
•
30% of electricity
use is renewable
•
0.86 tonnes of CO
2
emissions per FTE
•
29% of waste
is recycled
•
£87,091 (0.02%
of net revenue)
and 1,460 hours
donated to charities
•
14,311 projects
for clients
•
251 Projects
For Good
S
4
Capital Annual Report and Accounts 2021 17
1
ESG: sustainability and corporate responsibility continued
Zero Impact Workspaces
As an international company experiencing
continual growth around the globe, we need
to mitigate our impact. We aim to create a
climate neutral and environmentally conscious
business through tangible efforts in our daily
operations. We want to build zero impact
workspaces and contribute to increasing the
share of renewable energy (SDG 7), reducing
waste generation, and promoting sustainable
procurement practices (SDG 12) by:
•
Broadening the renewable energy share in
our own energy mix by covering our roofs
with solar panels or procuring green energy.
•
Increasing the share of electric cars in our
own and leased cars.
•
Moderating our travel expectations (from
pre-covid-19 levels), using environmentally-
friendly travel options, and continuing to
offset our carbon emissions.
•
Reducing our waste production per FTE and
increasing our recycling percentages.
•
Aligning our procurement with sustainability
standards and engaging with suppliers
on sustainability.
We also want to reduce our CO
2
footprint
(SDG 13). In response to the World Economic
Forum 2020 Davos Manifesto, Media.Monks
announced its commitment to achieve
carbon neutrality by 2024. To strengthen this
commitment, we signed the Climate Pledge in
2021 – a cross-sector community of companies
and organisations working together to crack
the climate crisis with a mission of reaching
net zero carbon emissions by 2040. This is
challenging, as digital companies like us are
big consumers of energy, especially electricity.
Therefore, we track our sustainability
performance and continue to make progress
when it comes to our workspaces.
S
4
Forest
In 2021, we launched S
4
Forest, partnering
with Tree-Nation, a non-profit organisation that
enables companies to plant trees all around the
world to offset CO
2
emissions.
Through this partnership, we contributed
to Eden Projects in Madagascar, a project
initiated in response to the large-scale loss of
mangroves and upland forests in Madagascar.
In 2021 we planted more than 265,000 trees,
thereby reforesting 88.48 hectares and
capturing 10,617.95 tonnes of CO
2
. This means
that we have captured three times more CO
2
emissions than our own 2020 CO
2
emissions
(2,800.80 tonnes of CO
2
). Our 2021 emissions
will be offset through a certified programme
aimed at the conservation of trees and we
will continue to plant trees for every new
Monk joining us. We plan to offer clients the
opportunity to offset the emissions caused by
the production of their digital solution in our
S
4
Forest as well.
Note:
Averages per FTE are based on the average number of FTE throughout the year. Also note that we did not include data from the
home-workspaces of our employees (e.g. gas use, energy consumption, wastage). Therefore, the actual CO
2
emissions are most
likely higher than we can report here.
2021 2020
0.00
1
00.00
2
00.00
3
00.00
4
00.00
5
00.00
6
00.00
Natural
gas
Company
cars
District
heating
Electricity
– grey
Electricity
– green
Business
flights
Employee
commute
by car
Employee
commute
by public
transport
Business
travel on
land
Servers Waste Water
S
4
Capital
emissions
per category
per FTE
(in kg CO
2
)
S
4
Capital Annual Report and Accounts 202118
Strategic Report
Our performance in 2021
In 2021 we measured our carbon footprint for
Media.Monks for the second time, in alignment
with the Greenhouse Gas Protocol. As we are
continuously growing as a company, it is hard
to compare our absolute emissions. Therefore,
we also disclose our emissions per FTE below.
In 2021, our total carbon footprint was
3,125.32 tonnes CO
2
emissions and a relative
CO
2
emission of 0.86 tonne CO
2
per FTE.
This reflects the fact that many of our people
were working from home for a large part of the
year due to covid-19.
Outlook
We aim to set a science-based target in 2022
according to the principles of the Science-
Based Target Initiative. This target will meet
the goals of the international Paris Agreement –
limiting global warming to 1.5 degrees Celsius
above pre-industrial levels.
In addition, we will continue the implementation
of our Green Building checklist as part of our
Green & Social Building policy. While some of
our offices (e.g. Kuala Lumpur) already qualify
as sustainable, this policy will provide guidance
for new and existing contracts and renovation
of our offices that need adjustments.
Sustainable Work
This pillar revolves around the work we do for
our clients and with our partners. As we work
with many brands around the globe, Media.
Monks is well positioned to become a catalyst
for change through our global clients and by
attracting Purpose-Driven clients, as defined
by the B Corporation. For both client groups
we focus on improving our sustainable creation
and production of projects as well as projects
‘For Good’.
For both sustainable creation and For Good
projects we aim to contribute to the SDGs as
set out below.
•
SDG 4.4: Through on-the-job learning, we
want to increase the number of people with
relevant skills – with special focus on under-
represented groups (e.g. female developers)
– also see the section on Diversity, Equity
and Inclusion.
•
SDG 9.4: We want to reduce the CO
2
emissions per unit of value added through
facilitating our clients with an optimal way to
produce and run projects sustainably (our
Sustainable Work Manifesto).
•
SDG 9.5: We want to steer and drive global
solutions focused on technology and design
evolution by investing in innovation.
•
SDG 12.2: We want to reduce the material
footprint of our projects by sustainably
managing and increasing the efficient use of
our project resources.
Through the content of our For Good projects,
we also contribute to SDGs 1, 4, 5, 10, 12
and13.
We aim to create
a climate neutral
and environmentally
conscious business
S
4
Capital Annual Report and Accounts 2021 19
1
Our performance in 2021
Our Sustainable Work performance 2020 2021
Total number of projects 7,80 0 14,311
Total registered For Good projects 41 251
Hours registered on For Good projects n/a 123,059
Net revenue from registered
For Good projects
n/a £23,609,684
All registered For Good projects
as % of total revenue (allprojects,
paid, discounted, pro bono)
n/a 4.21%
Purpose-Driven clients n/a 69
Net revenue from Purpose-Driven
clientprojects
n/a £13,952,540
% of total revenue for Purpose-Driven
client projects
n/a 2.49%
% of net revenue from projects
for alcohol and tobacco clients
n/a 0.93%
Donations to charity £356,568
(0.12% of our net revenue)
£87,090
(0.02% of our net revenue)
Hours donated to community
and charity services
n/a 1,460 hours
% of net revenue invested in innovation 1.23% 0.07%
In 2021, we developed a Sustainable Work
Manifesto to integrate sustainable solutions
more systematically. It impacts on the
materials we use, our activities, such as
business flights, as well as the end product
we deliver. Options such as a production that
is mobile-first or a product that only enables
the consumer to watch the content when
connected to wi-fi, for that reason results in a
reduction in energy. Another efficiency gain can
be reached through integrated productions.
In 2021, more than 20 of our projects were
registered as integrated. As these measures
differ per project, we are working on
separate guidelines.
Sustainable film production
As an important part of our client work, film
production is included as a separate stream
within our Sustainable Work Manifesto.
In Europe and the US, we are achieving more
sustainable production through, for instance,
the props and set pieces used, how waste
is disposed of and what food is served.
In the Netherlands we built a film studio as
ESG: sustainability and corporate responsibility continued
sustainably as possible by taking energy
consumption, waste management and catering
into account. In addition to the design, we
developed sustainable set rules for those who
use the studio. This can function as a template
for other production hubs around the world.
Inclusion and representation
Working sustainably also means that
we take the social aspects into account.
As digital advertisers and marketers, we can
deepen customer connections by ensuring
that audiences see themselves reflected
authentically in our content. It is important
to consider not only who is represented in
images, but also how, and adjust for cultural
differences globally. We have developed a
‘Practical Guide to Inclusive Marketing’,
a website created to promote inclusion and
representation in the context of marketing
materials. A team of volunteers researched,
created content, and designed this publicly
accessible resource to help anyone in the
marketing industry.
S
4
Capital Annual Report and Accounts 202120
Strategic Report
As digital advertisers and marketers,
we can deepen customer connections
by ensuring that audiences see themselves
reflected authentically in our content
Innovation
To spur innovation, 0.07% of our net revenue
is spent on research and development work.
Media.Monks’ innovation team works on
identifying opportunities and developing
capabilities to steer and drive global solutions
focused on technology and design evolution.
The gained knowledge, findings and learnings
are shared on a monthly basis to enable
everyone interested to build upon our work.
For Good projects
Our ‘For Good’ strategy is a structured push
for concepts, ideas and messages that
contribute to the SDGs. We do this through
R&D, donating financial aid or time to For Good
charities, through our For Good projects and
by working with purpose-driven enterprises
(i.e. clients with a core purpose to change the
world for the better) via paid, discounted or pro
bono work.
Donating to For Good charities
We contribute to charities, either directly
with our hours or indirectly with monetary
donations. In 2021, Media.Monks donated
£87,090 (0.02% of our net revenue) in financial
aid. In addition, we also supported charities
with 1,460 hours of our work.
For Good Projects
For Good Projects are projects created with a
purpose to deliver a specific positive impact
and benefit society by contributing to one or a
few of the SDGs. We do this with conventional
clients where the specific project is focused
on one or more SDGs or with purpose-driven
enterprises. These clients, of which we
supported 69 in 2021, have its origin in creating
a positive impact on the world, where revenue
from products or services comes from positive
impact. The client can be a corporate, making
profit, or non-profit. For example: education
related clients, culture/art related clients,
NGOs, clients promoting human rights or
nature conservation.
Our 251 For Good projects with conventional
and purpose-driven enterprises, represent
4.21% of our net revenue. We are already
seeing progress here, moving from 41 out of
7,800 For Good projects (0.5%) in 2020, to
251 out of 14,311 (1.8%) For Good projects in
2021. We have the ambition to increase these
effortsby contributing at least 1% of our total
revenue and hours worked to voluntary work
for non-clients.
Outlook
2021 was a year of creating internal awareness.
In 2022, we will amplify our knowledge
externally and among clients by developing
more guidelines for sustainable work, like our
Sustainable Film global rules of engagement,
and transform them into default policies.
We will launch the People v Extinction
campaign in 2022, to create awareness
around biodiversity and the huge numbers
ofanimals disappearing.
Some other examples of For Good projects are
shown on the following pages.
S
4
Capital Annual Report and Accounts 2021 21
1
Ensuring secure
livelihoods for everyone
and eradicating
extremepoverty
100WEEKS
100WEEKS is an NGO helping women
worldwide out of extreme poverty by
direct cash donations, empowering them
to create income-generating activities.
100WEEKS provides 100 weeks of financial
support (€8/week) as well as financial coaching.
As its media partner, Media.Monks is building
a new platform and a creative campaign with
a shared ambition to raise enough money for
10,000 women to escape extreme poverty
before the end of 2023 and help another 50,000
people in their direct environment benefit.
Achieve gender equality and
empower all women and girls
Google x Internet: Stories of Courage
In partnership with the Women Will initiative,
Media.Monks crafted a website to share the
stories of Internet Saathi: an organisation of
women spreading digital literacy in rural India.
Launched on International Women’s Day,
Stories of Courage show how these women
are empowering their communities with digital
knowledge to access greater economic
opportunity. Using the women’s own words and
voices, the audiovisual site illustrates the ripple
effect of their stories as community leaders and
entrepreneurs. We tag-teamed with Google on
the concept, copy, design, and development of
the site to amplify the women’s voices across
the web.
Reduce inequalities within
andamong countries
HP: #PowerYourPride
After a period of extended isolation, HP
celebrated reconnecting as a community
with a collection of expressive, Pride-themed
printables designed exclusively by LGBTQ+
artists. Media.Monks selected six prominent
LGBTQ+ influencers to drive awareness
by sharing #PowerYourPride printables
alongside personal stories of empowerment,
Pride initiatives and bold calls to action.
Reaching over 1 million impressions during
thecampaign, influencers encouraged
their audience to go out and build a more
positive world. #PowerYourPride demonstrates
the collective power of self-expression,
inspiring younger generations to embrace
individuality – together.
Google Mexico: Indigenous Regions support
Media.Monks launched a social media
campaign that celebrates the cultural
contribution and representation of indigenous
identity. It showcased the stories of strength
and resilience of Afro-Latinas content
creators that are redefining racial justice in a
region where Afro-Latin communities are still
considered foreigners. As a second stage,
Media.Monks produced a series of videos
where the mixing of Nahuatl and Spanish
languages becomes the focal point and shapes
the Mexican modern identity.
Media.Monks is building a new
platform and a creative campaign
with a shared ambition to raise
enough money for 10,000 women
to escape extreme poverty
ESG: sustainability and corporate responsibility continued
S
4
Capital Annual Report and Accounts 202122
Strategic Report
Ensuring sustainable
consumption and
productionpatterns
JUST Egg: Pioneers Club
For JUST Egg’s brand launch in South Korea,
Media.Monks turned the challenges of
social distancing into a hyper-personalised
experience at the plant-based pop up
restaurant ‘Pioneers Club’ – inviting local
plant-based pioneers to have a private dinner
in the heart of Seoul’s Yongsan district.
Surrounded by greenery that represent the
growing plant-based movement in Korea,
two guests at a time are served personalised
dishes with the full attention of renowned chefs
and staff.
Studio Roosegaarde: GROW
Media.Monks partnered with Studio
Roosegaarde to produce a film that showcases
innovative ideas for sustainable horticulture.
Titled GROW, it illuminates how LED lights
can be used to speed up growth in plants.
Taking place in a Dutch field, the film captures
the beauty of agriculture and its sustainable
future in an art-meets-science approach.
Showcased at the World Economic Forum
and on the BBC as part of the project’s
awareness campaign, the film reached over
600 million views.
Take urgent action to combat
climate change and its impacts
The Nature Conservancy:
Ocean Sewage Alliance
The Ocean Sewage Alliance is a collective
advocating for exposure on sewage and
wastewater pollution. Media.Monks helped
the nonprofit’s founders bring their message
to both policy makers and the public by
creating its branding, website, and awareness
campaign. The campaign centres around
three animated videos that playfully subvert
expectations of poo and pee, reframing them
as valuable resources that can benefit, rather
than damage, our environment.
Reaching over 1 million
impressions during thecampaign,
influencers encouraged their
audience to go out and build
a more positive world
S
4
Capital Annual Report and Accounts 2021 23
1
ESG: sustainability and corporate responsibility continued
Diversity, Equity and Inclusion (DE&I)
The people (our Monks) who work at Media.
Monks are at the heart of our business.
Their talents are the fuel of the engine that
keeps our business going. Our people are
more likely to feel comfortable and happy in
an environment where inclusivity and equity
are priority.
Media.Monks has four core values to guide
decisions on who we work with, what projects
we work on, and how we interact with
one another:
•
We assume positive intent – our egos don’t
get in the way of our values.
•
We act like owners – we lead with respect,
empathy, and put our people first.
•
We are result driven – we push to be better
and improve ourselves.
•
We solve it together – we foster a team
where everyone belongs.
For and with our exceptional talent pool we
aim to contribute to SDGs 5, 8 and 10 through
this pillar.
•
SDG 5.5: We are committed to ensure equal
opportunities for women in managerial
positions (and in senior and middle
management positions), with a first step in
measuring our current ratios.
•
SDG 8.5: We are committed to ensure equal
pay for equal value at our premises, with a
first step in measuring our current earnings
for similar work.
•
SDG 10.3: We are committed to ensure
discrimination against people from an
under-represented minority group is not
taking place on our premises by training our
people (with a focus on allyship, anti-racism,
anti-bias and other initiatives that promote
racial and gender equity), creating Employee
Resource Groups (ERGs), increasing ethnic
and gender diversity at all levels of our
company (especially in leadership roles) and
increasing our involvement in organisations
that promote diversity, equity and inclusion.
At Media.Monks, we value diversity and we
do not discriminate against people based on
gender, race or ethnic origin, age, religion,
sexual orientation, pregnancy or maternity,
gender identity, disability, marriage or civil
partnership, social background, nationality
and political opinion. The table and graph
on page 25 show our diversity numbers
and additional workforce data for the whole
organisation in scope (excluding combinations
after 1 January 2021, see page 17). Overall,
our gender diversity is relatively balanced,
since most Monks perform a professional role.
However, we need to improve, especially in the
tech departments and in leadership where our
gender diversity is less balanced.
In 2021, we measured our diversity data for
the first time based on self-identification.
This means that our people had the freedom
to indicate their gender or not: 13% of our
workforce did not self-identify. This means that
our data is not directly comparable with our
2020 workforce. We do see a positive trend
on the professional level, whereas the other
categories reveal a stable or negative trend.
We are implementing various initiatives and
partnerships to turn the tide.
Since companies are not allowed to register
someone’s ethnic origin everywhere, for
example in the EU, we separated the
information of our US Monks and Monks
located elsewhere. The diversity of our US
workforce is demonstrated in the figures on
page 25. We are working on various initiatives
that support a better influx of a diverse group
of talented young people. However, we know
we are not yet where we want to be: our people
to represent the population diversity within the
city office.
S
4
Capital Annual Report and Accounts 202124
Strategic Report
Our workforce and activities in 2021
Our Media.Monks people
(Monks)
Total
2020
Women
2020
Men
2020
Undeclared
2020
Total
2021
Women
2021
Men
2021
Undeclared
2021
Monks 3,247 45% 55% n/a 5,874
1
43% 44% 13%
Part-time 4% 3%
Full-time 96% 97%
Fixed contract 30% 9%
Temporary contract 12% 2%
2
Turnover as percentage of total
Monks at end of 2021 21% 48% 42% 10%
Covered by collective
bargaining agreement
3
0% 15%
Monks who participated
inaDE&I training 26% 95%
4
Notes:
1. As at 31 December 2021. This figure only includes the following offices: MediaMonks, MightyHive, Superhero Cheesecake, BizTech, IMAgency,
Firewood, Circus. This figure only includes entities acquired before 2021.
2. All other contracts do not have fixed end dates.
3. We respect the rights of Monks across all businesses to participate in collective bargaining and freedom of association. Our people, without
distinction, have the right to join or form trade unions of their own choosing and to bargain collectively in relation to a host of employee-related matters.
Employee representatives are not discriminated against and have access to carry out their representative functions in the workplace.
4. Based on actual data and estimates, as not all participants were registered beforehand.
Tech Leadership Management Professional Intern
0%
2
0%
1
0%
3
0%
4
0%
5
0%
7
0%
6
0%
8
0%
Women
Men Undeclared
Gender diversity
at S
4
Capital
The people who work at
Media.Monks are at the heart of
our business. Their talents are the
fuel of the engine that keeps our
business going
S
4
Capital Annual Report and Accounts 2021 25
1
We encourage a ‘speak-up’ culture amongst
our people and any Monk who raises concerns
about illegal or unethical organisational
behaviour will be treated with respect,
confidentiality and will experience no detriment
as a result. Issues concerning possible
wrongdoing in any aspect of the business,
including financial and non-financial matters
can be raised confidentially and anonymously.
We have a common S
4
Capital whistleblower
policy and whistleblowers can report in
confidence to the Chair of the Audit and Risk
Committee. The whistleblowing policy is
overseen by the Audit and Risk Committee,
which has the responsibility for investigating
any concerns, and ultimately reported to
the Board. Any whistleblowing cases will
be regularly reported to the Audit and Risk
Committee and ultimately, to the Board.
To underline our commitment in this area, we
embrace, support and enact the core values of
the UN Global Compact.
Training has become part of everyone’s job and
annual performance review. The coursework
includes content on unconscious bias,
allyship, inclusive conversations and other
topics relevant to living our value of inclusivity.
Currently, many of our people followed a
DE&I training in 2021. This includes special
leadership training for those in senior positions.
Our policies
We outlined our Code of Conduct in 2021.
The purpose of this policy is to share our
principles, policies, and position when it comes
to misconduct and the type of behaviour
we stand for as Media.Monks. The code
provides information regarding discrimination,
sexual harassment, workplace bullying
and addressing and reporting misconduct
(anonymously if desired). We have also outlined
the different responsibilities borne by both
managers and employees.
ESG: sustainability and corporate responsibility continued
0%
2
0%
1
0%
3
0%
4
0%
5
0%
60%
White
American Indian or Alaska Native Two or more races Did not wish to answer
Hispanic or Latinx Native Hawaiian or Other Pacific IslanderAsian Black or African American
Leadership ProfessionalManagement Intern Turnover
US ethnicity
diversity
at S
4
Capital
52%White –
Did not wish to answer – 16%
14%Asian –
8%
5%
4%
1%
0%
Hispanic or Latinx –
Two or more races –
Black or African American –
Native Hawaiian or Other Pacific Islander –
American Indian or Alaska Native –
US overall ethnicity
at S
4
Capital
S
4
Capital Annual Report and Accounts 202126
Strategic Report
Our DE&I programmes, activities
andpartnerships
In 2021, we initiated our Fellowship
Programme. This programme aims to
empower exceptional students from
traditionally under-represented communities
to leave their own mark in shaping the path
of technological innovation. Three students
from historically black colleges and
universities (HBCUs) formed the first cohort of
the programme.
Media.Monks set up a Women Leadership
Programme for all our ambitious women in our
(predominantly) male industry. In 2021, around
50 women from all over the world participated
in this six-month training. This interactive
programme is aimed at helping women
progress in their careers, with the goal of more
female representation at the top.
We also partner with other organisations all
over the world to create opportunities for
those from under-represented groups in the
tech and digital industry. We strengthened our
partnership with TechGrounds – a school for
IT learning in the Netherlands with a focus on
cultural and gender diversity. In 2021, we hired
four TechGrounders to join our team.
At Media.Monks, a variety of Employee
Resource Groups (ERGs) have been
established over the years. S
4
Melanin has
grown to be the largest ERG in Media.Monks,
with over 80 members and expected to grow
up to 300 by the end of 2022. This global
community creates a safe space where
employees of colour can meet each other and
talk about a variety of topics, with the aim
to help each other thrive both professionally
as well as personally and make sure that
everyone’s voice is heard. In 2021, S
4
Melanin
met with the S
4
Capital Board and our
Executive Chairman, Sir Martin Sorrell, about
what progress needs to be made and how we
are working toward ensuring that our regional
offices are reflective of each local population.
Mental health and wellbeing
With working from home still common,
we are helping our people stay connected and
increase awareness about mindfulness and
the benefits of looking after their mental health.
In Latin America, we provide mental health
support through Cuéntame.com. In the US,
Monks can use the app Headspace as part of
their benefits. In 2021, Media.Monks in Europe
introduced OpenUp – a platform that allows
participants to work on their mental wellbeing.
Via OpenUp, our people can access a fast and
safe check-in to assess their mental health.
The ability to turn off plays an important role
in both the mental and physical wellbeing of
our employees.
Outlook
We are committed to promoting diversity
andinclusion internally but also externally,
with the goal of our people representing the
population diversity within each city office.
We will continue with our practice of mandatory
inclusivity training for everyone, as well as
continuing to expand this training within our
leadership, as well as launching the second
year of our Fellowship and Women Leadership
programmes.
For more on our sustainability and
corporate responsibility performance
and activities, see theESG section at
www.s4capital.com.
We partner with organisations all over
the world to create opportunities for
those from under-represented groups
in the tech and digital industry
S
4
Capital Annual Report and Accounts 2021 27
1
Section 172(i) statement
The Directors consider, both individually and
together, that they have acted in the way they
consider, in good faith, would be most likely
to promote the success of the Company for
the benefit of its shareowners as a whole
(having regard to the stakeholders and matters
set out in Section 172(i)(a-f) of the Act in
the decisions taken during the year ended
31 December 2021).
Our mission is to build a 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
clientsandfor millennial-driven brands.
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
regards 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.
Our Directors take into consideration the interests of
stakeholders in their decision-making, as they are
required to do by Section 172 of the Companies
Act. This section is our Section 172(i) statement and
it includes further information about the Board’s
approach to engagement with stakeholders.
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 pages 28 to 31 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.
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).
S
4
Capital Annual Report and Accounts 202128
Strategic Report
Our clients are at the core of our strategic
thinking. It is in response to their needs that we
seek to deliver ‘speed, quality, value’ (or ‘faster,
better, cheaper’). We remain acutely focused
on how their needs continue to develop in the
always-on 24/7 digital world we all now inhabit.
It is the talent, passion and hard work of
our people that enable us to deliver the
most effective and imaginative solutions for
our clients.
We rely on our shareowners and, to a lesser
degree, lenders to finance our activities and the
continuing expansion of our business. As such,
engagement with them, creating value for them
and shaping our future decisions based on the
results of our engagement with them is critical
to the long-term success of the Company.
What are the key interests of our
stakeholders?
•
Our clients – 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 people – a positive environment in
which our Monks 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.
•
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 communities – creation of social value,
supporting sustainability initiatives and
community employment and education.
•
Our suppliers – a productive and fair
working relationship through collaboration,
innovation and shared values.
Our key stakeholders and how we
engage with them
Clients
•
Our mission for S
4
Capital is driven by
engagement with our clients and our mantra
of ‘speed, quality, value’ (or ‘faster, better,
cheaper’).
•
We have combined best-in-class practices
on a single profit-centre basis, promoting
alignment, an integrated service offering and
emphasising transparency to clients.
How we engage with our clients
•
In today’s 'always-on' environment, 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.
•
For some clients, we co-locate or embed
our people, which not only facilitates
clear communication, collaboration
and teamwork, but also leaves a light
environmental footprint.
Engagement outcome: example
As our financial results show, 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 rate is strong,
often boosted by cross-practice pitches
and referrals.
We work alongside our clients on
a day-by-day, hour-by-hour basis,
helping them communicate with their
audiences in a continuous loop
S
4
Capital Annual Report and Accounts 2021 29
1
People
•
Our aim is to grow the world’s brightest
talent to create a skilled, diverse workplace,
producing outstanding work for our clients.
•
It is essential that we keep all our Monks
engaged, motivated and productive to meet
our clients’ need for ‘speed, quality, value’.
•
We therefore have to provide sufficient
opportunities, interesting roles and new
challenges to enable our people to spend
fulfilling careers within the business.
How we engage with our people
•
To attract the brightest new talent to our
business, our practices offer student
outreach programmes, supportive
internships and comprehensive inductions
for new hires.
•
We help our people develop career path
development plans, and provide mentoring,
training and digital learning, as well as
opportunities for international exchanges.
•
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.
•
A diverse and inclusive workplace brings a
wealth of cross-cultural advantages to our
people and our clients.
•
Although we are one of the most gender-
balanced companies in the industry, we
know there is a general imbalance across
the digital world. We are addressing this
through proactive female and diversity
engagement programmes, supportive
internal networks and industry initiatives to
change the status quo.
•
Our culture is one of openness and
transparency, where everyone has a voice
and is free to raise questions and issues
of concern.
•
Our Non-Executive Director responsible
for workforce engagement, Rupert Faure
Walker, undertakes engagement sessions
with our people and ensures that feedback
received is reported back to the Board
as whole.
•
Our unitary structure, with a single P&L,
gives our people a sense of common
values, shared goals and a collaborative
spirit. This leads to the pooling of skills and
knowledge and innovative client solutions.
Engagement outcome: examples
•
Employee Resource Groups (ERGs) 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.
All our people are welcome to join any
ERGs. At Media.Monks a variety of ERGs
have been organised over the years in many
of our global offices, such as WoMMen in
Tech, a neurodiversity and disability group,
and LGBTQ+ ERG, and onefor Monks of
colour. The latter, S
4
Melanin, has grown
to be the largest ERG at Media.Monks:
expected to grow to 300 by the end of
2022. This global community creates a safe
space where Monks of colour can meet
and talk about a variety of topics, with the
aim of not only helping each other thrive
both professionally and personally but also
ensuring that everyone’s voice is heard.
•
In 2021 S
4
Melanin met with the S
4
Capital
board and our Executive Chairman Sir
Martin Sorrell about what progress needs
to be made and how we are working
towards ensuring that our regional offices
are reflective of each local population.
Because of the transparency provided by
S
4
Melanin we have made it mandatory for
all managers to go through the DE&I training.
S
4
Melanin grew from a private support
group to a global force that drives more
inclusive practices on the local level and is
an inspiring example of how ERGs can make
an impact, both in everyday interactions in
the workplace as well as on a policy level.
Section 172(i) statement continued
Our unitary structure,
with a single P&L, gives our
people a sense of common
values, shared goals and
acollaborative spirit
S
4
Capital Annual Report and Accounts 202130
Strategic Report
•
In 2021, we also ran our first year of the
S
4
Fellowship, an immersive, four-year paid
programme aimed at fostering the next
generation of talent by empowering students
from traditionally under-represented
communities. The inaugural class of Fellows
– three students hailing from historically
black colleges and universities (HBCUs) –
joined Media.Monks to work alongside and
learn from highly-skilled mentors.
•
We also ran the first S
4
Women Leadership
Program, in collaboration with the Haas
School of Business at UC Berkeley in
California. Several Media.Monks and
S
4
Capital female leaders from all over the
world participated in a six-month interactive
programme aimed at helping women
progress in their careers – with the goal of
more female representation at the top.
Shareowners
•
Our intention is to behave responsibly
towards our shareowners and treat them
fairly and equally, so that they may fully
benefit from the successful execution of
our vision and strategy. It is important
that shareowners have confidence in the
Company and how it is managed, given
their investment in the business. We’ve
recently fallen significantly short of this
goal. Our shareowners expected us to
report our results in March and they were
instead released in May 2022. This delay
was partly down to covid-19 and related
lockdowns in the Netherlands, but also
due to issues with the control environment
and the application of reporting standards
for revenue recognition in our Content
practice. Under the leadership of our new
Chief Financial Officer, significant changes
to our financial control, risk and governance
structure resources are being implemented
to try to ensure this doesn’t happen again.
•
We rely on our shareowners from time
to time to finance our activities and the
continuing expansion of our business.
Their trust in us is key to sustaining
continuous investment and we recognise
that we will have to rebuild that trust;
and that will take time. Once the delay
to our audit was known we contacted
all of our shareowners and analysts to
explain what was happening and reassure
them that we had not announced more
information because there was nothing more
to announce.
We will maintain our focus on investor
relations until our shareowners’ trust
is restored.
•
Engagement with shareowners gives us
a broad insight into their priorities, which
influences our own decision making and our
strategic direction.
•
We aim to recover all of the value recently
lost for shareowners, in the short term,
through our commitment to high ethical
standards of business conduct, significantly
strengthening our corporate governance
and continuing to act with integrity so
shareowners can regain confidence in the
way we do business. In the long term, it
is our goal to create significant value for
shareowners by providing an appropriate
return through long-term growth.
How we engage with shareowners
•
The Directors have regular contact with
existing shareowners and potential
shareowners in S
4
Capital. Sir Martin Sorrell
(Executive Chairman), Mary Basterfield
(Chief Financial Officer) and Scott Spirit
(Chief Growth Officer) and, where necessary,
practice heads and others communicate via
email, calls and face-to-face meetings with
shareowners, although during 2021, given
restrictions around covid-19, most meetings
were virtual.
•
After each quarterly results announcement
and major transaction, we have held
extensive roadshows with investors such
as, Rathbones, Fidelity Management &
Research, Jupiter Asset Management,
Permian Investment Partners, Aegon Asset
Management, Canaccord Genuity, Columbia
Threadneedle, Bestinver, Baron Capital
and BlackRock. We have also participated
in broker-arranged virtual roadshows in
London, New York, San Francisco, Frankfurt,
Los Angeles and Paris to meet existing and
prospective investors as well as some face-
to-face roadshows in London.
•
All our investor presentations, reports
and earnings calls are available on the
S
4
Capital website.
•
The Directors (including Victor Knaap,
Wesley ter Haar and Christopher S. Martin)
and D.J. Edgerton (who leads Tech.Monks)
also regularly attend investor conferences
and invitations from analysts tospeak.
S
4
Capital Annual Report and Accounts 2021 31
1
•
The Directors’ meetings with shareowners
serve to keep them informed on the
business and allow the Company to gain
valuable feedback and advice.
•
We value our AGM and general meetings
as an opportunity to meet all shareowners
and thank them for their support, as well as
hear their feedback and perspectives on the
Company. Should we look to raise additional
equity finance in the future, we will seek to
allow existing shareowners to participate
where possible.
Engagement outcome: example
It is when there are problems that the value
of your engagement with shareowners really
shows. Following the announcement of the
delay to publication of our preliminary results
in the afternoon of 30 March 2022, our share
price dropped over 30%. Sir Martin Sorrell,
Scott Spirit and Mary Basterfield spoke over
the next day or so to all of the Company’s
major shareowners and many smaller
shareowners too.
Communities
•
We contribute to society by actively
sharing our talents and digital expertise
and offering it to local social initiatives and
charity projects.
How we engage with our communities
•
Community service in 2021 was mostly
focused on responding to covid-19 needs.
In India, when the outbreak reached its
ultimate high, Media.Monks became a crisis
centre to orchestrate help and support.
In other countries we continued our
community or voluntary service with local
schools, teaching code to young people,
participating in drives for food, toys and
donations at holiday times.
Engagement outcome: example
•
Media.Monks partnered with Studio
Roosegaarde to produce a film that
illuminates how LED lights can be used to
speed up growth in plants. Taking place
in a Dutch field, the film captures the
beauty of agriculture and its sustainable
future in an art meets science approach.
Showcased at the World Economic Forum
and on the BBC as part of the project’s
awareness campaign, the film reached over
600 million views.
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 with our suppliers
•
We aim to have a fair and transparent
relationship with our suppliers and partners
through regular dialogue on performance
and CSR matters.
Engagement outcome: example
Our top 20 suppliers publicly disclose a
CSR/ESG policy.
We contribute to society by actively sharing
our talents and digital expertise and offering
it tolocal social initiatives and charity projects
Section 172(i) statement continued
S
4
Capital Annual Report and Accounts 202132
Strategic Report
Principal risks and uncertainties
The Board, through the Audit and Risk Committee, has overall
responsibility for the risk management and mitigation process.
The Board places a particular emphasis on the scope and nature
of the relevant risks when determining how the Group should
seek to achieve its strategic objectives.
The Group’s strategy is to build a purely
digital multinational advertising and marketing
services business, initially, given its embryonic
origins, by combinations. In the context of
future organic- and business combination-
driven growth, the Board is prepared to accept
a certain level of risk to build a multinational
business that is able to compete with
established competitors and capitalise on the
digitally-led disruption of the advertising and
marketing services sector.
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
asthe Group grows and its market evolves.
The Group is run on a unitary, or single profit
centre, basis. 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. Nevertheless,
the Board considers that it is also appropriate
for risk registers to be maintained at the
Group level and also at each of the Group’s
trading businesses.
Senior management at its Content,
Data&Digital Media and Technology Services
practices are responsible for maintaining risk
registers that record the risks that are specific
to each business.
The Group is a global one, well suited to
the challenges of the international age and
adaptable to political and cultural changes.
Whilst it is headquartered in London,
its business is multinational. Google’s
announcement that it will be blocking third-
party cookies by 2023 (delayed from 2022)
presents both a significant opportunity and
challenge to the Group, given that several of
our programmatic activities are built on top of
the third-party cookie. Nevertheless, rather
than resisting changes we will adapt to them
and seek to find opportunities within them
to evolve and we are working closely with
Google to find solutions. We have seen amajor
increase in client interest in our data and
analytics capabilities as a result.
Risk movement
The risks and uncertainties faced by the Group
continues to evolve as the Group expands
and establishes itself in new jurisdictions
which present further challenges and risks.
As a result, the Board continuously evaluates
the movement in the risks outlined on the
following pages.
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 34 to 38.
S
4
Capital Annual Report and Accounts 2021 33
1
Principal risks and uncertainties continued
Risk Description Management actions
Economic environment
Adverse developments in the
global economy or the local
economies in theterritories
where the Group has operations
could impact the level
ofdemand for the Group’s
services.
We operate in highly competitive markets, where
customer behaviour, needs and demands are evolving
due to digitisation, energy efficiency, climate change,
government initiatives and the general economic
outlook. Failure to react appropriately and rapidly to
changes in customer behaviour could result in the
erosion of our customer base, leading to reduced
revenues and associated margins.
Given the diversity of our customer base
and the various industries which we serve,
it is generally possible to contain the impact
of these adverse conditions. Each business
continually reviews its routes to market,
changes in customer demands and
expectations and cost base so that it can
react appropriately to the impact of the
wider economy. Any adverse impact on
cash flow could be mitigated in the short
term by controls over capital expenditure
and other discretionary spend.
People and leadership
The quality of the services
provided bythe Group’s
businesses are fundamentally
derived from the quality ofthe
Group’s people. The Group’s
performance could therefore
beadversely affected if it is not
able to recruit, train and retain
key talent in the Group’s
businesses and at the
Grouplevel.
A number of individuals are key to the management,
performance and execution of the Group’s overall
strategy. The Directors believe that the loss of key
people could significantly impede the Group’s financial
plans, product development, project completion,
marketing and other plans.
We continue to evolve a clearly defined
people strategy based on culture and
engagement, equality and wellbeing, talent
development, training and reward and
recognition The Group has established
training, development, performance
management and reward programmes to
retain, develop and motivate our people.
The Group regularly reviews the adequacy
and strength of its management teams to
ensure that appropriate experience and
training is given such that there is not over
reliance on any one individual.
Furthermore, the Group has continued to
develop succession planning as part of the
development programmes for our people.
Strategic
The Group’s future results of
operation and financial
performance are partly
dependent on the successful
implementation of the Group’s
strategy.
The Group’s strategy is to build
a purely digital multinational
advertising and marketing
services business, initially by
business combinations and
long term through robust
organic growth.
In the short and medium term, the success of the
Group’s strategy will therefore depend on the Group’s
ability to identify and merge with suitable targets.
There is a risk that the Group will not be able to source
or complete additional business combinations on
commercially acceptable terms or at all. Material
management time and Group resources may be
allocated to evaluating potential target entities that
arenot ultimately combined with by the Group.
Moreover, when the Group completes combinations,
there is a risk that the acquired business may not
perform in line with management expectations, or
result in the Group’s assumption of unforeseen
liabilities. As the Group’s strategy is to operate on a
unitary basis, there is also arisk that the integration of
any combined business does not proceed in
accordance with management’s expectations.
The implementation of the Group’s strategy is also
likely to result in the allocation of Group resources and
management time to winning business in new
geographies. There is a risk that such new offices fail
to perform in line with management expectations.
The Board, making appropriate use of
expert advisers where necessary, conducts
strategic planning, due diligence and
integration planning to ensure that potential
business combinations meet the financial
and other criteria set by the Board.
Management will seek to carry out organic
expansion into new geographies in order
to meet the needs of an existing client or
clients, thereby reducing uncertainty in the
start-up phase of any office. Moreover, the
Group will seek to scale new sales offices
in line with increasing client demand.
S
4
Capital Annual Report and Accounts 202134
Strategic Report
Risk Description Management actions
Strategic continued
The Group’s strategy
envisages that it will
continue to grow rapidly.
TheGroup may not have the
infrastructure, management
time and/or governance
structure to be able to grow
at the desired speed and/or
to fully integrate new
businesses into the Group.
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.
Inaddition, failure to successfully integrate
new businesses could lead to high
employeeattrition rates and unnecessary
combination expenses.
Management regularly review the capacity to grow in line
with the Group’s strategy and recruit new management
team members and employees as required. Inaddition,
the Board monitors the infrastructure and governance
arrangements to ensure these are fit for purpose as the
Group grows, adapting them as considered necessary.
The Group does not plan to solely rely on the acquisition
of new businesses for its growth, and management will
seek to carry out organic expansion into new
geographies or scale existing offices in order to meet
theneeds of an existing client or clients.
The Group has combined
with a large number of
businesses, which are being
integrated into the Group,
and the Group’s strategy
envisages further
combinations. The Group’s
performance could be
adversely affected if the
combined businesses are
not successfully integrated
intothe Group.
Having multiple physical offices usually
costs more than single unified spaces and
retaining additional office space in the same
jurisdictions, following combinations, could
have a negative impact on the profitability
ofthe Group and a negative ESG impact.
Alack of integration between teams could
lead to cross selling opportunities or
synergies being missed, impacting on the
financial position of the Group. In addition,
ifthe people from combined businesses are
not integrated into the Group and trained on
the Group’s policies and procedures, they
are less likely to be driving for the single P&L
and possibly more likelytoleave or not
comply with the Group’spolicies, leading to
higher people attrition rates or errors in
accounting or legalmatters.
Integration remains a bonus metric to encourage the
successful integration of combined businesses into the
Group. In addition, a dedicated post-combination
integration team operates to assist in combination
integration.
The Group is dependent
onrelationships with certain
third parties with significant
market positions,
particularly Google
Marketing Platform and
therest of the Google
advertising ecosystem
andan unnamed
telecommunications
company (subject to a NDA),
but also Amazon andMeta.
Our activities depend in part on services
provided by third parties. The Group relies
upon the good performance of its suppliers
and subcontractors to meet the obligations
defined under their contracts. Vendors and
supply chain dependencies could negatively
impact S
4
Capital’s operations and security
of data, systems, and services.
S
4
Capital has a low appetite for dependency on third
parties in its critical processes. S
4
Capital strives to
minimize outsourcing of activities directly related to its
core processes or platform to avoid dependency on
suppliers. In order to secure supplies of goods and
services, the contracts signed with third parties include,
whenever possible, clauses for service, continuity and
responsibility.
Supplier performance is continually monitored and
assessed so that supplier development programmes can
be launched if performance standards fall below
expectations.
A supplier relation management programme has been
developed with a growing number of strategic suppliers.
Also business continuity plans are developed by the
Group’s different operating entities to ensure the long-term
viability of all commercial and operational activities.
As part of the Group’s
strategy, the Directors
intend to identify suitable
combination opportunities.
The Group may not
successfully identify and
complete, or, if completed,
integrate suitable
combination opportunities in
the future.
If the Group fails to complete a proposed
combination it may be left with substantial
unrecovered transaction costs, which could
adversely affect subsequent attempts to
acquire another target business. When a
substantial business operation is acquired
by the Group there is no certainty that the
Group will be able to successfully implement
change programmes within a reasonable
timescale and cost, which may adversely
impact the Group’s business and prospects.
There is considerable knowledge and expertise within
the Group with regard toacquisitions.
An experienced acquisition team, together with external
advisors where appropriate, isinvolved in all acquisition
activity and we have a proven track record of
successfully integrating businesses into the wider
Group. We perform pre-transaction due diligence and
closely monitor actual performance to ensure we are
meeting operational and financial targets.
Any divergence from these plans will result in
management action to improve performance and
minimise the risk of any impairments. Executive
management and the Board receive regular reports on
the status of acquisitions and combinations, with
aformal review once per year.
S
4
Capital Annual Report and Accounts 2021 35
1
Risk Description Management actions
Strategic continued
The Group conducts due
diligence as itdeems
reasonably practicable and
appropriate based on the facts
and circumstances applicable
to any business combination
under consideration. Material
facts or circumstances may
not be revealed in the due
diligence and may surface
once the integration starts.
A due diligence investigation could fail
tocorrectly identify material issues and
liabilities in a target business, or an
investigation could reveal a material risk
thatthe Group considers to be commercially
acceptable. Both scenarios could result in
the Group subsequently incurring
substantiallosses.
The Group makes use of expert advisers
toconductdue diligence. In addition, warranties
andindemnifications are included in transaction
documents and/or aW&l insurance is included.
Following each business combination a post
combination integration team consults with the new
business to implement its standards e.g. forfinancial,
legal and tax areas. Finally, theGroup integrates
thenewly combined company into its standard
monthly reporting cycle where (financial) risks,
ifanyare identified.
As the Group has been
established through
combinations, and the
Company was only listed on
the London Stock Exchange in
2018, the Group’s control
environment and governance
arrangements are relatively in
their infancy in comparison to
other listed companies, which
could negatively impact on the
financial position and
prospects of the Group.
The Group’s control systems and processes
and governance arrangements are still
developing and any failure in these systems
and processes or governance arrangements
could cause reputational issues and lead to
loss of investor confidence, which in turn
could impact on the Group’s ability to raise
external finance or the financial performance
of the Group.
The Group has an Audit and Risk Committee and in
FY2021 appointed its first internal control manager.
The Company is in the process of developing its
internal control function and securing internal audit
provision from a large accounting firm. As noted in the
Executive Chairman’s governance statement, it is
currently proposed that the Company adopts the UK
Corporate Governance Code in FY2023, thereby
formalising the Group’s governance expectations.
Google, a key customer tous,
recently announced that
third-party cookies would be
blocked in Chrome by 2023.
As a result, in the next
12months, third-party cookies
will become effectively
unusable for advertising
measurement and many forms
of third-party data already
challenged by GDPR since May
2018, will cease toexist.
As with many businesses in the
programmatic space, a number of our
Data&Digital Media services that operate on
the open web or across apps and devices
were built to some extent on top of the
third-party cookies and other identifiers.
Examples include programmatic audience
activation, personalised retargeting, and
multi-touch attribution. These technologies
would not work without persistent third-
party identifiers and, without changes, parts
of our business would have been
threatened. TheGroup hasplanned for the
abolition of cookies toameliorate the
change. However, furthersimilar
developments pose a risk tothe Group’s
business.
We continue to move with the market and develop
long-term solutions to the ‘death ofthe cookie’.
Ourefforts fall into three primary categories:
realignment of digital media and audiences around
so-called ‘Walled Gardens’, modelled measurement
and attribution, and first-party data strategy.
Firstly, we are aligning our clients’ digital media and
audience strategy with that of large-scale ‘Walled
Garden’ platforms such as Amazon, Google and retail
media, all of which allow advertisers to leverage
consumer data (specifically second-party data) at
scale and in ways that are largely unaffected by
the‘death of the cookie’.
Secondly, we continue to invest in modeled
measurement and attribution inclusive of ‘top-down’
econometric methods (e.g. Market Mix Modelling),
‘bottoms-up’ machine learning methods, and native
platform tools such as Apple’s SKAdNetwork or
Google’s Ads Data Hub clean room. The market
broadly agrees there is no single ‘silver bullet’ solution
to cookieless measurement, and so we believe our
diverse and comprehensive approach will position our
clients for success and minimal disruption.
Thirdly, we are helping marketers build first-party data
assets and increase the utility of their first-party data,
thus reducing their reliance on third-party data
sources. We have invested heavily into practice areas
across first-party data strategy and consulting,
marketing data infrastructure, data science and
cloud-driven solutions.
As we continue to collaborate with our clients on
theseand similar initiatives, weare seeing an
ongoingacceleration of demand as clients elevate
thepriority of ‘post-cookie’ solutions in 2022 and 2023
planning and look to us for education, strategy and
solution implementation.
Principal risks and uncertainties continued
S
4
Capital Annual Report and Accounts 202136
Strategic Report
Risk Description Management actions
Competitive environment
The digital media and communication
services industry is highly competitive.
The Group’s revenues and/or margins
could be reduced if clients are lost to
competitors, competition erodes the
Group’s pricing power or the economic
environment results in lower demand for
advertising and marketing services of
the type which the Group provides.
The advertising and marketing services
industry is subject to significant and
rapid change.
The Group’s competitors include large
multinational advertising and marketing
communication companies, regional and
national marketing services companies
andnew market participants, such as
consultancy businesses and technology
companies.
It is part of the Group’s strategy to exploit the
current disruption of the advertising and
marketing services industry. Nevertheless,
there is a risk that future trends in the
advertising and marketing services industry
will present challenges to the Group as an
incumbent and corresponding opportunities
to disruptive competitors.
The Group’s strategy is to build a purely
digital multinational advertising and
marketing services business, initially
bycombinations.
In order to differentiate itself from
competitors, the Group is focused on purely
digital, end-to-end marketing services.
The Group has combined best-in-class
businesses on a single profit-centre basis,
promoting alignment, an integrated service
offering and emphasising transparency to
clients. As one of the first such businesses
in the advertising and marketing sectors,
the Group therefore seeks to capitalise on
first-mover advantage and establish
durable client relationships that will mitigate
against competitive threats in the sector.
Any negative impact on the reputation
ofand value associated with any of the
Group’s trading names could have a
material adverse effect on its business
and results of operations.
The execution of the Group’s strategy may
fail to maintain the reputation of the Group’s
trading names. Adverse media comment or
difficulty in the provision of the Group’s
services may damage its reputation.
The Group safeguards reputational risk in
other risk disciplines. In addition, the Group
works with a transparent and stable
business model with solid ratios.
IT and data security
The Group is subject to a number of laws
relating to privacy and data protection
governing its ability to collect and use
personal information. These data
protection and privacy-related laws and
regulations are becoming increasingly
restrictive and complex and may result in
greater regulatory oversight and
increased levels of enforcement and
sanctions.
The European Union’s General Data
Protection Regulation (GDPR) and,
following Brexit, the UK version of GDPR,
both provide for fines of up to 4% of
global turnover to be levied for breaches.
The privacy laws to which the Group is
subject could, in addition to increasing
compliance costs, result in investigative or
enforcement action against the Group, legal
claims, damage to the Group’s reputation
and the loss of clients.
To the extent that data protection regulation
and legislation, in the UK, EU or in any other
territory, restricts or prevents the Group’s
clients from using underlying customer data
to tailor and target marketing and
advertisements, their digital marketing
budget and/or expenditure on the Group’s
services could decrease.
A failure of, or breach in, cybersecurity may
cause the Group to lose proprietary
information, suffer data corruption, or lose
operational capacity.
The Group has developed guidelines for
compliance with data privacy laws in the
territories in which it operates and has
structured its service offerings around a
core of compliance with data protection
and privacy laws. The Group ensures that
its people are properly trained on the
implications of applicable data privacy
legislation.
The Group has in place security measures in
an effort to prevent malicious cyber attacks.
The Group may be vulnerable to hacking,
identity theft and fraud.
Cyber incidents may cause disruption and
impact business operations, potentially
resulting in financial losses, impediments to
trading, violations of applicable privacy and
other laws, regulatory fines, penalties,
reputational damage, reimbursement or other
compensation costs, or additional
compliance costs.
The Group has in place security measures
and guidelines in an effort to prevent
hacking, identity theft and fraud, including
the loss of intellectual property.
The intellectual property rights of the
Group are important to its business.
There is a risk that title to the relevant
intellectual property rights has not been
properly assigned to the Group. There is
a risk that third-party distributors of
intellectual property could allege that
the Group has not complied with the
conditions of a licence.
Employees, sub-contractors or licensors may
take action to enforce intellectual property
rights against the Group and/or its respective
clients. Should such risks materialise the
Group may be subject to litigation or incur
reputational damage which could have a
material adverse effect on the Group.
The Group has developed confidentiality
and proprietary information agreements
with our employees and partners.
S
4
Capital Annual Report and Accounts 2021 37
1
Risk Description Management actions
Financial, regulatory, sanctions and taxation
The Group has exposure to credit risk
through the default of a client or other
counterparty.
The Group’s operating business are generally paid for
their services in arrears. Accordingly, the Group is
therefore exposed to the risk that a client or other
counterparty is unable to pay all or any of an amount
due to the Group.
A relatively small number of clients make up a
significant percentage of the Group’s debtors. Failure
by a client or other counterparty to pay the Group in
accordance with agreed contractual terms may result in
costs and expenses arising in connection with legal
action to recover any such debts. If such debts are
notpaid in full and in a timely manner, the business,
revenues, results of operations, financial condition and
prospects of the Group could be adversely affected.
The Group makes credit checks
and monitors its exposure to
individual clients and negotiates
payment terms in light of the
credit worthiness of its
counterparties.
The Group is cash generative and
the Board maintains focus on the
Group’s working capital needs.
The Group does and expects to continue
to generate a significant proportion of its
revenue in US dollars and other
currencies. There is a risk that any
significant movement in foreign
exchange rates between Pound Sterling
and other currencies in which revenue is
generated could have an impact on the
Group's results and financial position.
Changes in exchange rates between euros and other
currencies could lead to significant changes in the
Group’s reported financial results. There is no assurance
that arrangements made to manage this risk will be
sufficient to reduce the material adverse effect foreign
exchange fluctuations could have on the Group's
business, financial condition, results of operations
andprospects.
The operating cash flows provide
a natural hedge since payouts to
suppliers and employees are
included in the same currency.
Cash balances are monitored on
adaily basis and any surplus is
frequently converted into the
currency needed.
The Group is and will continue to be
subject to strict anti-corruption,
anti-bribery and anti-trust legislation
and enforcement in the countries in
which it operates.
The Group may operate in a number of markets
wherethe corruption risk has been identified as high
by organisations such as Transparency International.
Failure to comply or to create a corporate
environmentopposed to corruption or failing to instil
business practices that prevent corruption could
expose theGroup and senior officers to civil and
criminal sanctions.
The Group has a strict anti-bribery
and corruption policy on which it
is training all ofits people.
The Group may be subject to regulations
restricting its activities or effecting
changes in taxation.
Changes in local or international tax rules, for example
prompted by the OECD’s Base Erosion and Profit
Shifting project (a global initiative to improve the fairness
and integrity of tax systems), changes arising from the
application of existing rules, or new challenges by tax or
competition authorities, for example, the European
Commission’s State. Aid investigation into the UK tax
relating to overseas subsidiaries may expose the Group
to significant additional tax liabilities, which would affect
the future tax charge.
The Group takes external
professional advice on its group
structuring, including in relation
toits acquisitions and does not
participate in overly-aggressive
tax planning strategies.
The Group is and will continue to be
subject to the laws of the UK, the US, the
EU and other jurisdictions that impose
sanctions and regulate the supply of
services to certain countries.
Failure to comply with these laws could expose the
Group to civil and criminal penalties including fines
and the imposition of economic sanctions against
theGroup.
This could cause reputational damage and withdrawal
of banking facilities, which could materially impact the
Group’s financial position and prospects, as well as its
ability to execute its strategy.
In addition to external
professionaladvice, the Group
has a transfer pricing policy in
place for both practices.
The Strategic Report on pages 8 to 38 was approved by the Board of Directors on 14 May 2022 and signed on its
behalf by:
Sir Martin Sorrell Mary Basterfield
Executive Chairman Group Chief Financial Officer
Principal risks and uncertainties continued
S
4
Capital Annual Report and Accounts 202138
Strategic Report
Industry outlook
40 A perfect storm
By Sir Martin Sorrell
2
On the
horizon
3939S
4
Capital Annual Report and Accounts 2021
Since then, the economic consequences of the
pandemic on supply chains and employment,
rampant inflation, increasing interest rates,
the bitter and vicious war in Ukraine and new
zero-covid lockdowns in China have conspired
to create a perfect storm in which growth
forecasts are downgraded and risk in some
parts of the world is being elevated. The strong
bounce-back previously expected this year will
be dampened and over the horizon in 2023,
the clouds look even darker. At S
4
Capital
we’ll trim our sails accordingly and won’t be
blown off course. But navigation will, as ever,
be challenging.
We began 2022 optimistically, thinking global GDP
growth, at least for 2022, would be 4-5%, on top of
5-6% for 2021, reflecting the bounce-back from the
slump in 2020 and driven by the huge, global,
co-ordinated covid-19 monetary and fiscal stimulus
totalling around $10-15 trillion. In fact, we were moving
towards the eye of a rapidly gathering tempest.
A perfect
storm
By Sir Martin Sorrell
S
4
Capital Annual Report and Accounts 202140
Industry outlook
Inflation rising, growth in retreat
The IMF, in common with other forecasters,
has cut its projection for global GDP growth
this year to 3.6% from almost 5% six months
earlier. Behind this move is a sequence of
events: the necessary withdrawal of stimulus
by central banks in the wake of covid-19; the
rise in interest rates to counter a growing surge
of inflation; Vladimir Putin’s decision to attack
Ukraine; and the mounting challenge faced by
China’s zero-covid policy. The world now finds
itself in a more precarious place than most
people imagined at the end of 2021; Goldman
Sachs has estimated a 35% risk of recession
in the next two years. Former US Treasury
Secretary Larry Summers was prescient in
foreseeing the inflationary effect of pandemic
stimulus and central bankers’ worries have
pivoted from unemployment to rising prices
and wages. Spurred by energy prices, inflation
in the US this year is tipped by the IMF at
7.7%, its highest level in decades. That is all
compounded by labour shortages ensuing
US advertising revenue estimates
Increase in advertising revenue
2022E vs 2019
Advertising revenue year-on-year growth
92.5%
11. 3%
-9.1%
-3.9%
-31.0%
-32.0%
Online
Newspapers
Radio
Magazines
TV Outdoor
-30%
-10%
-20%
10%
0%
20%
30%
40%
50%
Online
Radio Magazines NewspapersTV Outdoor
2019 20212020 2022E 2024E2023E 2025E
Source: IMF, April 2022
World economic outlook growth projections
E: Estimate Sources: Company reports, MoffettNathanson estimates and analysis
3. 6% 3.6%
6.8%
6.1%
2021 2022 2023 2021 2022 2023 2021 2022 2023
3.3%
2.4%
5.2%
3.8%
4.4%
Global
economy
Advanced
economies
Emerging markets &
developing economies
from the Great Resignation or Reshuffle and
continuing supply chain disruption, especially
in areas such as chips for cars. The war in
Ukraine means risk for Central and Eastern
Europe. But with that comes greater willingness
to take risks in other regions – South East
Asia, India, Indonesia, Vietnam, Thailand,
The Philippines, the Middle East, Africa and
North and South America. China’s lockdown
in Shanghai, meanwhile, has highlighted that
country’s covid-19 policy and could further
exacerbate global supply chain issues. So what
does all this mean? Less robust economic
growth is important as it’s one of the drivers of
S
4
Capital’s growth. However, the burgeoning
commitment in Europe to increasing defence
budgets – Germany is a good example – will
pay dividends for tech companies, especially
as cyber is now a vital part of military
capability, as will the increasing demand for
digital transformation as global GDP growth
slows.
S
4
Capital Annual Report and Accounts 2021 41
2
A perfect storm continued
Sources:
1. Big Data Analytics Report, Fortune Business Insights,
Dec 2021
2. GrandView Research, Virtual Events Market Size 2021,
8 Jul 2021
3. IDC AR/VR Headset Tracker, Mar 2022
4. GrandView Research, Digital Marketing Software Market
Size 2021, 8 Jul 2021
5. IDC FutureScape: Worldwide IT Industry 2021 Predictions
6. The Metaverse, Grayscale Research, Nov 2021
7. AdAge, Mar 2021
8. MoffettNathanson Advertising Spend Model, Mar 2022
9. eMarketer Global eCommerce Update, Jan 21
$231bn 23.2%
Data analytics market – $231bn in
2021, forecast to reach $550bn in 2028
(13.2%CAGR)
1
Virtual events market size was $114bn in 2021
and is predicted to grow to $505bn in 2028
(CAGR 23.7%)
2
35% 16.9%
11.2m AR/VR headsets shipped in 2021 with
92% YOY growth. Annual shipments will reach
50m in2026 with 35% CAGR
3
Global marketing technology software market
size of $56.5bn with an 8-year projected CAGR
of 16.9%
4
$6.8trn $1trn
Digital transformation: 65% of the world’s GDP
set to be digitalized by 2022 and direct digital
transformation (DX) investments to total $6.8
trillion between 2020 and 2023
5
The market opportunity for bringing the
Metaverse to life may be worth over $1trillion
inannual revenue
6
$113.4bn 62%
World’s 25 biggest agency companies had
combined revenues of $113.4bn in2020
7
Digital advertising spend takes a 62% share
in2021, worth $432bn and growing at 29%
8
2 7. 6 %
Global ecommerce sales rose 16.8% to
$4.92trn in 2021
9
Our market
S
4
Capital Annual Report and Accounts 202142
Industry outlook
Digital is in control
The global economy drives growth in our
markets. The total market we address is worth
between $2 trillion and $3 trillion: advertising
media is approximately $650 billion; marketing
services $550 billion; trade budgets around
$700 billion; and digital transformation
budgets another $500 billion. Overall, our
markets probably grew by 15-20% in 2021,
but the significant point is that nearly all that
growth was digital. In media advertising, the
increase in spending with Google, Meta and
Amazon alone was over $100 billion in 2021.
At S
4
Capital our revenues grew by around
52% in 2021, and it looks as though the digital
part of the industry will continue its growth
trajectory over the next two or three years.
E: Estimate
Source: Statista.com
500
450
400
350
300
250
200
2015 2016 2017 2018 2019 2020 2021E
2022E
TraditionalDigital
Time spent per
day with digital
vs traditional
media in US
Minutes
Growth in our addressable markets %
2019 2020 2021 2022F 2023F
Total media spend
1
5.2% -1.8% 19.8% 9.8% 8.8%
Digital media spend
2
19.0% 13.0% 29.3% 14.1% 13.8%
North American digital spend
2
15.9% 12.2% 38.2% 19.2% 20.0%
Digital transformation spend
3
18.0% 11.0% 14.5% 20.0% 16.7%
Cloud growth
4
28.8% 33.4% 36.1% 34.3% 27.9%
MarTech growth
5
35.9% 32.6% 37.4% 32.0% 34.0%
Holding company growth
6
0.4% -8.1% 11.0% 5.4% 3.4%
Tech Services growth
7
27.6% 20.4% 40.3% 35.2% 25.9%
S
4
Capital growth
8
44.0% 19.0% 44.0% 25.0% 25.0%
F: Forecast
Sources:
1. MoffettNathanson
2. MoffettNathanson
3. https://www.statista.com/statistics/870924/worldwide-digital-
transformation-market-size/
4. Morgan Stanley for Google, Azure, AWS
5. Morgan Stanley for Salesforce (Subscription), Adobe
6. MoffettNathanson
7. Cowen
8. S
4
Capital
Industry analyst Michael Nathanson has carried
out an important analysis which shows that
advertising spend as a proportion of GDP
shrank from 2% to 1%, over the last 5-7 years,
but in the last couple of years it has started to
increase again. He forecasts it will reach 1.75%
by 2024-25, and all that growth is going to
come from digital. The traditional areas of free-
to-air TV, network TV, radio, newspapers and
magazines will stay flat, or decline, but digital
will continue to grow. As we are digital-only we
will benefit and we are increasing our share of
the market.
S
4
Capital Annual Report and Accounts 2021 43
2
Clients and whoppers
I went to a procurement conference recently
and I was surprised that the tone was notably
cautious, when in fact most clients have had
a very good last couple of years. In fact,
clients spent heavily in the fourth quarter,
notwithstanding supply chain difficulties and
other challenges. When I was on the stage
at Web Summit last year with two senior
marketing executives from Mars and Suntory,
both said they are now using larger numbers
of agencies and they agreed with our thesis
around the importance of agility, and of
taking back control. There’s a tremendous
propensity to experiment. The old days of
the fixed TV commercial have gone and it’s
no longer about having the perfect piece of
content. Instead, you develop assets in an
iterative process that we see as being like
an election campaign; brands have to get
elected every day. Our 2020 target – to develop
20 ‘whoppers’ or clients with $20 million of
revenue – is on track and last year we added
two more, Meta and HP, to our existing group
which includes Google, a major tech company
(with whom we’ve signed an NDA), BMW and
Mondelez. That’s been achieved primarily
through our ‘land and expand’ strategy rather
than through competitive pitches. We’ve
identified another 19 that we think have the
potential to become whoppers over the next
three years. About 50% of our revenue comes
from tech companies, and the reason for that
is we work more effectively with the companies
that look at the sky rather than those who look
at their boots. In what we might call ‘analogue’
companies, people have tended to be more
frightened of change in response to events like
the pandemic or slowing GDP growth but –
ironically – I think they will be more willing to do
so in future.
From cookies to consent
Google’s resolve on third-party cookies and
Apple’s IDFA decisions have been creating
a lot of uncertainty and fog in the digital
ecosystem – if there was a VIX index for
marketing it would have gone through the roof.
It has forced clients to think about alternatives
and the implications of what’s happening in a
more concerted way. Google has made a very
astute decision from a privacy point of view,
which is to rein back on the sale of third-party
data, (unconsented), and focus on first-party
data, (consented). And already some of the
big retailers, such as Walmart and Target, are
building their own walled gardens.
A perfect storm continued
Our latest three-year plan calls for us to
double both top and bottom lines over the next
three years, implying annual growth of 25%.
If anything, the pace of digital transformation
may speed up when the economy slows down,
because in tough times, the change agents
inside companies are given more oxygen.
Our third pillar
In 2021 we started a new practice area,
Technology Services, to sit alongside our
existing businesses in digital content; and data,
analytics and digital media. We combined
with Zemoga, which started in Colombia and
now has technology specialists located all
across the US, helping companies to digitally
transform their business. We’ve already
seen a really encouraging lift in terms of
revenues generated from their client base.
Technology services moves us into a new
market where we are competing with firms
like Globant and Accenture, who are rated
more highly in terms of stock market value.
It broadens our reach into client companies:
as well as talking to the CMO or the chief sales
officer, we’ll now be talking to the CTO and the
CIO as well. It means we become involved in
systems integration, working with the likes of
Salesforce and Oracle as well as with Adobe.
Now we can talk to clients about what we do
on the sell side, what we do on the marketing
side and what we do on the IT side and bring
itall together as one.
Now we can talk to
clients about what we
do on the sell side, what
we do on the marketing
side and what we do on
the IT side and bring it all
together as one
S
4
Capital Annual Report and Accounts 202144
Industry outlook
For us, this is a big growth area. In our early
days, we looked at several big data companies,
but we thought they were overpriced, and
so we concentrated on building our own
capability through merging with around half a
dozen smaller analytics companies, including
Digodat in Argentina, Datalicious in Korea and
Australia, Brightblue in the UK; now we have
our own worldwide network. The challenge
for clients is that they have pools of first-party
data that still aren’t integrated. Either they’ve
grown organically and they’ve had CIOs or
CMOs developing different systems; or they’ve
acquired companies with data systems that
don’t talk to one another. Their challenge is to
bring all that data together; the opportunity for
us is to be the system advisor and integrator
and help them make sure that the data lakes
flow into one another.
The one and only
Our unification strategy to bring all our
businesses together under the ‘dot monks’
brand is now fully implemented. Wes ter
Haar took the lead and did a brilliant job in
execution. (Others have struggled to bring
even two brands together.) And that was
because we spent a lot of time on it, working
with our entrepreneurial leaders and our key
clients. MediaMonks and MightyHive became
Media.Monks with a dynamic logo featuring
MightyHive’s iconic hexagon. As a branding
device it gives us great flexibility in how we
can apply it. You can be anything.monks:
tech.monks, lux.monks, data.monks, even
China.monks. It’s a great way of expressing
what you are doing. The single brand
emphasizes our shared heritage in creative
content and data & digital and brings together
our 8,400 digital-first experts under one
roof, working as a single P&L across 33
countries. Unification is not an easy thing
to do. When theholding companies make
acquisitions, the trade is: you retain your
The single brand emphasizes
our shared heritage in creative
content and data & digital
autonomy and independence, and the holding
companies will look after the back office.
What we offer is that in surrendering your brand
you become truly part of something bigger.
And you have more space in doing that. If you
want to develop social inside the company, or if
you want to expand into the Americas, then you
can do that. The companies we merge with do
so for four reasons. They want access to peak
talent; and on that score we have 8,400 digital
specialists. They want access to geography;
so we’ve made it possible for almost anybody
to plug into our platform around the world.
They want access to capital, which we have,
(albeit not in unlimited supply). And they want
access to clients. Whilst we can’t promise
that they’ll win business we can help to
develop those relationships so they have
everyopportunity todo so.
Shape shifting
As a company our business is currently
segmented two-thirds content, and
one-third data & analytics and digital
media. Technology services will be small
initially, butwe’ll try to expand it rapidly.
From a geographical point of view, the split is
approximately 70% The Americas, 20% EMEA
and 10% Asia Pacific. By that measure I’d like
to get to a 60/20/20 breakdown. So we need to
do a lot more in technology services and put
more weight into Asia Pacific. I’d like to double
up, triple up, maybe even quadruple up in
China – and India is also as important. But one
of our biggest commercial concerns remains:
how do you viably operate in the world’s
second biggest economy, an economy that
will soon be the biggest? China has changed;
President Xi is pursuing a different course, a
much more hardline course, just as Presidents
Obama, Trump and Biden have done from
the US side, which means the countries are
diverging in a dangerous way.
S
4
Capital Annual Report and Accounts 2021 45
2
A perfect storm continued
And China’s Millennials are not as pro-Western
as they used to be. What this means is that
the structure must be fashioned to meet these
new conditions, and that may mean it has to be
more local.
After covid-19
Omicron showed that the pandemic is not
over completely, but I think it will just push
back some of the expectations in terms
of growth and recovery by a few months.
Going forward, we are going to adopt a hybrid
model in how we work. We noticed last year
that people were thirsting for more social
contact. Productivity remained very good
when people were working from home, but
the problem started to assert itself and cause
some angst. It was not so much about creative
spark, as simply wanting to see your confreres
or consoeurs and get together with them.
We still think we must be very flexible, so the
template that we’re using as we renegotiate
our leases is to take 60% of the space we had
before. That implies people will be in the office
three days a week; it will be phased, but with
considerable flexibility. We think it is important
to come in, because we’ve gone from around
2,500 people before the pandemic to 8,400
now, and many of those people don’t know one
another, so it’s important they get the chance
to do so. People have been isolated, and that’s
not a good thing.
Doing the right thing
The world in which we operate is increasingly
dominated by issues such as environment,
governance, diversity and social responsibility.
We’ve said that we will be net zero by 2024
with the help of carbon offsets and we are
close to that. We’re making progress on our
objective to achieve B Corp accreditation.
We’ve signed both Amazon’s Climate Pledge
and the World Economic Forum pledge,
among other commitments in the climate and
environmental area. In terms of governance,
we’re having to build out our structures in
terms of legal compliance, risk and other
disciplines because we’ve gone from zero to
a £1.7 billion/$2.1 billion market cap in a short
time. On the diversity and inclusion side, we’ve
implemented our Fellowship programme.
We had our first flight of fellows from the
historically black universities like Howard and
Morehouse and we are expanding it to black
high schools.
It’s a revolution that
has no end in sight
We’ve also put our first flight of some
50 candidates through our S
4
Women’s
Leadership program at UC Berkeley. If you look
at our diversity it is broadly balanced, but at the
top levels it’s only one-third female. And from
an ethnic point of view, we are 40% people of
colour – we do very well on Hispanic and Asian
American ethnicities, but we are around 6% or
7% black, whereas to represent the community
in the US it should be 13%. In California we
are representative, in New York we are not yet.
But we are making progress.
The metaverse and beyond
Technology is fashioning an exciting new world
in the form of the metaverse. We were heavily
involved in the Meta Connect conference
where Mark Zuckerberg launched the group’s
strategy and its change of name, and with
the likes of Apple and Microsoft joining in we
think the metaverse throws up tremendous
opportunities. One key area is ecommerce:
acompany such as Nike or Adidas will create
a virtual store, and through your avatar you will
be able try on the shoes, see what you look
like, and order them. The workplace is another
area where the metaverse will lend itself to
application because of the fact that you can
be anywhere. Last October S
4
Capital held its
first Executive Committee meeting in our 360
degree boardroom in the metaverse, using VR
technology. We are heavily involved in exploring
the potential of other nascent technologies
such as Epic Games’ Unreal Engine.
S
4
Capital was established with the ambition to
be the leading player in the new era of tech-led,
digital-only advertising; it’s a revolution that has
no end in sight.
S
4
Capital Annual Report and Accounts 202146
Industry outlook
Governance Report and
financial statements
48 Governance Report
48 Board of Directors
56 Executive Chairman’s governance statement
58 The role of the Board
62 Report of the Audit and Risk Committee
65 Report of the Nomination and
Remuneration Committee
71 Remuneration Report
92 Directors’ Report
99 Independent auditors’ report
1 08 Financial statements
1 67 Shareowner information
3
Business
stewardship
S
4
Capital Annual Report and Accounts 2021 47
Board of Directors
Sir Martin
Sorrell
Executive Chairman
Age: 77
Date of appointment to the Board:
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, revenues of over £15 billion, profits
of approximately £2 billion and over 200,000
people in 113 countries. Prior to that, Sir
Martin was Group Financial Director of Saatchi
& Saatchi plc for nine years and worked
for James Gulliver, Mark McCormack and
Glendinning Associates before that.
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.
Wesley
ter Haar
Executive Director
Age: 43
Date of appointment to the Board:
4 December 2018
Nationality: Dutch
Wesley ter Haar is the founder of MediaMonks.
Under his ongoing leadership for nearly
20 years, Wesley has sought to wage war
on mediocre digital production, growing
MediaMonks from a humble production house
into an end-to-end creative and production
partner, through aggressive expansion and
many combinations throughout the years.
Always looking to bring creative triumphs to
justice, Wesley is the inaugural president of
Cannes Lions’ Digital Craft jury and today
serves on the Cannes Titanium Jury, which
celebrates game-changing creativity. In 2018,
ter Haar earned a coveted spot on the AdAge’s
2018 Creativity All-Stars list and was inducted
into the ADCN Hall of Fame in 2018. He is a
board member of SoDA (TheDigital Society).
S
4
Capital Annual Report and Accounts 202148
Governance Report
Victor
Knaap
Executive Director
Age: 44
Date of appointment to the Board:
4 December 2018
Nationality: Dutch
One of the world’s top 100 digital marketers,
according to The Drum, Victor Knaap joined
Media.Monks in 2003. He has helmed the
company’s expansion across continents and
areas of expertise ever since.
In addition to his business acumen, Victor is a
sought-after speaker, opinion leader, investor
and philanthropist. Next to his leadership at
Media.Monks, Victor is part of the charity
100WEEKS, NL2025’s mentoring program, and
occupies a seat on the advisory board member
of IAB NL – the independent trade association
for digital advertising and marketing innovation
– and is a board member of the UN Global
Compact Board in The Netherlands. He is also
involved with Dutch Digital Design, the initiative
promoting the visibility of the best Dutch
digital work.
Pete
Kim
Executive Director
Age: 48
Date of appointment to the Board:
24 December 2018
Nationality: American
Pete is an experienced advertising technology
executive with over a decade of industry
leadership experience and has served as
CEOof MightyHive since its founding in 2012.
Pete was formerly Head of Business
Development for Google’s Media Platforms,
and Director of Product Management at
Yahoo!, where he helped pioneer the use of
dynamic creative in marketing.
S
4
Capital Annual Report and Accounts 2021 49
3
Board of Directors continued
Christopher
S. Martin
Executive Director
Age: 44
Date of appointment to the Board:
24 December 2018
Nationality: American
Now spearheading the Data&Digital Media
practice for S
4
Capital after co-founding
MightyHive in 2012, Christopher has built a
career leading successful operations and
client services organisations in technical fields
having earned his Bachelor of Science degree
in Computer Engineering and MBA from The
Wharton School.
Christopher held multiple leadership positions
within Yahoo! including the Corporate
Controllership, Advanced Ad Targeting
Products and latterly Mergers & Acquisitions
focusing on the integrations of Dapper, 5to1
and interclick.
Mary
Basterfield
Executive Director and
Group Chief Financial Officer
Age: 48
Date of appointment to the Board:
3 January 2022
Nationality: British
Mary joined S
4
Capital as Group Chief Financial
Officer in January 2022. Prior to S
4
Capital,
Mary was Group Finance Director at Just Eat
PLC, where she led the finance team through
the Class 1 combination 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.
Other current appointments:
•
Non-Executive Director, Vice Chair, SID and
Audit Chair for the Royal Free London NHS
Foundation Trust
S
4
Capital Annual Report and Accounts 202150
Governance Report
Scott
Spirit
Executive Director and
Chief Growth Officer
Age: 45
Date of appointment to the Board:
18 July 2019
Nationality: British
Scott is focused on clients, mergers and
acquisitions and investor relations, and is
based out of the Group’s newly opened
Singapore office. Scott joined from Artificial
Intelligence company, Eureka AI, where
he continues to act as a board member
and adviser.
Previously he worked at WPP plc for
15 years, latterly as Chief Strategy and
Digital Officer. Scott was also a director of
Nairobi-listed WPP-Scangroup PLC.
Prior to his time at WPP he worked at Deloitte
and Associated Newspapers.
Elizabeth
Buchanan
Non-Executive Director
Age: 47
Date of appointment to the Board:
12 July 2019
Nationality: Australian
Elizabeth is a proven tech and business leader
with passion for transformation and a bias for
action. Having spent more than 25 years of
experience with major brands including Yahoo!,
Uber and Omnicom, Elizabeth is currently
the Chief Commercial Officer at ecommerce
technology unicorn, Rokt.
Elizabeth was one of the founding team of
Rokt in 2012. During a break from Rokt,
Elizabeth held the role of President of Global
Transformation within Omnicom. Elizabeth is
a proven entrepreneur having founded (now
named) whiteGREY in Australia in her twenties,
which she built from a startup into the most
revered digital full-service agency in the
country. Elizabeth successfully exited the
business when she sold it to STW Group
(now WPP), and it continues to thrive today.
Other current appointments:
•
Board member of NGO Vital Voices
Global Voices
S
4
Capital Annual Report and Accounts 2021 51
3
Board of Directors continued
Margaret
Ma Connolly
Non-Executive Director
Age: 49
Date of appointment to the Board:
10 December 2019
Nationality: American and Chinese
Margaret is President & 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 Common Purpose Dao Xiang
advisory board and received an MBA degree
from Oxford Brookes Business School.
Rupert
Faure Walker
Non-Executive Director
Senior Independent Director
Chairman of the Audit and
RiskCommittee
Member of the Nomination
andRemuneration Committee
Age: 74
Date of appointment to the Board:
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.
S
4
Capital Annual Report and Accounts 202152
Governance Report
Naoko
Okumoto
Non-Executive Director
Age: 55
Date of appointment to the Board:
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. She 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.
Other current appointments:
•
Board member at CoinDesk Japan
and EdCast
•
Board advisor at Transformative Technology
(NPO)
Daniel
Pinto
Non-Executive Director
Age: 55
Date of appointment to the Board:
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.
Other current appointments:
•
Director of Soparexo
(Holding of Chateau Margaux)
•
Director of the Independent Investment
Management Initiative (IIMI)
S
4
Capital Annual Report and Accounts 2021 53
3
Board of Directors continued
Sue
Prevezer QC
Non-Executive Director
Member of the Audit
andRiskCommittee
Member of theNomination
andRemuneration Committee
Age: 63
Date of appointment to the Board:
14 November 2018
Nationality: British
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.
Other current appointments:
•
Chair of the Trustees of The Freud Museum
•
Director at the Hampstead Theatre
Peter
Rademaker
Non-Executive Director
Age: 58
Date of appointment to the Board:
4 December 2018
Nationality: Dutch
Peter joined MediaMonks as CFO in September
2015 with over 20 years’ experience as a financial
officer in the media and entertainment industry.
Before joining MediaMonks, he was CFO, and
later CEO, atCMI Holding BV. Prior to this, he held
various CFO positions at prominent Dutch media
companies including Eyeworks and Talpa.
S
4
Capital Annual Report and Accounts 202154
Governance Report
Miles
You n g
Non-Executive Director
Age: 67
Date of appointment to the Board:
1 July 2020
Nationality: British
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 he led a period of strong client growth
and creative success.
In 2016, he 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.
Paul
Roy
Non-Executive Director
Chairman of the Nomination and
Remuneration Committee
Member of the Audit and
RiskCommittee
Age: 75
Date of appointment to the Board:
28 September 2018
Nationality: British
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.
S
4
Capital Annual Report and Accounts 2021 55
3
As the Company has a Standard Listing, it is
not formally required to comply with the UK
Corporate Governance Code (July 2018) issued
by the Financial Reporting Council (‘the Code’).
The Company has, therefore, not formally
adopted the Code (or any other corporate
governance code), although the Board does
keep in mind the provisions and principles of
the Code when making governance decisions.
As the Group was formed from Dutch and US
headquartered businesses, and has made
many international business combinations,
it was not initially considered appropriate to
adopt the Code. However, the Directors have
kept the matter under review and it is currently
proposed that the Company adopt the Code
in FY2023, and preparations to do so are
under way.
The Board has a Nomination and Remuneration
Committee and an Audit and Risk Committee,
both comprised of independent Directors.
The terms of reference of these committees
are available on the Company’s website,
www.s4capital.com.
We believe that governance, especially in
relation to environmental and social issues,
iscritical to good business and we are
committed to upholding the ethical standards
to which our people and clients aspire.
2021 was another transformational year for
your Company, with 10 further business
combinations taking place, but recent events
have brought that transformation into focus.
Whilst we consider our governance appropriate
for a company of our size and ambition
and commensurate with the growth we are
experiencing, the delayed completion of our
audit for 2021 has highlighted there were
deficiencies in our internal controls and our
ability to produce timely information. We must
do and will do better.
We had already recognised that more
investment was required in our finance team.
One of Mary Basterfield’s objectives when she
was appointed in January 2022 was to consider
the structure of the finance team globally and
to add to it where required. We had several
senior personnel changes in the finance team
of our Content division during 2021 which
undoubtedly didn’t help the evolution of our
internal controls. We have since appointed a
new CFO for our Content practice and a new
Group Financial Controller alongside a number
of other senior hires within the Content practice
and at Group level.
The Board intends to build out the Company’s
internal control team and is in the process of
securing internal audit provision from a large
accounting firm.
By
Sir Martin
Sorrell
On behalf of the Board, I present the
Group’s governance statement for
the year ended 31 December 2021.
Executive Chairman’s governance statement
S
4
Capital Annual Report and Accounts 202156
Governance Report
We have recently recruited a new executive to
lead the further development of our compliance
and governance structure and have set a
target for the end of 2022 for any changes to
be implemented. As the Company continues
to expand into new jurisdictions and welcomes
new people and clients, we will strive to
ensure that our governance structures remain
appropriate and effective so as to keep pace
with such changes.
Our commitment to achieve high standards of
governance influences the composition of the
Board as well as the way it and its committees
operate. I have held the role of Executive
Chairman of the Company since 28 September
2018 and during the year there were six other
executives on the Board, ensuring that there
was a substantial and robust challenge to
my voice. Pete Kim and Peter Rademaker
have both decided not to seek re-election at
the AGM. I would like tothank them for their
historic contributions to the development
of MightyHive Inc. and Media.Monks.
Following the AGM, we are proposing that our
Board will be comprised of our existing eight
independent Non-Executive Directors, a new
independent Non-Executive Director who will
chair our Audit and Risk Committee, myself
and the five other Executive Directors. We hope
to announce the new Non-Executive Director in
short order. Together, that will provide a team
who bring vast and differing experiences of the
corporate world, knowhow and reputations as
sage advisers. Our Board, which is designed,
and willing, to challenge me, will help ensure
that, even though S
4
Capital is my creation,
it will continue to be crafted for the benefit of
shareowners. The Board has discussed the
scope of my role and remains satisfied that it
is appropriate for me to continue to act in a
combined capacity as the Executive Chairman.
We were delighted to welcome Mary Basterfield
to the Board in January 2022. Mary has had
over 20 years of extensive financial experience
at Sony Music, Warner Music, Dentsu Aegis,
Expedia, UKTV and, most recently, Just Eat.
We will continue to review the effectiveness
of the Board and that of its committees on
an annual basis to ensure that it continues to
have the appropriate level of global experience
and diversity.
Assuming that all of the Directors are re-
elected at the AGM, our Board will comprise
nine men (64%) and five women (36%) and our
Non-Executive Directors will have an even split
of four female and four male directors.
Half of the Board (excluding the Chairman)
should comprise Non-Executive Directors
determined by the Board to be independent
in character and judgment and free from
relationships or circumstances which may
impair, or could appear to impair, the Director’s
judgment. The Board considers Elizabeth
Buchanan, Rupert Faure Walker, Margaret
Ma Connolly, Naoko Okumoto, Sue Prevezer,
Paul Roy, Daniel Pinto and Miles Young to be
independent for these purposes.
We are grateful, once again, for the support we
have received from shareowners during 2021.
A key part of the Board’s commitment to high
standards of governance is active dialogue
with shareowners. We will be holding our
AGM on 16 June 2022 both in London and
electronically. We continue to welcome
dialogue and engagement with shareowners
outside of our general meetings but look
forward to seeing many of you again on
16 June.
Sir Martin Sorrell
Executive Chairman
14 May 2022
S
4
Capital Annual Report and Accounts 2021 57
3
The strategy of the Group is set and the
management of the Company is controlled
by an experienced and effective Board.
While the management teams of the Group’s
operating businesses have an important role
in running the Group’s day-to-day activities,
a number of matters are formally reserved for
the determination of the Board. These include
setting strategy, evaluating corporate actions,
incurring further debt and approving budgets
and financial statements. Media.Monks and
Data.Monks are represented by multiple
executives at the Board level, contributing
to the Group’s strategy of operating on a
unitary basis.
There were four scheduled meetings of the
Board in the year to 31 December 2021
and 13 ad hoc meetings called to approve
combinations and other corporate activity
we have undertaken. Attendance at these
meetings is summarised on page 60.
Our scheduled Board meetings consider
business and financial performance, updates
on key initiatives, strategy, reports from
committees of the Board and shareowner
communications and feedback.
The Board also receives regular updates on
the performance of the Group’s businesses,
operational matters and legal updates from
the Executive Chairman and the Executive
Directors. All Board members have full access
to the Group’s advisers for seeking professional
advice at the Group’s expense. The Group’s
wider organisational structure has clear lines
of responsibility. Operating and financial
responsibility for all subsidiary companies rests
with the Board.
Board composition
As at the date of this report, the Board
comprises seven Executive Directors and nine
Non-Executive Directors. Biographical details
of each of the Directors, their dates of
appointment and committee memberships are
set out on pages 48 to 55.
As referred to in the Executive Chairman’s
governance statement, the roles of Chairman
and Chief Executive of the Company are
carried out on a combined basis by Sir Martin
Sorrell. The Board has considered Sir Martin’s
role as Executive Chairman in the context of
the Board’s commitment to achieving high
standards of corporate governance.
Sir Martin has been a leading figure in the
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 is in the best
interests of your Company, shareowners and
other stakeholders.
The Board believes that it can only continue
to be effective with robust challenge and
thoughtful advice being provided both at
formal Board meetings and through informal
interactions between Directors. Given the vast
and differing experience and expertise of the
Directors, the Board remains of the view that
the combination of the roles of Chairman and
Chief Executive has not affected the promotion
of a culture of openness and debate and
constructive relations between and among
the Executive and Non-Executive members
ofthe Board.
To date there has not been an evaluation of
each of the Directors, the committees and
the Board as a whole, but it is intended that
an evaluation will take place during 2022,
with the outcomes being included in the next
Annual Report.
The role of the Board
S
4
Capital Annual Report and Accounts 202158
Governance Report
Committees of the Board
The Board has two committees: an Audit
and Risk Committee and a Nomination
and Remuneration Committee. If the need
should arise, the Board may set up additional
committees as appropriate.
Audit and Risk Committee
The Audit and Risk Committee’s role is to assist
the Board of the Company with the discharge
of its responsibilities in relation to external
audits and controls, including reviewing
the Group’s annual financial statements,
considering the scope of the annual audit and
the extent of the non-audit work undertaken by
external auditors, advising on the appointment
of external auditors and reviewing the
effectiveness of the internal control systems
in place within the Group. This led to the
appointment of an internal control manager in
April 2021.
The Audit and Risk Committee seeks to meet
no fewer than three times a year. The Audit
and Risk Committee is chaired by Rupert
Faure Walker and its other members are Sue
Prevezer and Paul Roy. Sir Martin Sorrell and
Mary Basterfield may be invited to attend
meetings of the Audit and Risk Committee, but
are not entitled to count in the quorum of such
meetings or vote on business.
The Audit and Risk Committee met frequently
in the period prior to publication of this
Annual Report to fully understand the issues
identified by management and PwC during the
audit process.
The report of the Audit and Risk Committee is
set out on pages 62 to 64.
Nomination and Remuneration
Committee
The Nomination and Remuneration Committee
assists the Board of the Company in
determining the composition and makeup of
the Board of the Company and recommends
what policy the Company should adopt on
executive remuneration, determines the levels
of remuneration for each of the Executive
Directors of the Company and recommends
and monitors the remuneration of members
of senior management. It is also responsible
for periodically reviewing the structure of the
Company’s Board and identifying potential
candidates to be appointed as Directors,
as the need may arise and for producing an
annual Remuneration Report to be approved
by the members of the Company at the Annual
General Meeting.
The Nomination and Remuneration Committee
also determines succession plans for the
Executive Chairman. The Nomination and
Remuneration Committee meets when
appropriate and not fewer than twice a year.
The Nomination and Remuneration Committee
is chaired by Paul Roy and its other members
are Rupert Faure Walker and Sue Prevezer.
Sir Martin Sorrell has observer rights and
may be invited to attend meetings of the
Nomination and Remuneration Committee, but
is not entitled to count in the quorum of such
meetings or vote on business.
The report of the Nomination and
Remuneration Committee is set out on pages
65 to 91.
S
4
Capital Annual Report and Accounts 2021 59
3
The role of the Board continued
Scheduled Board and committee membership and attendance in the year
to 31 December 2021
Full Board
Audit and Risk
Committee
Nomination
and
Remuneration
Committee
Total number of scheduled meetings 4 5 6
Sir Martin Sorrell 4 – –
Rupert Faure Walker 4 5 6
Sue Prevezer 4 5 6
Victor Knaap 4 – –
Wesley ter Haar 4 – –
Peter Rademaker 4 – –
Pete Kim 4 – –
Christopher S. Martin 4 – –
Daniel Pinto 4 – –
Paul Roy 4 5 6
Scott Spirit 4 – –
Elizabeth Buchanan 4 – –
Naoko Okumoto 4 – –
Margaret Ma Connolly 4 – –
Miles Young 3 – –
S
4
Capital Annual Report and Accounts 202160
Governance Report
Controlling shareowner
As the founder of the Group, Sir Martin Sorrell
has been issued with a B Share which provides
him with enhanced control 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,
SirMartin 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
thatthe rights attaching to the B Share are
notinfringed.
S
4
Capital Annual Report and Accounts 2021 61
3
The audit has been a challenge this year
and highlighted weaknesses in our internal
processes and teams. The early part of the
audit process was delayed due to covid-19
restrictions and resourcing in the Netherlands
but it subsequently became clear that there
were issues within the Content practice
which were the root cause of the later
delays. The issues which were identified
include control weaknesses, inadequate
documentation and a lack of understanding in
the application of the accounting standards,
particularly IFRS15, relating to revenue and
cost of sales recognition – issues which were
isolated to the legacy MediaMonks business.
Our new CFO, Mary Basterfield, was already
working to strengthen the finance team to
support the scale and continued growth of the
business, but these issues have accelerated
the requirement for that and identified further
resources which are being put in place. We are
satisfied that the new structure for the Group
team which Mary is implementing will improve
the control function. She has increased the
number of her direct reports to cover FP&A,
Financial Control and Reporting, Treasury,
Finance Transformation and Tax.
The Company has made a number of senior
blue chip hires who began joining in February,
across the Company and Content teams.
They include a new Group Financial Controller,
a new CFO for the Content practice, a new
Global Finance Transformation lead, a new
Group Treasurer and a new Global Compliance
lead. That new senior management team will
be making further hires to strengthen their
respective teams in due course. Mary is also
improving our control environment – and in
light of what has happened this work will
focus particularly on processes and controls
around revenue recognition, IFRS15, and cost
of sales recognition. We will be monitoring that
work closely and taking note of all of PwC’s
recommendations to us as a committee.
We will also be strengthening this committee
with a new non-executive chair.
I have been the Chairman of the Audit and Risk
Committee since re-admission of the Company
to the official list upon the reverse takeover of
the S
4
Capital Group. The other members of
the Committee are Sue Prevezer and Paul Roy.
To promote interaction and information flow
between the Audit and Risk Committee and
the Board, the Executive Chairman and the
Chief Financial Officer may be invited to attend
meetings of the Committee as observers, but
are not entitled to count in the quorum of such
meetings or vote on business.
By Rupert
Faure Walker
The Audit and Risk Committee has
an important role in ensuring the
integrity of the Group’s financial
report, monitoring the adequacy of
the Group’s risk management and
internal controls and overseeing the
performance of the external auditors.
Report of the Audit and Risk Committee
S
4
Capital Annual Report and Accounts 202162
Governance Report
A company such as ours should have an
Audit and Risk Committee comprising at
least three independent non-executive
directors who are independent in character
and judgment and free from any relationship
or circumstance which may, would be likely
to, or could appear to, impair their judgment,
and all members of the Committee should
be independent. The Board considers all
members of the Committee to be independent
for these purposes. The Board is satisfied that
the Committee as a whole has competence
relevant to the sector in which the Company
operates. As detailed in my biography on
page 52, I have recent and relevant financial
experience, and competence in accounting.
Attendance at Audit and Risk Committee
meetings is set out on page 60.
As reported previously, we appointed
PricewaterhouseCoopers LLP (PwC) as our
auditors as we felt it was more appropriate for
a company with our size and ambition to have
auditors with a truly global reach. The period
under review is the fourth period audited
by PwC. Mark Jordan has been our audit
engagement partner since the appointment
ofPwC in January 2019.
Internal control and risk
management
We continue to monitor and assess the
effectiveness of the Board’s systems and
controls to ensure that we have robust
procedures in place. Our assessment takes
into account the following key areas:the
overall reporting environment, including Board
composition, the Committee’s constitution and
the Group’s finance function;
•
the preparation and assessment of budgets
and the management reporting framework of
the Group;
•
significant transaction complexity, potential
financial exposures and risks;
•
the Group’s financial accounting
and reporting procedures, and audit
arrangements; and
•
information systems.
We continue each year to complete further
combinations. Integration of the Group’s
operating businesses with newly combined
entities is therefore part of the day-to-day
work of the financial and operational teams.
The Group has a dedicated post-combination
integration team focused on the task, but
integration relies on the cooperation of a large
number of our people. Integration remains
a key strategic goal and during the year our
executive team had a specific incentive to
encourage physical integration of our people.
The Board, senior management and this
Committee continue to focus on improving
the Group’s risk identification processes,
financial reporting timetables and processes
and compliance.
The Board is ultimately responsible for
establishing and maintaining the Group’s
internal controls. The Audit and Risk
Committee’s role is to review this system and
its effectiveness through reports received from
management and the external auditor.
Risks are reviewed formally semi-annually at
the level of both the operating businesses and
the Company and presented to the Board and
the Committee as appropriate (see pages 33
to 38). To the extent that significant new risks
arise, or existing risks require new mitigation
strategies or procedures, these are raised and
discussed at Board meetings. The general
counsel, head of tax and internal control
manager are also involved in the assessment
of risks, which strengthens the processes
inplace.
Consolidated management accounts are
prepared monthly and presented at Board
meetings, providing relevant, reliable
and current information to management.
Annual plans and forecasts are used to monitor
the development of the Group’s businesses
and to measure progress towards objectives.
Budget approval is a matter reserved for
theBoard.
S
4
Capital Annual Report and Accounts 2021 63
3
The Group has a formal whistleblowing
procedure in place. Whistleblowers can report
in confidence to the Chair of the Audit and
Risk Committee, who has responsibility for
investigating any concerns. The Board and the
Committee are made aware of any concerns at
Board or Committee meetings as appropriate
and informed as to the resolution or other
status of complaints.
Internal audit
The Group did not have a separate internal
audit function for the whole of the period under
review. During 2021, following the organic
growth and additional combinations, it was
decided that an internal audit function would
be appropriate.
For the majority of 2021, an internal control
manager has been in place working on internal
controls and risk management in the business.
The Committee has concluded that an internal
audit function should continue to be developed
with a focus on expanding the Group’s existing
risk matrix and improved monitoring of
those risks.
We are in the process of securing this internal
audit provision from a large accounting firm,
and, in addition, we have recommended to the
Board, and it has agreed, that the Company’s
internal control team should be built out.
External audit
The Audit and Risk Committee has
responsibility for monitoring the performance,
objectivity and independence of the Group’s
auditor, PwC. The Committee has assessed the
effectiveness of PwC as external auditor in the
forthcoming year against the following criteria:
•
the external audit plan, including the key
audit risk areas, materiality and significant
judgment areas;
•
the terms of the audit engagement letter and
the associated level of audit fees; and
•
the independence of the external auditors
in the context of the non-audit services
provided, of which there were none with the
exception of the half year review.
Taking into account the above factors,
the Committee has concluded that the
appointment of PwC as auditors for the
forthcoming year continues to be in the best
interests of the Company and its shareowners.
The resolution to appoint PwC will propose that
it holds office until the conclusion of the next
Annual General Meeting at which accounts
are laid before the Company, at a level of
remuneration to be determined by the Audit
and Risk Committee.
Rupert Faure Walker
Chair, Audit and Risk Committee
14 May 2022
Report of the Audit and Risk Committee continued
S
4
Capital Annual Report and Accounts 202164
Governance Report
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.
Composition of the Board
In carrying out its nomination function, the
Committee assists the Board in determining the
composition and makeup of the Board, having
regard to the skills, knowledge and experience
required and also to the benefits of all forms
of diversity.
Details of the Company’s diversity, equity
and inclusion policy, and the diversity of our
workforce as a whole, are set out in the ESG
section of the Strategic Report. In addition,
page 25 sets out details of the gender balance
of our leadership team which includes
the Board.
The Committee periodically reviews the
structure of the Board and identifies potential
candidates to be appointed as Directors, as the
need may arise, having regard to the Board’s
policy on diversity and inclusion and the
gender balance of those in senior management.
It is also responsible for determining future
succession plans for the Executive Chairman.
There were no changes to the Board during
2021 although shortly after the financial year
end there was a change of CFO, with Mary
Basterfield joining the Board.
During the financial year, the Nomination and
Remuneration Committee led the process to
appoint the new CFO, including the preparation
of a full role description. The Committee
reviewed the potential candidates for the role
and prepared a shortlist to be interviewed
by members of the Board, following which
Mary Basterfield was chosen as the
successful candidate.
Looking ahead, during 2022 the Committee will
continue to consider the overall composition
and structure of the Board in the context of
evolving expectations around Board diversity
and effectiveness. External assistance has
been sought to identify suitable candidates to
be appointed as the new Chair of the Audit and
Risk Committee. With the exception of the new
Chair, we do not currently propose to replace
Pete Kim and Peter Rademaker, who have both
decided not to seek re-election at the AGM.
Directors’ Remuneration Policy
The Committee is responsible for determining
the Directors’ Remuneration Policy. This
provides the overall framework for payments
to the Directors. No payment can be made
toaDirector which is inconsistent with
thePolicy.
By Paul Roy
On behalf of the Board,
Iam pleased to present the
Nomination and Remuneration
Committee report for the year
ended 31 December 2021.
Report of the Nomination
andRemunerationCommittee
S
4
Capital Annual Report and Accounts 2021 65
3
The Policy was last approved by shareowners
at the AGM in 2019 and, in accordance with
therelevant regulations, shareowner approval
is therefore required for a new Policy at this
year’s AGM. During 2021, the Committee
undertook an extensive review of the Policy
to determine what, if any, changes were
required to ensure its ongoing suitability for
the Company. We considered the growth of
the business since 2019, the opportunities for
the coming years, common market practice
and the views of major investors and relevant
representative bodies.
Our overall conclusion was that the Policy has
to date provided an appropriate framework
for rewarding the Executive Directors, and
there is no pressing need to make material
changes. As a result, the Policy presented for
shareowner approval at the forthcoming AGM
is similar to that approved in 2019, although we
have made a number of minor amendments
to ensure we retain an appropriate level of
flexibility while bringing some elements further
into line with market practice.
Equity ownership is an integral part of the
Policy. Cash remuneration is kept at relatively
modest levels, with salaries for the Executive
Directors deliberately pitched at lower-than-
market positioning and supplemented with
a limited cash bonus opportunity (which is
not being increased). The high level of share
ownership among the Executive Directors
has meant that operating mandatory bonus
deferral into equity or a conventional long-
term incentive plan for all Directors has not
been considered necessary. The Policy does,
however, include the Incentive Share scheme,
in which two of the Executive Directors
participate. This scheme is central to the
success of the Company, and represents a key
way in which reward is linked to the growth of
the business. After the first vesting period for
the scheme, there is a ‘reset’ mechanism which
results in participants having an entitlement to
receive further returns over a second period.
The operation of this scheme is explained
further on pages 85 and 86.
The changes we have made to the Policy are
set out on page 71. In short, we have clarified
some of the ways in which the Policy will
operate and formalised matters such as the
requirement for Executive Directors to build
a minimum shareholding during their tenure.
We have also brought the Policy into line with
good practice by introducing post-employment
shareholding requirements and aligning the
pension provision of Directors with the wider
workforce. The Policy table also includes the
equity plan we have introduced under which
share awards have been made to the new CFO,
as explained further below.
The Committee believes that the new Policy
provides an appropriate framework for
Directors’ remuneration over the next three-
year period.
How we intend to apply the
Remuneration Policy in 2022
The Committee has reviewed the basic salaries
of the Executive Directors and has agreed
to increase the salary of Sir Martin Sorrell,
the Executive Chairman, from £100,000 to
£250,000 with effect from 1 January 2022.
Although this is a significant increase, the new
salary remains well below the market rate for
CEOs of companies of a comparable size to
S
4
Capital. The new salary is considered to be
a fairer reflection of the contribution that Sir
Martin makes to S
4
Capital’s success, reflects
the growth of the business since its inception,
and is more consistent with the salaries paid
to the other Executive Directors. For the other
Executive Directors there are no increases
for 2022.
The new Policy provides for the pension
provision for Directors to align with
wider workforce contribution rates.
After 31 December 2022, the contribution
rate for Sir Martin Sorrell and for Scott Spirit
will be reduced from 30% and 10% of basic
salary respectively to 4% of basic salary,
which is aligned with the contribution rate for
the majority of UK employees. This means
that for all Executive Directors, the rate will
be aligned with the wider workforce or to the
legal requirements in place in their country
of appointment.
Report of the Nomination andRemunerationCommittee
continued
S
4
Capital Annual Report and Accounts 202166
Governance Report
The annual bonus scheme will operate in a
similar fashion as for previous years. 70% of
the total bonus will depend on the achievement
of financial targets linked to gross profit
growth and EBITDA margin. The remaining
30% will be linked to non-financial objectives
based on ESG performance, diversity, equity
and inclusion and the further development of
an integrated company. The Committee has
discretion to adjust the formulaic outcome of
the annual bonus. In determining whether to
exercise discretion, consideration will be given
to the underlying performance of the business
and, following the delay in publication of our
results for 2021, satisfactory implementation
of appropriate financial and risk management
controls and processes. Full disclosure of the
specific bonus targets will be provided in next
year’s Directors’ Remuneration Report.
Other than the awards that have been
agreed for the new CFO, Mary Basterfield, as
explained below, we do not have any current
intention to grant new equity awards to the
Executive Directors during 2022.
The Board (excluding the Non-Executive
Directors) is responsible for determining Non-
Executive Director fees. No changes to NED
fee levels are proposed for 2022.
Operation of the Remuneration
Policy in 2021
As explained elsewhere in this Annual Report,
2021 was a successful year for S
4
Capital,
as the business took great strides on its
growth journey.
The formulaic bonus outcome for the
Executive Directors is 57.5% of the maximum
available. In terms of financial performance,
which accounted for 70% of the overall bonus,
the gross profit target was achieved in full due
to the very strong level of gross profit growth
reported for the year. The separate EBITDA
margin target was not met. Non-financial
performance – which accounted for the
remaining 30% of the bonus – was impressive,
with the Company continuing the integration
of the various businesses which make
up S
4
Capital while also reporting strong
ESG credentials.
The Committee believes that the bonus
achieved was a fair reflection of overall Group
performance over 2021. However, both the
Committee and the Executive Directors were
disappointed that the EBITDA margin target
was not achieved and, also acknowledging
the delay in publication of the results, have
agreed for 2021 that no bonus should be paid.
Full details of the bonus targets for the year and
the key achievements are set out on page 82.
With the exception of the initial award agreed
for Mary Basterfield, explained below, no
new equity incentives were awarded to the
Executive Directors in respect of 2021.
The Committee believes that the Remuneration
Policy operated as intended during 2021.
Remuneration for the new CFO
Mary Basterfield joined S
4
Capital in December
2021 and was appointed as an Executive
Director and as CFO with effect from 3 January
2022. Her remuneration package is in line with
the Directors’ Remuneration Policy.
Her basic salary is £370,000, which is higher
than the salaries of the other Executive
Directors but below-market for CFOs of
companies of a similar size and complexity
toS
4
Capital. It also reflects the fact that,
unlikethe other Executive Directors, in
joining the Company Mary did not receive
alarge number of S
4
Capital shares as part-
consideration for the sale of a business.
Mary receives a pension contribution at
a level of 4% of salary, which is aligned
to the contribution rate for the majority of
UK employees. She has an annual bonus
opportunity of 100% of basic salary,
dependenton the achievement of the same
performance conditions as apply to the other
Executive Directors.
S
4
Capital Annual Report and Accounts 2021 67
3
Long-term equity incentives were agreed for
Mary as she was the first senior executive
to have been appointed rather than join the
Company through a combination and with
a significant pre-existing share ownership.
The first part of the award was issued when
Mary joined the Company in December 2021.
Mary was granted a nil-cost option over shares
with a market value at grant equivalent to
£500,000. These shares vest after two years,
subject to continued employment and the
satisfaction of specific performance conditions
linked to her role and personal performance.
This equity award acknowledges the below-
market nature of her overall package and lack
of pre-existing shareholdings, and gives her a
material upfront interest in S
4
Capital equity,
aligned to shareowner interests and longer-
term performance.
Mary will also receive four separate grants
made over the first four years of her
employment with S
4
Capital from 2022 to 2025.
Each award has an annual grant face value of
£500,000 (approximately 135% of her 2022
basic salary). Each annual grant will be divided
into two parts, one as a nil-cost option and the
other as a market-priced option. The use of
market-priced options for half of each year’s
grant ensures a focus on share price growth.
Each grant will be subject to performance
conditions linked to gross profit growth and
EBITDA margin which must be met over the
year of grant. Each grant will be capable of
vesting to the extent that the performance
conditions are achieved, although no part of
the award will actually vest before 2026, i.e.
four years after the first grant date. There is no
formal post-vesting holding period but Mary
will be required to build a shareholding up to a
minimum of 200% of basic salary, as specified
in the Remuneration Policy.
The incentive has been structured in this
fashion to ensure that Mary has a significant
share interest in the business, aligning her
to the other Executive Directors and to
shareowners more generally, while all the
time being subject to the achievement of
challenging performance conditions. 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 is also
designed to be competitive in the context of
the international markets in which S
4
Capital
operates, where performance and vesting
periods can be shorter than the UK norm.
The specific performance targets for all of
the above awards are currently considered
commercially confidential and will be disclosed
at the time of vesting. All of the incentives are
subject to malus and clawback provisions.
The equity awards to Mary were granted under
the Employee Share Ownership Plan, using the
flexibility available to the Committee under the
Directors’ Remuneration Policy to introduce
new long-term incentives for Executive
Directors. The Committee has the ability under
this element of the Policy to set performance
targets as it deems appropriate.
Peter Rademaker stepped down as CFO
following Mary’s appointment to the Board 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 benefits.
Peter will step down from his role as a
Non-Executive Director with effect from the
end of this year’s AGM.
Pete Kim has also asked to step down from the
Board with effect from the end of this year’s
AGM but he will remain as Chief Executive
Officer of Data.Monks.
Report of the Nomination andRemunerationCommittee
continued
S
4
Capital Annual Report and Accounts 202168
Governance Report
UK Corporate Governance Code
S
4
Capital has a Standard Listing and as such
is not formally required to comply with the
UK Corporate Governance Code or explain
its reasons for non-compliance. However, the
Committee believes that the approach taken
to executive remuneration is consistent with
the Code’s principles, in that remuneration
supports the strategic goals of the business
and promotes long-term sustainable success.
This is particularly relevant in the case of the
Incentive Share scheme, which has a five-year
vesting period and where the ultimate rewards
will reflect the success of S
4
Capital’s strategy
over the long-term.
The 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.
•
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
isthe annual bonus scheme. In most other
cases, their significant shareholdings
provide for alignment with the interests of
shareowners. The Incentive Share scheme
– which applies to two Directors only
(including the Executive Chairman) – has
avery 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
ofthe 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 bonus performance
conditions). The incentives awarded to the
new 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.
•
Proportionality: The annual bonus scheme,
the Incentive Share scheme and the equity
awards to the new 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 era, new media
solution through strategic business
combinations which are being closely
integrated into one Group. Our incentive
schemes for Directors and for employees
across the Group more widely are designed
to ensure that performance is rewarded
which supports overall business goals and
is consistent with the purpose and culture of
the Group.
Our approach to remuneration complies with
the vast majority of the provisions of the Code.
The new Directors’ Remuneration Policy
further increases the extent of alignment with
the Code. We have formalised our in service
shareholding requirement, introduced a
post-employment shareholding requirement
and with effect from 1 January 2023 aligned
all Directors’ pension provision to the rate
applicable to the wider workforce or to the
legal requirements in place in their country
ofappointment.
S
4
Capital Annual Report and Accounts 2021 69
3
There are now only a small number of areas
where our approach differs from that set out in
the Code:
•
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 annual bonus
scheme includes malus and clawback
provisions, and as a fully discretionary
scheme the Committee has the ability to
apply an override to the formulaic outcome if
deemed appropriate. Similar arrangements
are in place in respect of the equity awards
agreed for the new CFO. In addition, we
have clarified in the new Policy that if other
forms of long-term incentive are offered
to the Executive Directors, we will ensure
that malus and clawback provisions, and a
discretionary override, would apply.
•
The equity awards that have been agreed
for the new CFO do not have a total vesting
and holding period of five years or more.
The rationale for the structure of these
awards is set out above. The Committee
believes they are appropriate for S
4
Capital
in the context of the need to offer a
competitive recruitment package which
isaligned to the interests of the business.
•
The Committee has not to date engaged
with the wider workforce to explain how
executive remuneration aligns with wider
Company pay policy. This will be kept
underreview.
Concluding remarks
We are committed to ensuring that decisions
on Directors’ remuneration are taken with the
interests of shareowners very much at heart.
Earlier this year, I wrote to major shareowners
and the proxy advisory agencies setting
out the proposed changes to the Directors’
Remuneration Policy and our plans for 2022.
I am pleased to report that the majority of
those who responded were supportive of
our approach.
I hope that you find this report useful. At the
AGM to be held on 16 June 2022, shareowners
will be asked to approve (1) the Directors’
Remuneration Report (excluding the Directors’
Remuneration Policy) by way of an advisory
resolution, and (2) the new Directors’
Remuneration Policy by way of a binding
resolution. We hope to receive your support
for both resolutions.
Paul Roy
Chair, Nomination and
Remuneration Committee
14 May 2022
Report of the Nomination andRemunerationCommittee
continued
S
4
Capital Annual Report and Accounts 202170
Governance Report
Directors’ Remuneration Policy
The Directors’ Remuneration Policy set out on the following pages will be subject to a binding vote of shareowners at
the AGM to be held on 16 June 2022 and will formally apply from that date. Once approved, it will replace the Policy
approved by shareowners at the AGM held on 29 May 2019 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 Policy has
been prepared in line with the relevant UK reporting regulations.
The Policy was approved by the Nomination and Remuneration Committee following a review of the existing Policy
and taking into account developments since 2019. Working with its external advisers, the Committee considered the
ongoing appropriateness of the existing Policy in the context of the increased scale and complexity of the Company,
the high levels of share ownership among the Executive Directors, developments in corporate governance and the
expectations of institutional investors. The Committee reflected on the views of key internal stakeholders and also
sought feedback from major shareowners and the leading proxy advisory bodies before finalising the details of the
Policy. As a fully independent Committee, conflicts of interest were minimised and no individual was responsible for
determining his or her own remuneration.
Key changes to the Remuneration Policy
In general, the new Policy is not fundamentally different to that approved by shareowners in 2019. The Committee has
been keen to retain the focus on relatively low levels of fixed remuneration, a below-market annual bonus opportunity
and an emphasis on long-term share ownership. The Incentive Share scheme for certain Directors remains an integral
part of the Policy. The main changes to the Policy approved in 2019 are as follows:
•
We have clarified that pension provision for all Executive Directors will be aligned with the rate for the wider
workforce or to the legal requirements in place in their country of appointment. This applies to all new Executive
Directors with immediate effect and for incumbent Directors no later than 31 December 2022.
•
We have formalised the minimum shareholding requirement within the Policy. This requires Executive Directors to
build and hold shares equivalent in value to 200% of basic salary.
•
A post-employment shareholding requirement has also been introduced. This will require the Executive Directors,
for a period of two years following cessation of employment, to retain a minimum shareholding at the lower of (a)
the in-employment shareholding requirement of 200% of basic salary and (b) the individual’s actual shareholding at
the point of cessation.
•
The circumstances in which malus and clawback provisions will be triggered are now set out in the Policy.
These provisions apply to awards under the annual bonus scheme, the scheme under which our new CFO is
granted her share awards and any new long-term incentive scheme put in place during the lifetime of the Policy.
•
We have formalised the Committee’s ability to override the formulaic outcome of incentive schemes
where appropriate.
•
We have included within the Remuneration Policy table the Employee Share Ownership Plan, which is the legal
structure under which the equity awards agreed for the new CFO have been granted. Further details in relation to
these awards are included in the Annual Statement from the Chair of the Nomination and Remuneration Committee.
•
We have retained the flexibility to introduce new long-term incentive schemes for the Executive Directors if
required during the lifetime of the Policy, but have made some minor amendments to the wording of the relevant
section of the Policy. In addition, we clarify that where such a scheme involves the use of performance shares, the
maximum annual grant size will be 200% of basic salary, with flexibility to increase to 250% of salary in exceptional
circumstances. If other types of award are made (e.g. market-priced share options), these awards would have a
similar fair value.
•
In the event of the recruitment of a new Executive Director, we state that any award of performance shares would
be up to a maximum of 250% of basic salary, thus aligning with the exceptional circumstances limit noted above.
We also clarify that any award to buy out the incentives forfeited by a new Director on joining S4Capital will as far
as possible be based on the value of the awards forfeited and will reflect the same delivery vehicle, performance
and vesting horizon.
The Policy provides the Committee with the ability to exercise discretion in certain circumstances. This is explained in
the relevant sections of the Policy table and in the sections below the table.
Remuneration Report
S
4
Capital Annual Report and Accounts 2021 71
3
Remuneration Report continued
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
ofannual increase
insalary.
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
acompany 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
1January 2023 for
incumbent Directors,
the maximum level of
pension contribution will
be aligned with the rate
payable to the majority
of the workforce or the
legal requirements in
their country of
appointment.
n/a
S
4
Capital Annual Report and Accounts 202172
Governance Report
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
financialyear.
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
basicsalary.
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 82.
Incentive
Share
scheme
The Incentive Shares
and Options are
intended to motivate
theExecutive
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
ofthe Group against the
terms of the scheme.
In aggregate, for all
holders of Incentive
Shares and Options,
15%of the growth in
value of S4 Limited, as
described on page 86.
A compound annual
growth rate of 6%
since the
foundational
investment into S4
Limited, as
described on page
86.
Employee
Share
Ownership
Plan
This is the
plan structure
under which
the equity
awards to the
new 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 as
identified at the time
of grant.
Malus and clawback
provisions apply to
these awards.
S
4
Capital Annual Report and Accounts 2021 73
3
Element
Purpose and
link to strategy Operation
Maximum
opportunity
Performance
assessment
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.
For more details see
page 82 to 83.
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
Performance conditions
The performance measures chosen for the annual bonus scheme and the long-term equity incentives awarded to
the CFO are intended to align with the key strategic priorities of the Company. The financial metrics which apply to
these schemes are currently gross profit growth and EBITDA margin, two important measures used by management
and theBoard to assess performance. The non-financial measures used for the annual bonus scheme and the first
part ofthe long-term incentives agreed for the CFO reflect key strategic and individual priorities. For more details see
pages82 to 83.
For the annual bonus scheme and in the event of any further awards being granted to Directors under the Employee
Share Ownership Plan, the performance conditions may change for future financial years in light of any change to the
Company’s circumstances and any other relevant matter.
The growth condition applying to the Incentive Shares was chosen to reflect a suitable baseline of performance above
which the participants can share in the growth of the Company over the period since it was established in 2018.
Remuneration Report continued
S
4
Capital Annual Report and Accounts 202174
Governance Report
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 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.
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).
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.
S
4
Capital Annual Report and Accounts 2021 75
3
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.
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, Pete Kim 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
Pete Kim 24 December 2018 24 December 2018 At will
2
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
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.
Remuneration Report continued
S
4
Capital Annual Report and Accounts 202176
Governance Report
The equity incentives awarded to the CFO 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.
Legacy arrangements and other payments
The Committee reserves the right to make amendments to the Remuneration Policy for minor administrative matters
in exceptional circumstances. The Committee would only use this right where it believes this would be in the best
interests of the Company and when it would be disproportionate to seek the specific approval of shareowners at a
general meeting.
Outside appointments
The Company recognises that Executive Directors may be invited to become non-executive directors of other
companies and that this can help broaden their skills and experience. Subject to Board approval, Executive Directors
are permitted to take on other non-executive positions with other for-profit companies and to retain their fees in
respect of such a position.
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. As the
Group continues to embed its unitary structure, work is ongoing to ensure consistency and standardisation of reward
and compensation approaches throughout the organisation.
In setting salaries and benefits each business considers the need to retain and incentivise key people to ensure
the continued success of the Group. Annual cash incentives are in place for certain roles within the Company, with
payments linked to the satisfaction of performance conditions. Equity is also used as an incentive tool and to align the
interests of key employees with those of shareowners.
The Group’s people were not consulted in setting the Directors’ Remuneration Policy.
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 addition, 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 to the Policy approved at
the2019 AGM. The comments received were considered by the Committee and taken into account when finalising
thePolicy.
S
4
Capital Annual Report and Accounts 2021 77
3
Remuneration Report continued
Sir Martin Sorrell
£000
Scott Spirit
SGD 000
Mary Basterfield
£000
Wesley ter Haar
€000
Illustrations of the application of the Remuneration Policy
The charts below show an indication of the level of remuneration that each Executive Director
could receive in the current financial year under the terms of the Remuneration Policy. The charts
show the level of remuneration based on three levels of remuneration:
•
Minimum: remuneration which is not subject to the satisfaction of performance conditions, i.e.
basic salary, taxable benefits and pension contributions.
•
Target: fixed remuneration plus a 50% payout under the annual bonus scheme and, in the
case of the CFO, her equity incentives.
•
Maximum: fixed remuneration plus a 100% payout under the annual bonus scheme and, in the
case of the CFO, her equity incentives. The maximum scenario includes an additional element
to represent 50% share price growth on the CFO’s equity incentives.
The charts do not include an amount in respect of the Incentive Share scheme as there will be no
payouts under this scheme in respect of the current financial year and the absence of a monetary
cap on the value of the ultimate rewards means that it is not possible to accurately forecast
potential payouts.
€236
€341
€446
100% 69%
53%
31%
47%
€500
€350
€400
€200
€150
€100
€50
€300
€250
€450
€-
On target
Maximum
Fixed
Fixed pay Annual bonus
£398
£523
£648
100% 76%
61%
24%
39%
£700
£600
£400
£300
£200
£100
£500
£-
On target
Maximum
Fixed
Fixed pay Annual bonus
£400
£835
£1,270
100% 48% 32%
22%
30%
29%
39%
£1,600
£1,400
£1,000
£800
£600
£400
£200
£1,200
£-
On target
Maximum
Fixed
Fixed pay LTIPAnnual bonus
SGD 630
SGD 900
SGD 1,170
100%
70%
54%
30%
46%
SGD 1,400
SGD 1,200
SGD 800
SGD 600
SGD 400
SGD 200
SGD 1,000
SGD-
On target
Maximum
Fixed
Fixed pay Annual bonus
S
4
Capital Annual Report and Accounts 202178
Governance Report
Victor Knaap
€000
Pete Kim
$000
Christopher S. Martin
$000
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 £350,000.
n/a
$235
$339
$442
100% 69%
53%
31%
47%
$500
$350
$400
$200
$150
$100
$50
$300
$250
$450
$-
On target
Maximum
Fixed
Fixed pay Annual bonus
€236
€341
€446
100% 69%
53%
31%
47%
€500
€350
€400
€200
€150
€100
€50
€300
€250
€450
€-
On target
Maximum
Fixed
Fixed pay Annual bonus
$221
$325
$429
100% 68%
52%
32%
48%
$500
$350
$400
$200
$150
$100
$50
$300
$250
$450
$-
On target
Maximum
Fixed
Fixed pay Annual bonus
S
4
Capital Annual Report and Accounts 2021 79
3
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
Limited on 28 September 2018.
Director Date of appointment Date of contract
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
Peter Rademaker 3 January 2022 14 November 2021 3
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.
Remuneration Report continued
S
4
Capital Annual Report and Accounts 202180
Governance Report
Annual Remuneration Report
The information provided in this Annual Remuneration Report is subject to audit except where indicated otherwise.
Details of the Directors’ interests in the share capital of the Company are set out on page 84.
The remuneration of the Executive Directors for the year to 31 December 2021 is presented below with a comparison
for the year to 31 December 2020.
Executive Directors’ remuneration as a single figure (Audited)
£000 Salary
All taxable
benefits
5
Annual bonus
Incentive
shares Pension
6
Total
Total Fixed
Remuneration
Total Variable
Remuneration
2021 2020
1
2021 2020 2021 2020 2021 2020 2021 2020 2021 2020 2021 2020 2021 2020
Sir Martin
Sorrell 100 75 73 45 – 75 – – 30 23 203 218 203 143 – 75
Victor
Knaap
2
181 93 15 8 – 70 – – 7 – 203 171 203 101 – 70
Wesley
terHaar
2
181 93 15 8 – 70 – – 7 – 203 171 203 101 – 70
Peter
Rademaker
2
253 196 – – – 147 – – 12 – 265 343 265 196 – 147
Pete Kim
3
151 40 6 – – – – – 5 1 162 41 162 41 – –
Christopher
S. Martin
3
151 100 16 1 – – – – 5 3 172 104 172 104 – –
Scott Spirit
4
292 228 19 20 – 228 – – 29 23 340 499 340 271 – 228
Total 1,309 825 144 82 – 590 – – 95 50 1,548 1,547 1,548 957 – 590
Notes:
1. As disclosed in previous Directors’ Remuneration Reports, Executive Directors’ salaries for 2020 were reduced in response to the outbreak of the
covid-19 pandemic.
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. 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.
4. 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.
5. The change in the value of Sir Martin Sorrell’s benefits is due to an increase in health insurance payments. Benefits for Victor Knaap and Wesley ter Haar
for 2020 include an amount which was not disclosed last year due to an administrative oversight.
6. Pension provision for Pete Kim and Christopher S. Martin for 2020 include an amount which was not disclosed last year due to an
administrative oversight.
Salary (Audited)
The annual salaries for the Executive Directors for 2021 were as follows:
Sir Martin Sorrell £100,000
Victor Knaap €210,000
Wesley ter Haar €210,000
Peter Rademaker €294,000
Pete Kim $207,3 6 0
Christopher S. Martin $207,3 6 0
Scott Spirit SGD540,000
Pension (Audited)
For 2021, 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. Victor Knaap, Wesley ter Haar
and Peter Rademaker received Dutch age-related pension contributions. Pension contributions were made to
Pete Kim and Christopher S. Martin via a US 401(k) plan.
S
4
Capital Annual Report and Accounts 2021 81
3
Annual bonus scheme
The 2021 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 FY20 44.0%
EBITDA margin
35% 20% as percentage of gross profit 18.4%
For the 30% of the bonus subject to non-financial objectives, targets were set based on the ongoing integration of
businesses within S
4
Capital and key ESG measures, as summarised below.
Objective
Weighting
(% of total bonus) Achievements Score
Integration
Rebranding 5%
•
Superb planning and execution of Media.Monks
branding (launched August 2021).
•
Successful internal rollout of new branding
and full support from clients (no negative
client impact).
5%
Development of
software systems
5%
•
Ongoing integration of key systems and
processes across the business and
enhanced development of sales and
communications platforms.
•
However, some work outstanding on full
implementation of HR systems.
2.5%
Optimal use of property 5%
•
Ongoing consolidation of key office locations.
•
Further work required in other jurisdictions.
2.5%
20
2
strategy 5%
•
Excellent progress made, with additional
‘whoppers’ won (Meta and HP).
•
Generation of strong pipeline of additional
opportunities to further expand number of
whopper accounts in 2022.
5%
ESG
Climate 5%
•
Reached carbon neutral status mid-2021 for
2020 through unofficial reforestation programmes
(offsetting), two years ahead of expectations.
•
Passed the preliminary scope for B
Corp accreditation.
•
Increased For Good projects from 0.5% of net
revenue (2020) to 1.8% of net revenue (2021) in
ambition to sign the pledge 1%.
5%
Diversity and inclusion 5%
•
Continued expansion of hiring, education and
development programmes.
•
Diversity embedded across wider workforce (e.g.
overall split of 49% women/51% men globally;
41% people of colour across US businesses).
•
However, further work required to increase levels
of female and black representation at senior
levels (currently only 3% black in senior US roles,
and 39% women in senior roles globally).
2.5%
Remuneration Report continued
S
4
Capital Annual Report and Accounts 202182
Governance Report
The Committee considered in detail the achievements against both the financial and integration metrics as set out
above and determined a formulaic bonus outcome of 57.5% of the maximum. This reflects the full achievement
of the gross profit target (resulting in the full 35% for this element becoming payable), the shortfall on the EBITDA
margin target (resulting in no payment for this element) and the outcomes against the various non-financial objectives
(resulting in a 22.5% payout for this element). The Committee believes that this bonus outcome is consistent with the
performance of the Company over the course of the year. However, as noted in the Committee Chairman’s Annual
Statement on Remuneration, both the Committee and the Executive Directors were disappointed that the EBITDA
margin target was not achieved and, also acknowledging the delay in publication of the results, have agreed for 2021
that no bonus should be paid.
Maximum
bonus
entitlement
(%of salary)
Maximum
bonus
payable (000)
Formulaic
Bonus
calculation
(000)
Sir Martin Sorrell 100% £100 £58
Victor Knaap 100% €210 €121
Wesley ter Haar 100% €210 €121
Peter Rademaker 100% €294 €169
Pete Kim 100% $207 $119
Christopher S. Martin 100% $207 $119
Scott Spirit 100% SGD540 SG D311
Non-Executive Directors’ remuneration as a single figure (Audited)
£000
Year to 31
December
2021
Year to 31
December
2020
1
Rupert Faure Walker 45 34
Paul Roy 45 34
Sue Prevezer 38 28
Daniel Pinto 38 28
Elizabeth Buchanan 38 28
Naoko Okumoto 38 28
Margaret Ma Connolly 38 28
Miles Young
2
38 19
Total 318 227
Notes:
1. As disclosed in previous Directors’ Remuneration Reports, the annual fee payable to the Non-Executive Directors for 2020 was increased to £37,500
and an additional fee of £7,500 was introduced for each of the Senior Independent Directors, Chair of the Audit and Risk Committee and Chair of the
Nomination and Remuneration Committee. These fees were effective from 1 January 2020. However, in response to the covid-19 outbreak it was agreed
that the fees payable to the NEDs would be reduced by 50% from 1 April 2020. The fees were returned to their full levels with effect from 1 October 2020
and remained unchanged for 2021.
2. Miles Young was appointed to the Board on 1 July 2020. His fee for the year to 31 December 2020 is shown pro rata for the length of his service in the
year and is inclusive of £4,688 paid in 2021 but relating to services provided in 2020.
Payments for loss of office (Audited)
No payments for loss of office were made during 2021.
Peter Rademaker decided not to seek re-election at the AGM following Mary Basterfield’s appointment to the
Board on 3 January 2022. He received no payments for loss of office but remained employed by the Company
until31 January 2022, during which time he received his salary and other benefits. He will remain on the Board
asaNon-Executive Director until theconclusion of this year’s AGM.
S
4
Capital Annual Report and Accounts 2021 83
3
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. Equity consideration has, to date, been issued subject to a two-year restriction on sale or
transfer. It is the intention of the Board to continue to structure transactions in this fashion in order both to incentivise
senior management (and the Group’s people more broadly) in the long term and to support the Company’s strategy of
operating the Group on a unitary basis.
As a consequence, the Executive Directors who previously held equity in MediaMonks or MightyHive now 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 Limited.
In the context of the significant share ownership of the Executive Directors, there has to date been no formal minimum
shareholding requirement. However, the new Directors’ Remuneration Policy formalises the Committee’s expectation
that new Directors who do not have a material holding of the Company’s shares must acquire shares equivalent in
value to two times basic salary as soon as reasonably practicable following appointment and with the expectation this
will normally be within five years of appointment.
Details of Directors’ interests in Ordinary Shares and Incentive Shares as at 31 December 2021 are set out in the
table below.
Interest in
Ordinary
Shares
Interest in
Incentive Instruments
At 31
December
2021
At 31
December
2021
At 31
December
2020
Sir Martin Sorrell
1
54,209,810 4,000 4,000
Victor Knaap
2
17,546,066 – –
Wesley ter Haar
2
17,546,067 – –
Peter Rademaker 957,644 – –
Pete Kim
2
8,049,180 – –
Christopher S. Martin
2
8,564,506 – –
Scott Spirit
3
247,494 2,000 2,000
Rupert Faure Walker 808,450 – –
Paul Roy 1,950,129 – –
Sue Prevezer 293,512 – –
Daniel Pinto
4
38,043,824 – –
Elizabeth Buchanan 37,777 – –
Naoko Okumoto 25,396 – –
Margaret Ma Connolly 9,523 – –
Miles Young 50,000 – –
Notes:
1. Sir Martin Sorrell holds 4,000 vested 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 and Pete Kim are held by them through certain family
trust arrangements.
3. Scott Spirit has options to subscribe for a total of 2,666 A1 Incentive share options (this includes the 2,000 Incentive share options disclosed in the table
above), as explained on page 85.
4. Shares acquired by Stanhope Entrepreneur Fund, a growth capital fund managed by Stanhope Capital, of which Daniel Pinto is Chief Executive.
Remuneration Report continued
S
4
Capital Annual Report and Accounts 202184
Governance Report
The Company has been notified of the following changes to the Directors’ interests between 31 December 2021
andthe date of this report:
•
On 7 January 2022, Scott Spirit acquired 9,250 Ordinary Shares. Following this purchase, he holds 256,744
Ordinary Shares.
•
On 7 January 2022, Sir Martin Sorrell acquired 10,000 Ordinary Shares. On 19 January 2022, he purchased
afurther 10,000 Ordinary Shares. Following these purchases, he holds 54,229,810 Ordinary Shares.
•
On 20 January 2022, SEF4 Investment SCSp, a PCA of Daniel Pinto, transferred directly to one of its investors
1,435,862 Ordinary Shares. SEF4 Investment SCSp is managed by Stanhope Capital, of which Daniel Pinto is
theChief Executive.
•
On 4 February 2022, Paul Roy sold 80,000 Ordinary Shares he personally held and his SIPP purchased 80,000
Ordinary Shares on the same day. Following this sale and purchase, Paul Roy continues to have an interest in
1,950,129 Ordinary Shares.
•
On 7 April 2022, SEF4 Investment SCSp transferred directly to one of its investors 462,117 Ordinary Shares.
Following this transfer, SEF4 Investment SCSp holds 35,913,245 Ordinary Shares.
•
On 11 April 2022, SEF4 Investment SCSp transferred directly to one of its investors 19,983,049 Ordinary Shares.
Following transfer, SEF4 Investment SCSp holds 16,392,313 Ordinary Shares, representing approximately 2.95%
ofthe entire issued share capital of the Company.
Mary Basterfield was appointed as a Director on 3 January 2022 and as at the date of this report she did not have
a beneficial interest in Ordinary Shares. Prior to her appointment as a Director she was granted an equity award
in connection with her recruitment under the terms of the Employee Share Ownership Plan, as explained in the
statement from the Chairman of the Nomination and Remuneration Committee on page 68. This award was granted
on 13 December 2021 and is a nil-cost option over 76,913 shares. The award vests two years after grant subject to
continued employment and the satisfaction of specific performance conditions.
The S
4
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)
(S
4
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
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 4,000 A2 Shares 29 May 2018
Scott Spirit
1
2,000 A1 Share options 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%) in the event of
the issue of further Incentive Shares.
There were no new Scheme interests awarded during the year ended 31 December 2021.
The Directors of S
4
Limited have the authority to issue a further 2,000 A1 Incentive Shares. 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
Limited.
The Incentive Shares are subject to a number of conditions, as set out more fully below.
S
4
Capital Annual Report and Accounts 2021 85
3
Terms of the S
4
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
Limited from the plan’s inception provided that the growth condition (as described below)
has been met.
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
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 Media.Monks by S
4
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 Media.Monks). If Sir Martin
serves such a notice, the growth in value of S
4
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.
The consideration payable if the Incentive Shares are triggered, save on a takeover, liquidation or combination of
S
4
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
Limited being equal to or
greater than 6% per annum since the foundational investment into S
4
Limited on 29 May 2018. The growth condition
takes into account the date and price at which shares in S
4
Limited have been issued, the date and price of any
subsequent share issues and the date and amount of any dividends paid, or capital returned by S
4
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
Limited
so that the growth condition will apply to that capital also.
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
Limited;
•
a winding up of S
4
Limited occurring;
•
a sale or change of control of S
4
Limited or the Company; or
•
if later, on 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.
Remuneration Report continued
S
4
Capital Annual Report and Accounts 202186
Governance Report
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 2021 and also to 6 May 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.
Total Shareholder Return
0
13 Sep
2018
31 Dec
2018
30 June
2019
31 Dec
2020
30 June
2021
31 Dec
2019
6 May
2022
31 Dec
2021
30 June
2020
100
200
700
600
500
400
300
900
£
S
4
Capital plc FTSE 350 Media Accenture Globant
Interpublic & Omnicom (weighted) WPP, Publicis & Dentsu (weighted)Global advertising and marketing services companies
800
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
Limited, through the dates of the Group’s placings and business
combinations and up to the end of the year to 31 December 2021. This has been compared against the performance
of an equivalent investment made on 29 May 2018 in the same comparators used in the chart above.
29
May
2018
09
July
2018
24
December
2018
31
December
2018
25
October
2019
31
December
2019
16
July
2020
31
December
2020
31
December
2021
S
4
Capital plc 100 116 128 138 165 224 366 581 737
FTSE 350 Media 100 105 96 97 114 120 94 107 133
Global advertising
and marketing
services companies
100 104 91 94 94 98 72 85 123
Interpublic &
Omnicom (weighted)
100 108 101 107 115 118 92 103 153
WPP, Publicis &
Dentsu (weighted)
100 102 85 87 80 84 56 73 102
Accenture 100 108 92 97 126 140 155 172 278
Globant 100 111 108 115 179 208 327 413 602
S
4
Capital Annual Report and Accounts 2021 87
3
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
31December
2018
Year to
31December
2019
Year to
31December
2020
Year to
31December
2021
Executive Chairman single figure of remuneration (£000) 140 272 218 203
Annual bonus payout (% of maximum) 100% 85% 75% 0%
Share award vesting (% of maximum) n/a n/a n/a n/a
Note: The formulaic bonus outcome for the year to 31 December 2021 is 57.5% although no actual bonus was paid.
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
ofthe last two 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 81 and the
corresponding table from last year’s Directors’ Remuneration Report.
The figures for 2021 compared to 2020 indicate some significant year-on-year increases in salary and fees. This is
due to the 2020 salary and fee numbers being lower than normal because of the pay reductions taken by the Directors
in response to the covid-19 outbreak, as explained in previous Directors’ Remuneration Reports. In respect of the
year-on-year decrease in annual bonus, the formulaic outcome for the FY21 bonus is 57.5% of maximum, however
nobonus was paid to the Executive Directors.
2021 vs 2020 2020 vs 2019
Salary/Fees Benefits Bonus Salary/Fees Benefits Bonus
Executive Directors
Sir Martin Sorrell 33% 62% -100% -25% -21% -12%
Victor Knaap 95% 88% -100% -48% 100% -16%
Wesley ter Haar 95% 88% -100% -48% 100% -16%
Peter Rademaker 29% – -100% -22% – -8%
Pete Kim 278% 100% – -75% -100% –
Christopher S. Martin 51% 1,500% – -36% -96% –
Scott Spirit
1
28% -5% -100% – – –
Non-Executive Directors
Rupert Faure Walker 32% – – 35% – –
Paul Roy 32% – – 35% – –
Sue Prevezer 36% – – 13% – –
Daniel Pinto 36% – – 13% – –
Elizabeth Buchanan¹ 36% – – – – –
Naoko Okumoto
1
36% – – – – –
Margaret Ma Connolly
1
36% – – – – –
Miles Young
1
– – – – – –
All UK Group employees
2
5.7% -5.7% -67.4% 3% -16% 11%
Notes:
1. Percentage change not shown for these Directors in certain periods as they did not serve for the full prior year.
2. Included to provide a more representative sample of the wider employee base in the United Kingdom (UK).
Remuneration Report continued
S
4
Capital Annual Report and Accounts 202188
Governance Report
Although S
4
Capital did not have more than 250 UK employees during 2021, and is thus not formally required to
publish the ratio of the Executive Chairman’s pay to the wider UK employee base, the Committee has decided to again
do so as amatter of good practice.
Year Method 25th percentile pay ratio Median pay ratio 75th percentile pay ratio
2021
1
Option A 5.0 3.6 2.6
Total pay and benefits £000 £40 £57 £77
Salary £000 £39 £54 £71
2020
1
Option A 5.3 3.7 2.8
Total pay and benefits £000 £41 £59 £77
Salary £000 £37 £51 £71
2019
1
Option A 6.8 5.8 4.1
Total pay and benefits £000 £40 £47 £67
Salary £000 £40 £47 £65
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.
The relevant reporting regulations give companies the option of calculating the CEO pay ratio using a number of
different methodologies, known as Option A, Option B or Option C. We have chosen 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.
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 2021, as disclosed in the table above, is reflective of the current
pay policies across the Group as a whole at this stage. Employees’ pay packages are designed to be competitive
and to ensure that performance as a whole is rewarded through appropriate incentive schemes. The ratios at all three
levels also reflect the fact that the pay for the Executive Chairman is relatively low when compared with the pay for
leaders of companies of a similar size to S
4
Capital. There have not been any substantive changes in the pay ratio
from 2020.
To date, the Committee has not directly engaged with the workforce to explain how executive remuneration aligns
with wider Company pay policy. However, the Committee is responsible for monitoring workforce remuneration and
related policies and the relationship between the Directors’ Remuneration Policy and the arrangements in place for
thewider workforce.
S
4
Capital Annual Report and Accounts 2021 89
3
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
2020
Year to 31
December
2021 % change
Average number of employees 2,677 5,794 116.4
Total personnel costs (£000) 205,135 412,537 101.1
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 presented
for shareowner approval at the AGM held on 7 June 2021, and (2) the Directors’ Remuneration Policy resolution
presented for shareowner approval at the AGM held on 29 May 2019.
Votes for Votes against Total votes cast
Votes
withheld
Approve the Directors’ Remuneration Report (2021 AGM) 287,24 3,672 3,107,176 290,350,848 10,390,870
98.93% 1.07%
Approve the Directors’ Remuneration Policy (2019 AGM) 224,366,978 60,300 224,427,278 31,328,479
99.97% 0.03%
Nomination and Remuneration Committee membership and meetings
The Committee comprises three independent Non-Executive Directors. There were six meetings of the Committee
held during the year. The following table sets out details of attendance at Committee meetings.
Committee member since
Attendance
at meetings
during 2021
Paul Roy (Chairman) 28 September 2018 6/6
Rupert Faure Walker 28 September 2018 6/6
Sue Prevezer 14 November 2018 6/6
Sir Martin Sorrell may attend meetings as an observer by invitation. No Director participates in decisions regarding his
or her own remuneration.
During 2021, the Committee received external advice from Korn Ferry, for which it received fees of £31,000.
Korn Ferry was appointed by the Committee and the Committee is satisfied that the advice it receives is objective
and independent. Korn Ferry 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 2021.
Remuneration Report continued
S
4
Capital Annual Report and Accounts 202190
Governance Report
Implementation of Remuneration Policy for 2022
Subject to shareowner approval at the AGM, a new Directors’ Remuneration Policy will apply from the date of the
AGM. The full Policy is set out on pages 71 to 80. For the year ending 31 December 2022, the Nomination and
Remuneration Committee will implement the Policy as follows.
Basic salary
Salaries for the Executive Directors continue to be set at levels which are lower than the rates payable for equivalent
roles at similarly-sized companies. This approach will continue to apply for 2022.
The Committee has agreed to increase the basic salary for Sir Martin Sorrell from £100,000 to £250,000 with effect
from 1 January 2022. The new salary is now more aligned with the salaries for the other Executive Directors and
reflects the growth and increased complexity of the business, while remaining well below the market rate for leaders
of companies of a similar size and complexity to S
4
Capital.
Mary Basterfield, who joined the Board as CFO on 3 January 2022, has been appointed on a salary of £370,000.
The Committee has agreed that there will be no salary increases for the other Executive Directors for FY22.
Pension and benefits
Sir Martin Sorrell will continue to receive a pension at a level of 30% of basic salary, and Scott Spirit will receive a
pension at a level of 10% of basic salary. After 31 December 2022, and in line with the new Directors’ Remuneration
Policy, these pensions will reduce to 4% of basic salary, thus aligning with the UK workforce rate.
The same rate applies to Mary Basterfield.
Wesley ter Haar and Victor Knaap will continue to receive Dutch age-related pension contributions for 2022. Pete Kim
and Christopher Martin will continue to receive pension contributions via a US 401(k) plan.
Benefits provided will be similar to those provided in 2021.
Annual bonus
The Committee has decided that the annual bonus scheme for 2022 will operate in a broadly similar manner to that
in place for 2021. 70% of the bonus scheme will again be payable by reference to performance measured against
financial metrics, namely gross profit growth and EBITDA margin. The remaining 30% will be payable by reference to
key non-financial objectives, including ESG performance, diversity, equity and inclusion and measures linked to the
ongoing integration of the various businesses within S
4
Capital. Full details of the metrics and targets will be disclosed
in next year’s Remuneration Report.
The maximum bonus opportunity for 2022 will be 100% of basic salary for all Executive Directors, the same rate as
applied in 2021.
The bonus scheme includes the discretion to adjust formulaic outcomes and recovery and withholding provisions,
assummarised in the Directors’ Remuneration Policy.
Share incentives
In line with the terms of her appointment, as summarised on pages 67 to 68, Mary Basterfield will receive an
award of shares with a face value at grant of £500,000 (being c. 135% of base salary). This award will be subject
to the satisfaction of performance targets based on gross profit and EBITDA margin over the financial year ending
31 December 2022. To the extent that the performance targets are satisfied, the award will vest in 2026, four years
after grant. The award will be split equally between a nil cost option and a market-priced option.
At the time of writing, the Committee does not have any plans to grant new share incentive awards to any other
Executive Director during 2022. However, the Committee will keep this matter under review during the year and
may take a different approach if deemed appropriate. Any awards will be consistent with the terms of the Directors’
Remuneration Policy.
Non-Executive Directors
The NEDs receive a base fee of £37,500, with an additional fee of £7,500 paid to each of the Senior Independent
Directors, Chair of the Audit and Risk Committee and Chair of the Nomination and Remuneration Committee.
These fees remain unchanged for 2022.
S
4
Capital Annual Report and Accounts 2021 91
3
S
4
Capital plc is incorporated and domiciled in the UK and is registered in England 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 Directors’ 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 8 to 38 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 172i (page 28). The other sections of the Group’s Governance Report are also included by reference into this
report. The industry outlook set out on pages 40 to 46 sets out an indication of future developments and is included
by reference into this report.
Dividend
No dividend was declared or paid in respect of the year to 31 December 2021 and the Directors are not
recommending that a final dividend be paid. The Directors continue to review the advisability of declaring a
modest dividend in the future. The payment of any dividends will be subject to maintaining an appropriate level of
dividend cover and the need to retain sufficient funds for reinvestment in the business, to finance any combination
opportunities or capital expenditure, and for other working capital purposes.
Share capital
The shares in issue at the year-end comprised 555,307,572 Ordinary Shares of £0.25 each (2020: 542,065,458
Ordinary Shares of £0.25 each) and one B Share of £1.00 (2020: one), giving a total nominal value of 138,826,892
(2020: £135,516,364). Movements in the Company’s share capital in the year are shown in the consolidated statement
of changes in equity.
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.
The Ordinary Shares have a standard listing on the London Stock Exchange.
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, as a result of which he exercises a significant degree of control over the Company (as more fully
described in the Governance Report on page 61). 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.
Amendment of Articles of Association
Any amendments to the Articles may be made in accordance with the provisions of the Companies Act 2006 by way
of special resolution.
Directors’ Report
S
4
Capital Annual Report and Accounts 202192
Governance Report
Appointment and removal of Directors
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 and the Companies Act 2006. In accordance with the UK Corporate Governance Code, Directors stand
for election at the Annual General Meeting following their appointment, and stand for re-election on an annual basis at
each Annual General Meeting thereafter.
Powers of the Company Directors
The AGM in 2021 authorised the Directors to allot shares up to a maximum nominal amount of £45,381,311.33 (i.e.
one-third of the Company’s then-issued and outstanding share capital) and to buy back up to 54,457,574 Ordinary
Shares (i.e. 10% of the Company’s then-issued outstanding share capital). At the 2022 AGM, shareowners will be
asked to renew the Directors’ authority to allot new securities and to buy back existing Ordinary Shares. Details are
contained in the Notice of Annual General Meeting.
Substantial shareholdings
As at 14 May 2022, the Directors had been advised of the following interests representing 3% or more of the
Company’s issued and outstanding Ordinary Shares.
Substantial shareowners of 3% or more, as at 14 May 2022 Number of shares % shareholding
Sir Martin Sorrell
1
54,229,810 9.752
Oro en Fools B.V. 35,000,000 6.294
Rathbone Investment Management 27,344,419 4.917
Canaccord Genuity Wealth Management 26,628,566 4.789
Jupiter Fund Management 26,555,771 4.775
Permian Investments Partners 23,827,932 4.285
Note:
1. In addition, Sir Martin Sorrell has, in aggregate, donated 3,910,000 Ordinary Shares to the UBS Donor Advised Foundation.
It should be noted that these holdings may have changed since being notified to the Company. However, notification
of any change is not required until the next applicable threshold is crossed. As at the date of this report, no further
changes had been notified to the Company pursuant to Rule 5.1 of the Disclosure and Transparency Rules.
Directors
The Directors of the Company up to the date of this report are named on pages 48 to 55 together with their profiles
and the details of any committees they are on. Mary Basterfield joined the Board as our new Chief Financial Officer
on 3 January 2022, with Peter Rademaker retiring from day-to-day operations but remaining on the Board as Non-
Executive Director until the conclusion of this year’s AGM.
Pete Kim has also decided to step down from the Board at this year’s AGM. All other Directors who have served
during the year and who remain a Director as at 31 December 2021 will retire and offer themselves for election at the
forthcoming AGM.
The interests of the Directors in the share capital of the Company at 31 December 2021, the Directors’ total
remuneration for the year and details of their service contracts and Letters of Appointment are set out in the Directors’
Remuneration Report on pages 71 to 91.
Other than the Incentive Shares held by Sir Martin Sorrell and the options over Incentives Shares held by Scott Spirit
as disclosed on page 85, no Directors have beneficial interests in the shares of any subsidiary company. The interests
of the Directors in the share capital of the Company have not changed between 31 December 2021 and 14 May 2022,
except as noted on page 85.
S
4
Capital Annual Report and Accounts 2021 93
3
Directors’ indemnities
The Company maintains Directors’ and officers’ liability insurance, which gives appropriate cover for legal actions,
which might be brought against its Directors and officers. The Directors also have the benefit of an indemnity from the
Company, the terms of which are in accordance with the Companies Act 2006.
Directors’ conflict of interest
The Group has procedures in place for managing conflicts of interest. Should a Director become aware that he or
she, or his or her connected parties, have an interest in an existing or proposed transaction with the Group, he or
she should notify the Board in writing or at the next Board meeting. Internal controls are in place to ensure that any
related party transactions involving Directors, or their connected parties, are conducted on an arm’s length basis.
Directors have a continuing duty to update any changes to these conflicts.
Significant agreements – change of control
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.
Corporate responsibility
The Board considers that issues of corporate responsibility are important. The Board’s report, including the Group’s
policies on employee involvement, is set out on pages 16 to 27.
Applicants with disabilities are given equal consideration in our application process. In respect of existing employees
and those who may become disabled, the Group’s policy is to examine ways and means to provide continuing
employment under its existing terms and conditions and to provide training and career development, including
promotion, wherever appropriate. Disabled employees have equipment and working practices modified for them as far
as possible and practicable.
Group Energy and Carbon Report
This Energy and Carbon Report for the Group for the year ending 31 December 2021 is provided in compliance with
the requirements for Streamlined Energy and Carbon Reporting, as set out in Part 7 of the Large and Medium-sized
Companies and Groups (Accounts and Reports) Regulations 2008.
This Energy and Carbon Report focuses on the scope 1 and scope 2 emissions (and associated energy usage) which
we are required to report separately under the regulations. For a broader discussion of the Group’s carbon footprint,
and its approach to emissions and sustainability please see the ESG: sustainability and corporate responsibility
section of the Strategic Report and the separate Media.Monks ESG Report. Amongst other things this includes
discussion of our scope 3 emissions.
Streamlined Energy and Carbon Reporting energy data and emissions
Emissions UK and offshore 2021 UK and offshore 2020 Global 2021 Global 2020
Scope 1 (tCO
2
e) 15.04 7.44 164.9 210.60
Scope 2 (tCO
2
e) 14.17 10.69 579.52 387. 9 2
Scope 1 and 2 (tCO
2
e) 29.21 18.13 744.42 598.52
Energy consumption UK and offshore 2021 UK and offshore 2020 Global 2021 Global 2020
Total energy consumption
used to calculate above
emissions (kWh) 158.574 95,800 4,050,717 2,644,960
Intensity ratio UK and offshore 2021 UK and offshore 2020 Global 2021 Global 2020
Emissions (scope 1 and
scope 2) per FTE in Kg (CO
2
e) 204.3 171.98 192.64 240.63
Directors’ Report continued
S
4
Capital Annual Report and Accounts 202194
Governance Report
Comparison against previous year’semissions
For the year to 31 December 2020, the Group measured its global carbon footprint for the first time. As 2020 and
2021 were both abnormal years with regards to the covid-19 measurements all over the world, caution needs to be
taken in comparing 2020 and 2021 figures. The Group’s reported UK energy usage for the year to 31 December2021
was 158.574 kWh (2020: 95.800kWh), with an intensity ratio of 204.3 kg CO
2
e per FTE (2020: 171.98 kg CO
2
e per
FTE). This shows that our absolute energy consumption as well as our intensity emissions have gone up in the UK
specifically. However, the closure and/or limited occupancy of a number of offices in 2020 as well as 2021 due to
covid-19 needs to be taken into account in any comparison of the 2020 and 2021 figures. The longer-term impact of
changing working patterns (as a result of covid-19 and otherwise) on its carbon footprint is something that the Group
will keep on monitoring going forwards.
Methodology
The Group calculated its emissions in accordance with the GHG Reporting Protocol – Corporate Standard. For the
energy and emissions calculations, we have used actual data where possible. However, in some cases, estimates
based on extrapolation had to be used. For example, for some of the Group’s shared offices the energy use (and cost)
is shared amongst various different organisations inhabiting what is effectively the same space – and in these cases
we have had to extrapolate the Group’s share of the consumption based on a headcount or other reasonable basis.
To convert input energy usage data (e.g. electricity used, number of kilometres driven) to CO
2
, we have used the
most recent and applicable available conversion factors (e.g. from DEFRA or CO
2
emissiefactoren.nl). For electricity
consumption, those conversion factors were location-based. We have also used appropriate recognised conversion
factors to convert input data for gas, district heating and company cars into kWh for the reporting of overall energy
usage. The averages per FTE used in the intensity ratios are based on the average number of FTE from entities in
scope throughout the year (which for 2021 was 3,824). Also note that due to covid-19 many of our offices were only
open for a few months of the year and data from the home-workspaces of our employees (e.g. gas and electricity use)
is not included in the reported emissions.
Energy efficiency actions taken
The Group continually looks for opportunities to improve the energy efficiency of its business. As an expanding
business, an important element of this is new offices. Sustainability matters are taken into account in our selection
and integration of new offices. For our current offices, we sent out a questionnaire in 2021 regarding sustainability
measures taken. This includes for example questions on whether the local office procures green energy or has LED
lighting installed. Based on this information we aim to work on a specific plan for each office since the barriers for
sustainable energy consumption and efficiency are often local.
Another important element regarding energy efficiency is the electricity and server use for the work the Group is doing
for its clients. With the Sustainable Work pillar and specifically the Green Production Manifesto that was developed in
2021 and will be brought further during the coming years, the Group is looking to identify ways to decrease its energy
consumption in this area – for example, by making algorithms smaller. These measures will not only reduce the energy
consumption for the Group, but also the end-consumer. For a wider discussion of the Group’s initiatives relating to
energy efficiency and sustainability please see the ESG: sustainability and corporate responsibility section of the
Strategic Report (see page 16) and the 2021 Media.Monks ESG Report.
Employees
The Group is committed to equal opportunities and non-discrimination in all aspects of employment, regardless of
age, beliefs, physical challenges, ethnic origin, gender, marital status, race, religion or sexual orientation. The Group
also complies with all applicable national and international human and labour rights within the locations in which
it operates. Robust communications channels ensure that our people are kept informed of the Group’s activities,
performance and future plans.
S
4
Capital Annual Report and Accounts 2021 95
3
Political donations
During the year 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.
Events after the balance sheet date
Events after the balance sheet date are disclosed in Note 28 to the financial statements.
Annual General Meeting
The ‘hybrid’ AGM of the Company will be held at 1.00 pm on 16 June 2022. For participation details please refer to the
Notice of AGM.
The resolutions being proposed at the 2022 AGM include the receipt of this Annual Report and Accounts including
the Directors’ Remuneration Report, the approval of the revised Directors’ Remuneration Policy, the election or
re-election of members of the Board, the reappointment of the auditors, the renewal for a further year of the limited
authority of the Directors to allot the unissued share capital of the Company and the disapplication of pre-emption
rights, the renewal of the authority to make off-market purchases, the request for shareowner approval to reduce the
notice period for calling general meetings (other than the AGM) to 14 clear days, the approval of the capitalisation
of the Company’s merger reserve, the approval of a capital reduction, an amendment to the Company’s articles of
association, and the approval of a new schedule to the Company’s Employee Share Ownership Plan.
Fairness Statement
The Board considers that the Annual Report and Accounts, taken as a whole, are fair, balanced and understandable
and provide the information necessary for shareowners to assess the Company’s position and prospects, including
its performance, business model and strategy. While this is the Board’s responsibility, it is overseen by the Audit and
Risk Committee who ensure that management’s disclosures reflect the supporting detail or challenge them to explain
and justify their interpretation. The Audit and Risk Committee reports its findings and makes recommendations to
the Board accordingly. The Audit and Risk Committee is supported in this role by using the expertise of the statutory
auditor, who in the course of the audit, considers whether accounts have been prepared in accordance with IFRS and
whether adequate accounting records have been kept.
Going concern
The Group’s business activities, together with the factors likely to affect its future development, performance and
position are set out on pages 8 to 38. The financial position of the Group, its billings, gross profit and profitability are
described on page 98 onwards. In addition, Note 5 to the Group financial statements include the Group’s objectives,
policies and processes for managing its capital and financial risk, its financial risk management objectives, details of
its financial instruments and hedging activities and its exposures to credit risk and liquidity risk. Having considered
the Group’s cash flows, liquidity position and borrowing facilities, the Board has a reasonable expectation that the
Company and Group have adequate resources to meet their financial obligations as they fall due for a period of at
least 12 months from the date of signing these financial statements and future and have therefore continued to adopt
the going concern basis in preparing these financial statements. For further details on going concern see Note 2 on
page 113.
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.
Directors’ Report continued
S
4
Capital Annual Report and Accounts 202196
Governance Report
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.
S
4
Capital Annual Report and Accounts 2021 97
3
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.
Approved by the Board on 14 May 2022 and signed on its behalf by:
Sir Martin Sorrell Mary Basterfield
Executive Chairman Group Chief Financial Officer
14 May 2022
Directors’ Report continued
S
4
Capital Annual Report and Accounts 202198
Governance Report
Report on the audit of the financial statements
Opinion
In our opinion:
•
S
4
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 2021 and of the
Group’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, comprising 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 2021 (the ‘Annual Report’),
which comprise: the Consolidated and Company balance sheets as at 31 December 2021; 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 7, we have provided no non-audit services to the Company in the period
under audit.
Our audit approach
Context
S
4
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. In the current year, the
Group has continued on a strategy of rapid growth through acquisition as further disclosed within Note 4 of the
financial statements. 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.
Independent auditors’ report to
the members of S
4
Capital plc
S
4
Capital Annual Report and Accounts 2021 99
3
Independent auditors’ report to the members
ofS
4
Capital plc continued
Overview
Audit scope
We conducted an audit of the complete financial information of eight components (‘full scope’). Specific balances
and financial statement line items were audited within additional components based on their size. Purchase price
allocation and acquisition accounting and share-based payments were tested at the Group level. The components
where we performed an audit of complete financial information, in addition to the audit of consolidation journals and
specified procedures over other components accounted for 74% of Group revenue.
Key Audit Matters
•
Purchase price allocation and acquisition accounting for significant acquisitions (Group).
•
Fraud in revenue recognition (Group).
•
Revenue and cost of sales recognition over time on Content contracts (Group).
•
Loan refinancing (Group).
•
Existence of bank and cash (Group).
•
Carrying value of Investments (Company).
Materiality
•
Overall Group materiality: £6.8 million (2020: £3.4 million) based on approximately 1% of revenue.
•
Overall Company materiality: £9.0 million (2020: £7.0 million) based on approximately 1% of total assets.
•
Performance materiality: £5.1 million (2020: £2.6 million) (Group) and £6.8 million (2020: £5.3 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 a consolidation of 126 legal entities which are included in the Content, DDM
or Technology Services segments, of which one entity is split into three reporting branches. We identified that each
legal entity and the three reporting branches meet the criteria for a component, and based on this methodology,
28 components (16 Content, six DDM, one Technology Services and five Holding companies (including the debt
holding company and the Parent Company) were identified as in scope. Two of these components were deemed
financially significant as their revenue made up more than 10% of the Group revenue, and an audit of their complete
financial information was performed by the component auditors. We instructed component teams to perform audits
of the complete financial information of a further six entities (bringing the total to eight full scope entities) and 20
were identified as in scope due to having individually large or unusual balances. This includes the entity holding
the majority of the Group’s external borrowings which was included in scope due to the individually large balance
and its relevance to a significant risk. Our audit scope addressed 74% of Group revenue. Of the 28 components in
scope, 18 trading components were audited by component auditors. The remaining five trading components and
five Holding companies (including the debt holding company and the Parent Company) were audited by the Group
audit team. Opinions were received from our PwC component teams as envisaged with the exception of four Content
components, where modified opinions were received in respect of revenue and cost of sales on open contracts,
representing approximately 5% of recognised Group revenue, as a result of significant control deficiencies in those
components. Following on from the four modified opinions, the Group team performed additional work over revenue
and cost of sales in order to reach a conclusion – see the Key Audit Matter in respect of ‘Revenue and cost of sales
recognition over time on Content contracts (Group)’ below.
Key Audit Matters
Key Audit Matters are those matters that, in the auditors’ professional judgment, 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.
S
4
Capital Annual Report and Accounts 2021100
Governance Report
Revenue and cost of sales recognition over time on Content contracts (Group), Existence of bank and cash (Group)
and Loan refinancing (Group) are new Key Audit Matters this year. As we emerge from the pandemic, because of the
relatively insignificant financial and operational impact of the covid-19 pandemic on the Group’s activities in the year
under audit, we have no longer included a Key Audit Matter on the Impact of covid-19 (Group and Parent).
Key Audit Matter How our audit addressed the Key Audit Matter
Purchase price allocation and acquisition accounting
forsignificant acquisitions (Group)
Refer to Note 2D (Critical accounting estimates and
judgments), 3H (Intangible assets) and Note 4 (Acquisitions).
During the year the Group made a number of acquisitions for
a total consideration of £219.7 million (see Note 4). As a result
of the 2021 acquisitions, the following intangible assets were
recognised: customer relationships £86.6 million; brands
£2.8 million; order backlog £3.5 million, software £0.8 million,
and goodwill of £135.0 million. The Group also finalised
the purchase price allocation of Decoded Advertising,
Metric Theory, Brightblue and Orca Pacific resulting in the
recognition of intangible assets for customer relationships
of£56.5 million, brand names of £1.8 million, order backlog
of£3.0 million and software of £2.5 million.
Accounting for business combinations can be complex,
particularly in relation to the identification of intangible
assets and accounting for deferred and/or contingent
consideration. Management used an expert to assist them
with the acquisition accounting. We focused on the judgments
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
ofintangible assets.
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 2021 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 assumption that budgeted profit targets will be met
on those acquisitions with contingent consideration.
Fraud in revenue recognition (Group)
Refer to Note 3C (Revenue recognition).
As the Group has ambitious growth plans, we considered
the incentive for management to perpetrate fraud by posting
fictitious journals to revenue or by accelerating revenue from
2022 into the 2021 financial year in order to achieve targets.
Consequently, we considered there to be a risk of material
misstatement in relation to revenue.
For 23 components, we determined that this risk related to
the occurrence of revenue through posting fictitious journal
entries with material revenue amounts and for components
with material open contracts, to the accuracy of percentage
ofcompletion revenue on open contracts at the year-end
(seeRevenue recognition over time on content contracts
(Group)) below.
To address the occurrence risk, testing for 23 components
was completed to identify unusual revenue journal postings.
We reviewed the working papers of the component teams, attended
calls and discussions to ensure the correct approach was adopted
and no issues were noted. The Group audit team also audited Group
adjustments to revenue and completed the testing for components
directly under the Group team’s scope.
S
4
Capital Annual Report and Accounts 2021 101
3
Independent auditors’ report to the members
ofS
4
Capital plc continued
Key Audit Matter How our audit addressed the Key Audit Matter
Revenue and cost of sales recognition over time on
Content contracts (Group)
Refer to page 62 (Report of the Audit and Risk Committee),
Note 2D (Judgment in relation to revenue and Note 3C
(Revenue recognition).
Assessing the timing of revenue and cost of sales recognised
on open contracts at the year-end is an area of complexity
and judgment is required in identifying the performance
obligations, whether the income 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.
Accounting for open contracts was based on the underlying
systems and processes in each component. Due to the
typical term of contracts being between 3 to 6 months, a full
analysis by management of the key judgments including the
identification of performance obligations, agency vs principal
relationships and in which period revenue and cost of sales
should be recognised is typically not performed until after the
year end. This analysis is important in ensuring accuracy of
percentage of completion.
Given the complexity in estimation and judgment involved,
the timing of revenue recognition and the accuracy of project
revenue and related costs recorded 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
moving 2022 revenue into 2021 in order to achieve targets.
As a result this was considered to be a significant audit risk.
Subsequent to the completion of our initial risk assessment,
modified opinions were received from PwC component teams
relating to revenue and cost of sales on open contracts,
representing approximately 5% of recognised Group revenue
across four Content components as a consequence of
identifying significant control deficiencies. These significant
control deficiencies also impacted two other Content
components in respect of the accuracy of percentage of
completion of open contracts. In addition, we identified a risk
of error in relation to the misapplication of IFRS 15 Revenue
from Contracts with Customers (‘IFRS 15’) given the varying
levels of understanding of this standard by management
within these six components. These issues reinforced our
initial risk assessment and resulted in extended testing by the
Group audit team.
The significant risk related to the timing of revenue and cost of sales
recognition on open contracts is restricted to six of the 16 Content
components where judgment is required and complexity arises in
identifying the performance obligations, whether the income should
be recognised over time or at a point in time and assessing the
stage of delivery of performance obligations on open contracts at
year end.
For these six Content components (including two audited by the
Group team) our audit procedures included the following:
•
we assessed the systems and controls in operation in the year;
•
we analysed the total open contracts as at the year-end
by total contract value and against prior periods to identify
unusual trends;
•
on a sampling basis, 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;
•
on the sample selected, we recalculated revenue recognised
based on the proportion of the service performed in respect
of each performance obligation by obtaining schedules of
estimated effort to complete from project managers and
challenging the key supporting evidence to test its completeness
and accuracy. The supporting evidence included signed
statements of works, evidence of the delivery of content to
customers, project trackers, internal guidelines, sales invoices,
post-year end credit notes and subsequent bank receipts;
•
we considered whether there was any evidence which
contradicted management’s assumptions regarding the
percentage of completion of the sampled contracts; and
•
we assessed the accounting for cost of sales in respect of the
contracts subject to testing, including testing the consistency of
accounting for contract progress with the revenue recognition
estimates and extending our testing over the completeness of
recognition of liabilities (by testing payments made after the year
end to check the period to which they related) over and above
that originally planned across six components.
The procedures performed in respect of four components where
component auditors identified significant control deficiencies in the
systems, processes and controls pertaining to the accuracy of the
percentage of completion on open contracts, and which resulted
in the issuance of modified opinions by those PwC component
audit teams, related to the assessment of the stage of delivery of
the performance obligations on open contracts where revenue is
recognised over time.
During the course of our audit, management completed a
reassessment of the revenue recognition on 26 open contracts in
these four components resulting in a material adjustment to revenue
and adjustments to cost of sales which collectively did not have a
material impact on loss before tax.
Following management’s reassessment, the Group audit
team extended the scope of the procedures described above,
compared to that originally planned, across all six relevant Content
components (both those components where modified opinions were
received from PwC component teams and the components audited
by the Group audit team) to consider a wider range of contracts
and management’s revised assessment taking into account any
additional supporting evidence provided by management.
Based upon the procedures performed, we concluded that,
following management’s reassessment and adjustment,
management’s judgment in respect of the application of IFRS
15 and the estimation of revenue recognition on open contracts
was reasonable.
S
4
Capital Annual Report and Accounts 2021102
Governance Report
Key Audit Matter How our audit addressed the Key Audit Matter
Loan refinancing (Group)
Refer to Note 18.
The Group arranged a secured Term Loan B of €375 million
(equivalent to £319.8 million) and a Revolving Credit Facility
of £100.0 million (which remained fully undrawn in 2021) and
prepaid its existing facilities including interest and break
costs which amounted to £109.3 million. Transaction costs of
£8.4 million were capitalised in accordance with IFRS 9.
Accounting for financial liabilities can be technically complex
and increases the risk of error. We considered there to be a
risk of material misstatement in relation to the accuracy and
presentation and disclosure of the loan.
We obtained the loan agreements and supporting evidence for the
transaction costs capitalised.
In relation to accuracy, we verified the accounting for the loan and
also the related transaction costs and whether the treatment applied
by management is in line with requirements of IFRS 9. We also
verified that the costs capitalised were in the nature of transaction
costs as per IFRS 9.
We also verified the interest cost for the period in line with the
terms of the agreement and checked that the transaction costs
are appropriately amortised. We checked the disclosures made in
the financial statements in relation to the drawdowns, repayments
and transaction costs and noted that these are consistent with
our testing.
Direct confirmation was obtained from Credit Suisse with respect
to the term loan of €375.0 million and it was also confirmed that the
Revolving Credit Facility was fully undrawn as at year end.
Existence of bank and cash (Group)
Refer to Note 17.
The Group has grown considerably from acquisition and
now stands at 126 legal entities with circa 400 separate
bank accounts.
The Group does not have a Group treasury function.
Bank account controls for most acquisitions and new
entities remain decentralised with local management where
a complete list of authorised bank signatories has not
been maintained.
Given the volume of bank accounts and lack of integration
into a Group treasury function, we identified a risk that bank
account ownership and control may not have been transferred
to S
4
at acquisition or remain within the Group.
We obtained management’s schedule of bank accounts prepared
for the audit and compared this against known bank accounts from
previous years and due diligence reports for completeness. We then
sought to confirm existence through confirmations, and where
confirmations were not received, through alternative procedures.
Our component teams and the Group audit team received bank
confirmations covering £298.3 million of the total cash balance
which also tie to bank reconciliations and the general ledger.
For the remaining unconfirmed cash balances of £0.8 million
relating to six accounts, we performed alternative procedures such
as logging in to online banking portals to view year end balances
with management, obtaining year-end bank statements from
management, and agreeing accounts back to due diligence reports
and PPA documents to verify ownership/transfer of control. As part
of our completeness checks, where there was a bank account in
the prior year, we checked that it was included in the current year
balance or obtained evidence that the account had been closed
during the year.
From our procedures performed, we did not identify any material
misstatements in the bank and cash balances.
Carrying value of Investments (Company)
At 31 December 2021, the Company holds investments in
subsidiaries amounting to £905 million (2020: £752 million).
Investments in subsidiaries are accounted for at historical
cost less accumulated impairment.
Judgment is required to assess if impairment triggers
exist and where triggers are identified, if the 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 impairment triggers
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:
•
verified the mathematical accuracy of management’s
assessment and that the net assets of the subsidiaries being
assessed agreed to the respective subsidiary balance sheets at
31 December 2021; and
•
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 impairment indicators.
As a result of our work, we are satisfied that management’s
impairment assessment is appropriate and that there are no
indicators of impairment in respect of the carrying value of the
Company’s investments in subsidiaries as at 31 December 2021.
S
4
Capital Annual Report and Accounts 2021 103
3
Independent auditors’ report to the members
ofS
4
Capital plc continued
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 noted above, the Group’s financial statements are a consolidation of 126 legal entities which are included in
the Content, DDM or Technology Services segments, of which one entity is split into three reporting branches.
PwC identified that each legal entity and the three reporting branches meet the criteria for a component, and based
on this methodology, 28 components were identified as in scope. Two of these components were deemed financially
significant as their revenue made up more than 10% of the Group revenue. We instructed component teams to
perform audits of the complete financial information of a further six entities (bringing the total to eight full scope
entities) and 20 were identified as in scope due to having individually large or unusual balances. This includes the
entity holding the majority of the Group’s external borrowings which was included in scope due to the individually
large balance and its relevance to a significant risk. Our audit scope addressed 74% of Group revenue. Of the 28
components in scope, 18 trading components have been audited by component auditors. The remaining five trading
components and five Holding companies (including the debt holding company and the Parent Company) have been
audited by the UK Group audit team. Opinions were received from our PwC component teams as envisaged with the
exception of four Content components, where modified opinions were received in respect of revenue and cost of sales
on open contracts, representing approximately 5% of recognised Group revenue, as a result of control weaknesses
in those components. As a result the Group team performed additional work over revenue and cost of sales in order
to reach a conclusion – see the Key Audit Matter in respect of ‘Revenue and cost of sales recognition over time on
Content contracts (Group)’ above. Our audit work across these components, together with the additional procedures
performed at the Group level on the consolidation, share-based payments and acquisitions, gave us the evidence we
needed for our opinion on the Group financial statements as a whole. The audit of the Company financial statements
consisted of the full scope audit of one component which operates as the ultimate holding Company.
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 judgment, we determined materiality for the financial statements as a whole as follows:
Financial Statements – Group Financial Statements – Company
Overall materiality £6.8 million (2020: £3.4 million). £9.0 million (2020: £7.0 million).
How we determined it Approximately 1% of revenue. Approximately 1% of total assets.
Rationale for
benchmarkapplied
Given the emphasis on growth,
particularly over revenues, we
considered total revenues to be the
primary measure of the performance
ofthe Group for the year ended
31December 2021.
For the period, we believe that total assets
is the primary measure considered by
shareowners with respect to the
Company’s results, and is 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 £0.5 million and £4.3 million.
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 75%
(2020: 75%) of overall materiality, amounting to £5.1 million (2020: £2.6 million) for the Group financial statements and
£6.8 million (2020: £5.3 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 upper
end of our normal range was appropriate. We re-assessed this following the issues encountered within the Content
segment as referred to in the Key Audit Matter ‘Revenue and cost of sales recognition over time on Content contracts
(Group)’ above and concluded the original performance materiality remained appropriate in light of the additional
procedures performed by the Group team over the six components where the control deficiencies were identified.
S
4
Capital Annual Report and Accounts 2021104
Governance Report
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) (2020: £0.2 million) and £0.5 million (Company audit) (2020: £0.3 million) as well as
misstatements below those amounts that, in our view, warranted reporting for qualitative reasons.
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:
•
obtaining and reviewing the bank facility agreements including covenant arrangements;
•
assessing the appropriateness of the Board approved cash flow forecasts in the context of the Group’s 2021
financial position and evaluating the Directors’ downside sensitivities against these forecasts;
•
evaluating the key assumptions in the forecasts and considering whether these appeared reasonable, for example
by comparing forecast sales growth to industry forecasts and historical growth rates achieved;
•
examining the minimum committed facility headroom under the base case cash flow forecasts and sensitised cases
and evaluating whether the Directors’ conclusion that liquidity headroom remained in all events was reasonable;
•
obtaining and re-performing the Group’s most recent covenant compliance calculations and subsequent bi-annual
forecast covenant compliance calculations based on the forecasts provided by management; and
•
evaluating the disclosures provided relating to the going concern basis of preparation, and confirming that these
provided an explanation of the Directors’ assessment that was consistent with the evidence we obtained.
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 12 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.
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. 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 overleaf.
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 2021 is consistent with the financial statements and has been
prepared in accordance with applicable legal requirements.
S
4
Capital Annual Report and Accounts 2021 105
3
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.
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 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 manipulation of significant estimates
including revenue recognition, acquisition adjustments and material allocations of value between amortising
intangibles, goodwill and share-based payments. 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:
•
discussions with management, the Audit and Risk Committee and the Group’s legal advisors, including
consideration of known or suspected instances of non-compliance with laws and regulations and fraud;
•
evaluation of management’s controls designed to prevent and detect irregularities:
•
challenging assumptions and judgments made by management in their significant accounting estimates,
inparticular in relation to revenue recognition (see related Key Audit Matter) and purchase price allocation
(seerelated Key Audit Matter); and
•
identifying and testing journal entries, in particular any journal entries posted with unusual account combinations
and period end journals.
Independent auditors’ report to the members
ofS
4
Capital plc continued
S
4
Capital Annual Report and Accounts 2021106
Governance Report
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.
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 four years, covering the years ended 31 December 2018 to
31 December 2021.
Other matter
In due course, as required by the Financial Conduct Authority Disclosure Guidance and Transparency Rule 4.1.14R,
these financial statements will 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 will be 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
14 May 2022
S
4
Capital Annual Report and Accounts 2021 107
3
Consolidated statement of profit or loss
For the year ended 31 December 2021
Notes
2021
£000
2020
£000
Revenue 6 6 8 6,6 01 3 42, 6 87
Cost of sales 1 26,338 47, 5 0 5
Gross profit 56 0, 26 3 2 9 5 ,1 8 2
Personnel costs 7 412 , 5 3 7 2 0 5 ,13 5
Other operating expenses 7 4 9,8 2 9 3 0, 5 61
Acquisition and set-up related expenses 7 83,496 14 , 3 3 8
Depreciation and amortisation 7 56,456 3 7, 0 15
Total operating expenses 602 ,318 2 8 7, 0 4 9
Operating (loss)/profit (42,0 55 ) 8 ,1 3 3
Adjusted operating profit 94,808 5 7, 9 5 0
Adjusting items 26 (1 36,863 ) (49,8 1 7 )
Operating (loss)/profit (42,0 55 ) 8 ,1 3 3
Finance income 8 1,0 3 2 698
Finance expenses 8 (13 , 2 8 3 ) (5 ,7 3 5 )
Net finance expenses (12 , 2 51 ) (5 ,0 37 )
Loss on the net monetary position (1, 3 4 4 ) –
Loss/profit before income tax (55 ,65 0 ) 3, 096
Income tax expense 9 (1, 0 6 5 ) (7, 0 2 5 )
Loss for the year (5 6 ,7 15 ) (3,929 )
Attributable to owners of the Company (5 6 , 715 ) (3,929 )
Attributable to non-controlling interests – –
(5 6 ,7 15 ) (3,929 )
Loss per share is attributable to the ordinary equity holders of
theCompany
Loss per share (pence) 10 (10. 3 ) (0.8 )
Diluted loss per share (pence) 10 (10 . 3 ) (0.8 )
The accompanying notes on pages 113 to 160 form an integral part of the financial statements.
S
4
Capital Annual Report and Accounts 2021108
Financial statements
Consolidated statement of comprehensive income
For the year ended 31 December 2021
2021
£000
2020
£000
Loss for the year (5 6 ,7 15 ) (3,929 )
Other comprehensive (loss)/income
Items that may be reclassified to profit or loss
Foreign operations – foreign currency translationdifferences (6, 358 ) 2, 9 0 5
Total other comprehensive (loss)/income (6,35 8 ) 2,9 0 5
Total comprehensive loss for the year (63 ,073 ) (1, 0 2 4 )
Attributable to owners of the Company (6 3, 073 ) (1, 0 24 )
Attributable to non-controlling interests – –
(6 3, 073 ) (1, 0 24 )
The accompanying notes on pages 113 to 160 form an integral part of the financial statements.
S
4
Capital Annual Report and Accounts 2021 109
3
Consolidated balance sheet
At 31 December 2021
Notes
2021
£000
2020
Restated
1
£000
Assets
Non-current assets
Intangible assets 11 9 8 0 , 9 15 8 0 1, 0 6 6
Right-of-use assets 19 36,6 08 26,8 30
Property, plant and equipment 12 21, 5 4 8 14 , 5 3 7
Deferred tax assets 13 6, 526 2,0 6 8
Other receivables 15 3 ,1 8 5 2 ,1 2 5
Current assets
Trade and other receivables 16 335,498 18 1,7 0 8
Cash and cash equivalents 17 3 01,021 1 42,052
Total assets 1, 6 8 5 , 3 01 1,17 0 , 3 8 6
Liabilities
Non-current liabilities
Deferred tax liabilities 13 6 8 , 47 8 5 9,7 9 4
Loans and borrowings 18 3 0 8 , 571 4 4 , 8 19
Lease liabilities 19 31, 4 2 3 20, 86 0
Contingent consideration 3 1 , 74 9 3 2, 59 3
Other payables 20 2,84 5 1, 9 41
Current liabilities
Trade and other payables 20 32 4,05 9 19 1, 0 6 9
Contingent consideration and holdback 8 6, 370 37,330
Loans and borrowings 18 2, 523 45,623
Lease liabilities 19 1 0,545 8 ,10 0
Tax liabilities 20 17, 5 0 0 12 , 4 8 0
Total liabilities 884, 063 4 54,6 09
Net assets 8 0 1, 2 3 8 7 1 5, 777
Equity
Share capital 21 1 38,82 7 13 5 , 516
Reserves 21 6 6 2 , 311 5 8 0 ,16 1
Attributable to owners of the Company 8 0 1 ,1 3 8 7 15 , 6 7 7
Non-controlling interests 21 10 0 10 0
Total equity 8 0 1, 2 3 8 7 1 5, 777
Note:
1. Restated for the initial accounting for the business combinations of Decoded, Metric Theory, Orca Pacific and Brightblue as required by IFRS 3.
Details are disclosed in Note 4.
The accompanying notes on pages 113 to 160 form an integral part of the financial statements.
The financial statements on pages 108 to 166 were approved by the Board of Directors on 14 May 2022 and signed
onits behalf by:
Sir Martin Sorrell Mary Basterfield
Executive Chairman Group Chief Financial Officer
Company’s registered number: 10476913
S
4
Capital Annual Report and Accounts 2021110
Financial statements
Consolidated statement of cash flows
For the year ended 31 December 2021
Notes
2021
£000
2020
£000
Cash flows from operations 23 68 ,496 72,428
Income taxes paid (1 3 , 8 74 ) (10,75 8 )
Net cash flows from operating activities 54 ,622 61, 6 7 0
Cash flows from investing activities
Investments in intangible assets 11 (3 ,45 8 ) (34 )
Investments in property, plant and equipment 12 (11 ,11 9 ) ( 7, 3 9 6 )
Acquisition of subsidiaries, net of cash acquired (86,604 ) (1 2 4 ,1 5 5 )
Tax paid as result of acquisition (5 ,116 ) –
Financial fixed assets (323 ) 871
Cash flows from investing activities (10 6 , 6 2 0 ) (1 3 0 , 7 14 )
Cash flows from financing activities
Proceeds from issuance of shares 1 ,1 4 3 113 , 3 8 6
Additional borrowings during the year 18 3 42, 99 4 45,622
Payment of lease liabilities 19 (10, 9 0 3 ) (12, 1 75 )
Repayments of loans and borrowings 18 (11 0 , 8 9 5 ) –
Transaction costs paid on borrowings (8 ,379 ) (24 4 )
Interest paid (5,5 30 ) (74 2 )
Cash flows from financing activities 20 8,4 30 14 5 , 8 47
Net movement in cash and cash equivalents 1 56 ,43 2 76 , 8 0 3
Cash and cash equivalents beginning of the year 142,052 6 6 ,10 6
Exchange gain/(loss) on cash and cash equivalents 23 638 (8 57 )
Cash and cash equivalents at 31 December
1
Note:
1. Including bank overdrafts of £1.9 million. Details are disclosed in Note 17.
The accompanying notes on pages 113 to 160 form an integral part of the financial statements.
S
4
Capital Annual Report and Accounts 2021 111
3
Consolidated statement of changes in equity
Equity Notes
Number of
shares
Share
capital
£000
Share
premium
£000
Merger
reserves
£000
Other
reserves
1
£000
Foreign
exchange
reserves
£000
Accumu-
lated
losses
£000
Total
£000
Non-
controlling
interests
£000
Total
equity
£000
Balance at
1January 2020 469,227,259 117, 3 0 7 174 , 3 0 2 2 0 5 , 7 17 (1 ,1 6 0 ) (18,75 0 ) (11, 215 ) 4 66 , 201 10 0 46 6, 3 01
Comprehensive
loss for the year
Loss for the year – – – – – – (3,929 ) (3,9 29 ) – (3,929 )
Foreign currency
translation
differences – – – – – 2,9 05 – 2,9 0 5 – 2,9 0 5
Total
comprehensive
loss for the year – – – – – 2, 9 05 (3,929 ) (1, 0 24 ) – (1, 0 2 4 )
Transactions
with owners of
the Company
Issue of Ordinary
Shares 21 36,766,642 9 ,1 9 2 1 03,995 – – – – 11 3 ,1 8 7 – 11 3 ,1 8 7
Business
combinations 21 34,744,022 8, 686 84,5 64 – 28,6 55 – – 121, 9 0 5 – 121, 9 0 5
Employee share
schemes
21 1,327,5 35 3 31 1 ,334 – (4 54 ) – 11, 9 6 3 1 3 ,174 – 13 ,174
Balance as
previously
reported 542,065,458 13 5 , 5 16 3 6 4 ,19 5 2 0 5 , 7 17 2 7,0 41 (15 , 8 4 5 ) (3 ,1 8 1 ) 7 13 , 4 4 3 10 0 71 3,543
Restatement
2
4 – – – – 2 ,234 – – 2 ,234 – 2 ,234
Balance as at 31
December 2020 542,065,458 13 5 , 51 6 3 6 4 ,19 5 2 0 5 , 7 17 2 9 , 275 (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 ,7 15 ) – (5 6 , 715 )
Foreign currency
translation
differences – – – – – (6,358 ) – (6, 358 ) – (6,3 58 )
Hyperinflation
revaluation – – – – 1, 6 3 3 – – 1, 6 3 3 – 1, 6 3 3
Total
comprehensive
loss for the year – – – 1, 6 3 3 (6,358 ) (5 6 , 715 ) (6 1, 4 4 0 ) – (6 1, 4 4 0 )
Transactions
with owners of
the Company
Issue of Ordinary
Shares – – – – – – – – – –
Business
combinations 21 13, 242,114 3 , 3 11 8 2 ,7 15 – 45,856 – – 131, 8 8 2 – 131, 8 8 2
Employee share
schemes 22 – – – – (11 0 ) – 15 ,12 9 15, 0 19 – 15 , 01 9
Balance as at 31
December 2021 555,307,572 13 8 , 8 2 7 446,910 2 0 5 , 7 17 76, 65 4 (22,203 ) (4 4 ,767 ) 8 0 1 ,1 3 8 10 0 8 01, 2 3 8
Notes:
1. Other reserves include the deferred equity consideration of £77 .0 million, made up of the following: Decoded for £47.9 million, Raccoon for £16.8 million,
Cashmere for £6.9 million and Zemoga £5.4 million (2020: £28. 9 million), the treasury shares issued in the name of S
4
Capital Group to an employee
benefit trust for the amount of £2.5 million (2020: £ 3.8 million), and hyperinflation impact in Argentina of £1 .6 m (2020: nil).
2. Restated deferred equity consideration for the business combination of Decoded as required by IFRS 3. Details are disclosed in Note 4.
The accompanying notes on pages 113 to 160 form an integral part of the financial statements.
S
4
Capital Annual Report and Accounts 2021112
Financial statements
1. General information
4
Capital’ or ‘Company’), is a public Company , limited by shares, incorporated on 14 November
2016 in the United Kingdom 12 St James’s Place, London SW1A 1NX,
The consolidated financial statements represent the results of the Company and its subsidiaries (together referred to
as ‘S
4
Capital Group’ or the ‘Group’). An overview of the subsidiaries is included in Note 14.
2. Basis of preparation
A. Statement of compliance
On 31 December 2020, IFRS as adopted by the European Union at that date was brought into UK law and became
UK-adopted International Accounting Standards, with future changes being subject to endorsement by the UK
Endorsement Board. S
4
Capital transitioned to UK-adopted International Accounting Standards in its Company
financial statements on 1 January 2021. This change constitutes a change in accounting framework. However, there is
no impact on recognition, measurement or disclosure in the period reported as a result of the change in framework.
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.
The consolidated financial statements were authorised for issue by the Board of Directors on 14 May 2022.
B. Functional and presentation currency
The consolidated financial statements are presented in Pound Sterling (£ or GBP), the Company’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.
The accounting principle have been consistently applied over the reporting periods.
Going concern
The directors have considered the ability of the Group and Company to continue as a going concern.
To date, the tragedy of covid-19 has only accelerated the speed of digital transformation and disruption at consumer,
media and enterprise levels. These results confirm that S
4
Capital is currently in a growth sweet spot and that its
strategy built around its digital only, faster, better, cheaper, unitary, ‘holy trinity’ model, which combines first party
data with digital content, data and digital media, is migrating from brand awareness and trial to conversion at scale.
As mentioned in its preliminary results announcement, the Group is forecasting significant growth for 2022 and 2023.
The directors have considered the Group’s cash flow forecasts for the period up to 31 December 2023 under base and
severe but plausible downside scenarios, with consideration given to the uncertainties like inflation and the covid-19
pandemic and the impact of those uncertainties on growth rates, the wider macro-economic environment, and the
Group. The key assumptions in the base case are growth rates in line with the Group’s board approved 2022-24 three-
year plan, which calls for a like-for-like doubling of top line and EBITDA levels returning to prior levels. Plausible but
severe downside scenarios take into consideration the two years of experience of the actual impact of covid-19 on
the Group during 2021 and 2020. Management believes these forecasts have been prepared on a prudent basis and
have consideration of possible effects on the growth rates, trading performance and a number of available mitigating
cost actions.
The Group has considerable financial resources available. As at 31 December 2021, the Group has £401 million
in financial resources (cash and cash equivalent balances of £301 million, and a five year £100 million equivalent
undrawn multicurrency senior secured revolving credit facility). The facilities are intended to cover the financing of the
cash portion of any acquisition consideration and associated acquisition costs and have to provide the Group with
sufficient working capital.
The Board is satisfied that the Group and Company will be able to operate within the level of its current debt and RCF
facilities and has sufficient liquidity to meet its financial obligations as they fall due for a period of at least 12 months
Notes to the consolidated financial statements
S
4
Capital Annual Report and Accounts 2021 113
3
Notes to the consolidated financial statements continued
from the date of signing these financial statements. For this reason, the Group and Company continue to adopt the
going concern basis in preparing its financial statements.
D. Critical accounting estimates and judgments
In preparing these consolidated financial statements, S
4
Capital Group makes certain estimates and judgments.
Estimates and judgments 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 estimates and judgments.
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.
Judgments
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 judgment 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’, ‘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 Note 26.
Judgmental tax positions
The Group is subject to sales tax in a number of jurisdictions. Judgment 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.
Impairment – assessment of CGUs and assessment of indicators of impairment
Where possible, impairment is assessed at the level of individual assets. When, however, this is not possible, then the
Cash Generating Unit (‘CGU’) level is used. A CGU is the smallest identifiable asset or group of assets that generates
independent cash flows. Judgment is applied to identify the Group’s CGUs; however, they are principally comprised of
the Group’s operating segments. This is on the basis that each of these segments are integrated operating businesses
and represent the lowest level at which independent cash flows are generated. External and internal factors as
described in IAS 36 are monitored for indicators of impairment. Where management have concluded that such an
indication of impairment exists then the recoverable amount of the asset is assessed. Management’s approach
for determining the recoverable amount of a CGU is based on the higher of value in use or fair value less cost to
dispose. In this case, value in use is the higher of the two. Value in use calculations are compared with the carrying
value of the CGU assets. Generally, discounted cash flow models, based on budgets and a growth rate, are used to
determine the recoverable amount of CGUs. The appropriate estimates and assumptions used include significant
estimation uncertainty.
Goodwill is always allocated to a CGU and never considered in isolation. The results of impairment reviews conducted
at the end of the year are disclosed in Note 11 for those relating to goodwill. The variables used in the assessment of
the recoverable amount include:
•
budgets and estimated growth rate;
•
discount rate used to calculate present value of future cash flows.
Revenue recognition
Judgment is required in assessing as to recognise revenue over time or at a point in time, specifically for fixed fee
contracts. Further details are set out in the accounting policy Note C. Revenue recognition.
S
4
Capital Annual Report and Accounts 2021114
Financial statements
Estimates and assumptions
Measurement of consideration and assets and liabilities acquired as part of business combinations
Estimates are required to value the assets and liabilities acquired in business combinations. Intangible assets such as
brands are commonly a core part of an acquired business as they allow us to obtain more value than would otherwise
be possible.
In the financial year 2021, the following businesses were acquired:
•
TOMORROW
•
STAUD STUDIOS
•
Datalicious
•
Jam3
•
Raccoon
•
Destined
•
Cashmere
•
Zemoga
•
Miyagi
•
Maverick
We involved external professionals to advise on the valuation techniques and key assumptions in the valuation of
the material acquisitions. The judgments made are based on frequently used valuation techniques such as the
‘relief from royalty method’ for brands, the ‘excess earnings method’ for customer relationships and order backlog.
This input, combined with our internal knowledge and expertise on the relevant market growth opportunities,
enabled us to determine the appropriate brands, customer relationships and order backlog valuations. Additionally,
contingent consideration depends on an acquired business achieving targets within a fixed period. Estimates of future
performance are required to calculate the obligations at the time of acquisition and at each subsequent reporting date.
Contingent consideration, which may include revenue threshold milestones is fair valued at the date of acquisition
using decision-tree analysis with key inputs including revenue projections based on the Group’s internal forecasts.
Unsettled amounts of consideration are held at fair value within payables with changes in fair value recognised
immediately in the profit and loss statement. See Note 4 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.
Further information about the assumptions made in measuring fair values is included in the applicable Notes.
F. Presentation of the income statement
For the presentation of the operating expenses in the income statement, the Group uses the nature of expense
method, because this method provides information about expenses arising from the main inputs that are
consumed in order to accomplish the Group’s business activities—such as employees (labour and other employee
benefits), and equipment (depreciation) and intangibles (amortisation). For the presentation of the gross profit
in the income statement, the Group uses the function method, because this in line with the Group’s internal
performance measurement.
S
4
Capital Annual Report and Accounts 2021 115
3
G. New and amended standards and interpretations adopted by the Group
In financial year 2021, the following amendments to standards and interpretations became effective:
Interest Rate Benchmark Reform - phase 2
The amendments Interest Rate Benchmark Reform – phase 2 (amendments to IFRS 9, IAS 39, IFRS 7, IFRS 4 and
IFRS 16) issued by the IASB were effective from 1 January 2021. The amendments provide relief on certain existing
requirements in IFRS Standards, relating to modifications of financial instruments and lease contracts or hedging
relationships triggered by a replacement of a benchmark interest rate in a contract with a new alternative benchmark
rate, as a result of Interest Rate Benchmark Reform. There has been no material impact to the Group’s financial
statements as a result of the application of these amendments.
Covid-19 Related Rent Concessions beyond 30 June 2021
The amendment to IFRS 16, Covid-19-Related Rent Concessions beyond 30 June 2021 issued by the IASB was
effective from 1 April 2021. It provides an extension to the period under which practical relief to lessees could be
applied in accounting for rent concessions occurring as a direct consequence of covid-19, as introduced in the
original amendment, Covid-19-Related Concessions (amendment to IFRS 16). There has been no material impact to
the Group’s financial statements as a result of the application of this amendment.
IFRIC Agenda Decision on Accounting Treatment for Configuration and Customisation Costs in a Cloud
Computing Arrangement
In April 2021, an IFRIC agenda decision was issued in relation to the accounting treatment for configuration and
customisation costs in a cloud computing arrangement. This guidance clarified that in order for an intangible asset
to be capitalised in relation to customisation and configuration costs in a software-as-a-service (SaaS) arrangement,
it is necessary for there to be control of the underlying software asset or for there to be a separate intangible asset
which meets the definition in IAS 38 Intangible Assets. There has been no material impact to the Group’s financial
statements as a result of the application of this interpretation.
H. 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 2021 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.
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
4
Capital Group. To be considered a business, an acquisition has to include an input and a substantive process
that together significantly contribute to the ability to create outputs. The consideration transferred in the acquisition
is measured at fair value, as are the identifiable net assets acquired. Any goodwill that arises is tested annually for
impairment. Any gain on a bargain purchase is recognised in the profit or loss immediately. Transaction costs are
expensed as incurred, except if related to the issue of debt or equity securities. The consideration transferred does
not include amounts related to the settlement of pre-existing relationships. Such amounts, to the extent that they
exceed the settlement amounts, are recognised in the profit or loss.
Any deferred consideration payable is measured at fair value at the acquisition date. If an obligation to pay deferred
consideration that meets the definition of a financial instrument is classified as equity, then it is not remeasured, and
settlement is accounted for within equity. Otherwise, other deferred consideration is remeasured at fair value at each
reporting date and subsequent changes in the fair value of the deferred consideration are recognised in profit or loss.
Any contingent consideration payable is measured at fair value at the acquisition date. Some contingent consideration
arrangements might be tied to continued employment of the acquiree’s employees. These arrangements are generally
recognised as employee compensation expense in the post-combination period.
Notes to the consolidated financial statements continued
S
4
Capital Annual Report and Accounts 2021116
Financial statements
Subsidiaries
Subsidiaries are entities controlled by the Company. The Company controls an entity when it 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 over the entity. The financial statements of subsidiaries are included in the consolidated financial statements
from the date on which control commences until the date on which control ceases.
The Company recognises non-controlling interests in an acquired entity at the non-controlling interest’s proportionate
share of the acquired entity’s net identifiable assets. Non-controlling interests within equity and within profit or loss for
the year are presented separately.
Transactions eliminated on consolidation
Intra-Group balances and transactions, and any unrealised income and expenses arising from intra-Group
transactions, are eliminated. Unrealised losses are eliminated in the same way as unrealised gains, but only to the
extent that there is no evidence of impairment.
B. Segment reporting
Operating segments are reported in a manner consistent with the internal reporting provided to the chief operating
decision maker. The chief operating decision maker has been identified as the Board of Directors. During the reporting
period the Group was active in Content, Data&Digital Media and Technology Services. More detailed information is
included in Note 6.
C. Revenue recognition
S
4
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. During the
reporting period S
4
Capital Group combined with Zemoga, building a third practice area around technology services.
S
4
Capital Group operates in the following operating segments:
•
The Content practice consists of both short-term, one to six months, projects with fixed pricing and also projects
with longer-lasting characteristics with prices that are mostly based on actual time spent.
•
The Data&Digital Media practice consists of full-service campaign management analytics, creative production and
ad serving, platform and systems integration and transition and training and education. Revenue from this segment
is generated primarily from marketing platform services, various consulting arrangements and pass-through media.
For contracts from customers where the Company is acting as an agent, pass-through expenses are deducted
from revenue and cost of sales.
•
The Technology Services practice consists of digital transformation services in delivering advanced digital product
design, engineering services and delivery services. The services consist of breadth of in-demand and specialised
capabilities to deliver on customers’ digital product needs with prices that are mostly based on actual time spent.
Determining the transaction price
Billings comprise all gross amounts billed, or billable to clients and is stated exclusive of VAT and sales taxes.
Billings is a non-GAAP measure and is included as it influences the quantum of trade and other receivables due to be
recognised at a point in time. The balancing figure between billings and revenue is represented by costs incurred on
behalf of clients with whom we operate as an agent. Revenue is stated exclusive of VAT and sales taxes. Net revenue
is exclusive of third-party costs recharged to our clients where we are acting as principal.
Measurement of revenue
S
4
Capital Group determines all the separate performance obligations within the customers’ contract at contract
inception. In general, S
4
Capital Group satisfies a performance obligation and recognises revenue over time. This is
assessed on a contract by contract basis. In many cases, revenue is recognised over time because the customer
consumes the service as it is performed or in the case where content is created, the customer takes control of
that content throughout as it is produced. In some cases, there is no clear consumption by the customer or limited
activities that transfer to the customer. In these cases, revenue is recognised over time if the asset has no alternative
use to the Group and the Group is entitled to payment for performance-to-date. The asset for each project is
produced to a customer’s specification and the asset can only be used by the customer. Entitlement is in some cases
obtained through milestone payments that are paid with adequate frequency to represent performance-to-date.
In limited cases, where no such evidence exists to recognise revenue over time, revenue might be recognised at a
point in time generally when the services or created content is delivered to the customer.
S
4
Capital Annual Report and Accounts 2021 117
3
Notes to the consolidated financial statements continued
For each performance obligation that is satisfied over time, revenue is recognised by measuring progress towards
completion of that performance obligation. Judgment is applied in contracts with customers that significantly affect
the determination of the amount and timing of revenue from contracts with customers. Revenue recognised over
time is based on the proportion of the level of services performed. For short-term contracts within the Content
Practice, costs incurred are used as an objective measure of performance. The primary input of substantially all work
performed under these contracts is labour. If such information is not available, management estimates the proportion
of service performed based on internal guidelines reflecting the level of effort required for each stage.
Where the total project costs exceed the project revenue, the loss is recognised in cost of sales in the statement of
profit or loss. A provision is recognised for such loss.
For projects which are sold on a time and material basis and meet the criteria of recognising revenue over time, the
revenue is recognised as the service is performed at the rate contracted on a time and material basis.
Transaction revenue is recognised at a point in time once the transaction has occurred and is billed at the rate as per
the contract.
Accrued income and deferred income arising on contracts are included in trade and other receivables as accrued
income (contract assets) and in trade and other payables as deferred income (contract liabilities), as appropriate.
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.
Revenue is recognised when the revenue recognition criteria as disclosed above for each contract have been met.
Practical exemptions
S
4
Capital Group has applied the practical exemptions in IFRS 15:
•
not to account for significant financing components where the time 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.
Cost of sales
Cost of sales represents the direct and indirect expenses that are attributable to the services or created content sold,
recognised in the income statement as the expenses are incurred.
D. Foreign currency
The main currencies for S
4
Capital Group are the US dollar (USD), Euro (EUR) and Pound Sterling (£).
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, results of the foreign entities are translated from the local currencies to Pound Sterling, the
presentation currency of the S
4
Capital Group, using average exchange rates during the period. All assets and
liabilities are translated from the local functional currency to Pound Sterling using the reporting year end exchange
rates. 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 profit or loss as a reclassification adjustment upon disposal of the foreign operation.
S
4
Capital Annual Report and Accounts 2021118
Financial statements
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
4
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
S
4
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 22.
Defined contribution plans
S
4
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.
F. Hyperinflation in Argentina
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 2021, this resulted in an increase in property, plant and equipment of £0.4 million, an increase in equity of
£1.6 million and an income tax credit of £0.5 million on the balance sheet. The impact on other non-monetary assets
and liabilities in the year was immaterial. In 2021, this resulted in a loss on the net monetary position of £1.3 million
and an income tax credit of £0.5 million in the income statement. The FACPCE price index (Federación Argentina
de Consejos Profesionales de Ciencias Económicas) of 582.5 was used at 31 December 2021 (2020: 385.8).
The movement in this index during 2021 was 50.9%. Comparative amounts were not restated for hyperinflation as the
business in Argentina was not material for the Group prior to 2021.
G. Income tax
Income tax expense comprises current and deferred tax. It is recognised in 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. The amount of current tax payable or
receivable is the best estimate of the tax amount expected to be paid or received that reflects uncertainty related to
income taxes, if any. 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.
Deferred tax
Deferred tax is recognised in respect of temporary differences between the carrying amounts of assets and liabilities for
financial reporting purposes and the amounts used for taxation purposes, except for temporary differences arising on:
•
the initial recognition of goodwill;
•
the initial recognition of assets or liabilities in a transaction which is not a business combination and that affects
neither accounting nor taxable profit or loss;
•
investments in subsidiaries where the Group is able to control the timing of the reversal of the difference and it is
probable that the difference will not reverse in the foreseeable future.
S
4
Capital Annual Report and Accounts 2021 119
3
Notes to the consolidated financial statements continued
Deferred tax assets are recognised for unused tax losses, unused tax credits and deductible temporary differences to
the extent that it is probable that future taxable profits will be available against which they can be used. It is measured
using tax rates enacted or substantively enacted at the reporting date. Deferred tax assets are reviewed at each
reporting date and are reduced to the extent that it is no longer probable that the related tax benefit will be realised;
such reductions are reversed when the probability of future taxable profits improves. Unrecognised deferred tax
assets are reassessed at each reporting date and recognised to the extent that it has become probable that future
taxable profits will be available against which they can be used.
H. Intangible assets
Recognition and measurement
Where an acquisition is made close to the year end, the standards permit provisional amounts to be used and
subsequently remeasured up to 12 months from acquisition, as such intangibles is considered provisional as
highlighted in Note 4.
Goodwill
S
4
Capital Group uses the acquisition method of accounting for the acquisition of subsidiaries. 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.
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.
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 10 – 16.5 years
•
Order backlog 3 – 12 months
•
Others 3 – 5 years
Amortisation methods and useful lives are reviewed at each reporting date and adjusted if appropriate.
S
4
Capital Annual Report and Accounts 2021120
Financial statements
I. Leases
From 1 January 2019, 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. Interest expense is charged to the profit or loss over the lease
period. 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.
Assets and liabilities arising from a lease are initially measured on a present value basis. The lease payments are
discounted using the interest rate implicit in the lease. If that rate cannot be determined, the lessee’s incremental
borrowing rate is used, being the rate that the lessee would have to pay to borrow funds necessary to obtain an asset
of similar value in a similar economic environment with similar terms and conditions.
Right-of-use assets are measured at cost compromising the amount of the initial measurement of the lease liability,
any lease payments made at or before the commencement date less any lease incentives received, any initial
direct costs, and restoration costs. 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.
The Group has elected to use the exemption not to recognise right-of-use assets and lease liabilities for short term
leases that have a lease term of 12 months or less and leases of low value assets. The payments associated with
these leases are recognised as operating expenses over the lease term.
J. 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:
•
Right-of-use assets See I. Leases
•
Leasehold improvements Over life of lease (5 – 10 years)
•
Furniture and fixtures 5 years
•
Hard- and software 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.
K. Impairment of non-financial assets
Impairment of goodwill
Goodwill is allocated to the appropriate cash generating units (CGUs). Goodwill is not amortised but is tested
annually for impairment or whenever events or changes in circumstances indicate that the carrying amount may not
be recoverable. The recoverable amount is determined based on value in use calculations. The use of this method
requires the estimation of future cash flows and the determination of a discount rate in order to calculate the present
value of the cash flows.
Any impairment in carrying value is charged to the consolidated statement of profit or loss. An impairment loss
recognised for goodwill cannot be reversed.
Impairment of other non-financial assets
Other non-financial 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. Other non-financial 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.
S
4
Capital Annual Report and Accounts 2021 121
3
L. Financial instruments
Financial instruments include non-current other receivables, trade and other receivables, cash and cash equivalents,
loans and borrowings, other non-current liabilities, trade payables and other payables.
Financial assets and financial liabilities – recognition and derecognition
S
4
Capital Group initially recognises financial assets and financial liabilities issued on the date when they
are originated.
S
4
Capital Group derecognises a financial asset when the contractual rights to the cash flows from the asset expire,
or it transfers the rights to receive the contractual cash flows in a transaction in which substantially all the risks
and rewards of ownership of the financial asset are transferred, or it neither transfers nor retains substantially all
of the risks and rewards of ownership and does not retain control over the transferred asset. Any interest in such
derecognised financial assets that is created or retained by S
4
Capital Group is recognised as a separate asset
or liability.
S
4
Capital Group derecognises a financial liability when its contractual obligations are discharged or cancelled
or expire.
Financial assets and financial liabilities are offset, and the net amount presented in the statement of financial position
if, and only if, S
4
Capital Group has a legal right to offset the amounts and intends either to settle them on a net basis
or to realise the asset and settle the liability simultaneously.
Financial assets – measurement
Financial assets at amortised cost
These assets are initially recognised at fair value plus any directly attributable transaction costs. Subsequent to initial
recognition, they are measured at amortised cost using the effective interest method, less loss allowances.
Trade receivables
Trade receivables are measured at their transaction price less loss allowance. See Notes 5 and 16 for
further information about the Group’s accounting for trade receivables and for a description of the Group’s
impairment policies.
Financial liabilities – measurement
Financial liabilities are initially recognised at fair value less any directly attributable transaction costs. Subsequent to
initial recognition, these liabilities are measured at amortised cost using the effective interest method.
Trade payables
These amounts represent liabilities for goods and services provided to the Group prior to the end of the financial
year which are unpaid. The amounts are unsecured and are usually paid within 30 to 120 days of recognition.
Trade payables are presented as current liabilities unless payment is not due within 12 months after the reporting
period. They are recognised initially at their fair value and subsequently measured at amortised cost using the
effective interest method.
Notes to the consolidated financial statements continued
S
4
Capital Annual Report and Accounts 2021122
Financial statements
M. Impairment of financial assets
Loss allowances for financial assets are based on assumptions about risk of default and expected loss rates.
The Group uses judgment in making these assumptions and selecting the inputs to the impairment calculation,
based on the Group’s past history, existing market conditions as well as forward looking estimates at the end of each
reporting period. Financial assets are measured through a loss allowance at an amount equal to:
•
the 12-month expected credit losses (expected credit losses that result from those default events on the financial
instrument that are possible within 12 months after the reporting date); or
•
full lifetime expected credit losses (expected credit losses that result from all possible default events over the life of
the financial instrument).
A loss allowance for full lifetime expected credit losses is used for a financial instrument if the credit risk of that
financial instrument has increased significantly since initial recognition, as well as to trade receivables.
For all other financial instruments, expected credit losses are measured at an amount equal to the 12-month expected
credit losses.
The loss allowance for financial instruments is measured at an amount equal to lifetime expected losses if the credit
risk of a financial instrument has increased significantly since initial recognition, unless the credit risk of the financial
instrument is low at the reporting date in which case it can be assumed that credit risk on the financial instrument has
not increased significantly since initial recognition. The credit risk is considered low if there is a low risk of default, the
borrower has a strong capacity to meet its contractual cash flow obligations in the near term and adverse changes in
economic and business conditions in the longer term may, but will not necessarily, reduce the ability of the borrower
to fulfil its contractual cash flow obligations. It is presumed the credit risk has increased significantly when contractual
payments are more than 30 days past due. If a significant increase in credit risk that had taken place since initial
recognition and has reversed by a subsequent reporting period (cumulatively credit risk is not significantly higher than
at initial recognition) then the expected credit losses on the financial instrument revert to being measured based on an
amount equal to the 12-month expected credit losses.
The Group applies the simplified approach to measuring expected credit losses which uses a lifetime expected loss
allowance for all trade receivables. To measure the expected credit losses, trade receivables have been grouped
based on shared credit risk characteristics and the days past due.
N. Equity
Financial instruments issued by the Group are treated as equity only to the extent that they do not meet the definition
of a financial liability. 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.
O. 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 and received are included in cash flows from operating activities. Dividends received are included
in cash flows from investing activities and interest paid and dividends paid are included in cash flows from financing
activities. Purchase consideration paid for acquired subsidiaries is included in cash flows from investing activities,
insofar as the acquisition is settled in cash. Principal elements of lease payments are included in cash flows
from financing activities. Cash and cash equivalents of the acquired subsidiaries is deducted from the purchase
consideration. Transactions not resulting in inflow or outflow of cash are not included in the cash flow statement.
S
4
Capital Annual Report and Accounts 2021 123
3
4. Acquisitions
A. Business Combinations
Details of the fair value of identifiable assets and liabilities acquired, purchase consideration and goodwill of the
subsidiaries acquired in the financial year 2021 are as follows:
Jam3
£000
Raccoon
£000
Cashmere
£000
Zemoga
£000
Others
£000
Total
£000
Intangible assets – Customer relationships 20,713 14,907 17,703 26,053 7,176 86,552
Intangible assets – Brand names 573 553 535 638 505 2,804
Intangible assets – Order backlog 1,243 – 466 1,252 586 3,547
Intangible assets – Software 661 168 – – – 829
Property, plant and equipment,
ROUassets 832 1,175 2,670 954 3,218 8,849
Cash and cash equivalents 3,233 546 8,611 1,393 2,056 15,839
Trade and other receivables 4,513 3,719 2,885 4,874 4,927 20,918
Other non-current assets 38 9 145 369 142 703
Trade and other payables (3,871) (695) (8,629) (4,003) (4,699) (21,897)
Current taxation (6,550) (865) (322) (37) (665) (8,439)
Lease liabilities (461) (684) (2,697) (125) (2,387) (6,354)
Other non-current liabilities – (25) – (792) (1,471) (2,288)
Deferred taxation (1,178) – (5,237) (7,79 0 ) (2,132) (16,337)
Net assets 19,746 18,808 16,130 22,786 7, 256 84,726
Goodwill 18,564 14,955 29,308 41,069 31,079 134,975
Total purchase consideration 38,310 33,763 45,438 63,855 38,335 219,701
Payment in kind (common stock) 16,176 – 16,647 12,509 10,904 56,236
Cash 10,785 16,862 19,843 16,216 13,498 77,204
Deferred consideration – 16,834 6,156 5,454 – 28,444
Contingent consideration 11,349 67 2,792 29,676 13,933 57,817
Total purchase consideration 38,310 33,763 45,438 63,855 38,335 219,701
Cash purchase consideration 10,785 16,862 19,843 16,216 13,498 77,204
Cash and cash equivalents 3,233 546 8,611 1,393 2,056 15,839
Cash outflow on acquisition
(net of cashacquired) 7,552 16,316 11, 232 14,823 11,442 61,365
With all business combinations 100% of the voting equity interest has been acquired.
The assets and liabilities in the table above remain provisional as the purchase price allocation have not been fully
finalised at the end of the reporting period.
Notes to the consolidated financial statements continued
S
4
Capital Annual Report and Accounts 2021124
Financial statements
In 2021, S
4
Capital Group combined with the following businesses:
Content practice
Jam3
On 25 March 2021, S
4
Capital plc announced (completed and control passed on 4 May 2021) the combination of
MediaMonks with Jam3, a Toronto-based design and experience agency, for a total consideration of £38.3 million.
Since the acquisition date, Jam3 contributed £19.9 million to the Group’s revenue and £2.7 million of profit for the year
ended 31 December 2021.
Cashmere
On 3 September 2021, S
4
Capital plc announced (completed and control passed on 3 September 2021) the
combination of Media.Monks with Cashmere, an iconic and creative marketing agency based in Los Angeles, for a
total consideration of £45.4 million. Since the acquisition date, Cashmere contributed £13.5 million to the Group’s
revenue and £0.9 million profit for the year ended 31 December 2021. Once the opening balance sheet is finalised
the purchase price allocation can be concluded and therefore the calculated goodwill is provisional. During the
measurement period in 2022, S
4
Capital plc will obtain the information necessary to identify and measure the assets
and liabilities and retrospectively adjust the provisional amounts recognised at the acquisition date.
Other Content practice
Other combinations in 2021 of the Group’s Content practice were:
•
On 11 January 2021, S
4
Capital plc announced the combination with TOMORROW, an award-winning Shanghai-
based creative agency.
•
On 20 January 2021, S
4
Capital plc announced the combination with STAUD STUDIOS, a German high-end creative
production studio specialising in the automotive industry.
•
On 15 November 2021, S
4
Capital plc announced the combination with Miyagi, a leading creative content marketing
agency, integrating strategy, creativity and production, further expanding its Content practice into Italy.
The total consideration for the above three transactions is expected to be approximately £20.2 million.
These acquisitions contributed £11 million revenue and £1.9 million profit. At the end of the reporting period the
purchase price allocations for TOMORROW, STAUD STUDIOS and Miyagi have not been fully finalised and therefore
the assets and liabilities remain provisional. Once the opening balance sheet is finalised the purchase price
allocation can be concluded and therefore the calculated goodwill is provisional. During the measurement period in
2022, S
4
Capital Group will obtain the information necessary to identify and measure the assets and liabilities and
retrospectively adjust the provisional amounts recognised at the acquisition date.
Data&Digital Media practice
Raccoon
On 26 May 2021, S
4
Capital plc announced (completed and control passed on 26 May 2021) the combination
of its Data&Digital Media practice with Raccoon Group, a leading digital performance agency in Brazil, for total
consideration of £33.8 million. Since the acquisition date, Raccoon Group contributed £11.8 million to the Group’s
revenue and £4.3 million of profit for the year ended 31 December 2021. Once the opening balance sheet is finalised
the purchase price allocation can be concluded and therefore the calculated goodwill is provisional. During the
measurement period in 2022, S
4
Capital Group will obtain the information necessary to identify and measure the
assets and liabilities and retrospectively adjust the provisional amounts recognised at the acquisition date.
Other Data&Digital Media practice
Other combinations in 2021 of the Group’s Data&Digital Media practice are:
•
On 1 February 2021, S
4
Capital plc announced that MightyHive has acquired the assets of Datalicious, a leading
Google Marketing Platform, Google Cloud and Google Analytics partner in Asia Pacific.
•
On 29 July 2021, S
4
Capital plc announced the combination with Salesforce specialist Destined expanding its data
and digital media practice in Asia Pacific.
•
On 1 December 2021, S
4
Capital plc announced the combination with Maverick Digital, a leader in digital
transformation strategy, Salesforce platform implementation, integration strategy & execution and
managed services.
S
4
Capital Annual Report and Accounts 2021 125
3
The total consideration for the above three transactions is expected to be approximately £18.1 million.
These acquisitions contributed £2.7 million revenue and £0.1 million profit. At the end of the reporting period the
purchase price allocations for Destined and Maverick have not been fully finalised and therefore the assets and
liabilities remain provisional. Once the opening balance sheet is finalised the purchase price allocation can be
concluded and therefore the calculated goodwill is provisional. During the measurement period in 2022, S
4
Capital
Group will obtain the information necessary to identify and measure the assets and liabilities and retrospectively
adjust the provisional amounts recognised at the acquisition date.
Technology Services practice
Zemoga
On 17 September 2021, S
4
Capital plc announced (completed and control passed on 15 September 2021) the
combination of Media.Monks with Zemoga, a US-based leading digital transformation services firm specialising in
providing product design, engineering and delivery services to enterprise clients across multiple verticals, for a total
consideration of £63.9 million. Since the acquisition date, Zemoga contributed £7.8 million to the Group’s revenue and
£2.4 million into the Group’s profit for the year ended 31 December 2021. Once the opening balance sheet is finalised
the purchase price allocation can be concluded and therefore the calculated goodwill is provisional. During the
measurement period in 2022, S
4
Capital Group will obtain the information necessary to identify and measure the
assets and liabilities and retrospectively adjust the provisional amounts recognised at the acquisition date.
Goodwill and other disclosures
The goodwill represents the potential growth opportunities and synergy effects from the acquisitions. The goodwill is
not deductible for 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 amounts receivable of the acquired companies
at the acquisition date are £14.7 million and the best estimate at the acquisition date of the contractual cash flows not
expected to be collected is £0.4 million.
Contingent consideration arising from business combinations is fair valued, with key inputs including the probability
of success of the combinations achieving target, consideration of potential delays and the expected levels of future
revenues. The contingent consideration is contingent on the acquired companies achieving their 2021 results and, in
some cases their 2022 and 2023 results, as forecasted upon acquiring the subsidiary. The contingent considerations
are included for the maximum amount of the consideration expected to be paid which is in line with management’s
estimate of expected pay-out. In 2021, the contingent consideration arising from business combinations is
£57.8 million. The contingent consideration can be materially lower in case the acquired companies do not reach their
forecasted results. Contingent consideration classified as a liability is subject to remeasurement at each reporting
date until its ultimate settlement date. Any change in the fair value of the liability due to events that occur after the
acquisition date would be recognized in the profit or loss.
Deferred considerations are commonly expected to be paid on the second-year anniversary of the acquisition date.
Holdbacks as part of the purchase consideration are in some cases held in escrow accounts and are expected to be
released within two years of the acquisition date.
The contingent consideration and holdback liabilities of £118.1 million as at 31 December 2021 includes £67.9 million
of employment linked consideration and £16.8 million of holdbacks. During 2021, an amount of £25.2 million of
contingent consideration and holdback have been paid.
The total acquisition costs of £8.1 million (2020: £10.8 million) have been recognised under acquisition and set-up
related expenses in the statement of profit or loss.
If the acquisitions had occurred on 1 January 2021, the Group’s revenue would have been £740.2 million and the
Group’s loss for the year would have been £98.1 million.
Notes to the consolidated financial statements continued
S
4
Capital Annual Report and Accounts 2021126
Financial statements
4. Acquisitions
B. Restatements
As stated on page 116 of the Group’s Annual Report and Accounts 2020, the initial accounting for the business
combinations of Decoded, Metric Theory, BrightBlue and Orca Pacific, were incomplete at the end of the reporting
period ended 31 December 2020. At the end of the reporting period, the identifiable intangibles acquired were not
fully identified, were consequently not fully measured and were therefore not fully deducted from goodwill as at
31 December 2020.
During the reporting period ended 31 December 2021, S
4
Capital Group has obtained the information necessary
to identify and measure the identifiable assets and liabilities for the business combinations of Decoded, Metric
Theory, Brightblue and Orca Pacific and has adjusted its intangible assets, deferred tax liabilities and reserves as of
31 December 2020, as required by IFRS 3, as follows:
Restatement Note
31 Dec 2020
£000
Adjustment
£000
31 Dec 2020
restated
£000
Intangible assets – Customer relationships 39,379 56,537 95,916
Intangible assets – Brand names 1,059 1,758 2,817
Intangible assets – Order backlog 3,065 2,989 6,054
Intangible assets – Software 2,269 2,462 4,731
Property, plant and equipment, ROU assets 2,453 5,175 7,628
Cash and cash equivalents 267 – 267
Trade and other receivables 19,814 – 19,814
Other non-current assets 38,160 317 38,477
Trade and other payables (40,026) 56 (39,970)
Current taxation (418) – (418)
Lease liabilities (674) (5,971) (6,645)
Other non-current liabilities (1,937) – (1,937)
Deferred taxation (11,6 6 4) 2,306 (9,358)
Net assets 51,747 65,629 117,376
Goodwill 228,376 (61,807) 166,569
Total purchase consideration 280,123 3,822 283,945
Payment in kind (common stock) 73,671 (2,234) 71,437
Cash 123,442 – 123,442
Deferred consideration 35,111 – 35,111
Contingent consideration 47,89 9 (1,588) 46,311
Total purchase consideration 280,123 (3,822) 276,301
Cash purchase consideration 123,442 – 123,442
Cash and cash equivalents 19,814 – 19,814
Cash outflow on acquisition (net of cashacquired) 103,628 – 103,628
S
4
Capital Annual Report and Accounts 2021 127
3
5. Financial instruments – fair values and risk assessment
The Board of Directors of S
4
Capital plc has overall responsibility for the determination of the Group’s risk
management objectives and policies. 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
•
Liquidity risk
In common with all other businesses, S
4
Capital 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,
areas follows:
•
Trade and other receivables
•
Cash and cash equivalents and restricted cash
•
Trade and other payables
•
Bank loans
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
31 Dec 2021
£000
31 Dec 2020
Restated
1
£000
Financial assets at amortised cost
Cash and cash equivalents 301,021 142,052
Gross trade receivables 277,067 162,960
Loss allowance for trade receivables (5,320) (3,362)
Accrued income 36,870 12,934
Other receivables 12,365 4,621
Total 622,003 319,205
Note:
1. Restated for the initial accounting for the business combination of Decoded as required by IFRS 3. Details are disclosed in Note 4.
Financial liabilities
31 Dec 2021
£000
31 Dec 2020
£000
Financial liabilities at amortised cost
Trade and other payables 265,172 161,298
Contingent consideration and holdbacks 118,119 69,923
Loans and borrowings 311,094 90,442
Lease liabilities 41,968 28,960
Total 736,353 350,623
Note:
1. Restated for the initial accounting for the business combinations of Decoded, Metric Theory, Orca Pacific and BrightBlue as required by IFRS 3.
Details are disclosed in Note 4.
The management of risk is a fundamental area of focus of S
4
Capital Group’s management. This Note summarises the
key risks to the Group and the policies and procedures put in place by management to manage them.
Notes to the consolidated financial statements continued
S
4
Capital Annual Report and Accounts 2021128
Financial statements
A. Market risk
Market risk arises from S
4
Capital 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 18. S
4
Capital Group manages the interest rate risk centrally.
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:
2021
£000
2020
£000
Bank loans 319,055 90,441
+/- 1% impact 3,191 904
The contractual repricing or maturity dates, whichever dates are earlier, and effective interest rates of borrowings are
disclosed in Note 18.
Foreign exchange risk
Foreign exchange risk is the risk that movements in exchange rates affect the profitability of the business.
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 S
4
Capital Group’s gross exposure to foreign exchange risk is as follows:
At 31 December 2021
GBP
£000
USD
£000
EUR
£000
Other
currencies
£000
Total
£000
Trade and other receivables 10,070 174,799 36,466 50,412 271,747
Cash and cash equivalents 105,966 134,743 31,163 29,149 301,021
Trade and other payables (9,369) (137,522) (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)
At 31 December 2020
GBP
£000
USD
£000
EUR
£000
Other
currencies
£000
Total
£000
Trade and other receivables 5,508 117,495 15,911 20,684 159,598
Cash and cash equivalents 18,939 90,847 16,513 15,753 142,052
Trade and other payables (5,416) (86,524) (15,551) (19,853) (127,344)
Loans and borrowings – (59,806) (31,466) (13) (91,285)
Financial assets/(liabilities) 19,031 62,012 (14,593) 16,571 83,021
+/- 10% impact – 6,201 (1,459) 1,657 6,399
The impact of a 10% movement in the foreign exchange rates will result in an increase/decrease of loss before tax and
financial assets/(liabilities) by £5.8 million at 31 December 2021 (31 December 2020: £6.4 million).
S
4
Capital Annual Report and Accounts 2021 129
3
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 mainly exposed to credit risk from credit sales. 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 as shown in Note 16.
Other receivables are considered to be low risk. The management do not consider that there is any concentration of
risk within other receivables. The non-current other receivables consist mainly of non-current rent deposits. The loss
allowance for other receivables is based on the three stage expected credit loss model. No other receivables have had
material impairment.
Credit risk on cash and cash equivalents is considered to be small as the counterparties are all substantial banks with
high credit ratings. As per the end of the reporting period, credit ratings are summarised in the table below:
31 Dec 2021
£000
31 Dec 2020
£000
Aa 1 981 188
Aa 2 87,164 58,584
Aa 3 26,356 50,536
A 1 161,853 8,511
A 2 4,440 4,359
A 3 520 7,816
Baa 1 198 –
Baa 2 12,017 7,012
Baa 3 713 96
Ba 2 3,077 –
B 2 334 154
No credit rating 3,368 4,796
Total cash and cash equivalents 301,021 142,052
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.
Notes to the consolidated financial statements continued
S
4
Capital Annual Report and Accounts 2021130
Financial statements
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’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 2021
Within 1 year
£000
1–2 years
£000
2–5 years
£000
More than
5 years
£000
Trade payables 204,985 – – –
Lease liabilities 10,545 6,378 17,824 7,221
Contingent consideration and holdbacks 86,370 31,749 – –
Loans and borrowings 1,899 – 1,427 315,105
Interest payments 12,441 11,817 35,452 19,695
Total 316,240 49,944 54,703 342,021
At 31 December 2020
Within 1 year
£000
1–2 years
£000
2–5 years
£000
More than
5 years
£000
Trade payables 127,344 – – –
Lease liabilities
1
8,100 4,887 10,356 5,616
Contingent consideration and holdbacks
1
37, 3 3 0 32,370 223 –
Loans and borrowings 45,623 – 45,662 –
Interest payments 1,260 1,260 630
Total 219,657 38,517 56,871 5,616
Note:
1. Restated for the initial accounting for the business combination of Decoded as required by IFRS 3. Details are disclosed in Note 4.
D. Capital management
As per the end of the reporting period, the Group’s net cash position is made up as follows:
31 Dec 2021
£000
31 Dec 2020
£000
Loans and borrowings (319,055) (91,285)
Cash and cash equivalents 301,021 142,052
Total (18,034) 50,767
Changes in loans and borrowings, during the reporting period, arose due to the drawdowns and repayments of the
rolling credit facility (‘RCF’) and the bank overdrafts. See Note 18 for more details.
The Group’s capital as at the end of the reporting period is disclosed on page 110.
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.
The capital structure of S
4
Capital Group consists of shareowners’ equity as set out in the consolidated statement
ofchanges in equity. All working capital requirements are financed from existing cash resources and borrowings.
S
4
Capital Annual Report and Accounts 2021 131
3
6. Segment information
A. Revenue from operations
2021
£000
2020
£000
Services 686,601 342,687
Total 686,601 342,687
All revenue is recognised over time.
S
4
Capital Group has an attractive and expanding client base with five clients providing more than £20 million of
revenue per annum representing 31% of revenue, of which one customer accounts for more than 10% of our revenues;
in 2020 this was three clients representing 29% of revenue.
B. Operating segments
Operating segments are reported in a manner consistent with the internal reporting provided to the chief operating
decision maker. The chief operating decision maker has been identified as the Board of Directors of S
4
Capital Group.
During the year, S
4
Capital Group has been active in three segments.
•
Content: 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: this technology and services practice encompasses full-service campaign management
analytics, creative production and ad serving, platform and systems integration and transition and training
and education.
•
Technology Services: digital transformation services in delivering advanced digital product design, engineering
services and delivery services.
The customers are primarily businesses across technology, FMCG and media & entertainment. Any intersegment
transactions are based on commercial terms.
The Board of Directors monitor the results of the operating segments separately for the purpose of making decisions
about resource allocation and performance assessment prior to charges for tax, depreciation and amortisation.
Notes to the consolidated financial statements continued
S
4
Capital Annual Report and Accounts 2021132
Financial statements
Operating segment information under the primary reporting format is disclosed below:
2021
Content
£000
Data&Digital
Media
£000
Technology
Services
£000
Total
£000
Gross profit 385,552 167,079 7,632 560,263
Segment profit
1
52,286 55,024 3,087 110,397
Overhead costs (9,410)
Adjusted non-recurring and acquisition related expenses (97,372)
Depreciation
2
and amortisation (45,670)
Net finance expenses and loss on net monetary position (13,595)
Profit before income tax (55,650)
Notes:
1. Including £10.8 million depreciation on right-of-use assets.
2. Excluding £10.8 million depreciation on right-of-use assets.
2020
Content
£000
Data&Digital
Media
£000
Total
£000
Gross profit 220,497 74,685 295,182
Segment profit
1
46,687 21,603 68,290
Overhead cost (6,112)
Adjusted non-recurring and acquisition related expenses (26,669)
Depreciation
2
and amortisation (27, 376)
Net finance expenses (5,037)
Profit before income tax 3,096
Notes:
1. Including £9.6 million depreciation on right-of-use assets.
2. Excluding £9.6 million depreciation on right-of-use assets.
The Board of S
4
Capital Group uses gross profit rather than revenue to manage the Company due to the fluctuating
amounts of third-party costs and/or pass-through expenses, which form part of revenue. The revenue amounted
to £686.6 million, 75% from Content, 24% from Data&Digital Media and 1% from Technology Services. In 2020 the
revenue amounted to £342.7 million, 78% from Content practice and 22% from Data&Digital Media.
No analysis of the assets and liabilities of each operating segment is provided to the chief operating decision maker
(‘CODM’) in the monthly management accounts; therefore, no measure of segmental assets or liabilities is disclosed in
this Note.
C. Revenue by geography
An analysis of external revenue by geographical market is given below:
2021
£000
2020
£000
The Americas 452,608 243,458
Europe, Middle East & Africa 166,133 70,611
Asia Pacific 67,860 28,618
Total 686,601 342,687
S
4
Capital Annual Report and Accounts 2021 133
3
7. Operating expenses
Personnel expenses
2021
£000
2020
£000
Wages and salaries 327,653 150,485
Social security costs 42,452 19,015
Defined contribution pension costs 9,045 4,322
Share based compensation 13,876 12,331
Other personnel costs 19,511 18,982
Total 412,537 205,135
The key management personnel comprise the Directors of the Group. Details of compensation for key management
personnel are disclosed on pages 71 to 91.
Monthly average number of employees 2021 2020
The Americas 3,639 1,537
Europe, Middle East & Africa 1,524 871
Asia Pacific 631 269
Total 5,794 2,677
Other operating expenses
2021
£000
2020
£000
IT expenses 16,320 8,132
Consultancy fees 6,161 3,942
Accounting and administrative service fees 5,011 2,577
Operating lease costs 4,448 1,500
Sales and marketing costs 3,713 2,577
Legal fees 3,229 1,801
Travel and accommodation costs 2,318 2,099
Insurance fees 1,807 1,603
Other general and administrative costs 6,822 6,330
Total 49,829 30,561
Impairment losses on trade receivables during the reporting period, amounting to £1.8 million (2020: £2.4 million) are
included in general and administrative costs. Subsequent recoveries of amounts previously written off are credited
against the same line item. Operating lease costs mainly relate to short term lease costs for land and buildings subject
to a practical expedient under IFRS 16.
Notes to the consolidated financial statements continued
S
4
Capital Annual Report and Accounts 2021134
Financial statements
Audit fees included in general and administrative costs are as follows:
Audit fees
2021
£000
2020
£000
Group audit fees 550 358
Subsidiaries audit fees 1,146 611
Audit related assurance services 130 87
Total 1,826 1,056
Audit related assurance services relates to the fee charged for the half-year review.
Acquisition and set-up related expenses
2021
£000
2020
£000
Advisory, legal, due diligence and related costs 10,485 13,617
Acquisition related bonuses 761 2,151
Contingent consideration
1
72,250 (1,430)
Total 83,496 14,338
Note:
1. Contingent consideration is deemed remuneration expenses according to IFRS 3.
Depreciation and amortisation
2021
£000
2020
£000
Depreciation of property, plant and equipment and right-of-use assets 16,965 13,867
Amortisation of intangible assets 39,491 23,148
Total 56,456 37,015
8. Finance income and expenses
Finance income
2021
£000
2020
£000
Interest income 1,032 698
Total 1,032 698
Finance expenses
2021
£000
2019
2020
Interest on lease liabilities (1,602) (972)
Interest on bank loans and overdrafts (6,169) (1,310)
Other financial income and expenses (5,512) (3,453)
Total (13,283) (5,735)
S
4
Capital Annual Report and Accounts 2021 135
3
9. Income tax expense
The corporate income tax charge comprises the following:
2021
£000
2020
£000
Current tax for the year (12,638) (12,970)
Adjustments for current tax of prior years 620 (203)
Total current tax (12,018) (13,173)
Movement in deferred tax liabilities 6,594 (13,173)
Movement in deferred tax assets 4,359 6,148
Income tax expense in profit or loss (1,065) ( 7,0 25)
2021
£000
2020
£000
Income (Loss) before income taxes (55,650) 3,096
Tax at the UK rate of 19% (2020:19%) 10,574 (589)
Tax effect of amounts which are non-deductible (taxable) (12,840) (4,245)
Differences in overseas tax rates 581 (1,988)
Adjustment for current taxes of prior years 620 (203)
Income tax expense in profit or loss (1,065) ( 7,0 25)
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
34%
1
. 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. In 2021 the effective tax rate was impacted by two discreet items in the US, which are not expected
to recur in following years.
Note:
1. The Group ensures that companies operating in low-tax jurisdictions have genuine commercial activities and operations and are not located there to
take advantage of its tax regime.
10. Earnings per share
2021 2020
Loss attributable to shareowners of the Company (£000) (56,715) (3,929)
Weighted average number of Ordinary Shares 551,752,618 493,290,974
Basic loss per share (pence) (10.3) (0.8)
Diluted loss per share (pence) (10.3) (0.8)
Earnings per share is calculated by dividing the net result attributable to the shareowners of the S
4
Capital Group by
the weighted average number of Ordinary Shares in issue during the year.
Notes to the consolidated financial statements continued
S
4
Capital Annual Report and Accounts 2021136
Financial statements
11. Intangible assets
Goodwill
£000
Customer
relationships
£000
Brands
£000
Order
backlog
£000
Other
£000
Total
£000
Net book value at 1 January 2020 328,836 192,108 13,981 – 5,204 540,129
Acquired through business combinations 228,376 39,379 1,059 3,065 2,269 274,148
Additions – – – – 34 34
Reclassifications (2,793) 2,298 211 – – (284)
Amortisation charge for the year – (17,747 ) (1,866) (1,919) (1,616) (23,148)
Foreign exchange differences 5,503 2,303 294 56 94 8,250
Total transactions during the year 231,086 26,233 (302) 1,202 781 259,000
Cost 559,922 250,583 16,799 8,805 8,745 844,854
Accumulated amortisation – (32,243) (3,121) ( 7,6 0 4) (2,757) (45,725)
Net book value at 31 December 2020
as previously reported 559,922 218,340 13,678 1,201 5,988 799,129
Restatement
1
(61,809) 56,537 1,758 2,989 2,462 1,937
Net book value at 31 December 2020 498,113 274,877 15,436 4,190 8,450 801,066
Acquired through business combinations 134,975 86,552 2,804 3,547 829 228,707
Addition – – – – 3,458 3,458
Amortisation charge for the year – (26,762) (3,312) (6,380) (3,037) (39,491)
Foreign exchange differences (8,462) (3,790) (431) (28) (114) (12,825)
Total transactions during the year 126,513 56,000 (939) (2,861) 1,136 179,849
Cost 624,626 389,040 20,883 14,987 15,203 1,064,739
Accumulated amortisation – (58,163) (6,386) (13,658) (5,617) (83,824)
Net book value at 31 December 2021 624,626 330,877 14,497 1,329 9,586 980,915
Note:
1. Restated for the initial accounting for the business combinations of Decoded, and Metric Theory (completed and control passed on 31 December 2020)
as required by IFRS 3.
Goodwill
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 – initial accounting
The initial accounting of the business combinations as described in Note 4 is incomplete at the end of the reporting
period. As of 31 December 2021, the identifiable intangibles acquired are not yet identified and consequently not yet
measured and are therefore not deducted from goodwill. During the measurement period in 2022, S
4
Capital Group
will obtain the information necessary to identify and measure the assets and liabilities and retrospectively adjust the
provisional amounts recognised at the acquisition date (see Note 4).
Goodwill – impairment testing
Goodwill acquired through business combinations is allocated to CGUs for impairment testing. The goodwill balance
is allocated to the following CGUs:
31 Dec 2021
£000
31 Dec 2020
£000
Technology Services 42,200 –
Content 372,043 338,962
Data&Digital Media 210,383 220,960
Total 624,626 559,922
S
4
Capital Annual Report and Accounts 2021 137
3
The recoverable amount for each CGU is determined using a value-in-use calculation. This calculation uses
forecasted operating profit 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,
cash performance and historic trends.
An underlying revenue growth rate of 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. After year five 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%.
The cash flows have been discounted to present value using a pre-tax discount rate which was between 9.4% and
9.8% depending on the practice. 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 WACC and adjusting the long-term growth rate. Based on
the Group’s impairment review, no indications of impairment has been identified. In carrying out its assessment of
the goodwill, management believes that there are no CGUs where reasonably possible changes to the underlying
assumptions exist that would give rise to impairment.
During the year an amount of £135.0 million has been added to goodwill for newly acquired businesses, refer to Note
4 for further details. The impairment review was carried out over goodwill with these new businesses. No events or
changes in circumstances indicate that the carrying amount of the acquisitions in 2021 may not be recoverable.
12. Property, plant and equipment
Leasehold
improvements
£000
Furniture
and fixtures
£000
Hard-and
software
£000
Other
assets
£000
Total
£000
Cost 8,786 1,918 6,654 311 17,6 69
Accumulated depreciation (3,088) (772) (3,882) (197) (7,9 3 9 )
Net book value at 1 January 2020 5,698 1,146 2,772 114 9,730
Acquired through business combinations 538 467 740 5 1,750
Additions 2,629 530 4,206 31 7,39 6
Depreciation (1,470) (576) (2,156) (26) (4,228)
Disposals (250) (189) – (63) (502)
Foreign exchange differences 218 3 178 (8) 391
Total transactions during the year 1,665 235 2,968 (61) 4,807
Cost 9,507 2,530 12,814 211 25,062
Accumulated depreciation (2,144) (1,149) (7,074) (158) (10,525)
Net book value at 31 December 2020 7,363 1,381 5,740 53 14,537
Acquired through business combinations 452 547 1,145 683 2,827
Additions
1
2,136 333 8,108 830 11,407
Depreciations (1,509) (482) (3,894) (294) (6,179)
Disposals – (46) (62) (131) (239)
Foreign exchange differences depreciation (312) (31) (426) (36) (805)
Total transactions during the year 767 321 4,871 1,052 7,011
Cost 11,583 3,496 21,966 1,020 38,065
Accumulated depreciation (3,453) (1,794) (11,355) 85 (16,517)
Net book value at 31 December 2021 8,13 0 1,702 10,611 1,105 21,548
Note:
1. Including hyperinflation revaluation of £0.3 million (2020: nil).
S
4
Capital Group has pledged the assets of its companies as security for a facility agreement. See Note 18 for
further information.
Notes to the consolidated financial statements continued
S
4
Capital Annual Report and Accounts 2021138
Financial statements
13. Deferred tax assets and liabilities
Deferred tax assets
Property,
plant and
equipment
£000
Carry
forward
losses
£000
Total
£000
At 1 January 2020
(Credit) charge for the year (320) 637 317
Acquired through business combinations – 587 587
Foreign exchange differences – 78 78
At 31 December 2020 – 2,068 2,068
(Credit) 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 322 6,204 6,526
Deferred tax liabilities
Intangible
assets
£000
Loans and
borrowings
£000
Property,
plant and
equipment
£000
Total
£000
At 1 January 2020 54,601 167 66 54,834
Acquired through business combinations 11,664 – – 11,664
Investments – – 126 126
Credited to profit or loss (5,759) (11) (61) (5,831)
Foreign exchange differences 1,063 55 189 1,307
At 31 December 2020 61,569 211 320 62,100
Restatement (2,306) – – (2,306)
Balance at 31 December 2020 59,263 211 320 59,794
Acquired through business combinations 16,514 16,514
Investments – – 31 31
Credited to profit or loss (6,941) (211) 558 (6,594)
Foreign exchange differences (1,274) – 7 (1,267)
At 31 December 2021 67,562 – 916 68,478
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.
S
4
Capital Annual Report and Accounts 2021 139
3
14. 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, 4000 A2 Incentive
Shares, 2000 options over A1 Incentive Shares as disclosed in Note 21. S
4
Capital plc directly holds 100% ownership
in S
4
Capital 2 Ltd. S
4
Capital plc indirectly holds 100% ownership in the other entities.
Name of entity Address of the registered office
Place of business/
Country of
incorporation
Ownership
interest Principal activity
S
4
Capital 2 Ltd. 3rd Floor, 44 Esplanade,
St Helier, Jersey
Jersey 100 Holding Company
S
4
Capital Acquisitions 1 Ltd. 3rd Floor, 44 Esplanade,
St Helier, Jersey
Jersey 100 Financing Company
S
4
Capital Acquisitions 2 Ltd. 3rd Floor, 44 Esplanade,
St Helier, Jersey
Jersey 100 Holding Company
S
4
Capital EMEA Holdings BV Oude Amersfoortseweg
125, 1212 A A Hilversum
The Netherlands 100 Holding Company
S
4
Capital Holdings Ltd. 3rd Floor, 44 Esplanade,
St Helier, Jersey
Jersey 100 Holding Company
S
4
Capital AUD Finance Ltd. 3rd Floor, 44 Esplanade,
St Helier, Jersey
Jersey 100 Holding Company
S
4
Capital INR Finance Ltd. 3rd Floor, 44 Esplanade,
St Helier, Jersey
Jersey 100 Holding Company
S
4
Capital CAD Finance Ltd 3rd Floor, 44 Esplanade,
St Helier, Jersey
Jersey 100 Holding Company
S
4
Capital US Holdings LLC 850 New Burton Road Dover
DE 19904
United States
ofAmerica
100 Holding Company
MediaMonks Multimedia
Holding BV
Oude Amersfoortseweg 125,
1212 AA Hilversum
The Netherlands 100 Holding Company
MediaMonks BV Oude Amersfoortseweg 125,
1212 AA Hilversum
The Netherlands 100 Content practice
MediaMonks Inc. 1220 N. Market Street, Suite
850 Wilmington, County of
New Castle, DE 19801
United States
ofAmerica
100 Content practice
The Monastery LLC
(Previously MediaMonks
Films LLC)
1220 N. Market Street, Suite
850 Wilmington, County of
New Castle, DE 19801
United States
ofAmerica
100 Content practice
MediaMonks London Ltd. 42 St John St, London United Kingdom 100 Content practice
MediaMonks Singapore
PteLtd.
60 Paya Lebar Road
#08 43 Paya Lebar Square,
Singapore 409051
Singapore 100 Content practice
Made.for.Digital Pte Ltd. 198A Telok Qyer Street,
Singapore 068637
Singapore 100 Content practice
Notes to the consolidated financial statements continued
S
4
Capital Annual Report and Accounts 2021140
Financial statements
Name of entity Address of the registered office
Place of business/
Country of
incorporation
Ownership
interest Principal activity
MediaMonks Mexico City S.
de R.L. de C.V.
Amsterdam 271 Int 203,
Colonia Hipodromo,
Delegación Cuauhtemoc, CP
06100 CDMX
Mexico 100 Content practice
MediaMonks FZ–LLC Dubai Media City Building 5,
Office 205 PO Box No.
502921 Dubai
United Arab
Emirates
100 Content practice
MediaMonks Hong Kong Ltd. Unit 3203–4, No. 69 Jervois
Street, Sheung Wan,
HongKong
Hong Kong 100 Holding Company
MediaMonks Information
Technology (Shanghai)
Co.Ltd.
9 Donghu Road, 18th floor,
Xuhui District, 200031,
Shanghai
P.R. China 100 Content practice
MediaMonks Stockholm AB Norrlandsgatan 18,
11143Stockholm
Sweden 100 Content practice
MediaMonks Buenos
AiresSRL
Tucumán 1, 4th Floor,
BuenosAires
Argentina 100 Content practice
MediaMonks Sao Paolo Serv.
De Internet para
PublicidadeLtda.
Rua Fidalga 162, Vila
Madalena 05432–000,
Sao Paulo
Brazil 100 Content practice
MediaMonks Cape Town
PtyLtd.
Wanderers Office Park,
52Corlett Drive, Illovo,
Johannesburg
South Africa 100 Content practice
M–Monks Digital Media
PteLtd.
Flat No. 402, Paras Pearl,
No. 161, Greenglen Layout,
Sarjapur Outer Ring Rd,
Bellandur, Bangalore 0
560037, Karnataka
India 100 Content practice
MediaMonks Seoul Yuhan
Chaekim Hoesa
7021 Register 03, 7F, Tower 1,
Gran Seoul, 33 Jong0ro,
Jongnogu Seoul, Zip 03159
Republic of Korea 100 Content practice
MediaMonks Tokyo GK 1–6–5 Jinnan, Shibuya Ku,
Tokyo 150–0041
Japan 100 Content practice
Superhero Cheesecake BV Oostelijke Handelskade 637,
1019 BW Amsterdam
The Netherlands 100 Content practice
Superhero Cheesecake Inc. 874 Walker Road, Suite C,
Dover, County of Kent,
DE19904
United States
ofAmerica
100 Content practice
IMAgency BV Prinsengracht 581, 1016 HT,
Amsterdam
The Netherlands 100 Content practice
IMAgency USA Inc. 874 Walker Road, Suite C,
Dover County of Kent,
DE19904
United States
ofAmerica
100 Content practice
MightyHive Inc. 850 New Burton Road, Suite
201, Dover, DE 19904
United States
ofAmerica
100 Data&Digital Media
practice
S
4
Capital Annual Report and Accounts 2021 141
3
Name of entity Address of the registered office
Place of business/
Country of
incorporation
Ownership
interest Principal activity
MightyHive SG Ptd Ltd. 71 Robinson Road, Level 14
#14–01, Singapore, 068895
Singapore 100 Data&Digital Media
practice
MightyHive Ltd. The Pinnacle,
160 Midsummer Boulevard,
Milton Keynes, MK9 1FF
United Kingdom 100 Data&Digital Media
practice
MightyHive AU Pty Ltd. 383 George Street, Level 2,
Sydney, NSW 2000
Australia 100 Data&Digital Media
practice
MightyHive Holdings Ltd. 394 Pacific Avenue, Floor 5,
San Francisco, CA 94111
Canada 100 Data&Digital Media
practice
MightyHive KK 1 Chome 11–1, Nishiikebukuro,
Toshima-ku, Tokyo, 171–0021
Japan 100 Data&Digital Media
practice
MightyHive Hong Kong Ltd. 47/F Central Plaza, 18 Harbour
Road, Wanchai
Hong Kong 100 Data&Digital Media
practice
PT Mighty Hive Indonesia Level 23 Revenue Tower,
SCBD, Jl. Jendrai Sudirman
No. 52–53, Jakarta 12190
Indonesia 100 Data&Digital Media
practice
MightyHive India Pvt Ltd. Shop No.2, Ram Niwas CHS
Ltd., Ranchod Das Road,
Dahisar West, Mumbai
400068, Maharashtra
India 100 Data&Digital Media
practice
MightyHive NZ Ltd. William Buck (NZ) Ltd, Level 4
Zurich House, 21 Queen
Street, Auckland, 1010
New Zealand 100 Data&Digital Media
practice
MightyHive SRL Milano (MI) Via Marco Polo 11
CAP 20124
Italy 100 Data&Digital Media
practice
Progmedia Consultoria Ltda Rua Gomes de Carvalho,
nº1.356, set 76C, Vila
Olímpia, CEP 04547–005,
SãoPaulo
Brazil 100 Data&Digital Media
practice
Progmedia Argentina SAS Ortiz de Ocampo 3302
Building 1, 1st floor Office
No.7, Buenos Aires
Argentina 100 Data&Digital Media
practice
Conversion Works Ltd. Unit 6 Windsor Business
Centre, Vansittart Estate,
Windsor, Berkshire, SL4 1SP
United Kingdom 100 Data&Digital Media
practice
MediaMonks US Holdco Inc. 850 New Burton Road, Suite
201, City of Dover, County of
Kent, DE 19904
United States
ofAmerica
100 Holding Company
Firewood Marketing Inc. 850 New Burton Road Suite
201, City of Dover, County of
Kent, DE 19904
United States
ofAmerica
100 Content practice
Firewood Marketing Mexico
S. de R.L. de C.V.
Via Gustavo Baz No. 2160,
Edificio 3, 1er. Piso Conjunto
Corporativo Tlalnepantla
Mexico 100 Content practice
Notes to the consolidated financial statements continued
S
4
Capital Annual Report and Accounts 2021142
Financial statements
Name of entity Address of the registered office
Place of business/
Country of
incorporation
Ownership
interest Principal activity
Firewood Marketing
IrelandLtd.
3rd Floor Ulysses House,
Foley Street, Dublin 1
Ireland 100 Content practice
S
4
Capital Australia Holdings
Pty Ltd. (Previously
MediaMonks Australia
Holding Pty Ltd.)
c/- MinterEllison, Level 3,
25 National Circuit Forrest
ACT 2603
Australia 100 Holding Company
MediaMonks Australia
PtyLtd.
209 Cecil St
South Melbourne VIC 3205
Australia 100 Content practice
MediaMonks Toronto Ltd. Suite 1800 – 510 West Georgia
Street, Vancouver BC
V6B 0M3
Canada 100 Content practice
Circus Network Holding,
S.A.P.I. DE C.V.
Av. Paseo de la Reforma No.
296, Int. 37, Colonia Juarez,
Alcaldía Cuauhtemoc, 06600,
Mexico City
Mexico 100 Holding Company
Circus BA S.A. Superi 1466, Ciudad De
Buenos Aires, Buenos Aires
City, 142
Argentina 100 Content practice
Circus Marketing Europa S.L. Plaza de la Lealtad 2 – 4ª
Planta, 28014 Madrid
Spain 100 Content practice
Bluetide, S.A.P.I DE C.V. Av. Paseo de la Reforma No.
296, Int. 37, Colonia Juarez,
Alcaldía Cuauhtemoc, 06600,
Mexico City
Mexico 100 Content practice
Circus Marketing DF, S.A.P.I
DE C.V
Av. Paseo de la Reforma No.
296, Int. 37, Colonia Juarez,
Alcaldía Cuauhtemoc, 06600,
Mexico City
Mexico 100 Holding Company
Tableau, S. DE R.L. DE C.V. Av. Paseo de la Reforma No.
296, Int. 37, Colonia Juarez,
Alcaldía Cuauhtemoc, 06600,
Mexico City.
Mexico 100 Content practice
Circus Colombia, S.A.S CALLE 98 22 64 OF 818,
Bogota, DC
Colombia 100 Content practice
Circus Network Servicos De
Marketing Eireli
Av Angelica, 2223, Conj 11P,
Santa Cecilia, Sao Paulo, SP,
CEP 01227–903
Brazil 100 Content practice
Jeronimo Holdings LLC 3500 S Dupont Hwy, Dover,
Kent, DE 19901
United States
ofAmerica
100 Holding Company
Circus US LLC 3500 S Dupont Hwy, Dover,
Kent, DE 19901
United States
ofAmerica
100 Holding Company
Circus LAX LLC 3500 S Dupont Hwy, Dover,
Kent, DE 19901
United States
ofAmerica
100 Holding Company
S
4
Capital Annual Report and Accounts 2021 143
3
Name of entity Address of the registered office
Place of business/
Country of
incorporation
Ownership
interest Principal activity
MediaMonks KazakhstanLLP 010000, Nur-Sultan, Saryarka
district, Saryarka Avenue,
building 6, room 1
Republic of
Kazakhstan
100 Content practice
MediaMonks Russia LLC 109012, Moscow, Maly
Cherkassky pereulok, 2, floor
2, premises XIII, room 3
B
Russian
Federation
100 Content practice
S
4
Capital South America
Holdings Ltd.
3rd Floor, 44 Esplanade,
St Helier, Jersey
Jersey 100 Holding Company
S
4
Capital UK Holdings Ltd. 3rd Floor, 44 Esplanade,
St Helier, Jersey
Jersey 100 Holding Company
Firewood Marketing UK Ltd. 12 St. James’s Place, London,
United Kingdom, SW1A 1NX
United Kingdom 100 Content practice
Digodat SA Vallejos 4138 dtpo 4
CP1419CABA
Argentina 100 Data&Digital Media
practice
Flying Nimbus SAS Mariscal Antonio José de
Sucre 3063 CP 1428
Argentina 100 Data&Digital Media
practice
Digocloud SAS CR 11 NO. 94 A 25 OF
201Bogotá
Colombia 100 Data&Digital Media
practice
Digosoft SRL de CV Goldsmith 40, ofna 9, Colonia
Polanco, Delegación Miguel
Hidalgo, Ciudad de México,
CP 11550
Mexico 100 Data&Digital Media
practice
Digolab SPA La Capitanía nro 80,
Bloque Of Dpto 108 Las
Condes, Santiago
Chile 100 Data&Digital Media
practice
Brightblue Consulting Ltd. 9 Appold Street, London,
EC2A 2AP
United Kingdom 100 Content practice
Brightblue Holdings Ltd. 9 Appold Street,
London, EC2A 2AP
United Kingdom 100 Holding Company
S
4
Capital France
HoldingsSAS
43–47 avenue de la Grande
Armee, 75116 Paris
France 100 Holding Company
Rewinda SAS 5 rue Rebeval, Appt 50, 75019
Paris
France 100 Content practice
Darewin SAS 36 Boulevard de Sebastopol,
75004 Paris
France 100 Content practice
S
4
Capital Germany
HoldingsGmbH
Brienner StraBe 28, 80333
Munchen
Germany 100 Holding Company
S
4
Capital APAC
HoldingsLtd.
3rd Floor, 44 Esplanade,
St Helier, Jersey
Jersey 100 Holding Company
S
4
Capital Investment Pte Ltd. 69 Neil Road, Singapore
088899
Singapore 100 Holding Company
Lens10 Pty Ltd. Level 5, 249–251 Pitt Street,
Sydney NSW 2000
Australia 100 Data&Digital Media
practice
Notes to the consolidated financial statements continued
S
4
Capital Annual Report and Accounts 2021144
Financial statements
Name of entity Address of the registered office
Place of business/
Country of
incorporation
Ownership
interest Principal activity
MightyHive Korea Co. Ltd. 3F, 166, Toegye-ro,
Jung-gu,Seoul
Republic of Korea 100 Data&Digital Media
practice
Decoded US Holdco Inc. 850 New Burton Road,
Suite 201, Dover, DE 19904
United States
ofAmerica
100 Holding Company
Decoded Advanced
MediaLLC
32 Old Slip, Suite 705,
New York, NY 10005
United States
ofAmerica
100 Content practice
Decoded Advertising LLC 32 Old Slip, Suite 705,
New York, NY 10005
United States
ofAmerica
100 Content practice
Decoded Intelligence LLC 32 Old Slip, Suite 705,
New York, NY 10005
United States
ofAmerica
100 Content practice
Decoded Advertising UK Ltd. Mercer & Hole, 21 Lombard
Street, London EC3V 9AH
United Kingdom 100 Content practice
Metric US Holdco Inc. 850 New Burton Road, Suite
201, Dover, DE 19904
United States
ofAmerica
100 Holding Company
Metric Theory LLC 311 California Street,
2nd Floor, San Francisco,
CA 94104
United States
ofAmerica
100 Data&Digital Media
practice
Orca Pacific Manufacturers
Representatives LLC
1100 Dexter Avenue North,
Suite 200, Seattle,
WA 98109–3598
United States
ofAmerica
100 Data&Digital Media
practice
Orca US Holdco Inc. 1100 Dexter Avenue North,
Suite 200, Seattle, WA
98109-3598
United States
ofAmerica
100 Holding Company
Made.for.Digital Inc. 874 Walker Road, Suite C,
County of Kent, Dover,
DE 19904
United States
ofAmerica
100 Content practice
MightyHive AB Norrlandsgatan 18, 111 47
Stockholm
Sweden 100 Data&Digital Media
practice
MediaMonks GermanyGmbH Brienner StraBe 28, 80333
Munchen
Germany 100 Content Practice
MightyHive Germany GmbH Brienner StraBe 28, 80333
Munchen
Germany 100 Data&Digital Media
practice
MediaMonks PublishingBV Oude Amersfoortseweg 125,
1212 AA Hilversum
The Netherlands 100 Content practice
MediaMonks Arabian
Company for Media
Production LLC
Riyadh 11437 Kingdom of
SaudiArabia
100 Content practice
Staud Studios GmbH Mollenbachstr 3, 71229
Leonberg
Germany 100 Content practice
HeyDays GmbH Grünberger Straße 54
10245 Berlin
Germany 100 Content practice
S
4
Capital Annual Report and Accounts 2021 145
3
Name of entity Address of the registered office
Place of business/
Country of
incorporation
Ownership
interest Principal 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 practice
TOMORROW (Shanghai) Ltd Room 2385, No. 12, Lane 65,
Huandong No.1 Road,
Fengjing Town, Jinshan
District, Shanghai
P.R. China 100 Content practice
S
4
Capital Canada 2 Ltd Suite 1700, Park Place 666,
Burrard Street, Vancouver,
BC, V6C 2X8
Canada 100 Holding Company
Jam3 Holding Inc 325 Adelaide Street West,
Toronto, Ontario M5V 1P8
Canada 100 Holding Company
Jam3 of America Inc 3411 Silverside Rd, Rodney
Building #104, Wilmington, DE
United States
of America
100 Content practice
Jam3 EMEA B.V. Nieuwezijdse Voorburgwal
104, 1012 SG Amsterdam
The Netherlands 100 Content practice
Farzul SA Scosería 2671, Montevideo Uruguay 100 Content practice
MediaMonks Malaysia Sdn
Bhn
No. 256B, Jalan Bandar 12,
Taman Melawati, Wilayah
Persekutuan, Kuala Lumpur,
53100
Malaysia 100 Content practice
MightyHive France SAS 43-47 avenue de la Grande
Armee, 75116 Paris
France 100 Data&Digital Media
practice
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
practice
Rocky Publicidade Ltda. Rua Romeu do Nascimento,
No. 247, 2º floor, Jardim Portal
da Colina, City of Sorocaba,
State of São Paulo, 18.047-410
Brazil 100 Data&Digital Media
practice
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
practice
Destined 4 Pty Ltd Level 6, 8 West Street North
Sydney, NSW 2060
Australia 100 Data&Digital Media
practice
Destined 5 Pte Ltd 30 Cecil Street, #19-08,
Prudential Tower, Singapore
(049712)
Singapore 100 Data&Digital Media
practice
S
4
Capital EUR Finance Ltd 3rd Floor, 44 Esplanade,
St Helier, Jersey
Jersey 100 Holding Company
Cashmere Agency Inc 5242 West Adams Boulevard,
Los Angeles, CA 90016
United States
of America
100 Content practice
Notes to the consolidated financial statements continued
S
4
Capital Annual Report and Accounts 2021146
Financial statements
Name of entity Address of the registered office
Place of business/
Country of
incorporation
Ownership
interest Principal activity
Zemoga Inc 120 Old Ridgefield Rd., Wilton,
CT 06897
United States
of America
100 Technology Services
Zemoga SaS Calle 95 15-09 Bogota Colombia 100 Technology Services
S
4
Capital Italy Holdings Srl Viale Abruzzi, 94 CAP 20131
Milano
Italy 100 Holding Company
S
4
Korea Bidco Ltd 3F, 166, Toegye-ro, Jung-gu,
Seoul
Republic of Korea 100 Holding Company
Mamba Holding S.r.l, Milano (mi), Viale Papiniano
44, 20123
Italy 100 Content practice
Miyagi S.r.l. Milano (mi), Viale Papiniano
44, 20123
Italy 100 Content practice
Toga S.r.l. Milano (mi), Viale Papiniano
44, 20123
Italy 100 Content practice
Maverick Digital Inc 12111 Clear Harbor Dr.,
Tampa, FL 33626
United States
of America
100 Data&Digital Media
practice
Maverick Digital Services
Pvt Ltd
25/30, Fourth Floor, Babaji
Complex, Tilak Nagar,
Delhi 110018
India 100 Data&Digital Media
practice
PT Media Monks Indonesia
(in liquidation)
Equity Tower Building 35-37th
floor, JL. JEND. SU-DIRMAN,
KAV 52-53, De-sa/Kelurahan
Senayan, Kec. Kebayoran
Baru, Kota Adm. Jakarta
Selatan, Provinsi DKI Jakarta,
Kode Pos: 12190
Indonesia 100 Data&Digital Media
practice
S4 Capital BRL Finance Ltd 3rd Floor, 44 Esplanade
St Helier, Jersey
Jersey 100 Holding company
S4 Capital LUX Finance S.àr.l. 20, rue Eugène Ruppert,
L-2453 Luxembourg
Luxembourg 100 Holding company
MightyHive Information
Technology (Shanghai)
Co. Ltd
16 Qi Xia Lu, Pudong (New
District), Shanghai, 200120
P.R. China 100 Data&Digital Media
S
4
Capital Annual Report and Accounts 2021 147
3
15. Other receivables
The other receivables consist mainly of non-current rent deposits of £3.2 million (2020: £2.1 million).
16. Trade and other receivables
31 Dec 2021
£000
31 Dec 2020
Restated
1
£000
Trade receivables 271,747 159,598
Prepayments 14,516 4,555
Accrued income
2
36,870 12,934
Other receivables 12,365 4,621
Total 335,498 181,708
Notes:
1. Restated for the initial accounting for the business combination of Decoded as required by IFRS 3. Details are disclosed in Note 4.
2. The accrued income as at 31 December 2020 has been fully billed in 2021.
The Group applies the IFRS 9 simplified approach to measuring expected credit losses which uses a lifetime expected
loss allowance for all trade receivables.
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
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 one 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 -7.50% 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
Gross trade
receivables
£000
Impairment
provision
£000
Net trade
receivables
£000
Not passed due 0.20–0.25% 126,323 287 126,036
Past due one day to 30 days 0.40–0.50% 25,047 120 24,927
Past due 31 days to 60 days 0.60 –1.00% 3,666 32 3,634
Past due 61 days to 90 days 0.80–2.00% 1,999 30 1,969
Past due more than 90 days 1.0 0 –7.50% 3,307 279 3,028
Individual debtors in default up to 100% 2,618 2,614 4
Balance at 31 December 2020 162,960 3,362 159,598
Notes to the consolidated financial statements continued
S
4
Capital Annual Report and Accounts 2021148
Financial statements
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:
2021
£000
2020
£000
Balance at the beginning of the year 3,362 1,445
Acquired through business combinations 399 –
Utilised during the period (238) (467)
Charge for the year 1,797 2,384
Balance as at the end of the year 5,320 3,362
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.
Information about the Group’s exposure to credit risk, foreign currency risk and interest rate risk can be found in
Note 5.
S
4
Capital Group has pledged the assets of its material companies as security for a facility agreement. See Note 18 for
further information.
17. Cash and cash equivalents
The cash and cash equivalents in the statement of cash flows is made up as follows:
2021
£000
2020
£000
Cash and cash equivalents 301,021 142,052
Bank overdrafts included under loans and borrowings (1,899) –
Cash and cash equivalents 299,122 142,052
S
4
Capital Annual Report and Accounts 2021 149
3
18. Loans and borrowings
Loans and borrowings
Bank loans
£000
Senior
secured
term loan B
(TLB)
£000
Transaction
costs
£000
Loan
interests
£000
Total
£000
Balance at 1 January 2020 43,215 – (841) – 42.374
Additions 45,623 – (244) – 45,379
Acquired through business combinations 1,958 – – – 1,958
Repayments – – – – –
Charged to profit-or-loss – – 286 – 286
Exchange rate differences 489 – (45) – 444
Total transactions during the year 48,070 – (3) – 48,067
Principal amount 93,083 – (1,442) – 91,641
Accumulated repayments (1,798) – – – (1,798)
Accumulated charges to profit or loss – – 598 – 598
Balance at 31 December 2020 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 (110,895) – – (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
Principal amount 117,30 8 315,105 (9,789) – 422,624
Accumulated repayments (112,390) – – (5,488) (117, 878)
Accumulated charges to profit-or-loss (1,592) – 1,828 6,112 6,348
Balance at 31 December 2021 3,326 315,105 (7,961) 624 311,094
Repayment obligations coming year 1,899 – – 624 2,523
Long-term balance as at 31 December 2021 1,427 315,105 (7,961) – 308,571
Net debt reconciliation
2021
£000
2020
£000
Cash and cash equivalents 301,021 142,052
Loans and borrowings (excluding bank overdrafts) (317,156) (90,441)
Bank overdrafts (1,899) –
Net debt (18,034) 51,611
A. New facility agreement
On 6 August 2021, S
4
Capital Group signed a new facility agreement, consisting of a Term Loan B (TLB) of EUR
375 million and a multicurrency Revolving Credit Facility (RCF) of £100 million. During 2021 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 carried interest rate of the outstanding loans amounted to 2.96%
(2020: 1.42%) The average effective interest rate for the outstanding loans is 2.93% (2020: 1.38%) and during the
period interest expense of £6.2 million was recognised on a monthly basis.
Notes to the consolidated financial statements continued
S
4
Capital Annual Report and Accounts 2021150
Financial statements
B. Prepayment of previous facilities
On 9 August 2021, S
4
Capital Group has prepaid its previous facilities, consisting of a EUR 25.0 million term loan,
USD 28.9 million term loan, a multicurrency Revolving Credit Facility (RCF) of EUR 35 million, which was fully drawn
at the end of the reporting period, and a multicurrency Revolving Credit Facility (RCF) of EUR 43.5 million, which
was fully drawn at the end of the reporting period. The repayments of these facilities amounted to £110.6 million.
The capitalised transactions costs for these repaid facilities, which amounted to £1.0 million on 9 August 2021 were
charged to profit-or-loss.
The new 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 proforma 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.
19. Leases
Right-of-use assets
Total
£000
Balance at 1 January 2020 25,779
Acquired through business combinations 847
Additions 5,013
Disposals (867)
Depreciation of right-of-use assets (9,639)
Exchange rate differences 520
Balance at 31 December 2020 21,653
Restatement
1
5,177
Balance at 31 December 2020 26,830
Acquired through business combinations 6,022
Additions 15,487
Disposals (286)
Depreciation of right-of-use assets (10,786)
Exchange rate differences (659)
Balance at 31 December 2021 36,608
Note:
1. Restated for the initial accounting for the business combination of Decoded as required by IFRS 3. Details are disclosed in Note 4.
S
4
Capital Annual Report and Accounts 2021 151
3
Lease liabilities
Total
£000
Balance at 1 January 2020 26,762
Acquired through business combinations 846
Additions 4,897
Disposals (756)
Payment of lease liabilities (9,837)
Charge to the income statement 969
Exchange rate differences 108
Balance at 31 December 2020 22,989
Non-current lease liabilities 15,942
Current lease liabilities 7,047
Balance at 31 December 2020 22,989
Restatement
2
5,971
Balance at 31 December 2020 28,960
Acquired through business combinations 6,354
Additions 15,953
Disposals (74)
Payment of lease liabilities (10,903)
Charge to the income statement 1,602
Exchange rate differences 76
Balance at 31 December 2021 41,968
Non-current lease liabilities 31,423
Current lease liabilities 10,545
Balance at 31 December 2021 41,968
Note:
2. Restated for the initial accounting for the business combination of Decoded as required by IFRS 3. £5.9m consists of non-current lease liabilities of
£4.9m and current lease liabilities of £1m.
The lease liabilities and right of use assets mostly relate to rental contracts of offices.
Notes to the consolidated financial statements continued
S
4
Capital Annual Report and Accounts 2021152
Financial statements
20. Trade and other payables
Non-current
31 Dec 2021
£000
31 Dec 2020
£000
Other accruals 2,845 1,941
Total 2,845 1,941
Current
31 Dec 2021
£000
31 Dec 2020
Restated
1
£000
Trade payables 204,985 127, 3 44
Accruals 51,446 33,954
Deferred income
2
58,887 29,771
Other payables 8,741 –
Total 324,059 191,069
Notes:
1. Restated for the initial accounting for the business combinations of Decoded and Metric Theory as required by IFRS 3. Details are disclosed in Note 4.
2. The deferred income as at 31 December 2020 has been fully recognised in the results of 2021.
Current tax liabilities
31 Dec 2021
£000
31 Dec 2020
£000
Income taxes 6,550 5,874
Sales taxes 838 1,008
Wage taxes and social security contributions 10,112 5,598
Total 17,500 12,480
21. Equity
A. Share capital
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 555,307,572 (2020: 542,065,458) Ordinary Shares having a nominal value of £0.25 per Ordinary Share.
The changes in issued share capital, share premium, merger reserves and treasury shares of S
4
Capital plc (formerly
Derriston Capital plc) is summarised in the consolidated statement of changes in equity on page 112.
28 September 2018 // S
4
Capital issued 1 B share at a price of 100 pence per share to Sir Martin Sorrell. Please see
the Governance Report on page 61 for details.
12 March 2020 // S
4
Capital issued 10.4 million shares at a price of 186 pence per share in relation to the acquisition
of Circus.
16 April 2020 // S
4
Capital issued 1.0 million shares at a price of 25 pence per share in relation of the acquisition
of Circus.
24 April 2020 // S
4
Capital issued 1.0 million shares at a price of 148 pence per share in relation of the acquisition of
Conversion works.
19 May 2020 // S
4
Capital issued 6.5 million shares at a price of 171 pence per share in relation of the acquisition
of Firewood.
11 June 2020 // S
4
Capital issued 0.6 million shares at a price of 241 pence per share in relation of the acquisition
of Progmedia.
21 June 2020 // S
4
Capital issued 0.2 million shares at a price of 369 pence per share in relation of the acquisition
ofBizTech Russia & Kazakhstan.
24 June 2020 // S
4
Capital issued 0.8 million shares at a price of 234 pence per share in relation of the acquisition
of IMAgency.
S
4
Capital Annual Report and Accounts 2021 153
3
17 July 2020 // S
4
Capital issued 1.1 million shares at a price of 200 pence per share in relation of the acquisition
of Digodat.
16 July 2020 // S
4
Capital Group announced the placing of 36.8 million new Ordinary Shares at 315p, which
represented a small premium to the then market price and raised approximately £113 million net proceeds, which has
been used for further expansion, principally business combinations.
31 July 2020 // S
4
Capital issued 0.5 million shares at a price of 152 pence per share in relation of the acquisition
of Datalicious.
3 September 2020 // S
4
Capital issued 0.5 million shares at a price of 344 pence per share in relation of the acquisition
of Brightblue.
10 September 2020 // S
4
Capital issued 0.6 million shares at a price of 198 pence per share in relation of the
acquisition of WhiteBalance.
29 September 2020 // S
4
Capital issued 1.0 million shares at a price of 377 pence per share in relation of the
acquisition of Dare.Win
2 October 2020 // S
4
Capital issued 1.0 million shares at a price of 316 pence per share in relation of the acquisition
ofLens 10.
3 November 2020 // S
4
Capital issued 0.6 million shares at a price of 389 pence per share in relation of the acquisition
of Orca Pacific.
12 November 2020 // S
4
Capital issued 0.5 million shares at a price of 369 pence per share in relation of the acquisition
of BizTech.
31 December 2020 // S
4
Capital issued 7.4 million shares at a price of 494 pence per share in relation of the acquisition
of Metric Theory.
Employee stock options // During 2020 S
4
Capital issued 1.3 million shares regarding employee stock option plans.
13 January 2021 // S
4
Capital issued 0.5 million shares at a price of 536 pence per share in relation of the acquisition
of TOMORROW.
22 January 2021 // S
4
Capital issued 0.7 million shares at a price of 512 pence per share in relation of the acquisition
of STAUD.
16 April 2021 // S
4
Capital issued 0.7 million shares at a price of 580 pence per share in relation of the acquisition
of WhiteBalance.
19 April 2021 // S
4
Capital issued 0.6 million shares at a price of 570 pence per share in relation of the acquisition
of Digodat.
6 May 2021 // S
4
Capital issued 0.7 million shares at a price of 580 pence per share in relation of the acquisition
of IMAgency.
10 May 2021 // S
4
Capital issued 3.1 million shares at a price of 566 pence per share in relation of the acquisition
of Jam3.
30 July 2021 // S
4
Capital issued 0.2 million shares at a price of 694 pence per share in relation of the acquisition
of Destined.
2 August 2021 // S
4
Capital issued 0.04 million shares at a price of 706 pence per share in relation of the acquisition
of Digodat.
18 August 2021 // S
4
Capital issued 0.07 million shares at a price of 720 pence per share in relation of the acquisition
of TOMORROW.
13 September 2021 // S
4
Capital issued 1.9 million shares at a price of 791 pence per share in relation of the
acquisition of Cashmere.
21 September 2021 // S
4
Capital issued 1.6 million shares at a price of 804 pence per share in relation of the
acquisition of Zemoga.
24 September 2021 // S
4
Capital issued 0.8 million shares at a price of 805 pence per share in relation of the
acquisition of Jam3.
Notes to the consolidated financial statements continued
S
4
Capital Annual Report and Accounts 2021154
Financial statements
20 October 2021 // S
4
Capital issued 1.0 million shares at a price of 773 pence per share in relation of the acquisition
of Brightblue.
19 November 2021 // S
4
Capital issued 0.09 million shares at a price of 642 pence per share in relation of the
acquisition of Miyagi.
2 December 2021 // S
4
Capital issued 0.6 million shares at a price of 595 pence per share in relation of the acquisition
of Orca Pacific.
7 December 2021 // S
4
Capital issued 0.6 million shares at a price of 689 pence per share in relation of the acquisition
of Maverick.
6 January 2022 // S
4
Capital issued 0.2 million shares at a price of 539 pence per share in relation of the acquisition of
Dare.Win.
January 2023 // S
4
Capital plans to issue 6.5 million shares at a price to be determined on the date of issue in relation
to the acquisition of Decoded.
May 2023 // S
4
Capital plans to issue 3 million shares at a price to be determined on the date of issue in relation to the
acquisition of Raccoon.
June 2023 // S
4
Capital plans to issue 2.8 million shares at a price to be determined on the date of issue in relation to
the acquisition of Decoded.
September 2023 // S
4
Capital plans to issue 0.8 million shares at a price to be determined on the date of issue in
relation to the acquisition of Cashmere.
September 2023 // S
4
Capital plans to issue 0.7 million shares at a price to be determined on the date of issue in
relation to the acquisition of Zemoga.
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.
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 less transaction
costs (cash).
Merger reserves by merger relief Amount subscribed for share capital in excess of nominal value less transaction
costs as required by merger relief (shares).
Other reserves Other reserves include treasury shares issued in the name of S
4
Capital plc to an
employee benefit trust, EBT pool C, MightyHive and the deferred consideration of
Decoded, Racoon, Cashmere and Zemoga.
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.
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. Full disclosure of these shares is contained within the Remuneration
Report on page 65.
S
4
Capital Annual Report and Accounts 2021 155
3
22. Share-based payments
As at 31 December 2021, a total number of 9,897,066 (31 December 2020: 14,490,167) 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 2020 6,570 10,999 874 2 18,445
Granted 4,580 314 27 – 4,921
Vested (345) (2,577) (53) – (2,975)
Lapsed (188) (594) (46) – (828)
Outstanding at 31 December 2020 10,617 8,142 802 2 19,563
Granted 3,124 – – – 3,124
Vested (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
Exercisable at 31 December 2021 565 2,844 578 2 3,989
Within 1 year 2,480 865 – – 3,345
1-2 years 3,126 54 – – 3,180
2-5 years 5,714 14 – – 5,728
More than 5 years 600 – – – 600
Outstanding at 31 December 2021 12,485 3,777 578 2 16,842
Employee Share Ownership Plan (ESOP) - previously known as Discretionary Share Option Plan (DSOP)
In 2020, the S
4
Capital Group Board approved employee option schemes for key employees of 4,579,832 options over
S
4
Capital Ordinary Shares with an average exercise price of nil pence and a maximum term of six years. During 2021 an
additional 3,124,241 options has been approved by the Board with an exercise price in the range between nil and £8.04
and a maximum term of six 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 2021, 260,446 (2020: 344,616) options were exercised. During 2021 a total
charge of £5.9 million (2020: £3.4 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 ordinary shares. During 2019 another 3,404,458 RSUs were approved with an average exercise price of nil
pence and a maximum term of four years. During 2020 another 313,594 RSUs were approved with an average exercise
price of nil pence and a maximum term of four years. 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 4,114,655 shares (2020: 2,577,833) were exercised by
employees with an average exercise price of nil pence.
During 2021 a total charge of £0.8 million (2020: £1.4 million) is recognised in relation to the RSU plan.
All-employee incentive plan
In 2019, the S
4
Capital Group Board approved an employee option scheme of 873,500 options, with an average
exercise price of nil pence, over S
4
Capital Ordinary Shares for all employees employed by the S
4
Capital Group at
30 November 2018. Based on the number of years of service at MediaMonks Group all employees received a set
amount of options over S
4
Capital Ordinary Shares. In accordance with IFRS 2, the Group recognises a share-based
payment charge from January 2019 until vesting date in relation to this option plan. Vesting of the options are subject
to continued employment.
During 2021, nil costs (2020: £0.4 million) were recognised in relation to the all-employee incentive plan.
Notes to the consolidated financial statements continued
S
4
Capital Annual Report and Accounts 2021156
Financial statements
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 2021 a total charge of £7.1 million (2020: £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 71.
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 2021, 948,525 granted options in the DSOP and ESOP plans have an exercise price in the range between £1.80
and £8.04. The weighted average fair value of options granted in the year calculated using the Black-Scholes model
was as follows:
2021
Weighted average of fair value of options £2.25
Weighted average assumptions
Risk free rate 0.03%
Expected life (years) 4.0
Expected volatility 50%
Dividend yield n/a
Expected life is based on a review of historical exercise behaviour. 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 2021 was £6.20
(2020: £2.99).
The range of exercise prices of the share options outstanding as at 31 December 2021 outstanding and the weighted
average remaining contractual life were as follows:
Number of
options
Exercise
price
Remaining
contractual
life
Share options outstanding 13,938,589 £0.00 2022-2027
Share options outstanding 2,125,680 £1.42 2025
Share options outstanding 130,000 £1.80 2027
Share options outstanding 482,686 £4.88 2022-2024
Share options outstanding 36,356 £5.54 2024
Share options outstanding 90,585 £6.05 2024
Share options outstanding 38,509 £8.04 2024
Total share options outstanding 16,842,405
S
4
Capital Annual Report and Accounts 2021 157
3
23. Cashflow from operations
The following table shows the items included in the cash flows from operations.
Notes £000
2021
£000 £000
2020
£000
Cash flows from operating activities
(Loss)/profit before income tax (55,650) 3,096
Financial income and expenses 8 12,251 5,038
Depreciation and amortisation 56,456 37,015
Share-based compensation 22 13,876 12,331
Acquisition and set-up related expenses 7 83,496 14,338
Contingent consideration paid
1
7 (9,985) –
73,511 14,338
Loss on the net monetary position 1,344 –
Increase in trade and other receivables (131,662) (29,282)
Increase in trade and other payables 98,370 29,892
Cash flows from operations 68,496 72,428
Note:
1. Contingent consideration tied to employment is deemed remuneration expenses according to IFRS 3.
24. Dividends
Up to the date of approval of these financial statements and in 2021 and 2020 no dividends were paid or proposed by
S
4
Capital plc to its shareowners.
25. Related party transactions
Compensation for key management personnel is made up as follows:
2021
£000
2020
£000
Short-term employee benefits 1,548 1,547
Share-based payments 7,144 7,144
Total 8,692 8,691
Details of compensation for key management personnel are disclosed on pages 81 to 83.
S
4
Capital Group did not have any other related party transactions during the financial year (2020: nil).
Notes to the consolidated financial statements continued
S
4
Capital Annual Report and Accounts 2021158
Financial statements
26. Reconciliation to non-GAAP measures of performance
Management includes non-GAAP measures 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 management’s measures may not be calculated in the same way as
similarly titled measures reported by other companies; and these measures are useful in connection with discussions
with the investment community.
January to December 2021
Reported
£000
Amortisation
1
£000
Acquisition
and set-up
related
expenses
2
£000
Share-based
compensation
£000
Adjusted
£000
Operating (loss)/profit (42,055) 39,491 83,496 13,876 94,808
Net finance expenses (13,595) – – – (13,595)
(Loss)/profit before income tax (55,650) 39,491 83,496 13,876 81,213
Income tax expense (1,065) (6,941) (1,426) – (9,432)
Loss)/profit for the year (56,715) 32,550 82,070 13,876 71,781
Notes:
1. Amortisation relates to the amortisation of the intangible assets recognised as a result of the acquisitions.
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.
January to December 2020
Reported
£000
Amortisation
1
£000
Acquisition
and set-up
related
expenses
2
£000
Adjusted
£000
Adjusted
£000
Operating profit 8,133 23,148 14,338 12,331 57,950
Net finance expenses (5,037) – – – (5,037)
Profit before income tax 3,096 23,148 14,338 12,331 52,913
Income tax expense (7,025) (5,758) (1,238) – (14,021)
(Loss)/profit for the year (3,929) 17,39 0 13,100 12,331 38,892
Notes:
1. Amortisation relates to the amortisation of the intangible assets recognised as a result of the acquisitions.
2. Acquisition and set-up related expenses relate to acquisition-related bonuses of £2.2 million, transaction related advisory fees of £13.6 million and a
remeasurement gain for contingent consideration of £1.5 million.
Reconciliation to adjusted operational EBITDA
2021
£000
2020
£000
Operating (loss)/profit (42,055) 8,133
Amortisation of intangible assets 39,491 23,148
Acquisition and set-up related expenses 83,496 14,338
Share-based compensation 13,876 12,331
Depreciation of property, plant and equipment
1
6,179 4,228
Adjusted operating EBITDA 100,987 62,178
Note:
1. Depreciation of property, plant and equipment is exclusive of depreciation on right-of-use assets.
Billings
2021
£000
2020
£000
Revenue 686,601 342,687
Pass-through expenses 610,249 307,6 67
Billings
1
1,296,850 650,354
Note:
1. Billings is gross billings to clients including pass-through expenses.
S
4
Capital Annual Report and Accounts 2021 159
3
Adjusted basic net result per share 2021 2020
Weighted average number of shares in issue 551,752,618 493,290,974
Adjusted net result attributable to equity of owners of the Company (£000) 71,781 38,892
Adjusted basic net result per share (pence) 13.0 7.9
Adjusted operating EBITDA 100,987 62,178
27. Unrecognised items
A. 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 2021, S
4
Capital Group has no capital commitments outstanding
(2020: nil).
28. Events occurring after the reporting period
A. Business combinations
For all combinations announced in 2021 the purchase price allocation is preliminary. Assets acquired and liabilities
assumed were recorded in 2021 at estimated fair values based on management’s estimates, available information,
and supportable assumptions that management considered reasonable. The Company is in the process of finalising
all purchase accounting adjustments related to its newly announced combinations.
On 12 January 2022, S
4
Capital plc announced that 4 Mile Analytics, a California-based full-service data consultancy
specializing in custom data experience powered by the Looker platform, combined with Media.Monks, for a total
estimated consideration of £27.2 million for 100% of equity and voting rights in 4 Mile Analytics. The combination
significantly expands Media.Monks’ capabilities of its Data&Digital Media practice. The combination augments
its global analytics capabilities and expands its client base. 4 MileAnalytics is a leader in data analytics, data
engineering, data governance, software engineering, UX design andproject & product management.
Notes to the consolidated financial statements continued
S
4
Capital Annual Report and Accounts 2021160
Financial statements
Notes
2021
£000
2020
Restated
1
£000
Assets
Fixed assets
Investments 1 905,008 752,337
905,008 752,337
Current assets
Trade and other receivables 2 3,703 1,978
Cash and cash equivalents 3 3,454 560
7,157 2,538
Total assets 912 ,165 754,875
Liabilities
Provision for liabilities – 46
Current liabilities
Trade and other payables 4 3,413 3,813
3,413 3,813
Total liabilities 3,413 3,859
Net assets 908,752 751,016
Equity 5
Share capital 138,827 135,516
Reserves 769,925 615,500
Total equity 908,752 751,016
Note:
1. Restated for the initial accounting for the business combination of Decoded as required by IFRS 3. Details are disclosed in Note F.
The Company reported a net profit for the financial year ended 31 December 2021 of £10.8 million (2020: £3.9 million
loss). The accompanying notes on pages 163 to 166 form an integral part of the Company financial statements.
The financial statements on pages 161 to 166 were approved by the Board of Directors on 14 May 2022 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 2021
S
4
Capital Annual Report and Accounts 2021 161
3
Company statement of changes in equity
Equity
Number of
shares
Share
capital
£000
Share
premium
£000
Merger
reserves
£000
Other
reserves
£000
Retained
earnings
£000
Total
£000
Balance at 1 January 2020 469,227,259 117,307 174,302 205,717 (1,160) 7,274 503,440
Loss for the year – – – – – (2,924) (2,924)
Total comprehensive loss – – – – – (2,924) (2,924)
Transactions with owners of
the Company
Issue of Ordinary Shares 36,766,642 9,192 103,995 – – – 113,187
Business combinations 34,744,022 8,686 84,564 – 28,655 – 121,905
Employee share schemes 1,327,535 331 1,334 – (454) 11,9 63 13,174
Balance as previously reported 542,065,458 135,516 364,195 205,717 27,041 16,313 748,782
Restatement
1
– – – – 2,234 – 2,234
Balance at 31 December 2020 542,065,458 135,516 364,195 205,717 29,275 16,313 751,016
Profit for the year – – – – – 10,835 10,835
Total comprehensive loss – – – – – 10,835 10,835
Transactions with owners of
the Company
Issue of Ordinary Shares – – – – – – –
Business combinations 13,242,114 3,311 82,715 – 45,856 – 131,882
Employee share schemes – – – – (110) 15,129 15,019
Balance at 31 December 2021 555,307,572 138,827 446,910 205,717 75,021 42,277 908,752
Note:
1. Restated for the initial accounting for the business combination of Decoded as required by IFRS 3. Details are disclosed in Note F.
The accompanying notes on pages 163 to 166 form an integral part of the Company financial statements.
S
4
Capital Annual Report and Accounts 2021162
Financial statements
Notes to the Company financial statements
A. General
The Company financial statements are part of the 2021 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
These financial statements were prepared in accordance with Financial Reporting Standard 101 Reduced Disclosure
Framework (FRS 101) and The Companies Act 2006 as applicable to companies using FRS 101. In preparing these
financial statements, the Company applied the recognition, measurement and disclosure requirements of UK-adopted
International Accounting Standards and with the Companies Act 2006 and has set out below where advantage of the
FRS 101 disclosure exemptions has been taken.
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; and
•
disclosures in respect of the compensation of key management personnel.
As the Group financial statements (presented on pages 108 to 160) 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
On 31 December 2020, IFRS as adopted by the European Union at that date was brought into UK law and became
UK-adopted International Accounting Standards, with future changes being subject to endorsement by the UK
Endorsement Board. S
4
Capital transitioned to UK-adopted International Accounting Standards in its Company
financial statements on 1 January 2021. This change constitutes a change in accounting framework. However, there is
no impact on recognition, measurement or disclosure in the period reported as a result of the change in framework.
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 financial year 2021, the following amendments to standards and interpretations became effective:
Interest Rate Benchmark Reform - phase 2
The amendments Interest Rate Benchmark Reform – phase 2 (amendments to IFRS 9, IAS 39, IFRS 7, IFRS 4 and
IFRS 16) issued by the IASB were effective from 1 January 2021. The amendments provide relief on certain existing
requirements in IFRS Standards, relating to modifications of financial instruments and lease contracts or hedging
relationships triggered by a replacement of a benchmark interest rate in a contract with a new alternative benchmark
rate, as a result of Interest Rate Benchmark Reform. There has been no material impact to the Company’s financial
statements as a result of the application of these amendments.
Covid-19 Related Rent Concessions beyond 30 June 2021
The amendment to IFRS 16, Covid-19-Related Rent Concessions beyond 30 June 2021 issued by the IASB was
effective from 1 April 2021. It provides an extension to the period under which practical relief to lessees could be
applied in accounting for rent concessions occurring as a direct consequence of covid-19, as introduced in the
original amendment, Covid-19-Related Concessions (amendment to IFRS 16). There has been no material impact to
the Company’s financial statements as a result of the application of this amendment.
S
4
Capital Annual Report and Accounts 2021 163
3
Notes to the Company financial statements continued
IFRIC Agenda Decision on Accounting Treatment for Configuration and Customisation Costs in a Cloud
Computing Arrangement
In April 2021, an IFRIC agenda decision was issued in relation to the accounting treatment for configuration and
customisation costs in a cloud computing arrangement. This guidance clarified that in order for an intangible asset
to be capitalised in relation to customisation and configuration costs in a software-as-a-service (SaaS) arrangement,
it is necessary for there to be control of the underlying software asset or for there to be a separate intangible asset
which meets the definition in IAS 38 Intangible Assets. There has been no material impact to the Company’s financial
statements as a result of the application of this interpretation.
E. New and amended standards and interpretations not yet adopted
Certain new accounting standards and interpretations have been published that are not mandatory for 31 December
2021 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 and on foreseeable future transactions.
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 judgments
The preparation of the Financial Statements in conformity with generally accepted accounting principles requires
management to make estimates and judgments 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 estimates.
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 expense. Exchange differences on all other foreign currency transactions are recognised in
operating profit.
Determining whether fixed asset investments are impaired requires judgment and estimation. The Directors
periodically review fixed asset investments for possible impairment when events or changes in circumstances
indicate, in management’s judgment, that the carrying amount of an asset may not be recoverable. Such indicating
events would include a significant planned restructuring, a major change in market conditions or technology and
expectations of future operating losses or negative cash flows. When such impairment reviews are conducted,
the Company will perform valuations based on cash flow forecasts, following the same valuation methodologies
and assumptions as set out in the Group’s annual goodwill reviews described in Note 11 to the consolidated
financial statements.
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 utilised. This requires judgments 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 realised based on tax rates that have been enacted or substantively
enacted by the reporting date.
S
4
Capital Annual Report and Accounts 2021164
Financial statements
Accruals for tax contingencies require management to make judgments 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 expects 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 shareowners’ 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 and in 2021, 2020, no dividends were paid by S4Capital plc to
its shareowners.
Employees
The Company had no employees during either year. Details of Directors’ emoluments, which were paid by another
Group company, are set out in the Directors’ Remuneration Report on pages 71 to 91.
Restatements
The Group has restated its consolidated balance sheet as of 31 December 2020 for business combinations as
disclosed in Note 4 of the Consolidated financial statements 2021. Restatements related to the business combination
of Decoded have impacted the Company balance sheet as of 31 December 2020 in the Company financial statements
2021 as follows:
Restatement Note
31 Dec 20
£000
Adjustment
£000
31 Dec 2020
Restated
£000
Investments in subsidiaries 750,103 2,234 752,337
Other reserves 27,041 2,234 29,275
1. Investments in subsidiaries
Investments in subsidiaries are stated at cost less, where appropriate, provisions for impairment.
31 Dec 2021
£000
31 Dec 2020
Restated
1
£000
Balance as at the beginning of the year 752,337 503,236
Capital contributions 138,795 237,13 6
Share-based compensation 13,876 11,965
Balance as at the end of the year 905,008 752,337
Note:
1. Restated for the initial accounting for the business combination of Decoded as required by IFRS 3. Details are disclosed in Note F.
S
4
Capital Annual Report and Accounts 2021 165
3
The Company directly holds 100% ownership in S
4
Capital 2 Ltd. The Company indirectly holds effectively 100%
of ordinary shares in the entities as disclosed in Note 14 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. At the end of the reporting period, there was no indication of impairment (2020: nil).
2. Trade and other receivables
31 Dec 2021
£000
31 Dec 2020
£000
Value added tax 467 697
Corporate tax 774 669
Trade receivables 1,358 295
Other receivables and prepayments 1,104 317
Total 3,703 1,978
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
31 Dec 2021
£000
31 Dec 2020
£000
Cash and cash equivalents 3,454 560
Total 3,454 560
4. Trade and other payables
31 Dec 2021
£000
31 Dec 2020
£000
Trade payables 2,317 2,271
Other payables and accruals 1,096 1,542
Total 3,413 3,813
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 555,307,572 (2020: 542,065,458) 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 losses 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 71 to 91. The Company did not have
any other related party transactions during the financial year (2020: 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
S
4
Capital Annual Report and Accounts 2021166
Financial statements
Shareowner information
Advisers and registrars
Principal bankers HSBC Bank Plc
Credit Suisse AG, London Branch
Barclays Bank plc
Joint brokers Dowgate Capital Limited
Morgan Stanley & Co
Jefferies International Limited
Independent auditors PricewaterhouseCoopers LLP
Financial advisers BDO LLP
Lawyers Travers Smith LLP
Loeb and Loeb 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 Theresa Dadun
ISIN GB00BFZZM640
Ticker SFOR
Registered office 12 St James’s Place
London
SW1A 1NX
Website www.s
4
capital.com
S
4
Capital Annual Report and Accounts 2021 167
3
S
4
Capital Annual Report and Accounts 2021168
Designed and produced by Radley Yeldar www.ry.com
in association with Media.Monks www.mediamonks.com.
Printed sustainably in the UK by a CarbonNeutral
®
company with
FSC
®
chainofcustody and an ISO 14001 certified environmental
management systemrecycling over 99% of all dry waste.
© S
4
Capital plc 2022
Content
•
Data&Digital Media
•
Technology Services