DWF Group plc

Annual Report and Accounts 2022

Stronger together,
driving positive outcomes
Who we are
DWF is a leading global provider of integrated legal and
business services.

Our purpose
Delivering positive outcomes with our colleagues, clients
and communities.

What we do
We have listened to our clients, and there is a growing desire
for legal and business services to be delivered in an easier
and more efficient way. So, we’ve built our range of services
on this principle.

How we do it
We have three offerings – Legal Advisory, Mindcrest and
Connected Services. Our ability to seamlessly combine
any number of these services to deliver bespoke solutions
for our clients is our key differentiator. Delivered through
our global teams across eight core sectors, our Integrated
Legal Management approach delivers greater efficiency,
price certainty and transparency for our clients without
compromising on quality or service.

01 Strategic report 57 Governance 120 Financial statements

01 Highlights of our year 57 Chair’s governance overview 120 Independent Auditor’s report to the
02 Our business at a glance 58 Board of Directors members of DWF Group plc
04 Reasons to invest in us 60 Executive Board 126 Consolidated income statement
06 Chair’s statement 61 Statement of compliance with the UK 126 Consolidated statement of
08 Group Chief Executive Officer’s review Corporate Governance Code 2018 comprehensive income
10 Our market drivers (the ‘Code’) 127 Consolidated statement of
12 Our business model 62 Board leadership and financial position
13 Our business model, delivering Company purpose 128 Consolidated statement of changes
positive outcomes 67 Division of responsibilities in equity
14 Our long-term profitable 69 Composition, succession 129 Consolidated statement of cash flows
growth strategy and evaluation 130 Consolidated notes to the
16 Our purpose 72 Nomination Committee report financial statements
17 Our purpose in action 75 Audit, risk and internal control 161 Company statement of
20 Key performance indicators 75 Audit Committee report financial position
22 Financial review 80 Risk Committee report 162 Company statement of
26 Section 172(1) statement 83 Remuneration changes in equity
28 Engaging with our stakeholders 83 Directors’ Remuneration report 163 Company notes to the
32 Environmental, Social and 115 Directors’ report financial statements
Governance report 119 Directors’ responsibility statement 168 Unaudited information
34 Our ESG Strategy at a glance
174 Other information
49 Non-Financial Information Statement
174 Shareholder information
50 Risk management, our approach
175 Corporate information
52 Principal risks
176 Principal offices
55 Viability statement

 DWF Group plc | Annual Report and Accounts 2022

Highlights of our year

Strategic report
Governance
Global expansion Client wins

Financial statements
We announced a new association in Portugal We were appointed to 32 legal panels
and our first Connected Services association through FY2022, including to the UK central
in Iberia and Latin America. We also opened government legal services panel.
a regional headquarters for business
services in Riyadh and our fourth Spanish
office, in Seville.

Other information
Financial highlights Non-financial highlights

Revenue Net revenue Client net promoter score

£416.1m £350.2m +63

An increase from +49 driven by our
FY22 £416.1m FY22 £350.2m ability to provide an integrated solution
FY21 £400.9m FY21 £338.1m to our clients’ challenges, in more
markets than ever.
FY20 £356.6m FY20 £297.2m

Definition* Launch of ESG Strategy

Profit / (loss) before tax Adjusted profit before tax

50%
£22.3m £41.4m We published our first Environmental,
Social and Governance (‘ESG’) Strategy,
with ambitious targets on climate and
FY22 £22.3m FY22 £41.4m stretched targets to further improve
FY21 £(30.6)m FY21 £34.2
Diversity & Inclusion. These included
our commitment to reduce emissions
FY20 £18.2m FY20 £15.2m
by 50% by 2030, compared with 2019.
Definition*
Colleague engagement survey score

76
Cost to income ratio Lock-up days

38.4% 179 Our engagement score remained 76,

whilst the response rate increased
FY22 38.4% FY22 179 by more than 10% with nearly 3,000
FY21 39.2% FY21 184 colleagues participating.
FY20 41.4% FY20 206
DWF Foundation

£317,725
Definition* Definition*
* See glossary to the financial statements for
definitions of all adjusted measures
awarded in grants in the past year

DWF Group plc | Annual Report and Accounts 2022 01

Strategic report

Our business at a glance

Our vision Our offerings

To be the leading global Legal Advisory
provider of integrated legal Premium legal advice and excellent
client service. Our teams bring
and business services commercial intelligence and relevant
Legal
industry experience. Advisory
Our purpose
Delivering positive outcomes Mindcrest
Outsourced and process-led
with our colleagues, clients alternative legal services offering,
and communities designed to standardise, systematise,
Connected
scale and optimise legal workflows for Mindcrest
areas such as contract management Services
and ensuring regulatory obligations
are met for our customers.

Connected Services
Our range of products and
business services that enhance
and complement our legal offering.

We act with purpose:

To deliver positive outcomes with our colleagues, clients and communities

We have an ambitious and sector We are not just a law firm What does that mean for our colleagues?
leading ESG Strategy with a proven • We are the world’s only listed global • Working together with a strong sense
track record of delivery legal business of purpose, we know we can make a
difference with each other, with our
• We have a clear commitment to halve • We have a unique vision to become the
clients and with our communities
our carbon emissions and be Net Zero leading global provider of integrated legal
by 2030 and business services, building a global • Being part of a pioneering business which
professional services business whose is disrupting the legal sector
• We continue to stretch ourselves to
DNA is rooted in law
become more diverse and inclusive • Enjoying future career opportunities on
through a range of targets including 40% • We achieve this through our Integrated a global scale and outside of traditional
female and 10% BAME across partner Legal Management approach – we are law at the cutting edge of modern legal
and equivalent roles by 2025 the only legal business to have acquired and business services
a recognised Alternative Legal Services
• Since it launched in 2015, the DWF • Through our listed company status,
Provider (Mindcrest) and to operate a
Foundation has distributed c.£900,000 an opportunity to own shares in DWF
range of business products and services
through more than 400 grants to charities from an early stage in your career
(Connected Services)
in our local communities
• Reward and benefits which are
• We are a hybrid working business – our
competitive, family friendly and help
offices are only one environment in
us to deliver on our sustainability goals
which our colleagues and clients work
and collaborate

02 DWF Group plc | Annual Report and Accounts 2022

 Strategic report
Our differentiator Net revenue by division*

Governance
Our Integrated Legal
2022 2021
Management approach
Legal
£292.0m
Our ability to seamlessly combine
any number of our offerings to deliver
bespoke solutions for our clients is Advisory
our key differentiator. Delivered through (Revenue £355.1m) £285.3m
our global teams across eight core sectors, (Revenue £345.6m)
our Integrated Legal Management approach

Financial statements
£24.4m
delivers greater efficiency, price certainty
and transparency for our clients without Mindcrest
compromising on quality or service.
(Revenue £26.8m) £24.4m
For more information, see pages 12 to 13 (Revenue 26.6m)

Connected
Services £33.9m

Other information
(Revenue £34.2m) £28.4m
(Revenue £28.8m)

* see glossary to the financial statements for the definition of net revenue

Where we operate

We continue to build our presence globally DWF offices Associations

through acquisitions, associations and • Australia • Hong Kong
lateral hires. This year we opened in • Canada • Kingdom of Saudi Arabia
Seville, our fourth office in Spain, and we • France • Portugal
established a new regional headquarters • Germany • Republic of Singapore
for business services in the Middle East, • India • Republic of South Africa
through the launch of our office in Riyadh. • Ireland • Turkey
We also established a new association in • Italy • United States of America
Portugal and we announced our first • Poland
Connected Services association. • Qatar
• Spain
• UAE
• United Kingdom
• United States of America

DWF Group plc | Annual Report and Accounts 2022 03

Strategic report

Reasons to invest in us

We are a leading global provider of

integrated legal and business services.
The opportunity: The $750bn global legal
services market is growing at 5% annually
and it is transforming in a technology-driven
era, with the alternative legal services market
growing at 15%.

A unique, modern A global business Predictable, recurring and

and integrated with multi-jurisdictional diverse revenues sit alongside
service platform expertise a quality M&A track record

DWF is the only legal and business services With offices and associations located Our growth is underpinned by our
provider leading with the integrated across the globe, our presence significant recurring revenues from blue
proposition multinational clients want, and distinguishes us from other listed legal chip clients in our largest markets of
the only one to own a top tier provider of services providers and enables us to insurance, financial services and real estate
alternative legal services, Mindcrest. Our support clients on complex cross-border – supported by our strategy of acquiring
integrated approach combines premium mandates and secure appointment to complementary businesses with high
legal advice, outsourced and process-led multi-jurisdictional legal panels. recurring revenues and strong cash
legal services and associated business generation. Our breadth of services and
services and products, helping to improve sector expertise, together with our global
efficiency while ensuring quality. presence, ensure our revenues are
diversified and we are well positioned
throughout the economic cycle.

04 DWF Group plc | Annual Report and Accounts 2022

 Strategic report
Governance
Financial statements
Other information
Talented and incentivised An experienced and Building on our established
experts at the heart of diverse management team programmes to become the
everything we do focused on growth market leader on ESG

Our business is powered by people who are Led by Sir Nigel Knowles, our Executive We have set a number of ambitious new
experts at what they do, and by combining Board offers years of experience across targets to drive progress across our
their talents with investment in technology legal and business services. They work business, particularly in relation to climate
and innovation driven by client need, we together to inspire a global one team action and equality, diversity and inclusion.
offer something new, compelling and highly culture, which maximises new business and These targets build on our established
effective. Offering equity in our compensation growth opportunities across all our markets. programmes and the actions we take in
makes us unique as a global provider of support of the UN Global Compact and
integrated legal and business services, the Sustainable Development Goals. We are
creates an alignment of interests between now going further to live our purpose and
all of our Shareholders, and enables a achieve our goal of being the market leader
long-term perspective. on ESG.

For more information, see pages 32 to 49

DWF Group plc | Annual Report and Accounts 2022 05

Strategic report

Chair’s statement

Dear Shareholder, Leadership

I am delighted to welcome you to our Annual It has been a year of stability, with no
Report and Accounts for the year ended changes to the Board. I would like to thank
30 April 2022. We have experienced another all of our Board members for their time
year of global volatility, with the economic and focus throughout this year. I would
recovery from COVID-19 impacted by particularly like to thank Seema Bains
inflationary pressures and the terrible and Michele Cicchetti for their invaluable
events in Ukraine. Throughout this period, contributions and diversity of thought
DWF has focused on living its purpose as we and experience as Partner Directors
seek to deliver positive outcomes with our on the Board.
colleagues, clients and communities. Culture
This focus on purpose is central to the Our vision is to create a culture and working
culture of our business and a critical reason environment where all colleagues can
why we have performed well. I would like to contribute authentically at their highest
offer my thanks, and the thanks of the whole level to create long-term value aligned to
Board, to all of our colleagues across the our purpose and vision. This means a
Group for their continued commitment, sustainable business where everyone is
dedication and high-quality delivery included, engaged, valued and equipped
throughout the year. with skills for today and the future.

Group performance We know from our colleague engagement

In my statement in last year’s Annual Report, survey, which saw an increase in
I said that our FY2020/21 performance had respondents as compared with the last
provided the Group with a platform to survey, that 89% feel treated with respect
deliver sustainable profitable growth. That by their colleagues and 87% feel they can
has certainly proven the case this year, with be themselves at work. For the first time,
both revenue and statutory profit growth we asked colleagues if they feel supported
and a further reduction in lock-up days, to adopt a hybrid model of working. We were
reflecting continued progress in improving pleased to find that 83% do feel supported,
our operational efficiency. which reflects the focus given to this topic as
more and more of our colleagues work in
“Our new global operating Our like-for-like net revenue growth rate this way.
structure, which came of 7% is strong and sustainable (reported
revenue growth is 4%). We have good Our overall colleague engagement score of 76
into effect on 1 May 2021, momentum from the final quarter of has remained consistent despite significant
is delivering the benefits FY2021/22 which has continued into this periods of change over the past two to three
years, both in the business and in the general
of greater integration new financial year and so we look forward
global economic and working environment.
with optimism.
and alignment of our We are proud that our main colleague
Our new global operating structure, which
colleagues and services for came into effect on 1 May 2021, is delivering recognition programme, The Rubie Awards,
the benefit of our clients.” the benefits of greater integration and saw a record number of submissions this
alignment of our colleagues and services year. More than 800 colleagues took the
Jonathan Bloomer time to nominate one of their peers for an
for the benefit of our clients. We see the
Chair award, whilst there were around 15,000
impact of this with more of our largest
clients interested in our ability to offer instant recognitions through our Achievers
a global, Integrated Legal Management platform. This focus on colleague
approach. We have secured a number of recognition is an important element of the
important client wins including the UK culture we wish to create, ensuring everyone
central government legal services panel, feels recognised, respected and thanked
NHS Resolution, Allianz and LV=. We also properly for their contribution to the overall
saw a sharp rise in our Net Promoter Score, success of the Group.
which Sir Nigel talks more about in his Q&A.

06 DWF Group plc | Annual Report and Accounts 2022

 Strategic report
Culture is also at the heart of our workplace ESG is a critical business issue, which is why Looking ahead

Governance
strategy. As we prepared for COVID-19 we focus on it so closely. The first two months of trading for
restrictions to ease across our locations, we FY2022/23 have been strong, showing
I talk more about our purpose, values and
consulted regularly with colleagues through continued momentum in line with Q4 of
culture in the Governance introduction on
surveys and workshops to ask them how, FY2021/22. As we progress through
page 57. You can read more detail on our
where and when they want to work. Their FY2022/23, we will continue to execute
priorities and actions in our separate
views and preferences have been reflected effectively against our strategy to drive
Sustainability Report and on pages 32 to 49.
and now more of our colleagues than ever profitable growth through our Integrated
are benefiting from our hybrid working Dividend Legal Management proposition. Despite the
model, which continues to develop through The Group’s capital allocation policy prospect of challenging macro-economic

Financial statements
our workplace strategy. prioritises having sufficient capital to fund conditions, we remain confident in our
ongoing operating requirements, and to medium-term guidance.
Our role in society
invest in the Group’s long-term growth.
ESG has been one of the core areas of focus
Taking this into account, the Board targets a
for the Board this year, with Kirsty Rogers,
pay-out ratio of up to 70% of adjusted profit Jonathan Bloomer
Group Head of ESG, joining us at our Board
after tax. For FY2021/22, the Board has Chair
meetings on a regular basis to discuss
proposed a final dividend of 3.25 pence per
progress in the formulation and delivery of 20 July 2022
share, representing an increase of 8% on the
our first global ESG Strategy. I am delighted
final dividend paid last year and taking the

Other information
that this strategy was published in
total dividend for the year to 4.75 pence,
December, with Shareholders provided with
reflecting a pay-out ratio of 44%. This
an opportunity to hear about it at our
pay-out ratio reflects a progressive dividend
half-year presentation.
in absolute terms, but retains a proportion
Through this strategy, we have committed of FY2021/22 profits to invest in near-term
to ambitious science-based targets to drive growth opportunities. If approved by
climate action and to stretch targets to Shareholders at the forthcoming Annual
further improve Diversity & Inclusion and General Meeting, the final dividend will be
social mobility. paid on 7 October 2022 to all Shareholders
on the register on 9 September 2022.
Early actions taken since publication of our
Details of our dividend policy can be found
strategy include launching our ESG Client
on pages 25 and 116.
Policy and establishing our Risk & Sanctions
Committee. We have also introduced D&I Remuneration Policy
objectives for all people managers, secured Our Remuneration Policy is being put
approval of our climate targets from the before Shareholders for approval at our
Science-Based Targets initiative and forthcoming Annual General Meeting. The
achieved Bronze Standard from the Carbon Remuneration Policy was reviewed by the
Literacy Project. Remuneration Committee to ensure it
continues to support delivery of our
We have also developed a programme
business strategy. Following that review,
of activities and resources to support
some minor amendments are proposed in
colleagues’ physical and mental health, led
order to provide greater clarity and to add
by the Group’s Wellbeing Committee.
limited additional flexibility in specific areas.
Stakeholders across the sector are holding More information is available in the
legal services providers to account for Remuneration report, which can
their actions on ESG. Employees, clients, be found on pages 83 to 114.
communities and regulators, expect firms
Annual General Meeting 2022
to lead with purpose and to have a clear
The Annual General Meeting will be held on
strategy for improving performance on ESG
28 September 2022. You can read more on
matters. DWF’s own research has found that
the arrangements for the AGM on page 174.
companies risk losing clients and talent if
they have weak ESG performance.

DWF Group plc | Annual Report and Accounts 2022 07

Strategic report

Chief Executive
Officer’s review

How did the Group perform  ow are your clients responding

H
Q this year?
Q to DWF’s Integrated Legal
Management approach?
We are pleased with the progress we
have made this year. FY2020/21 was a In short, very well. We continue to see an
transformational year for our business evolution in the legal services market,
and, in FY2021/22, we have continued to with changing buyer behaviours and an
transform, not least through the successful increasing demand for alternative legal
implementation of our new global operating services and related business services.
model. We have also embedded our working Our differentiated proposition leaves us
capital and client programme initiatives really well placed in this regard and we have
introduced in the prior year and are seen a growing number of our key clients
benefiting from the impact of various office taking services from more than one division.
restructures. Together, these actions have
We work with Deep-Insight, a research
contributed to a year of sustained profitable
company with more than 20 years’
growth. Adjusted profit before tax increasing
experience with large B2B organisations,
by 21% against a strong prior year is a result
to carry out regular independent customer
we are proud of and has been achieved
relationship quality assessments, including
thanks to margin improvement across each
calculation of our net promoter score.
of our three divisions combined with
ongoing rigour in our control of costs. This We were delighted that our ability to provide
has also led to a return to statutory profit an integrated solution to our clients’
before tax for the year of £22.3m challenges, in more markets than ever, was
(FY2020/21: loss of £30.6m). a factor in the strong net promoter score of
+63 in our census of more than 500 clients.
Our performance this year is evidence of
the increasing maturity of our business, This year we commissioned independent
the appeal of our offering to clients and research from Thomson Reuters, the
our confidence in the medium-term targets findings of which support our confidence
we have outlined to Shareholders. With in our business model. Their analysis
“Our performance this like-for-like growth of 7%, we have shows that the legal services market overall
year evidences the demonstrated that we are on track to continues to grow, but with the strongest
deliver the top-line performance implied growth in the ALSP market. They also found
increasing maturity of in our guidance. Some of our transactional that traditional law firms are evolving but
our business, the appeal practices had outstanding double-digit are failing to adapt quickly enough to
growth, but we also have the bedrock of
of our offering to clients Insurance in our business which, whilst it
respond to new competitors, or to
differentiate their services by offering
and our confidence in the tends to grow at a slower rate, helps to alternative approaches.
medium-term targets protect the business from the volatility
Our highly differentiated proposition and
that can be seen in more transactionally
we have outlined to focused businesses. stellar client base leaves us well placed to
Shareholders.” compete effectively against traditional and
new legal services providers. As we talk to
Sir Nigel Knowles our largest and fastest-growing clients about
Group Chief Executive Officer the benefits of our proposition, we are
already beginning to capitalise on these
shifting market dynamics.

08 DWF Group plc | Annual Report and Accounts 2022

 Strategic report
 ow has the ‘The Great Resignation’
H I n FY2021/22, you extended your What is the outlook for the
Q Q Q

Governance
and the ‘war for talent’ affected capabilities through new offices, year ahead?
DWF this year? associations and M&A in Saudi
Arabia, Portugal, Spain and The first two months of trading for
There is no doubt that this has been one of Canada. Why those markets, FY2022/23 have been strong, showing
the biggest issues facing the legal sector and and where next? continued momentum in line with Q4 of
other professional services over the past FY2021/22. Despite the prospect of
12 months. Similar to other professional We have a client-led approach to our global challenging macro-economic conditions,
services firms, we have seen attrition levels expansion. In late FY2019/20 and early we remain confident in our medium-term
increase and it will remain a challenge for FY2020/21 we conducted a global review guidance. This confidence is supported by

Financial statements
our business in the year ahead, but we are to identify those markets where we felt we the defensive nature of the Group’s revenue
confident in our balanced approach, which needed a presence, either through a DWF being weighted towards litigation and the
responds to external market factors whilst office or via a local association. This work recurring revenues in Insurance, which has
also offering a more progressive working helped us to identify priority markets and always protected the Group from artificial
environment and seeking to capitalise on we are pleased with the progress made in peaks and hedges against a slowdown in
our ability to use share incentives as part of the past 12 months. transactional activity.
our reward strategy.
We returned to M&A early in FY2021/22
As I commented during this financial year, through two bolt-on acquisitions in the
Sir Nigel Knowles

Other information
offering more and more money to young UK and Canada within Connected Services.
Group Chief Executive Officer
people is only a sticking plaster. It is not a We also have a strong pipeline of M&A
sincere, sustainable or healthy solution for opportunities and anticipate having more 20 July 2022
anyone. Of course we must ensure pay is to report in the short to medium term.
competitive, attractive and a fair reward,
Our Saudi business is performing well and has
but we believe there must be more than
won a number of instructions, including with
this one-dimensional offering.
Engineer Holding Group and its subsidiary, the
We have emphasised our purpose-led Saudi Media Company. We are also pleased
approach, delivering positive outcomes with our new association relationships,
with colleagues, clients and communities. including our affiliation with Hauzen LLP in
We have committed to clear and ambitious Hong Kong which we announced in May this
targets on climate, diversity and inclusion year. We now have association relationships in
through our ESG strategy, offering all eight markets, including our first Connected
colleagues the opportunity to get involved Services association with RTS Group in Iberia
and drive progress. We have delivered a and Latin America.
true hybrid working model through which
our offices are just one environment in
which colleagues and clients work and
collaborate. Shortly after this financial
year-end, we appointed advisors to work
with us on improving the design of our
offices to ensure they are fit for these
new ways of working.
Furthermore, we have reviewed our reward
offering, including a comprehensive pay
review, share awards to more than 650
colleagues and reducing the vest period for
colleagues to receive such awards in future.
In the UK, we have also significantly
improved our family friendly policies,
demonstrating to existing and potential
colleagues that we put them first when
events in their lives naturally take priority
over their work commitments. Working with
our country leadership we will look to roll
out many of these policies globally
moving forward.

DWF Group plc | Annual Report and Accounts 2022 09

Strategic report

Our market drivers

Market driver Description

Market overview
Whilst the global economy remains A globally growing and The legal services industry continues to grow,
fragile, the past year has continued to with Thomson Reuters tracking global growth
see growth in the legal and business consolidating market at around 5% each year, whilst sub-sets of
services market. The comparative health the industry, such as alternative legal
of the sector has supported the drive services, are growing much more quickly,
towards a consolidating market, with at 15% or more. As anticipated in last year’s
more firms showing interest in growing Annual Report, we saw a resumption of M&A
their offering through acquisition. activity in the latter half of 2021 and this
trend has gathered pace so far this year.
Similarly, the trend towards clients
The war in Ukraine and global inflationary
spending an increasing proportion of
pressures are among factors contributing to
their legal spend on alternative legal
market hesitancy, but we expect further
services has also continued, with that
consolidation in our sector through the
segment of the market again outstripping
remainder of 2022 and into 2023.
growth overall.
ESG, and especially the G of ESG, was
pushed to the very top of the boardroom
Alternatives to the Alternative Legal Services Providers (‘ALSP’)
have taken a firm hold in the legal marketplace,
agenda this year as firms had to move traditional law firm model with the ALSP market estimated to be worth
quickly to determine and then articulate at least $14bn. Furthermore, law firms and
their business response to the war in corporate legal departments anticipate
Ukraine and how they would engage clients increasing the range of ALSP services they
more broadly. This was underpinned by use in the years ahead. This market, in which
a continuing focus on all aspects of ESG. the client is increasingly driving the demand,
DWF research, including a survey of more is growing at more than 15% each year.
than 480 companies, found that 59% had
lost work due to a perception they were
not getting ESG right.
In that same research, companies also
reported difficulty attracting new recruits
if they didn’t have a clear strategy on
ESG. This is just one factor in the
ESG rises up the agenda ESG continues to gain significance in the
sector, with growing expectations from all
competition for talent within the legal stakeholders, including colleagues, clients,
sector, a new driver we include this year Shareholders, prospective employees and
to reflect the growing challenge facing regulators. DWF’s own research, published
our industry and many others. in December 2021, found that due to a
perception of weak ESG performance, 59%
of businesses had lost work and 40% found
it difficult to recruit. ESG has moved from
being a nice thing to do, to being the right
thing to do, to becoming a critical focus on
every boardroom agenda.

Competition for talent Over the past year, the battle to recruit and
retain the best talent has intensified. This is
true not only for the legal services industry,
but professional services more broadly and
other sectors across the economy. Growing
demand for legal services is resulting in
many firms seeking to recruit, which,
combined with factors such as ‘The Great
Resignation’, is resulting in very high levels
of movement by professionals within
the sector.

10 DWF Group plc | Annual Report and Accounts 2022

 Strategic report
What this means for our industry Our opportunity Our response

Governance
COVID-19 has accelerated the pace of Our differentiated offering and innovative
We have continued to expand our
change in our sector, with more law firms approach is helping us to respond effectively
presence globally through a combination
responding to client demands by offering to changing client expectations, as evidenced
of recruitment, associations and M&A.
digital-first services, improving service by our strong net promoter score. We also
In the past year this included new
availability through digital technologies or have a clear strategy of the markets in which
associations in Portugal and our first
greater use of Alternative Legal Services we must invest and in which order of priority
Connected Services association, in Spain.
Providers. Those businesses best equipped to support our global client base.
We also opened a regional headquarters

Financial statements
to adapt to these changing expectations
for business services in Riyadh and our
should benefit most from a growing market.
fourth Spanish office, in Seville.
They should also be stronger financially and
strategically more attractive, allowing them
to grow more quickly through consolidation.

ALSP services will continue to grow to We are the only legal and business

Other information
We have now owned Mindcrest for more
become a significant market in their own services provider to lead with the integrated
than two years and it became a division
right, with an increasing number of blue chip proposition that multinational clients want,
in its own right in May 2021. We opened
businesses creating ALSP panels alongside and the only one to own a top tier provider
our new facility in Pune with space for
their traditional legal services panels. of alternative legal services in Mindcrest.
up to 1,000 colleagues. In addition to
However, we are also increasingly seeing Whilst the market overall is growing quickly,
delivering services to existing new clients
law firms take a more collaborative view of the fastest rate of growth is among ALSPs
and being a critical pillar in our Integrated
ALSPs, recognising their value and seeking formed or owned by law firms as captive
Legal Management approach, we also
to develop relationships to enable a scaling service providers.
continue to identify and transfer
or expansion of their own services.
appropriate work from elsewhere in
our business to our Mindcrest teams.

The trend among blue chip companies of As the only Main Market listed legal and
We have a long-established programme of
including ESG considerations as factors business services provider, we see a clear
activities taking account of a wide range of
when it comes to choosing their legal and opportunity on ESG. Our levels of disclosure,
ESG factors and taking action in support
business services providers is gathering boardroom governance and third party
of the 10 principles of the United Nations
pace. This is particularly the case in relation measurement allow us to provide an open
Global Compact. In December 2021, we
to Diversity & Inclusion performance, but we and transparent story of our ESG progress
went further with the publication of our
are also seeing growing expectations for to colleagues, Shareholders, recruits and
first global ESG Strategy, which includes
firms to have clear targets set on climate, clients. This experience can also enable us
ambitious science-based targets through
among other things. to further strengthen client relationships as
which we commit to reducing carbon
we develop our client-facing proposition and
emissions in line with the Paris Agreement,
help us to deliver positive outcomes in our
along with stretched targets to further
communities in line with our purpose.
improve Diversity & Inclusion.

This driver presents a number of challenges We believe there is an opportunity to offer

We have reviewed our approach to reward
for the industry, including the difficulty of a differentiated proposition to colleagues.
and benefits and made a number of
recruiting and retaining sufficient levels of We must ensure pay is competitive,
changes, including launching, in the UK, a
talent to deliver the services expected by attractive and fair, but our opportunity is
new and improved range of family friendly
clients. Many firms have responded by in creating a total reward package that is
benefits. We have also reduced the period
sharply raising salaries, especially for more appealing than this one-dimensional
of time in which future share awards will
newly-qualified lawyers. This risks creating offering. This includes the emphasis we
vest, helping more colleagues become
unfair expectations on those individuals place on our purpose-led approach, our ESG
owners in our business, more quickly. We
and there is increasing pushback from Strategy, our commitment to a true hybrid
have appointed a workplace consultant to
clients unwilling to pay higher fees working model and the ability to achieve a
help us make the most of our physical
to cover those salaries. preferred work-life balance.
space within a hybrid working model. And
we have committed to ambitious targets
on climate and Diversity & Inclusion.

DWF Group plc | Annual Report and Accounts 2022 11

Strategic report

Our business model

Our inputs Our main activities Impacted by

Our colleagues Legal Advisory

Premium legal advice and excellent client
Market drivers
• A globally growing and
Our clients service. Our teams bring commercial
intelligence and relevant industry
consolidating market
• Alternatives to the traditional
Our communities experience. law firm model
• ESG rises up the agenda
Our values Mindcrest
Outsourced and process-led alternative
• Competition for talent

Our knowledge legal service offering, designed to

standardise, systematise, scale and optimise Our stakeholders
Our brand legal workflows for areas such as contract • Colleagues
management and ensuring regulatory • Clients
Our systems obligations are met for our customers. • Suppliers

Our global footprint Connected Services

• Debt providers
• Shareholders
Our range of products and business
• Communities
services that enhance and complement our
• Regulators
legal offering.
• Policymakers
• Insurers
• Landlords

Our values Always aim higher Be better together

We exceed the expectations We listen, recognise and
of our colleagues and our support each other to
clients in everything we do. protect a diverse and
inclusive culture and
sustain our business,
clients and communities.

Disrupt to progress Keep all promises Attend to details

We embrace change and By keeping the promises we We achieve the best results
new ways of working to make to our colleagues and to complex problems by
enhance our performance our clients, we build trust, focusing on simple and
and reputation. loyalty and credibility. effective solutions.

12 DWF Group plc | Annual Report and Accounts 2022

Our business model, delivering
positive outcomes

Strategic report
How we create value Outcomes

Governance
Delivering positive outcomes with our
5 colleagues, clients and communities

Our colleagues
4 6

Financial statements
As a progressive, innovative global
business, our colleagues are at the

W
centre of everything we do. We provide

ha
a rewarding and fulfilling work
environment, with routes to develop

tw
Our approach and the freedom to grow.
O ur a p p ro a c h

e d e li v e r f o r o u 76
3 helps clients achieve 7
so much more

Other information
Engagement score (FY2020/21: 76)
Our differentiated position Our clients
Our ability to seamlessly combine any number Delivered through our global teams
of our offerings to deliver bespoke solutions across eight sectors, our Integrated
for our clients is our key differentiator. Legal Management approach delivers
r cl

greater efficiency, price certainty and

2 8 transparency for our clients without
ie

compromising on quality or service.

nt

+63
s

1 9 Net Promoter score (FY2020/21: +49)

Our communities
We are committed to making a positive
1. Diverse multidisciplinary teams 5. Transformation impact in the communities in which we
that think differently We assist clients to transform how their operate.
We are a provider of integrated legal and legal function supports their business. We

£317,725
business services with colleagues drawn cover the full spectrum of transformation
from many different professions, from ways of working to a fully outsourced
backgrounds and skillsets. managed services delivery model.
donated by DWF Foundation
2. Deep market expertise and 6. Risk transfer
(FY2020/21: £203,515)
cross-sector insight We reduce client risk by providing services
With expertise in eight primary sectors, and on an outsourced basis against clear and Our Shareholders
offices and associations located across the agreed budgets. By delivering positive outcomes with our
globe, we deliver commercial insights on the colleagues, clients and communities, we
7. Continuous improvement
challenges that our clients face. ultimately drive long-term financial value
Our data-led improvement of operations
3. Tailored technology offers scalability and flexibility, future- to our Shareholders through consistent
We offer methodologies and solutions, proofing client legal teams. revenue earnings growth together with
including the use of automation and artificial the payment of dividends in accordance
8. Cost efficiencies with our progressive dividend policy.
intelligence (‘AI’), that complement and are
Our approach creates efficiencies and offers

4.75p*
compatible with clients’ in-house technology.
sustainable cost reduction.
4. Advisory expertise and
9. Giving time back
execution excellence
Combined, our approach allows our clients per share paid to Shareholders through
We have years of experience working
to focus their time and skills on the strategically dividends (FY2020/21: 4.5p per share)
side-by-side with our blue chip clients to
important activities within their functions.
help them execute their plans and deliver *FY2021/22 subject to AGM approval
on their strategies.

DWF Group plc | Annual Report and Accounts 2022 13

Strategic report

Our long-term profitable

growth strategy

Through our long-term profitable growth

strategy, we pursue sustainable organic and
profitable growth, inorganic growth through
M&A and the establishment of new services,
and margin expansion through a focus on
operational excellence and cost management.
Together, these priorities enable us to fulfil our
purpose of delivering positive outcomes with
clients, colleagues and communities.

14 DWF Group plc | Annual Report and Accounts 2022

 Strategic report
Organic growth Inorganic growth Margin expansion

Governance
Objectives Objectives Objectives

Financial statements
We deliver organic growth through the Inorganic growth is pursued primarily as We seek to improve the profitability of our
continual development of our client a consequence of our strategy to deliver business through a focus on operational
offerings, especially in relation to our the right services for our clients in the excellence and cost management
Integrated Legal Management approach. right locations. We pursue M&A with the
We use our client programmes to build purpose of delivering positive outcomes
relationships and seek to extend them into for our clients.
more divisions and practice areas. We
develop our services through partner lateral

Other information
hires and by extending our global reach
through association agreements. We
provide engaging and rewarding careers
and incentivise colleagues to succeed in
alignment with our strategy.

Progress Progress Progress

• Group reported growth of 4%, with • Acquisitions of Zing365 and Barnescraig & • Gross margin improvement in every
like-for-like growth of 7% Associates, further developing our division
Connected Services offering
• 24 partner lateral hires • A reduction in our cost-to-income ratio
• A strong pipeline of M&A opportunities from 39.2% to 38.4%
• New association agreements in Iberia and
Latin America, a new regional • Focus on pricing
headquarters for business services in
• Property strategy
Riyadh and a fourth office in Spain
• Mindcrest work transition
• Engagement survey score of 76

KPIs KPIs KPIs

• Revenue growth • Revenue growth • Gross profit margin
• Cost to income ratio
• Net revenue growth • Net revenue growth
• Reported profit before tax
• Like-for-like / organic net revenue growth • Net promoter score
• Adjusted profit before tax / adjusted
• Net revenue per partner
profit before tax margin %
• Net promoter score
• Engagement survey score

Underpinned by our strong commitment to our sustainability strategy

We published our first global ESG Strategy, with new targets on climate and Diversity &
Inclusion. See pages 32 to 49 for more detail.

DWF Group plc | Annual Report and Accounts 2022 15

Strategic report

Our purpose

Our purpose is
to deliver positive
outcomes with our
colleagues, clients
and communities.

16 DWF Group plc | Annual Report and Accounts 2022

Our purpose in action

Strategic report
Positive outcomes –

Governance
Colleagues
We strive to create a positive and inclusive culture,
through which all colleagues can be themselves
at work and find an environment that allows them

Financial statements
to achieve their best performance. A key element
of this is recognising and being responsive to
colleague wellbeing.

What we did • Wellbeing Wednesday provided colleagues

Why this matters

Other information
with resources, guides, hints and tips for
Wellbeing has long been an area of focus how to manage personal wellbeing and
within our people strategy and desired We want colleagues to feel that their
how to support colleagues on a wide
culture. Over the past two years, this focus wellbeing is supported and that they
range of subjects including anxiety, health,
has increased significantly, especially due have the time needed to focus on it.
money management and digital overload.
to the COVID-19 pandemic, which created Coupled with our ongoing commitment
All Wellbeing Wednesday updates are
physical distance between colleagues. Over to the principles of the Mindful Business
archived and available on the Group
this period, we have brought wellbeing to Charter, it is the right thing to do because
intranet to access at all times.
the fore of our people proposition and it supports colleagues’ physical and
ensured that all colleagues know that they • We have trained Mental Health mental health. It is also the right thing to
have support available, no matter what they First Aiders to help colleagues better do for our business because it is likely to
are going through. This includes, but is not understand and more easily recognise the strengthen loyalty, increase alignment
limited to the following actions: signs of someone struggling with mental between personal and business goals
health. This allows earlier interventions and reduce the number of days lost
• Creating a Wellbeing Committee in July and gets faster support to colleagues who to illness.
2020 to ensure Board level oversight of need it. We are now developing a mental
our wellbeing activities and ensure health and wellbeing course for all leaders
support is provided to colleagues across
all aspects of wellbeing, from physical to
and line managers. The positive outcome
mental and lifestyle to work environment. • Our A Clear Outlook campaign, which ran In our most recent engagement survey,
throughout January, emphasised a need 78% of colleagues reported that they
• Promoting our Employee Assistance for all colleagues to reduce email and have the support needed to focus on
Programme to ensure all colleagues meetings with an aim of freeing their personal wellbeing (+2 compared
globally are aware of the access to colleagues’ inboxes, diaries and minds. with last survey), 89% said they are
confidential support at any time and
• We recently launched Gympass as an treated with dignity and respect by their
up to six free sessions of counselling.
available benefit to all colleagues. colleagues (+1), and 87% feel they can
• Established wellbeing champions, Gympass provides cost-effective access be themselves at work (+1).
colleagues who are passionate about to a range of gyms, fitness classes and Our Achievers platform saw around
advocating wellbeing, are empowered health resources – including a free 15,000 instant recognitions made by
to promote our initiatives and drive plan provided by DWF which gives all colleagues to recognise their peers
engagement across the business. colleagues access to wellbeing apps through FY2021/22, including nearly
We now have 15 wellbeing champions and online classes. 200 for wellbeing-related support
in six locations.

DWF Group plc | Annual Report and Accounts 2022 17

Strategic report

Our purpose in action continued

Positive outcomes –
Clients
Through our Integrated Legal Management approach,
combined with the quality and dedication of our
colleagues we deliver positive outcomes with our
clients every day.

What we did Our joint events have included celebrations

of International Women’s Day, Pride Month Why this matters
Whilst the positive outcomes we deliver and International Day of Persons with
with our clients derive predominantly Both DWF and Enterprise Rent-A-Car are
Disabilities.
from the services we provide, we also seek committed to creating workplace cultures
opportunities to work together to develop In these sessions, colleagues from across that support diversity and inclusion.
ideas and solutions to tackle issues and both businesses have shared their views
As part of DWF’s ESG strategy we have
challenges that are important to our and experiences in panel discussions.
published several stretched targets to
colleagues, clients and communities We also shared educational content and further improve diversity and inclusion
more broadly. practical advice for impacted individuals within our business.
Since March 2021, DWF and Enterprise and allies.
One element towards achieving those
Rent-A-Car have collaborated extensively on Events are advertised across both targets is to ensure colleagues at all
a series of events and initiatives designed to organisations and through our external levels are supported, have strong
raise education and awareness within both websites and social media channels to offer networks and have visible role models.
organisations and our respective sectors, others in our sectors the chance to join and
and to provide a platform to engage diverse contribute to the discussion.
role models.
The positive outcome
At the start of our relationship we consulted
Attendance, interaction and feedback
with our diversity networks to ask them what
from these events has been very
they wanted to hear about. Through this
positive. For International Women’s Day
process we identified a number of key themes
2022, we jointly organised an interactive
and developed our programme in response.
session on Imposterism which attracted
nearly 200 attendees.
The event saw great contributions
including attendees choosing to make
a pledge on how they will tackle imposter
syndrome in their career, or their
organisation.
The strong relationships we have built
with Enterprise Rent-A-Car through this
initiative also led to the establishment of
a Peer-to-Peer mentoring initiative for
women across both businesses.
This initiative gave participants the
opportunity to build their network
and share career development ideas
and challenges.

18 DWF Group plc | Annual Report and Accounts 2022

 Strategic report
Positive outcomes –

Governance
Communities
We are committed to making a positive impact in the
communities in which we operate. The DWF Foundation,
an independent charity founded by DWF, is at the heart

Financial statements
of these efforts. It has the sole aim of providing funds,
resources and mentoring support to help individuals,
groups and communities to achieve their full potential.

What we did Most notably, in the past 12 months,

Why this matters

Other information
colleagues across our business came together
In the last financial year, the DWF to raise more than £100,000 in support of the
Foundation awarded more than 100 grants As a global legal business, we must
humanitarian response in Ukraine.
worth in excess of £315,000. act responsibly: how we do business
These funds are now being distributed by the is just as important as what we do.
These grants supported charities seeking to DWF Foundation, including to a number of This includes the impact we make and
create positive outcomes for people facing Ukrainian and Polish charities providing the the outcomes we deliver within the
challenging situations. most immediate support to people affected. communities in which we operate.
Through the DWF Foundation, we are
The Foundation has identified six themes This fundraising activity is supplemented
able to support those in our communities
within which it tries to make a difference: by dividend income, following a donation of
who need the most help. The Foundation
health and wellbeing, response to COVID-19, shares to the DWF Foundation at the time
is now more than seven years old and
education, employability, environment and of our IPO.
has provided support to no fewer than
sustainability, and homelessness.
In the last financial year, the DWF 400 different charities globally.
It also has flexibility to make awards Foundation received more than £65,000
designed to support emergency responses through its dividend payments, which
to global events. supported its grant giving. The positive outcome
Its work is global in nature and in the past This source of funding has been especially With so many grants awarded, we have lots
12 months it has supported charities in important over the past 12–24 months, of examples of where the DWF Foundation
locations ranging from Australia to India, when many fundraising activities were funding has made a difference.
and the US to the UK. impacted by COVID 19.
Take CPotential, a charity in London that
The Foundation’s work also creates a strong works with babies, children and young
engagement opportunity for our colleagues, people who have movement disorders.
with a range of fundraising events and It has received two grants from the DWF
volunteering opportunities taking place Foundation which have been used to
throughout the year. help purchase a range of equipment for
its new physiotherapy service.
Or the Jagriti School for blind girls in
Pune, India, which the Foundation and
our local Mindcrest team have supported
through regular grants to buy much
needed supplies and groceries.

DWF Group plc | Annual Report and Accounts 2022 19

Strategic report

Key performance indicators

Financial KPIs Revenue growth Net revenue growth

+3.8% +3.6%
FY22 +3.8% FY22 +3.6%
FY21 +12.4% FY21 +13.7%
FY20 +12.4% FY20 +10.9%

Definition: The change in statutory revenue Definition: The change in net revenue
achieved year-on-year (revenue less recoverable expenses)
achieved year-on-year

Gross profit margin Cost to income ratio Profit/(loss) before tax

51.7% 38.4% £22.3m

FY22 +51.7% FY22 +38.4% FY22 £22.3m
FY21 +50.8% FY21 +39.2% FY21 £(30.6)m
FY20 +47.9% FY20 +41.4% FY20 £18.2m

Definition: Gross profit divided by Definition: See glossary to the

net revenue financial statements

Diluted EPS Adjusted diluted EPS Net revenue per partner

6.5p 10.7p £975k

FY22 6.5p FY22 10.7p FY22 £975k
FY21 (11.9)p FY21 7.4p FY21 £924k
FY20 3.7p FY20 3.0p FY20 £784k

Definition: See glossary to the Definition: Net revenue divided by the

financial statements total number of partners in the Group
R

Free cash flow Net debt

£12.9m £71.8m
FY22 £12.9m FY22 £71.8m
FY21 £32.1m FY21 £60.2m
FY20 £(6.6)m FY20 £64.9m

Definition: See glossary to the Definition: See glossary to the

financial statements financial statements
R

20 DWF Group plc | Annual Report and Accounts 2022

 Strategic report
Like-for-like revenue growth Non-financial KPIs Net promoter score

Governance
+7% 63
FY22 +7% FY22 63
FY21 +8% FY21 49
FY20 +2% FY20 47

Financial statements
Definition: See glossary to the financial Definition: The proportion of clients
statements surveyed who rank as ‘promoters’
(scoring DWF a 9 or 10), minus the
proportion of clients who rank as a
‘detractors’ (scoring DWF a 1-6)

Adjusted profit before tax Engagement survey score % Executive Board roles held by women

£41.4m 76 36%

Other information
FY22 £41.4m FY22 76 FY22 36%
FY21 £34.2m FY21 76 FY21 40%
FY20 £15.2m FY20 76 FY20 25%

Definition: See glossary to the Definition: The aggregate score taken

financial statements from three key engagement statements in
R our internal Pulse Survey

Lock-up days % senior leadership positions % BAME representation

179
held by women in senior leadership positions

29% 4%
FY22 179 FY22 29% FY22 4%
FY21 184 FY21 29% FY21 4%
FY20 206 FY20 28% FY20 3%

Definition: See glossary to the Definition: The proportion of roles in Definition: BAME representation
financial statements career bands 1 to 3a held by women R declared in career bands 1 to 3a R

R Linked to Directors’ remuneration

DWF Group plc | Annual Report and Accounts 2022 21

Strategic report

Financial review

In FY2021/22, the German operations have The Board is pleased to see further progress
been scaled-back as a result of the ongoing towards medium term targets which were
focus on profitable growth. The Berlin office communicated in July 21. The Group continues
has been closed and a small number of people to focus on profitable growth, which moves
have departed the business in other locations the adjusted PBT into benchmark range with
within Germany. This is consistent with similar the remaining listed legal business and some
actions taken elsewhere in the past two years, comparators in the broader professional
most notably in Dubai and Australia, which services space. Working capital has also
have seen significantly improved performance improved with a further reduction in lock-up
since restructuring. Costs associated with the days. Whilst there are widely reported upward
scale-back of German operations have been pressures on staff costs in the sector and
offset by a reversal of a provision relating to the broader inflationary pressures, the Group
Australia scale-back as vacant properties have believes it is well placed to retain key talent
been subsequently sublet. This has resulted in and to mitigate other cost pressures through
a credit of £0.2m in the year for office closures specific cost reduction initiatives such as the
and scale-backs which has been recognised as premises strategy.
non-underlying administrative expenses in the
Revenue
income statement.
A record year of profitable growth Revenue for the year is £416m
The Group has delivered another year of record The Group has returned to M&A in the year (FY2020/21: £401m) representing growth of 4%.
results with FY2021/22 being the first full year with the acquisition of Zing 356 Holdings However, the Group focusses revenue
under new leadership. These results include Limited (“Zing”) and Barnescraig & Associates measurement on net revenue as revenue
reported revenue growth of 4% to £416m (PY: (“BCA”) which have been complementary is distorted by the level of recoverable
£401m), net revenue growth of 4% to £350m acquisitions for the Connected division. The expenses incurred on delivery of client matters
(PY: 338m), a 21% increase in adjusted profit Group also has a healthy pipeline of M&A where such expenses do not necessarily reflect
before tax to £41m (PY: £34m) and a return targets as we enter FY2022/23. As well as the activity levels of the projects or the business.
to statutory profit before tax of £22m (PY: loss the return to M&A, the Group continues to
Net revenue for the Group was £350m
of £31m). grow internationally through an expansion
(FY2020/21: £338m) representing like for like
of its associations, in particular Al-Ohaly &
Diluted EPS has increased to 6.5p (PY: loss per growth of 7% which excludes the impact of
Partners in the Kingdom of Saudi Arabia,
share of 11.9p) and Adjusted Diluted EPS has the acquisitions of Zing and BCA as well as
Nobre Guedes & Associados (NGA) in
increased to 10.7p (PY: 7.4p), a 45% increase the scale back of operations in Australia and
Portugal and RTS Group (RTS) based in
and a record since IPO. The Group has also Germany. DWF’s biggest market, the UK, has
Spain. Since the year end the Group has
reported lock-up days of 179 (PY: 184 days), seen net revenue growth of 7%.
also announced a new association with
the lowest level for six years even with revenue
Hauzen LLP based in Hong Kong. Divisional performance
growth of 88% over the same time period. The
Effective from 1 May 2021, divisional
Board has declared a final dividend of 3.25p The Group has produced a statutory profit
performance has been reported to the PLC
per share, taking the total dividend for the year before tax of £22m (FY2020/21: loss before tax
Board under the new global operating
to 4.75p (PY: 4.5p). This reflects a progressive of £31m) with the prior year loss being driven
structure that comprises the three divisions
dividend in absolute terms, but retains a by significant adjusting items totalling £64.8m,
of Legal Advisory, Connected Services and
proportion of FY2021/22 profits to invest in the majority of which related to expenses which
Mindcrest. The implementation of this new
near-term growth opportunities. formed part of the purchase price of the RCD
structure has resulted in greater integration
acquisition. On an adjusted basis, the Group
Strong activity levels have led to like for like1 and alignment of our people and our services
achieved adjusted profit before tax of £41m
net revenue growth of 7%, despite having and supports the continued execution of the
(FY2020/21: adjusted profit before tax of
experienced high levels of COVID related Group’s strategy.
£34m), an increase of 21% on the prior year.
absence in Q4 as UK COVID cases peaked
Highlights of the performance by division
due to the spread of the Omicron variant. As well as achieving strong profitable growth
are set out below:
Gross margin has increased by 0.9% to in the year, the Group has also continued to
51.7% despite ongoing inflationary pressures strengthen its balance sheet with net assets Legal Advisory (83% of Group Net
including the continued investment into increasing by £16m, which includes a £32m revenue/85% of Group Gross profit)
reward through the annual salary and benefits increase in net current assets. Net debt has
FY2021/ FY2020/ Change
review. The Group’s cost-to-income ratio has increased by £12m to £72m (FY2020/21: £60m) £m 22 21 (%)
improved to 38.4% from 39.2% in FY2020/21. but this is principally down to the payment of
This is another record for the Group since IPO COVID-19 VAT deferrals and acquisition related Revenue 355.1 345.6 +2.8%
and is a result of the continued focus on cost payments totalling £14m. The remaining Net revenue 292.0 285.3 +2.3%
control and operating discipline under the deferred liabilities on the balance sheet are just
Direct costs (138.7) (137.5) +0.9%
new leadership team. £0.9m, compared to £28m at the end of FY20
Gross profit 153.2 147.8 +3.6%
1 Like for like net revenue growth excludes the
Lock-up days have again reduced due to
impact of acquisitions in the current and ongoing operational initiatives and stand Gross margin +0.7
preceding year as well as the impact of scale- at 179 days, a 5 day reduction from April 21. (%)/ppts 52.5% 51.8% ppts
backs and closures

22 DWF Group plc | Annual Report and Accounts 2022

 Strategic report
Newly formed in FY2021/22, the Legal Connected Services (10% of Group Net have only increased by 16% as the division

Governance
Advisory division has delivered like-for-like revenue/8% of Group Gross profit) invests in technology solutions to deliver
net revenue growth of 7%. This growth has work more efficiently and effectively.
FY2021/ FY2020/ Change
been accomplished whilst holding overall £m 22 21 (%)
Connected Services also plays an ever
direct costs in line with prior year despite
Revenue 34.2 28.8 +18.9% increasing role in providing integrated
inflationary cost pressure, resulting in a
solutions for clients and provided record
1 percentage point improvement in gross Net revenue 33.9 28.4 +19.1%
fee referrals to Legal Advisory in excess of
margin to 53%.
Direct costs (18.8) (16.2) +16.0% £8m (PY: £7m), as the benefits of the new
Within Legal Advisory, the Insurance Gross profit 15.0 12.2 +23.2% operating structure start to be realised.

Financial statements
business has delivered growth of 3%. This
Gross margin +1.5 Management continues to look to the future
has arisen from new contracts secured
(%)/ppts 44.4% 42.9% ppts with confidence, assisted by a strong pipeline
(for example with LV = Allianz and NHS
of activity across all businesses and a focus on
Resolution), continued expansion of our
The Group’s Connected Services division exploring more innovative ways to provide
specialist London Market practice and
continues to deliver strong profitable revenue integrated solutions to meet our clients’ needs.
international presence, and an increase
in claim volumes following the easing of growth delivering net revenue growth of 19%
Mindcrest (7% of Group Net revenue/7%
COVID-related restrictions. This has offset to £33.9m, or 10% on a like for like basis
of Group Gross profit)
the slower post-pandemic recovery of which excludes the growth brought by the
acquisitions of BCA and Zing365 in May 2021. FY2021 FY2020/ Change

Other information
claims volumes in other isolated sectors £m /22 21 (%)
of Insurance and the non-recurrence of The cultural integration of both acquisitions
one-off additional COVID-related work in has been successful and they are both Revenue 26.8 26.6 +0.6%
FY2020/21 that arose from the FCA business working closely with colleagues across
Net revenue 24.4 24.4 +0.2%
interruption litigation. Connected Services and the rest of the Group
to share clients and enhance their pipeline. Direct costs (11.8) (12.6) -6.8%
UK Corporate, Finance and Restructuring, Gross profit 12.7 11.7 +7.8%
and Real Estate businesses have collectively We are particularly pleased that all service
grown by 17%, with a strong rebound in lines have grown compared to the prior year. Gross margin +3.6
transactional areas following the easing Our Claims Management and Adjusting (%)/ppts 51.8% 48.2% ppts
of lockdown and conclusion of Brexit. business (with presence in Australia, Canada,
France, Ireland, Italy, UK and USA) has grown COVID-19 challenges combined with
The Dispute Resolution practice area has by 32%, or 17% on a like-for-like basis, due to Insurance Law Reform hampered US
continued to attract a healthy pipeline of work significant new client wins in the UK and the external sales and UK Motor Volume
during FY2021/22, which has resulted in like US, an increase in claims volumes as COVID-19 growth respectively (the two largest Practice
for like growth of 8% across all geographies. restrictions eased and the continued receipt Areas within the Division). However, this
of business interruption claims. This is despite disappointing performance was offset by
A number of international locations, across
the disruption in Australia due to extended significant growth (240%) of eDiscovery and
Europe and the Middle East, have seen
local lockdowns. much improved integration growth (57%)
particularly positive results (including
revenue growth of 41% in Italy and 9% in with Group key accounts, to deliver revenue
The launch of the Global Entity Management
Spain), with increased collaboration as a consistent with the prior year.
proposition has been a success, with seven
result of the revised Group structure new clients secured and an operating COVID-19 has also impacted the speed of
enhancing the division’s performance. system developed in collaboration with our transition of certain legal workflows and legal
software team ‘360’. Investment in a sales support from the Legal Advisory division into
A year on from establishing the new
and marketing team, with an initial focus on Mindcrest. The stabilisation of COVID-19 in
divisional structure, the outlook for
360, has resulted in net revenue growth of India will see a return to office working with
FY2022/23 is positive, with a strong pipeline
19% and the development of a strong various Group and Divisional initiatives
of work in place and greater efficiencies
pipeline as we enter the new financial year. underway to maximise the opportunity
being delivered through innovative ways
of working, both between practice areas of transitioning work and optimising and
One of our larger businesses, Ges-Start
and with our clients. Plans are already standardising certain legal workflows.
(DWF Spain’s Connected Service which
underway to continue the development of offers Accounting, Tax and Labour Enhancing US presence, deleveraging
key locations (in the UK and further afield) consulting), has grown net revenue by 16% key client concentration, investment into
and expand into new locations which, and gross profit margin by 6 percentage Legal Consulting and continued promotion
alongside continued investment in our points due to their recurring client base of Service Transformation (which will
people, will support future growth. being complemented by a number of large mitigate current inflationary pressures)
new projects and a focus on cost control. are key strategic objectives for FY2022/23.
UK macro-economic inflation also provides
As the division continues to mature,
growth opportunities to capitalise on
profitability has improved with gross profit
market-leading propositions in UK volume
margin increasing to 44%, 2 percentage
litigation (Lender Services and Recoveries)
points ahead of the prior year. Although net
as clients seek to control costs.
revenue has grown by 19%, direct costs

DWF Group plc | Annual Report and Accounts 2022 23

Strategic report

Financial review continued

It is with this backdrop that management below pre-COVID-19 levels, partly due to 2. A
 cquisition related expenses principally
can look forward to an improved year for the restrictions that were in place during relating to amortisation and impairment
the division in FY2022/23 focussed on the year but also as we have taken the of intangibles recognised on acquisition
unlocking significant benefits for both the opportunity to closely review spend in as well as acquisition related remuneration
division and the wider Group through this all areas of administrative expenses. expense from the Mindcrest acquisition,
differentiating offering. payments of which ceased in February 2022.
Our cost base continues to be an area of focus
Direct costs for FY23, with the ongoing execution of our 3. S
 hare based payment expenses reflecting
Direct costs, which reflect the salary costs premises strategy expected to generate grants from the Employee Benefit Trust
of fee-earning partners and staff, have savings as we right-size our office space for which is a pre-funded trust established
increased by £3m, or 2%, to £169m. The our established hybrid working model. An on IPO; and,
acquisitions of Zing and BCA accounted for estimated 1/3rd of the Group’s global office 4. N
 on-recurring costs relating to the
£1m of year-on-year cost increases, so the space is considered as potentially surplus to refinancing of the Group’s RCF facility.
underlying trend on direct costs was an requirements post-COVID which represents a
Net finance expense & interest payable
increase of £2m. This increase reflects a c£7m recurring annualised saving opportunity
on leases
combination of tight cost and recruitment in the medium term. Travel costs will be a
Net finance expenses relating to bank
control combined with investment in salary particular focus area given that COVID-19
charges and borrowings were £3.7m
costs and selective hiring into growth areas restrictions have eased but also to ensure that
(FY2020/21: £2.7m). Interest on bank
of the business. our colleagues are travelling with purpose in
borrowings increased by £0.5m as a result
order to meet our ambitious environmental
Gross profit of an increase in interest rates and a lower
commitments. Other reductions in our
The combination of strong net revenue level of debt in the prior year due to COVID
existing overhead base are underway, to allow
growth and strict control of costs has delivered deferrals. Bank and other charges includes
additional capital to be redeployed in areas of
a gross profit of £181m, representing a £9m, a one-off charge of £0.4m for accelerated
the business which will contribute to greater
or 5%, increase vs. FY2020/21. This reflects amortisation of bank fees connected with
profitable growth.
a gross margin % of net revenue of 51.7% the previous RCF facility that has since been
(FY2020/21: 50.8%). This improvement reflects Adjusting items have decreased significantly extinguished and replaced with a new facility.
uplifts across all divisions which is particularly to £19m in FY2021/22 from £65m in
Interest payable on leases of £1.7m
pleasing given higher than expected absence FY2020/21. The table below provides more
(FY2020/21: £2.3m) reflects the notional
rates in the second half of the year driven by details with full analysis contained in note 2
interest cost relating to lease borrowings.
COVID-19 as well as ongoing cost pressures. to the financial statements:
2022 2021 Profit/(loss) before tax
Administrative expenses
£’000 £’000 The Group reported a profit before tax of
Administrative expenses (including
Office closures and £22.3m (FY2020/21: £30.6m loss before tax),
impairment) have decreased compared to
scale-backs (238) 14,898 with the prior year reported loss before tax
the previous year, from £197m in FY2020/21
being driven by adjusting items totalling
to £153m in FY2021/22. On an underlying Acquisition-related £64.8m referenced under the administrative
basis, excluding adjusting items, expenses 9,564 20,743 expenses section above.
administrative expenses for FY2021/22
are £134m (FY2020/21: £133m), which DWF RCD modification
Adjusted PBT is £41.4m (FY2020/21: £34.2m)
is consistent with the prior year after impact – 13,796
which represents a 21% increase on the prior
considering the acquisitions of Zing and Change of CEO – 1,011 year. Under new leadership the Group’s
BCA contributed additional costs of over £1m. strategy continues to be implemented
Impact of COVID-19 – 1,011
This results in a cost-to-income ratio of 38.4%, operationally with a greater focus on
a reduction of 0.8% from FY2020/21. Other share-based sustainable growth, performance
payment expenses 9,609 13,333 transformation and cost control. These
Improved cost control is a key component
Refinancing costs 146 – factors together have generated an
of the Group’s strategy ensuring the Group’s
adjusted PBT margin (using net revenue)
resources are deployed in areas which Adjusting items 19,081 64,792
for FY2021/22 of 11.8% (FY2020/21: 10.1%).
support sustainable profitable growth.
The control of underlying administrative Adjusting items in FY2021/22 can be Tax
expenses is therefore pleasing given the summarised as: The reported tax charge for the year, excluding
growth in the business in the year and prior year adjustments, is £6.1m (PY: 4.7m) on
against a backdrop of inflationary pressures 1. O ffice closures and scale-backs which
a profit before tax of £22.3m (PY: loss of
on salaries and increases in energy costs. relates to the scale-back of operations in
£30.6m), representing an effective rate of tax
In addition, fewer COVID-19 restrictions have Australia, which began in FY21, and the
of 27.4%. The effective tax rate was higher
resulted in increases in travel and marketing scale-back of operations in Germany
than the UK statutory tax rate primarily due
costs as our colleagues spend more time which commenced at the end of FY22.
to tax losses that have not been recognised
working collaboratively with each other, The amounts reflect a charge for working
as deferred tax assets (increasing the tax
and with our current and prospective capital, impairment of assets and people
charge by £2.1m) and the tax effect of
clients. Whilst travel and marketing costs costs in Germany, offset by the reversal of
non-tax-deductible expenses (increasing the
have increased they are still significantly a provision in Australia as a sublease has
tax charge by £0.7m) offset by the effect on
been entered into during the year;

24 DWF Group plc | Annual Report and Accounts 2022

 Strategic report
deferred tax resulting from the change in the Working capital, cash flow & net debt to be achieved through a combination of

Governance
UK corporation tax rate from 19% to 25% The group measures working capital efficiency profitable growth and net debt gradually
effective from 1 April 2023 (reducing the tax using “lock-up days”. Lock-up days are reducing over time through working
charge by £0.8m). comprised of two elements: Work-in-progress capital efficiencies.
(‘WIP days’), representing the amount of time
The Group also booked prior year tax The Group successfully completed a
between performing work and invoicing clients;
adjustments of a net credit of £4.1m. refinancing of its rolling credit facility (‘RCF’)
and Debtor days, representing the length of
Those adjustments arise principally as a in December 2021, obtaining a £100m facility
time between invoicing and cash collection.
result of (a) increased claims of the departing with an additional accordion facility of up to
Australian partners on the Group’s UK profit Driving working capital efficiency has £20m as well as a permanent relaxation of

Financial statements
pool following the restructuring of the continued to be a key focus for the Group in certain covenants. The facility is for an initial
Group’s Australian business in FY21 reducing FY2021/22, with a number of operational three year term with two, one year extension
the profits subject to UK corporation tax improvements being effected in order to options. The Group expects to continue to
(£5.1m), offset by (b) revaluations of the achieve a permanent reduction in the lock-up operate well within its available facilities and
Group’s deferred tax assets relating to tax day cycle. Closing lock-up days at the end of for all covenants to be compliant for the
depreciation timing differences and expected April were 179 (FY2020/21: 184), a five day remaining tenure.
tax deductions for share based payments as reduction and is the lowest level that lock-up
Capital expenditure (Capex)
at 30 April 2021 (£1.4m). has been for six years, despite an 88%
The Group is actively reviewing office space
increase in revenue over the same time
This gives a net tax charge of £2.0m for the and will consider selective investments in

Other information
period. The five day reduction comprises a
year (FY2020/21: £4.6m). office refits in the coming years as the
one day increase in WIP days and a six day
premises strategy is executed, freeing up
There are no open tax audits or reduction in Debtor days. The WIP day
redundant space and investing cost savings
investigations across the group. In line with increase is a product of a slight change in the
into improving the remaining space.
group’s tax strategy, it is not considered that mix of type of fee income, which is expected
In addition, there has been continued
any aggressive or materially uncertain tax to be a timing issue only. The Debtor day
investment into IT during the year as the
positions have been adopted by any of the reduction reflects an increase in the Group’s
Group builds its IT infrastructure to support
group entities. As such, the level of tax risk cash collection efficiency and ongoing focus
our colleagues in delivering for our clients.
faced by the group is considered to be low. on operational discipline.
Overall capex (excluding right-of-use asset
EPS During the year, the Group has settled all additions under IFRS 16, and intangible assets
Diluted EPS has increased to 6.5p in remaining COVID-19 VAT deferrals totalling recognised from acquisitions) in FY2021/22
FY2021/22 from a loss per share of 11.9p in £10.7m. Under normal circumstances these was £7.9m compared to £10.6m in FY2020/21.
FY2020/21, the highest Diluted EPS result payments would have been made in The PY comparator included significant
since the IPO. Adjusted Diluted EPS has FY2020/21. In addition, the Group has had one-off investment into the new Pune office.
similarly increased in line with the increase cash outflows in the year relating to closures
Current trading and future outlook
in adjusted PBT from 7.4p in FY2020/21 to and scale-backs of £3.8m. Normalising for
The performance for FY2021/22 reflects
10.7p in FY2021/22, a 45% improvement, the impact of these would have meant a free
another strong year for the Group after a
and again a record since the IPO. cash flow of £27.4m. This compares against
transformational recovery in FY2020/21. The
a reported free cash flow in FY2020/21 of
Dividend results reflect record net revenue, adjusted
£32.1m which benefitted from a significant
The Group’s capital allocation policy is to PBT, EPS and lock-up performance for the
working capital improvement, with lock-up
prioritise having sufficient capital to fund Group. As well as seeing significant organic
days decreasing by 20 days, driven from a
ongoing operating requirements and growth opportunities from the existing client
combination of operational improvements
strategic investment in the Group’s base, buoyed by our NPS score and client
and also a catch-up of collections after the
long-term growth. Taking this into account listening insights, the Group is actively
impact of COVID-19 led to a build-up of
the Board targets a pay-out ratio of up pursuing a strong pipeline of M&A
trade receivables.
to 70% of adjusted profit after tax. For opportunities. Whilst macro-economic
FY2021/22, the Board has declared a final As well as settling remaining COVID-19 VAT conditions suggest harder times ahead, the
dividend of 3.25p per share, taking the total deferrals in the year the Group has also paid defensive nature of the Group’s revenue being
dividend for the year to 4.75p (PY: 4.5p), £3.5m in consideration for acquisitions with weighted towards litigation and the recurring
reflecting a pay-out ratio of 44% of adjusted only £0.9m of consideration still to be paid as revenue base in Insurance, protects the Group
profit after tax (FY2020/21 61%). This at the balance sheet date. As a result of these both from artificial peaks in growth but also
pay-out ratio reflects a progressive dividend factors, net debt has increased to £71.8m hedges against a slowdown in transactional
in absolute terms, but retains a proportion from £60.2m at April 2021. The Group’s activity. The Group sees significant
of FY2021/22 profits to invest in near-term strategy continues to be to manage opportunity to apply self-help actions to
growth opportunities. This final dividend borrowings such that the leverage ratio control costs, with the premises strategy
is subject to approval at the AGM on (borrowings as a multiple of adjusted and various back-office initiatives offering
28 September 2022 and, if approved, will be EBITDA) reduces. Leverage at April 2022 has protection from inflationary pressures.
paid on 7 October 2022 to all Shareholders increased from the prior year to 1.08 (PY: 1.04)
Chris Stefani
on the register of members at the close of but the prior year included the benefit of
Chief Financial Officer
business on 9 September 2022. COVID-19 VAT deferrals as explained above.
The future reduction in leverage is expected 20 July 2022

DWF Group plc | Annual Report and Accounts 2022 25

Strategic report

Section 172(1) statement

Section 172(1) (a)–(f) of Board process in considering section 172(1) in its decision making
the Companies Act 2006
(‘section 172(1)’) requires
a director of a company
to act in the way he or she Leadership and management receive training
considers, in good faith, on Directors’ duties to ensure awareness
of the Board’s responsibilities
would most likely promote
the success of the company
for the benefit of its
members as a whole.
Our Board continually engages
The Directors have had regard to the Board papers include information with stakeholders. Read more on
matters set out in section 172(1) when considering section 172(1) matters pages 28 to 31
performing their duties. They consider they
have acted in good faith, in the way that Board
would be most likely to promote the success information
of the Company for the benefit of its members
as a whole, while also considering the broad
range of stakeholders who interact with and
are affected by our business.
Section 172(1) matters considered in
The chart to the right demonstrates the the Board’s discussions on strategy,
Board process in considering section 172(1) including how they underpin The Group’s culture helps ensure
in its decision making. long-term value creation and the that there is proper consideration
implications for business resilience of the potential impacts of decisions
Details of how the Directors have had regard
to section 172(1) in carrying out their duties Board
in making two key decisions during the year strategic
are set out on page 27. See pages 28 to 31 discussion
for more information on how we engage
The Chair ensures decision making The Board performs due diligence
with our stakeholders and page 65 of the is sufficiently informed by section in relation to the quality of the
Corporate Governance report on how the 172(1) matters information presented and receives
Board’s discussions and decisions have assurance where appropriate
been informed by different stakeholder
considerations.
Read more
Stakeholder engagement  pages 28 to 31
Board
Culture  pages 06, 07, 57 and 64 decision

Values  page 12

Outcomes of decisions assessed Actions taken as a result of

and further engagement and Board engagement
dialogue with stakeholders

26 DWF Group plc | Annual Report and Accounts 2022

 Strategic report
Key decisions How we engaged Outcome of engagement

Governance
Launch of global • Appointed Business in the Community • Announcement of global ESG Strategy
to carry out an independent materiality in December 2021 focusing on the
ESG Strategy assessment, which included an in-depth matters that both the Group and
examination of opinions on ESG from a external stakeholders identified as
variety of stakeholders. most important.
Following a comprehensive review of
business processes and increased • Conducted a client survey to listen to • A clear commitment to Net Zero.
engagement on ESG from a variety of client opinions on ESG.
• Commitment to publish a separate

Financial statements
stakeholders, the need for a global ESG • The ESG Strategy was rolled out to ESG report, in addition to disclosures
Strategy was identified. A global ESG employees and partners via Virtual Town included in the Annual Report
Strategy will ensure the Group can operate Halls and announcements on Rubix, the and Accounts.
in a cohesive manner to achieve the ESG Group’s intranet.
targets and progress can be clearly • Invested in Learning and Development
monitored. The Group can focus its • An update was made to the market by way activities, such as our Emerging
resources on making progress in the areas of RNS. Leaders programme.
that its stakeholders have deemed most • Enhanced Diversity & Inclusion targets
important and measure the impact of the

Other information
as part of our new ESG Strategy.
actions taken.
• Revised Employment Value Proposition
Further information on our approach to ESG to ensure it was still fit for purpose.
can be found on pages 32 to 48.
The Board considered the feedback from all
stakeholders and approved the global ESG
Strategy, noting the increased alignment
between the concerns of stakeholders and
those of the Group.

Associations • Engaged with clients through the client • Successful associations in Hong Kong,
census and meetings to understand Spain and Portugal have been agreed
what they expect from legal and that complement our existing offering
business services. to clients.
The Board considered the need to enhance
our proposition in several important • Sought input from a select group of • Further strategically aligned
markets and support our strategy of colleagues to assess the impact any associations are being considered
offering integrated legal and business proposed association, or termination of and prioritised based on the potential
services to our clients on a global scale. association, would have on our clients, value add for our client base.
our risk profile and our culture.
A steering group was created to ensure that • Core policies were harmonised to
any proposed associations aligned with our • Announcements were made on Rubix, ensure the Group and associations
strategy. This included a review of current the Company’s intranet. are aligned on key issues, in particular
arrangements and the termination of on Diversity & Inclusion and ESG.
associations that were not deemed to • Following entering into a new association,
be beneficial. an operating update was released to the
market via RNS.
The Board considered the risks and impact
of changes to associations to the Group’s
key stakeholder groups, particularly our
colleagues and our clients.

Key
(a) Likely consequences of decisions in the long term
(b) The interests of the Company’s workforce
(c) The need to foster relationships with suppliers, customers and others
(d) Impact of operations on the community and environment
(e) High standards of business conduct
(f) The need to act fairly between members of the Company

DWF Group plc | Annual Report and Accounts 2022 27

Strategic report

Engaging with our stakeholders

Stakeholder group Why we engage

Our colleagues Our colleagues are the heart and soul of our
(employees and partners) business and the key to its success. It is
important to properly incorporate our
people’s views in Board decision making.
We understand that it is vital that we recruit,
retain and develop the best people. By doing
this we will be able to implement our
strategy and fulfil our purpose.

Listening and responding

to our stakeholders
As a professional services
business, the relationships we
build and sustain are critical
to delivering our strategy
and ensuring the long-term Clients Clients are integral to everything we do,
and so it is important we understand how
success of our business. we need to evolve to provide them with the
right support.
We use a range of engagement
mechanisms in order to understand and
consider stakeholder views in the Board’s
decision making and general oversight.
In the following table, we set out who our
key stakeholder groups are. By illustrating
why each stakeholder group is important to
us and through the engagement methods
we use with them, we are able to demonstrate
what is important to each stakeholder group. Suppliers Effective and trusted relationships are key
This ultimately informs the decision making to our service offering. We engage to ensure
of the Board and the Group as a whole. suppliers are providing value for money,
performing to our standards and conducting
For more information, see page 63 business to our expectations for a mutually
beneficial relationship.

Debt providers Access to working capital is the lifeblood

of any business, especially in the current
environment as companies need to ensure
they have sufficient liquidity to navigate the
challenges presented by the macroeconomic
environment. It is essential we have strong
relationships with our banking providers and
that they are clear about our strategy.

28 DWF Group plc | Annual Report and Accounts 2022

 Strategic report
How we engage Key interests Outcome of engagement

Governance
• Virtual Town Halls hosted by the Group • Strategy, business plan and budget • Increased provision and support for
Chief Executive Officer and supported flexible working
• Recognition and fair reward
by Non-Executive Directors or Executive
• Improved guidance on managing mental
Board members, as appropriate • Open communication
health and wellbeing
• Weekly email and recorded video briefings • Diversity & Inclusion
• Pulse Forum to consider the results
from the Group Chief Executive Officer to
• Ways of working including our response of the Pulse Survey and provide
all colleagues

Financial statements
to macroeconomic factors, such as recommendations to further improve
• Global Pulse Surveys COVID‑19 our people proposition, comprising
representatives from across our
• Partner representation on the Board • Opportunities for professional and locations, offices and career levels
through our Partner Directors personal development
• Exploring opportunities to re-shape our
• Rubix, our Company intranet, provides a
premises strategy following responses
range of useful information for our people
to the global employee survey
and updates on the performance of the
Company and other business matters

Other information
• Formal and informal engagements
with the Board appointed Designated
Non-Executive Director for the workforce
• Rubies and Achievers employee
recognition platforms

• Key Account Programme with a • High-quality service delivery • Where global law firms typically score
dedicated Executive Board sponsor between 25 and 40 the Group received
• Legal and business services to be delivered
an above industry average client Net
• Client Census to discover satisfaction in an easier and more efficient way
Promoter Score of 63
metrics and key themes of feedback
• Development of new services and areas
• Out of 500 clients surveyed 85% of our
• Client Relationship Partners of expertise
clients rated us a 6 or 7 on a scale of 1–7
• Expansion of our offering globally for client satisfaction
• A strong record of retaining existing
clients and winning new business such
as Allianz and the UK central
government legal services panel

• Through a fair and consistent • RFP process • Strong supplier relationships

evaluation process
• Due diligence requirements • Development and continuous
• Use of competitive Request for Proposal improvement of processes to improve
• Good governance expectations
(‘RFP’) processes where appropriate overall consistency such as a
• Payment processes and terms standardised RFP, a supplier
• Regular review meetings with key suppliers
categorisation and assurance framework,
• Ongoing feedback to maintain and a Supplier Code of Conduct and
openness and to improve value Ethical Sourcing Questionnaire
from supplier relationships

• Representatives from each bank • Initiatives to improve lock-up days • Strong and supportive relationships
attend our full-year and half-year
• Capital allocation strategy • Completion of a refinancing exercise
results presentations
took place in December 2021, delivering
• Risk appetite and approach to leverage and
• Management have regular discussions with an increase in the principal banking
the provision of ancillary products over
our banks about our strategic priorities facility and additional headroom on
and above the revolving credit facility to
some of the covenants with no
support the Group’s growth ambitions
reduction in headroom in any covenant

Continued on the next page

DWF Group plc | Annual Report and Accounts 2022 29

Strategic report

Engaging with our stakeholders continued

Stakeholder group Why we engage

Shareholders Our Shareholders play an important role in

monitoring and safeguarding the governance
of our Group. Some are also employees and
partners, who have a critical role to play in
the continued success of our business.
We are also conscious of our need to act
fairly between the members of the Company.

Our communities We believe that we can build thriving

communities in which we live and work,
create a skilled and inclusive workforce
today and for the future, and innovate
to repair and sustain our planet.

Our regulators We engage with our regulators in each

jurisdiction in which we operate, including
the Solicitors Regulation Authority (‘SRA’)
in England, which is our largest market,
to maintain and build the constructive
and trusted relationships vital to any
regulated entity.

Policymakers We work with national and local Governments,

policymakers, regulators and trade bodies
to help shape policy for the benefit of the
Company, our people, our clients and
our communities.

30 DWF Group plc | Annual Report and Accounts 2022

 Strategic report
How we engage Key interests Outcome of engagement

Governance
• Financial reporting and trading updates • DWF’s strategy for growth and any • Trading updates to the market
via RNS associated risks and opportunities
• Engagement with larger Shareholders
• A series of events throughout the financial • Financial and operating performance and potential investors
year, including our AGM, and presentations of the business
of our half-year and full-year results
• Long-term sustainable and profitable
• Management attend relevant conferences growth of the Company

Financial statements
and meet with investors and potential
• Progress in reducing debtor and WIP
investors throughout the year
days and reducing net debt
• Environmental, Social and
Governance issues
• Our response to macroeconomic factors,
such as COVID-19, the war in Ukraine, the
cost of living and inflation

Other information
• Transparency and good governance

• Volunteering in local communities • Environmental and social issues including • DWF Foundation donated £317,725
climate change through 116 grants investing in
• Charitable giving by the DWF Foundation
education, employability, health and
• Developing skills in young people to
• 5 STAR Futures, our community wellbeing, homelessness, environment,
become more work ready
education programme, workshops COVID-19 and emergency response
and awards evening • Business ethics
• 8,287 hours volunteered by
• Pro bono work • Employment our colleagues

• Wider community support programmes • 1,850 hours of pro bono support

• Response to COVID-19 • 1,782 hours invested in education and

employability activities

• Regular meetings with our regulators • Professional standards and compliance • Constructive relationships and an
open dialogue
• Quarterly meetings with our SRA • Training programme
Regulatory Manager • Regular regulatory updates provided
• Innovation and data-driven disruption
to the Board
• Annual reporting to the SRA on
strategy, risk management and • Regular engagement with the SRA which
regulatory compliance has included a thematic review around
AML processes and specific engagement
• Attendance at SRA-led Compliance Forum
around the solicitors Accounts Rules
and types of work including residential
plot sales

• Participation in consultations • Regulatory change in the sector • Opportunity to shape policy

development
• Attendance and participation at • Innovation in the provision of legal services
conferences and business network events • Positive client relationships with
governmental bodies
• Membership of relevant industry bodies
• Creation of thought leadership

DWF Group plc | Annual Report and Accounts 2022 31

Strategic report

Environmental, Social and

Governance (‘ESG’) report

Our ESG Strategy Our approach

To inform our strategic priorities and ESG We have already made significant progress
metrics, we conducted a detailed independent in embedding responsible business best
materiality assessment in order to identify the practice. Our business conduct impacts our
issues that matter most to our stakeholders, reputation and both are inextricably linked
and where we have the most potential to to the long-term value we want to create as
create value aligned with our purpose. a global business.
The Group ESG Strategy has six priority areas: We focus our efforts on connecting our
activities to our business purpose and
Climate action: values, to accelerate our ESG work and meet
We recognise our role as a responsible the needs of all our stakeholders. In doing
business in supporting the global transition so, we set the stage for long-term value
to a sustainable low-carbon economy. creation determined by revenue,
Our aim is to be Net Zero by 2030. sustainability, impact and reputation.
As a force for good, we will continue to:
Diversity & Inclusion:
Accelerating progress to improve • create and sustain a skilled workforce
ESG is core to our business representation and diverse talent pipelines. today and for the future;

model, strategy and decision Empowering colleagues and • deliver service excellence to grow and
sustain our clients;
making, and starts with our our communities:
Sustaining a skilled workforce today and
purpose of delivering positive for the future, continuing to prioritise
• build and strengthen our communities;
and
outcomes with our colleagues, colleague health and wellbeing, and
• help to repair and sustain our planet.
clients and communities. taking action to help and collaborate
with communities in need.
The level of disclosure and transparency we
demonstrate due to our listed status means Supporting and connecting with
that all stakeholders can be confident that our clients:
our ESG commitments will be progressed and Being clear and transparent about how
that our governance in enabling delivery is we can help clients to improve their
effective. Additionally, in supporting our sustainability performance through an
clients and communities on ESG-related ESG-centric approach.
The Sustainable Development Goals (‘SDGs’)
matters, we enhance our strategy. While we believe in and aim to contribute
Acting with integrity in everything
Our position as the only Main Market listed that we do: to all 17 UN SDGs, we have prioritised five
legal business gives DWF a unique perspective Taking ownership and holding ourselves goals, aligned to our ESG agenda, where we
on ESG. accountable for the way we do business. can make the most impact.

We have learned important lessons about

implementing effective ESG policies. An Building trust and increasing
operational focus is critical and means transparency:
committing to consistent high performance Enhancing the credibility of our own ESG
around ESG. This is about how we do business disclosure, consistent with our purpose • Climate Action
and is fundamental to our success as a global of delivering positive outcomes with our • Gender Equality
legal business, specifically in terms of colleagues, clients and communities. • Decent Work and Economic Growth
delivering our Group strategy, realising • Reduced Inequalities
commercial advantage, and in retaining • Peace, Justice and Strong Institutions
and attracting key talent. Ahead of the strategy launch in December
2021, our Group CEO invited all DWF colleagues Human rights and modern slavery
Our goals include ambitious science-based to a briefing session – ‘Understanding ESG We are committed to respecting human
targets through which the Group commits to – why it matters to everyone’. The session rights and upholding the UN Universal
reducing carbon emissions in line with the explained what ESG is, how ESG is relevant to Declaration of Human Rights and the UN
Paris Agreement and the 1.5 degree pathway, the Group and why it has risen so rapidly up Guiding Principles on Business and Human
along with stretch targets to improve the corporate agenda. Rights in our business and supply chain.
our diversity.
Our ESG ambition sets out the future we
envision for the Group; what we want to
achieve between now and 2030.

32 DWF Group plc | Annual Report and Accounts 2022

 Strategic report
We also recognise the need to improve the The Group Head of ESG reports quarterly to Our key focus is on actual reductions in our

Governance
tracking and monitoring of our human rights the Executive Board and at least bi-annually emissions by cutting energy use, transitioning
approach and expand the scope of human to the PLC Board, on progress to date, ESG to renewables, significantly reducing the
rights training provided for our colleagues. risks and opportunities, and any actions frequency and carbon intensity of commuting
necessary to ensure we are evolving our and business travel and, once we have
In 2022, we published our Human Rights
ESG Strategy and continually meeting the reduced our carbon emissions to the lowest
Statement, which builds on our previous
ESG expectations of both internal and level possible, investing in solutions that
commitments and reflects the increasing
external stakeholders. The Group COO is remove carbon from the atmosphere.
importance of integrating human rights
part of the ESG Leadership Group and
across our business.
meets fortnightly with the Group Head of
Roadmap to Net Zero

Financial statements
You can also read our 2021 Modern Slavery ESG, as does the Group Director of Risk.
Statement here: https://dwfgroup.com/ The Group Head of ESG sits within the

2021
en/notices/modern-slavery-statement. Group Risk and Excellence function. March
Certification to
This contains information on our Climate action new Standard
organisational structure, policies, the 2030 Net Zero pathway ISO 14001:2015
management of our supply chain, training DWF is responding to an urgent call-to-action
and stakeholder engagement to prevent the for companies to set emissions reduction June
existence of modern slavery in our Group. targets in line with a 1.5°C future, backed by a Commitment to

Other information
global network of UN agencies, business and setting SBTi targets
Within the reporting period we can confirm industry leaders. In May 2021, we signed the
that there were no reported instances of in line with the
Business Ambition for 1.5°C commitment, a 1.5 Pathway
Modern Slavery within our own business campaign led by the SBTi in partnership
operations and supply chains. with the UN Global Compact, the Carbon December
Our ESG governance Disclosure Project (‘CDP’), the World Targets sent to
The ESG issues most important to all Resources Institute (‘WRI’), the World Wide SBTi for Validation
stakeholders of the DWF Group are Fund for Nature (‘WWF’) and the We Mean
contained in the ESG Strategy, which has the Business Coalition, demonstrating the highest
engagement of and accountability from our level of ambition on climate and paving the
PLC and Executive Boards, along with all way to a Net Zero future.
levels of leadership across our business. In December 2021, we submitted our carbon
The oversight provided by the Board and reduction targets for validation by the SBTi.
The targets set are to reduce Scopes 1, 2

2022
its committees, which include our ESG
and 3 by 50% by 2030, with our overall June
Leadership Group, ESG Operations Board
ambition to be Net Zero by 2030. The SBTi Targets validated
and Risk & Sanctions Committee, is guided
began the validation process in May 2022 by the SBTi
by DWF’s Code of Business Conduct, which
applies to every DWF Board member and in June 2022 our targets were
successfully approved. July
and colleague.
Our annual
completion of
ESG Governance Structure CDP and annually
thereafter
PLC Board

2024
March
Re-certification to
ISO 14001:2015
Risk
Executive Board

2025
Committee December
25% reduction across
Scopes 1, 2 and 3

2030
Risk & ESG Commercial D&I March
Sanctions Leadership Conflicts Leadership Carbon Neutral/
Committee Group Committee Group Ambition to be
Net Zero

ESG
Operations
Board

DWF Group plc | Annual Report and Accounts 2022 33

Strategic report

Our ESG Strategy

at a glance

Climate action
Link to Sustainable Development Goals

Our targets • Reduce our carbon emissions in line with the Paris Agreement.
• Reduce Scope 1, Scope 2 and Scope 3 emissions by 50% by 2030.
• Reduce business travel emissions by 50% by 2030 (against a
2019 baseline).
• Achieve Net Zero in our operations by 2030.

Performance to date • Our key focus is on reducing our CO 2 emissions, and we have
committed to and submitted our roadmap to a 1.5°C pathway with
the Science-Based Targets initiative (‘SBTi’), which was approved in
June 2022, demonstrating the highest level of ambition on climate
and paving the way to a Net Zero future.
• Further details can be found in our environmental reporting on
pages 38 to 45.

Priorities for next year • Active management of carbon emissions aligned to a

1.5°C pathway.
• Inspire colleagues to drive meaningful impact and foster an
enlightened attitude around business travel.
• Engage in at least one project during FY2022/23 which provides
for additional emission reductions/emission removals from
the atmosphere.
• Take action to ensure efficient use of resources, following the
‘Reduce, Reuse, Recycle’ waste hierarchy.
• Invest in technology to help drive our sustainability agenda.
• Expand the scope of our continued ISO 14001 certification.
• Collaborate to develop, apply and promote environmental best
practice to enhance our resilience to climate change.

For more information, see pages 38 to 45

34 DWF Group plc | Annual Report and Accounts 2022

 Strategic report
Governance
Diversity & Inclusion Empowering colleagues and our communities

Financial statements
• Increase the proportion of women on the PLC and Executive • Achieve and maintain an overall global colleague engagement
Boards to at least 40% by 2025, with the same target applying score of 80+.
to the proportion of women in all senior management • 100% of DWF employees globally earn a Living Wage according
roles globally. to jurisdiction.
• In the UK, to increase the representation of Black, Asian and • Raise sufficient funds for the Foundation to enable donations
Minority Ethnic colleagues across senior management to at least made to reach £1 million in support of registered charities
10% by 2025. globally by the end of FY2022/23.

Other information
• In the UK, to increase the representation of Black, Asian and • Continue to advance social mobility within our talent pipelines.
Minority Ethnic colleagues across all career bands to at least
• Deliver 25,000 hours in volunteering hours to our communities,
13% by 2025.
or through pro bono work from FY2022/23 across the next three
• In the UK, to increase Black representation overall and in senior years to FY2024/25.
roles to at least 3% by 2025.

• We strengthened our D&I infrastructure and built on the efforts • In 2021, we launched our employee value proposition to position
already made in inclusive recruiting to ensure we sustain DWF as an employer of choice – DWF Life brought together for our
leadership engagement and ownership to progress and retain colleagues all of the essential elements of what it means to be a
diverse talent. This includes quarterly reporting of progress within part of DWF. In September 2021, our colleague engagement index
each division to our Executive Board, D&I objectives for all people increased from 75 to 76 (with an additional 382 colleagues
managers and tracking and modelling D&I data to inform our responding) and we retain Living Wage Employer status in the UK.
strategy, plans and actions.

• Evolve, through the D&I Action Plans and Board oversight, talent • Sustain a skilled workforce today and for the future, whilst
pipelines and succession planning within each division to ensure continuing to prioritise colleague health and wellbeing.
a focus on female and Black, Asian and Minority Ethnic talent • Increase engagement through values-led behaviour to achieve
in the UK, aligned to our current targets. higher levels of job satisfaction.
• Widen the roll out of Inclusive Leadership Training following • Continue to embrace hybrid working to sustain a high-performing,
a successful pilot last year. inclusive workplace.
• Expand race and ethnicity two-way mentoring beyond the PLC • Continue to foster a culture of recognition and appreciation
and Executive Board members. throughout DWF.
• Increase engagement on disclosure of global workforce data • Empower more colleagues to use their talent, skills and insight to
continuing to encourage voluntary self-declaration (subject to any strengthen our communities through volunteering and global pro
legal restrictions) and communicating and measuring progress on bono support.
data collection.
• Engage with our supply chain to develop ways to reduce
• Continue to review and monitor the D&I composition of teams environmental impacts.
servicing our clients, engaging and collaborating on activity
designed to advance our shared inclusion goals.
• Increase support to and strengthen the impact derived from our
Affinity Networks.
• Ensure business infrastructure and design of operations
promotes inclusion in all aspects.

For more information, see pages 45 to 48 For more information, see pages 47 to 48

DWF Group plc | Annual Report and Accounts 2022 35

Strategic report

Our ESG Strategy at a glance continued

Supporting and connecting with our clients

Link to Sustainable Development Goals

Our targets • Working with colleagues and clients collaboratively to improve

both our and their sustainability performance through an
ESG-centric approach, building long-term relationships.
• Understand the ESG/sustainability strategy for all key account
clients and assess the support DWF can provide or steps DWF
should take to ensure teams deliver work and relationships
consistent with any commitments clients make and our own
values and commitments to ESG.
• Improve our net promoter score for our Key Account programme
by at least 5% and maintain current market leading score.
• 100% of new clients are assessed in line with the ESG Client Policy,
due diligence and onboarding process.

Performance to date • The Group’s net promoter score ('NPS') increased from 49 to 63.
This evidences a loyal client base driven by high levels of
satisfaction with service delivery and quality. This demonstrates
solid foundations for long-term relationships.
• Also in 2021, we published global research to encourage clients to
implement robust ESG strategies and share ideas on how a better
and sustainable future vision can be achieved.

Priorities for next year • Embed our new ESG Client Policy, risk assessment matrix and
escalation process into our client due diligence which extends to
new and existing clients.
• Continue to work with our clients to help future-proof their
businesses by leveraging our own ESG expertise.
• Continue to engage and collaborate on ESG with clients through
research, awareness and education, and sharing of ideas to create
solutions to navigate the future changing world.
• Increase the amount of sustainable work we undertake and have
a clear and robust way of capturing and communicating internally
and externally to be able to determine future KPIs.
• Identify opportunities to collaborate with clients on ESG or
environmental projects.

For more information, see pages 48 and 49

36 DWF Group plc | Annual Report and Accounts 2022

 Strategic report
Governance
Acting with integrity in everything we do Building trust and increasing transparency

Financial statements
• 100% of colleagues read and confirmed understanding of our • Achieve and retain EcoVadis ‘gold’ rating standard by achieving
Code of Conduct. a minimum score of 67, building on the silver standard
• Zero instances of bribery and corruption. already achieved.
• Zero instances of modern slavery in our operations and • Increase ESG operational resource to ensure effective
supply chain. See page 32 for more information. implementation of the strategy by 2023.
• We disclose annually, our approach to climate-related risks
and opportunities using the most appropriate framework

Other information
(currently TCFD).

• No reports of bribery and corruption during the financial year. • We achieved a silver EcoVadis medal for our commitment to
• No reports of modern slavery in our operations and supply chain sustainability. EcoVadis is the world’s largest and most trusted
provider of business sustainability ratings.
• To increase transparency and improve the quality and consistency
of our risk assessment and decision making, we introduced a • We were reassessed by the Business in the Community (BITC)
process designed to lead to more informed client onboarding, Responsible Business Tracker to evaluate and monitor our
agreed at a level appropriate to the sensitivity of the issue progress, scoring 66% overall performance against a cohort
concerned. In addition, following the establishment of our Risk & average of 47%.
Sanctions Committee, set up in response to the war in Ukraine, • We received a “D” rating with the Carbon Disclosure Project, however
we have turned down the opportunity to act for more than 50% this score was prior to the formal launch of our ESG Strategy in
of the matters referred to the Committee for consideration. December 2021. We are submitting our re-assessment in July 2022.
• We conducted a detailed independent materiality assessment
to identify the issues that matter most to our stakeholders,
and where we have the most potential to create value aligned
with our purpose. The launch of our first ESG report is an
important milestone in increasing reporting transparency.

• Roll out an updated Code of Conduct globally to colleagues, • Continue to hardwire sustainability into our business operations.
incorporating changes to internal policies and processes aligned • Increase transparency and reporting against our ESG priorities,
to our ESG Client Policy and external best practice. using internationally recognised reporting frameworks.
• Promote a culture where colleagues feel comfortable to raise • Proactively participate in ESG-related indices and publish ratings
a concern and speak up. including FSTE4Good Series, Carbon Disclosure Project, EcoVadis
• Continue to embed and communicate outcomes from our and Business in the Community’s Responsible Business Tracker.
newly established Risk & Sanctions Committee and ESG Client Policy. • Continually improve and monitor the content and layout of our
• Improve the tracking and monitoring of our human rights sustainability journey on our website to more accurately reflect
approach and expand the scope of human rights training our ESG Strategy.
provided for our colleagues. • Initiate global gender pay gap reporting (currently only in the UK)
• Embed our ESG communications strategy both internally and continue to voluntarily disclose our ethnicity pay gaps.
and externally to engage and inspire colleagues, enhance the
credibility of our own ESG disclosures and set an example
to others about our shared responsibility for people, profit
and the planet.

For more information, see pages 48 and 49 For more information, see 38 to 45

DWF Group plc | Annual Report and Accounts 2022 37

Strategic report

Environmental, Social and Governance report continued

Task Force on Climate-related Financial Disclosures (TCFD)

This is the first year that the Group has disclosed climate-related disclosures under the TCFD
framework and, in doing so, we are complying with the requirements of the new Listing
Rules on climate-related disclosures. Whilst significant progress has been made during the
year to embed climate-related risks within our operations, we recognise that there is more
work to do, including in our disclosures under the TCFD framework.
The risk to the business brought about by climate change is considered an emerging risk,
with more detail available in the principal risks section of the Strategic report.
The disclosures below summarise our disclosures against each of the TCFD disclosure
recommendations.

Governance

Describe the board’s oversight The Board oversees and has overall responsibility for ESG, including the impact of climate-
of climate-related risks related risks and opportunities on the business. The Board is supported by the Global Head
and opportunities. of ESG and the wider ESG Leadership Group, who together are responsible for ensuring that
climate risks are embedded into the Group’s overall risk management framework to identify,
assess and manage climate-related risks and opportunities over the short, medium and
long term.
On a quarterly basis, the Global Head of ESG presents on ESG matters to the Board. At least
annually, this presentation will include an update on climate-related risks and how the
business is working to mitigate the impact of such risks, as well as maximising any opportunities.
The Executive Board and PLC Board also receive annual training on sustainability issues,
including climate change. This helps to inform the Group’s strategy in responding to the risks
that are borne out of climate change.

Describe management’s role in Our Global Head of ESG ensures that management assess and manage climate-related risks
assessing and managing climate- and opportunities across all business areas including; Health, Safety & Environment, IT,
related risks and opportunities. Procurement, Risk, Finance, HR and Clients. Each area contributes to the scenarios that will
likely impact their respective areas over the short, medium and long term. From the scenarios
provided, the Global Head of ESG, along with the ESG Leadership Group, will determine
those that will have the highest impact on the business, both positively and negatively.
These are presented to the Board as outlined above.
During monthly ESG Leadership Group meetings, the latest environmental and climate-related
matters are discussed, and the Leadership Group actively monitors the latest information
and appraises updates on agreed actions to ensure we are dealing with climate-related risks
efficiently and effectively.
Newly identified risks are submitted into the Group’s existing risk management framework,
as described in more detail below. For any emerging opportunities, actions are logged and
followed up with the appropriate individual within the Group to ensure opportunities are
being maximised.
Our management teams that are heavily involved in assessing and managing our climate-related
risks and opportunities also receive training via the Carbon Literacy Project and our Global
Head of ESG has successfully completed the Oxford Sustainability Leadership Course in
the year. This ensures the Leadership Group is aware of material emerging risks and
opportunities. Our ESG Leadership Group is also informed by our Global Co-head of Energy,
being a legal expert in the field of emerging power, transition and supporting clients on
regulations, reporting, decarbonisation and policy.

38 DWF Group plc | Annual Report and Accounts 2022

 Risk management

Strategic report
Describe the organisation’s processes As we outlined previously, our ESG Leadership Team report on the climate-related risks that
for identifying and assessing climate- they believe have the highest impact across the business. Climate-related risks that are
related risks. identified are fed into the Group’s risk register. This forms part of the first line of defence
as part of the Group’s existing Enterprise Risk Management (‘ERM’) framework, which is
outlined further on page 50.
Also considered within the scope of the ERM, the business determines potential emergency
situations, including those that can have an environmental impact. These risks and

Governance
opportunities are reviewed at least annually.

Describe the organisation’s processes The Board, supported by the ESG Leadership Group, will integrate new, and refresh existing,
for managing climate-related risks. processes into the Group’s ERM to identify, assess and manage climate-related risks and
opportunities over the short, medium and long term. This happens at least bi-annually.
By assessing climate-related risks in the manner described above, this allows us to put plans
in place to either eliminate or reduce the impacts of those risks and ensure that we continue
to invest in the right areas to help mitigate the Group’s climate-related risks.

Financial statements
We determine the key risk risks associated with our business by categorising these into
each of three areas of colleagues, clients and communities, aligning with our purpose.
Additionally, we review the risks associated with infrastructure which includes our
IT systems
Our ISO 14001:2015 certified Environmental Management System is also firmly embedded.
It identifies and controls the environmental impact of our business and supports our
working practices, thus allowing us to further eliminate or reduce the impacts of those risks.

Describe how processes for identifying, In the prior year, Sustainability was included within the Group’s strategic risks and classified

Other information
assessing and managing climate- as an emerging risk. Climate-related risks form a key part of this emerging risk. More detail
related risks are integrated into the on how the Group manages its emerging risks are provided in the principal risks section
organisation’s overall risk management. on pages 52 to 54.

Strategy

Describe the climate-related risks In the table on the following pages, we explain the key risks and opportunities that the
and opportunities the organisation business faces due to the increasing impact of global climate change. Risks and opportunities
has identified over the short, have been categorised into Infrastructure, Colleagues, Clients and Communities, although it
medium and long term. is noted that there is often overlap between these categories.
Time horizons have also been attributed to our risks and opportunities, being short term
(considered as one to five years), medium term (five to ten years) and long term (more than
ten years).

Describe the impact of climate-related The impact of climate-related risks and opportunities on the Group has also been included
risk and opportunities on the in the table that follows and primarily focuses on the qualitative impact on the business.
organisation’s businesses, strategy Whilst some limited quantitative impacts have been given, we expect to evolve our
and financial planning. assessment over time and intend to provide further detail in future reports.

Describe the resilience of the In identifying the climate-related risks and opportunities to the business, we have
organisation’s strategy, taking into considered two climate-related scenarios:
consideration different climate-related
Scenario 1: Global warming is limited to less than 1.5 degrees above pre-industrial levels.
scenarios, including a 2 degree or
This naturally leads to risks and opportunities which relate to a rapid global transition to a
lower scenario.
low-carbon economy. These have been included within the ‘transition risks’ section in the
table that follows.
Scenario 2: No mitigation of climate change, resulting in global warming of 4 degrees in the
long term. This scenario presents the greatest risks to the Group and its key stakeholders
and hence the business response is focused on limiting the impact of climate change on our
people, clients and operations.

DWF Group plc | Annual Report and Accounts 2022 39

Strategic report

Environmental, Social and Governance report continued

Risk/Opportunity Category Time horizon Business impact Business response

Physical risks based on 4 degree warming

IT infrastructure Infrastructure Medium Our IT infrastructure is critical to our Our core ‘internal’ systems infrastructure
and long ability to operate. This infrastructure is is operated from duplicated internal
term exposed to the consequences of extreme (DC1) and external (DC2) data centres.
weather events, which could result in The external data centre is on a different
business disruption via power failure, power grid and is operated by a world-
flood or loss of cooling. class operator, Equinix, which has a
strong climate event mitigation strategy.
Our cloud-based services, which include
email, intranet and other core services,
are hosted within Microsoft’s Azure cloud
infrastructure, for which Microsoft has
industry leading mitigation plans.
Impact of Colleagues Short, Our offices are also exposed to ever The impact of COVID-19 has meant that
extreme medium increasing extreme weather and climate the business has adapted successfully
weather and and long events, especially those in higher-risk to a hybrid working model such that
climate-related term geographies. This could result in disruption short-term disruption to our offices
events on to our colleagues, operations and, as a can be mitigated by the ability of our
our colleagues result, on our ability to service our clients. colleagues to work from home.
It is difficult to quantify the likely impact of Our premises strategy also considers the
such a risk on the business as it depends resilience of new and current office space
which geographies are impacted, the to extreme weather events proportionate
severity of the impact and the success of to the level of risk in the relevant geography.
our mitigating actions.
Localised weather events could disrupt
our colleagues even when they are
working remotely due to it impacting
their homes and local infrastructure, and
in the longer term the infrastructure in
certain higher-risk geographies will come
under increasing strain, increasing the
level of disruption. These risks continue
to be mitigated through the Group’s
business continuity planning.
Impact of Clients Medium The Group’s clients are also exposed to The Group continues to operate in
extreme and long risks of extreme weather and climate diverse sectors and geographies, and this
weather and term events. Some clients will be significantly diversification mitigates the impact of
climate events exposed due to either their location in disruption of any individual client or sector.
on our clients higher-risk geographies, or where they have
In addition, we are well placed to provide
supply chains that are at high risk of
support to our clients as they face the
disruption. In addition, our insurance clients
physical risks caused by extreme weather
may be exposed to the consequences of
and climate events, for example
extreme weather or climate events.
construction advice, planning and
Our clients are therefore facing increasing development, casualty, local authority,
risks and such events could result in community development and investment,
significant impact on their operations and, and international energy and renewables-
in turn, a decrease in the level of services related disputes.
they require from DWF.
These risks continue to be mitigated
through the Group’s business
continuity planning.

40 DWF Group plc | Annual Report and Accounts 2022

Risk/Opportunity Category Time horizon Business impact Business response

Strategic report
Transition risks based on 1.5 degree warming
Talent Colleagues Short, Our colleagues are key to the future Our Code of Business Conduct applies to
medium success of the Group. We need to take every employee globally and everyone is
and long meaningful action and be a leading player expected to contribute to our global
term within the legal sector in our response to efforts to reduce, reuse and recycle
the global climate emergency so as to wherever possible. Therefore, it is
attract and retain talent within the imperative to us as a business that
business. Failure to do so could result in everyone understands the role they play.

Governance
higher attrition. This is both a risk and an
Furthermore, we are educating our senior
opportunity for the Group.
leaders and other internal stakeholders
around environmental topics such as the
road to Net Zero. We believe that embedding
these behaviours and values, and
providing education to our colleagues will
demonstrate our response to the climate
emergency and therefore attract and

Financial statements
retain talent.
Reputation/ Clients, Medium The DWF brand and reputation are As part of our Client ESG Policy, we have
Brand Colleagues and long impacted by the action taken by the identified the sectors and industries that
term Group in response to the climate we consider to be the highest risk in
emergency. In addition, our association creating a negative impact on the global
with clients who may be perceived as not climate emergency. These sectors and
positively contributing to the global industries are continually reviewed by
climate emergency, or damaging it, could our Risk and ESG Leadership teams, and

Other information
undermine the commitments we have the policy is updated accordingly. The
made on climate and lead to accusations purpose of this policy is to improve on
of greenwashing and damage reputation. the quality and consistency of our risk
This is likely to lead to lost revenue from assessment and decision making to lead
clients who decide they will not work with to more informed client acceptance, on
us going forward. the basis of our ESG material factors,
with decisions taken at a level appropriate
to the sensitivity of the issue concerned.
We regularly engage with our clients and
industry experts about our approach to
combating the global climate emergency,
including the disclosure of our commitment
to the SBTi and our intended roadmap.
Adapting Clients Medium There is a significant opportunity for the We realise the importance and challenges
our products and long Group to service existing and new clients our clients face, and look to support them
and services term as they transition to a low-carbon economy. wherever we can. We have reviewed how
we currently work with our clients and
Risks are also prevalent if we are unable
structured this in a way to provide legal
to adapt our services to adequately
advice across ‘Environment, Climate
service our clients’ needs.
Change and Energy Transition’ issues.
Additionally, we are looking to support
clients through training and education on
environmental topics and considering the
development of a consultancy service to
further support our clients' needs.
We consider the impact on the
environment in the decision-making
process for new products and services.
These are referred to the ESG Operations
Board and ESG Leadership Group
where appropriate.

DWF Group plc | Annual Report and Accounts 2022 41

Strategic report

Environmental, Social and Governance report continued

Risk/Opportunity Category Time horizon Business impact Business response

Supply chain Communities Short, As a people-led business, whilst we are not Increasing emphasis on supply chain
medium as reliant on our supply chain as other resilience will continue to be built into
and long sectors, it still contributes significantly to the sourcing strategy, working with key
term the Group’s carbon emissions. suppliers to ascertain their approach to
business continuity planning (‘BCP’) and
The Group’s pathway to Net Zero by 2030
their corresponding ability to rapidly
is reliant on our ability to procure products
and effectively deploy appropriate
and services which minimise the impact
contingency measures. In addition,
on climate and the environment. Utility
should potentially disruptive scenarios
providers may be unable to provide
arise, a supply chain impact assessment
sustained (and renewable) power to our
will be undertaken with providers of high
workplaces, for example.
priority goods and services to determine
The supply chain may experience any adverse impact upon their capability
disruption based on environmental and and capacity to support DWF and, where
geopolitical factors inhibiting supplies/ any shortfall may be identified, apply a
services to DWF. This could lead to collaborative approach to determining
increased costs or risks to the ability of the mitigation measures.
Group to achieve its Net Zero pathway.

Metrics and targets

Disclose the metrics used by the We are committed to our role in supporting the global transition to a sustainable low-carbon
organisation to assess climate-related economy and our ambition is to achieve Net Zero greenhouse gas (‘GHG’) emissions ahead
risks and opportunities in line with its of the UK Government’s target of 2050, to achieve the goals of the Paris Agreement. This in
strategy and risk management process. turn enables us to mitigate the climate-related risks noted above through contributing to
global action to lessen the impact of climate change on society.
Our key metrics are therefore the Group’s GHG emissions and, in setting targets, we have
committed to the 1.5°C pathway with the SBTi.

Disclose Scope 1, 2 and, if appropriate, The Group measures Scope 1, 2 and 3 emissions which are summarised in our
Scope 3 greenhouse gas emissions and Environmental Report on page 43.
the related risks.

Describe the targets used by the The targets that have been set in accordance with the SBTi 1.5°C pathway are a reduction of
organisation to manage climate- 50% of Scope 1, 2 and 3 greenhouse gas emissions by 2030 against a 2019 baseline. These
related risks and opportunities targets have been validated by the SBTi in June 2022. More detail on the action being taken
and performance against targets. by the Group in achieving these targets can be found below and on page 44.

Environmental reporting Our targets Scope 2: Indirect emissions from electricity

Our approach We are required to report on our purchased and used by the organisation.
In supporting the Group’s ambitious target greenhouse gas emissions under the Emissions are created during the production
to reduce GHG emissions, we are certified to Streamlined Energy and Carbon Reporting of the energy eventually used by the
the ISO 14001: 2015 Standard and have an (‘SECR’) framework for the UK. We report organisation.
Environmental Management System in place our emissions under SECR consistent with
Scope 3: All other indirect emissions from
to identify and control the environmental the Group’s financial year. We also have
activities of the organisation, occurring from
impact of our business and support the greenhouse gas emission targets that have
sources that it does not own or control.
enhancement of our working practices. been set in accordance with the SBTi. These
These are usually the greatest share of the
are set by calendar year.
By understanding our impacts together with carbon footprint, covering emissions
our climate-related risks and opportunities, Greenhouse gas emissions are classified associated with business travel,
this allows us to adapt and evolve our under three different scopes: procurement, waste and water.
strategy together with the targets set, which
Scope 1: All direct emissions from the The targets that have been set in
in turn will allow us to build the requisite
activities of the organisation or an accordance with the SBTi 1.5°C pathway
resilience needed to appropriately manage
organisation under its control, including are a reduction of 50% of Scope 1, 2 and 3
climate-related risks.
fuel combustion on site, such as gas boilers, greenhouse gas emissions by 2030 against
fleet vehicles and air-conditioning leaks. a 2019 baseline. These targets have been
validated by the SBTi in June 2022.

42 DWF Group plc | Annual Report and Accounts 2022

GHG emissions by financial year:

Strategic report
International International Year-on-year
UK totals totals TOTAL UK totals totals TOTAL difference
Reporting Years 2021 & 2022 FY2020/21 FY2020/21 FY2020/21 2021/22 2021/22 2021/22 %

Energy consumption The following data does not account for any renewable energy purchased
Gas and fuel kWh 1,655,369 – 1,655,369 1,248,614 – 1,248,614 (25%)
Electricity kWh 3,034,490 1,795,547 4,830,036 3,029,796 1,704,512 4,734,309 (2%)
Business travel cars kWh 69,267 103,381 172,649 162,075 88,381 250,457 45.%

Governance
Total energy used in kWh 4,759,127 1,898,928 6,658,055 4,440,486 1,792,894 6,233,380 (8%)
% split across UK and
international sites 71% 29% 71% 29%
Energy consumption The following data discounts renewable electricity purchased
Electricity kWh 71,810 1,032,978 1,104,788 118,663 946,159 1,064,822 (3.6%)
% split across UK and
international sites 6.5% 93.5% 11.0% 89.0%

Financial statements
Carbon emissions
Scope 1 emissions (TCO2) 315 – 315 224 – 224 (29%)
Scope 2 emissions (TCO 2) 16 570 587 25 470 495 (16%)
Scope 3 emissions not including
procurement (TCO 2) 278 293 570 427 396 823 44%
Scope 3 emissions breakdown (TCO 2)

Other information
Waste 1 0 2 2 3 5 225%
Fuel and energy related activities
not included in Scope 2 193 222 415 228 251 479 16%
Gas 46 – 46 34 – 34 (25%)
Water 3 5 8 1 2 4 (53%)
Rail 6 10 16 52 9 61 293%
Taxi 12 8 20 10 14 24 21%
Air 9 23 32 60 97 158 395%
Car 9 25 33 39 20 58 77%
Total Scope 1 & 2 emissions (TCO2)
Location based 331 570 901 249 470 718 (20%)
Total Scope 1, 2 & 3 emissions (TCO2)
Location based without
procurement 609 863 1,471 676 866 1,542 5%
Percentage of all scopes emissions 41% 59% 44% 56%
Total Scope 1, 2 & 3 emissions (TCO2)
Market based 1,611 1,324 2,935 1,590 1367.10 2,957 1%
We have taken the decision to include the rest of our Scope 3 emissions in line with the SBTi reporting we undertake
Procurement 3,586 3,177
Commuting 1,397 5,432
Total Scope 1, 2 & 3 emissions (TCO 2)
Location based including procurement and commuting 6,454 10,150
Total TCO2 per head based on average headcount of 3,961 in
2020/21 and 3,960 in 2021/22 1.64 2.57
Methodology: DWF utilises a third party system (Accuvio) in which a record of energy, travel, waste etc. are recorded on a monthly basis, which then calculates
the carbon emissions. (Please note that procurement and commuting are not currently calculated within the Accuvio System and we utilise the Quantis Scope 3
Calculator to calculate emissions.) Data records travel and energy usage globally with the exception of some international offices which are serviced offices.
The analysis uses an operational control approach which means that where there are serviced agreements for utilities, the data is not included in the report.
Commuting data is reported on an assumption basis. Whilst figures have decreased for the last financial year, this is due to COVID-19. Any fuel figures provided
in litres have been converted into kWh or TCO 2e using Gov.UK and Defra conversion tables. Mileage provided has been converted into TCO 2e using Defra
conversions. kWh figures for air, rail, taxi and other public transport have been omitted as not practical to convert from passenger km or passenger fares, but
CO 2e emissions have been calculated using Defra conversion factors.

DWF Group plc | Annual Report and Accounts 2022 43

Strategic report

Environmental, Social and Governance report continued

GHG emissions by calendar year (and in accordance with the SBTi):

Scope 1 Scope 2
Calendar Year 2021 (Gas) (Electric)

SBTi Calculated Target 321 Tonnes of CO2 667 Tonnes of CO2

Actual 298 Tonnes of CO2 559 Tonnes of CO2
Overview Ahead of Target predominantly Ahead of Target predominantly
due to the Pandemic. due to the Pandemic.
The lack of availability of renewables The lack of availability of renewables
also impacted Scope 1 across some also impacted Scope 2 across some
of our sites. of our sites.

One of the most significant environmental We have created an Energy Management Our energy reduction plan will also ensure
impacts is reliance on energy to run the Standard Operating Procedure (attached) to that we continually assess how we can
buildings. Our key focus is ensure our sit alongside our Energy Management Policy, reduce energy consumption through
portfolio of commercial property is using which ensures that we continually monitor heating and cooling set points, LED/PIR
renewable energy with the aim that all UK energy usage and implement the actions lighting and automatic computer power
offices will be 100% green energy by 2030 necessary to reduce the amount of energy downs, for example.
at the latest. At present, there is a small we use.
Travel and commuting
amount of gas (Scope 1) used across 44% of
SBTi methodology Proactive management of both business
our entire estate. The target is to reduce this
Our overall SBTi target was calculated by travel and commuting will bring about
usage, if not to eliminate where possible, by
following its methodology outlined in the travel reductions, which in turn will
at least 50% by 2030. In terms of electricity
target setting tool. reduce our emissions and well as being
(Scope 2), 61% of our estate is currently
financially beneficial.
utilising renewable energy (over 80% UK We have calculated the reductions
only). Our aim is to reduce this consumption necessary from a 2019 base year through Stationery and print
by 50% by 2030. Internationally, we will to 2030 and utilised this data to then create Further embed our digitalisation
ensure our estate is also transitioning to our own internal metrics/plans to reduce programme, which in turn will reduce the
renewable energy insofar as possible. our emissions. These will be reported on requirement for stationery items, i.e. paper,
at least bi-annually, unless analysis shows a envelopes etc.
We have committed to work with Building
material deviation from our planned target,
Management to encourage the procurement Supply chain
at which point this will be reported as
of Renewable Green Energy across those We are working with our supply chain to
described above and remedial actions put in
sites that do not currently have this and develop ways to reduce environmental
place if the deviation is within our control.
to look at whether water conservation impacts. We review the environmental
methods can be introduced; including any Energy efficiency credentials of suppliers as part of the
future property expansion whether that be COVID-19 brought about the opportunity onboarding process and then throughout
an office move or office space acquired to transform the way we work, which has the term of the contract, undertake audits
during M&A activity to assist with our Scope had a positive impact on our emissions. We and review the provisions in place, ensuring
1 and 2 Targets. Future office space will take have been able to reduce some of our floor their appropriateness throughout the term
into consideration the EPC Rating as well as space due to having a transient workforce of the contract.
BREEAM properties. and have brought in a more stringent
Risks
travel policy.
Whilst the pandemic brought about many Our ambition is to be Net Zero by 2030.
challenges, it also gave us the opportunity Meeting our ambitious reduction targets However, a severe change in climate
to “mothball” some of our unused space and Energy conditions means that we need to be
at present there is no intention to re-open Our key focus is to ensure our portfolio of conscious of the impacts this could have
such spaces. Instead, we have created a commercial property is using renewable on our colleagues, property and services,
transient workforce which in turn requires energy with the aim that all UK offices will and we will therefore continually monitor
less space. Whilst we did see a drop in energy use 100% green energy by 2030 at the climate-related risks and opportunities
related emissions, these were not significant latest. At present, there is a small amount of and adapt our business accordingly.
due to the fact that we need to run HVAC/ gas (Scope 1) used across 44% of our entire
BMS systems at full at all times to mitigate estate. The target is to reduce this usage, if
the risk of transmission of COVID-19. not to eliminate where possible, by at least
50% by 2030. In terms of electricity (Scope
Our energy reduction plan includes
2), 61% of our estate is currently utilising
continually assessing how we can reduce
renewable energy (over 80% UK only). Our
energy consumption through heating and
aim is to reduce this consumption by 50%
cooling set points, LED/PIR lighting and
by 2030. Internationally, we will ensure our
automatic computer power downs
estate is also transitioning to renewable
for example.
energy insofar as possible.

44 DWF Group plc | Annual Report and Accounts 2022

We have identified areas we need to Engagement Diversity & Inclusion

Strategic report
continually monitor, applying the ‘Plan, Do, We recently trialled the Pawprint app Our approach
Check, Act’ model, which in turn will allow us across our offices in Scotland. This app is Our vision is to create a working
to adapt and evolve our strategy taking into an employee engagement tool which helps environment and culture where colleagues
account those risks and opportunities people measure, understand and reduce of all different backgrounds are able to
identified. Associated risks that can impact their carbon footprint. It empowers contribute at their highest level to deliver
our ability to meet these targets are employees to fight climate change at work, positive outcomes with our colleagues,
described below: home and beyond. clients and communities. This means
sustaining a workplace where everyone is
• A change in the proposed 1.5 degree The benefits of using an app like Pawprint
included, valued and equipped with skills for

Governance
pathway will mean we need to reconsider are that it allows us to:
today and the future.
our approach, and significant changes
• Engage our colleagues; use our best asset
may also mean that our reduction targets In May 2021, we launched our five-year global
to drive sustainability initiatives.
will not be achievable by 2030. D&I Strategy to work towards gender balance
• See our impact; transform ESG from a across all levels of management, embed
• Disruption due to international conflict
box-ticking exercise into measurable impact. ambitious new targets on both gender and
may have a significant impact on global
ethnic diversity, as well as expanding the
emissions, therefore meaning our current • Future-proof; protect the future of our scope of our pay gap reporting.
targets are unachievable. business, and our planet.
Our priorities:

Financial statements
• Global situations may affect the Results were positive, with significant Ownership
availability of renewable energy sources, carbon savings; many habits formed which Employee-led networks connect like-minded
impeding our ability to move to 100% mean people will continue to take action to colleagues and create a space to voice their
renewable energy across our portfolio. reduce their climate impacts; and lots of experience.
engagement and the sharing of ideas.
• Energy costs are increasing significantly
Representation
and, if this continues, landlords/building We are currently considering the results of Actions are data driven so we can build
management as well as suppliers may the trial and then a decision will be made as diverse representation at all levels of our
steer away from renewable energy, to whether the Pawprint app is rolled out business.

Other information
taking the cheaper or more secure further across the business.
non-renewable option. Global direction
Training Locations come together to celebrate and
• A material change in the size of our During 2021, we rolled out the Carbon champion Diversity & Inclusion through
business will mean we will need to apply Literacy Project (‘CLP’) training for our global campaigns.
a revalidation process to our targets with employees. In order for us to do this, we
the SBTi. have to create a course and have this Driving decisions
verified by the CLP. So far, training has taken Divisional Action Plans and D&I Leadership
• Financial – Price increases as supplies
place with approximately 25 people – all oversight helps to keep D&I top of mind.
become less available.
achieving certification. A schedule of training
Sense of belonging
• Supply chain may experience disruption has been put in place for FY2022/23 with
Addressing the engagement drivers that
based on environmental and geopolitical the aim of training at least a further 60
most substantially continue to employee
factors inhibiting supplies to DWF. people across the business. We are pleased
and business outcomes.
to report that we have achieved Bronze
Standard from the CLP.

Our Diversity & Inclusion performance

Representation as at
Gender (female representation as at March 2022) 30 April 2022 Target

PLC Board 30% 40%

Executive Board 36% 40%
Senior management 39% 40%
All colleagues 58%
Ethnicity
PLC Board members from a minority ethnic background 10%
Executive Board 0%
Senior management 4% 10%
All colleagues 12% 13%
Black representation overall and in senior roles 1% 3%
Disability
% of colleagues who disclose that they have a disability 3%
Sexual orientation and gender identity
% of colleagues who disclose that they are lesbian, gay, bisexual or trans 4%

DWF Group plc | Annual Report and Accounts 2022 45

Strategic report

Environmental, Social and Governance report continued

Social Mobility Progress against targets 2019-2022

D&I benchmarking DWF continue to take positive steps towards • The Board to maintain its current gender
2021/22 tackling social mobility and have again diversity with no fewer than three women
featured in the list of Top 75 employers in on the board – Achieved
Times Top 50 the Social Mobility Employer Index at 51. The
• Increase female representation on the
Employer for Women Top 75 recognises the organisations that are
Executive Board to at least 33% by 2022
taking the most action to ensure they are
– Achieved
open to accessing and progressing talent
from all backgrounds. We also publish our • Women to hold at least 30% of senior
social mobility data here (England only): leadership positions by 2022 – On target
https://dwfgroup.com/about-us/diversity-
and-inclusion • Target to achieve at least 10% Black, Asian
and Minority Ethnic representation across
Our targets senior leadership positions by 2022 – Not
Global Stonewall Over the last three years, our D&I targets on target
Diversity Champion have demonstrated to stakeholders that
we are serious about increasing gender • The Board to initiate ethnicity pay gap
and ethnicity representation, particularly reporting by the end of 2020 – Achieved
at senior levels. • The launch of our latest D&I strategy in
Top 30 Employer for Our new targets signal our intent to May 2021 and subsequent ESG strategy
Working Families do better: in December 2021, signalled our intent to
do better, recognising we fell short by a
• Increase the proportion of women on the considerable margin on our target to
PLC & Executive Boards to 40% by 2025. achieve at least 10% Black, Asian and
Minority Ethnic representation across
• Increase the proportion of senior
senior leadership positions by 2022. This
management roles held by women
target was retained and incorporated
globally to at least 40% by 2025.
within a suite of new stretch targets
Top 75 Employer • In the UK, increase the representation agreed to 2025.
in the Social of Black, Asian and Minority Ethnic
Mobility Index Our Gender and Ethnicity Pay Gap Report
colleagues across senior management
In March 2022, we published our fifth
to 10% by 2025.
gender pay gap report and marked the
• In the UK, increase the representation second time we voluntarily included details
of Black, Asian and Minority Ethnic of our ethnicity pay gap. The figures are
colleagues across all career bands to 13%. available on pages 113 and 114 of the report
Disability and the report in full is published on
Confident Leader • Increase Black representation overall and
our website.
in senior roles to at least 3% by 2025.
Disability statement
• The Board to initiate global gender pay
Gold Standard in the The Group is committed to creating
gap reporting by 2022 (In addition to
Employer Network for and sustaining a diverse and inclusive
ethnicity, publish UK pay data by disability
Equality & Inclusion’s organisation where colleagues with disabilities
and LGBT+ by 2023).
TIDE (Talent Inclusion or long-term health conditions feel valued and
& Diversity Evaluation) • The Board to review additional targets supported. We also ensure opportunities for
benchmark to include all DWF regions by end of training, career development and promotion
December 2022. are available to all.
UK Living Wage
Employer since 2014

46 DWF Group plc | Annual Report and Accounts 2022

 Performance and career development

Strategic report
All of our colleagues receive an annual
performance review.
There are two routes to promotion at DWF
– our annual process, driven by an individual
business case, and vacancy driven, which is
dependent on business need and managed
through our internal resourcing route.
We retain our Disability Confident Colleague health and wellbeing During 2021, the annual promotion process

Governance
Leadership status, which recognises our In delivering on our purpose, our wellbeing positively impacted 224 colleagues.
inclusive culture and the steps taken to strategy aims to create and sustain a healthy
identify and remove barriers to disabled working environment where everyone at
Promotion gender split
talent reaching their full potential. Our use DWF feels supported and comfortable to
of Clear Talents online software helps us speak openly about their wellbeing. Our
manage the process of identifying, Wellbeing Hub provides colleagues with
implementing and tracking the adjustments access to a range of interactive guides,
that allow colleagues to feel included and information and support, and our Wellbeing
perform at their best. The platform is not Leadership Group oversees our four pillars

Financial statements
only there to overcome barriers that a of activity:
disabled person may face in recruitment
and employment but also to overcome
barriers which having caring responsibilities,
being of a particular race or culture or being
trans, for example, may present.
Delivering positive outcomes with Physical Mental Lifestyle Working
our colleagues Environment

Other information
Our colleagues bring our purpose to life and Female  54%
so we remain committed to recruiting and In 2021, we formalised the role of the Mental Male 46%
developing top talent, investing in their Health First Aider to help spot the signs and
symptoms of common mental health issues As a leading Social Mobility Employer, we
development and wellbeing, advancing
and to provide preliminary support and are taking steps to dismantle the barriers
social mobility and increasing engagement
reassurance. Workplace Options, our to accessing and progressing within the
through values-led behaviour to achieve
Employee Assistance Programme, is one profession. In the UK, we continue to use
higher levels of job satisfaction. We are
of our core benefits and is automatically contextual assessment of graduate
listening to understand how we can do
available to everyone from the day that recruitment in a bid to attract a more diverse
better and working hard to foster a culture
they start work at DWF. It is available to talent pool and increase social mobility.
of recognition and appreciation
throughout DWF. colleagues 24 hours a day, seven days a week. In April 2021, we launched a targeted social
Learning and development mobility scheme, designed to give diverse
Responding to colleague feedback and in
At DWF, we are committed to developing underrepresented candidates from Black,
keeping with our purpose and the principles
and supporting our internal talent, so that Asian and Minority Ethnic backgrounds the
of DWF Life, we are making significant
everyone has an opportunity to contribute opportunity to gain exposure to commercial
improvements to our family friendly policies.
more and grow their career. Our aim is to law in practice and help progress their
From May 1, our UK colleagues will benefit
recognise and nurture the knowledge, skills legal careers.
from an increase in Maternity Pay and
Adoption Leave to 100% full salary for 26 and behaviours to achieve our global Since May 2017, we have used the
weeks. Paternity Leave will increase from ambitions and we aim to appoint diverse, apprenticeship levy allowance to future-
two to four weeks at full pay and Shared agile and multidisciplinary colleagues across proof our skills pipeline, and attract a
Parental Leave from full salary for the first every demographic. diverse range of talent into the business.
two weeks to eight weeks of full salary. Through our DWF Academy, we offer The programmes we offer range from level 3
colleagues three programmes of training Paralegal, through to level 7 Solicitor’s
As a future-focused business, we continue
– Foundations, Essentials and Leadership. master’s degree apprenticeships.
to embrace flexible and agile ways of hybrid
working to sustain a high-performing, Each programme is designed with a target
inclusive workplace. audience in mind to equip colleagues with Number of apprentices

180
the skills they need to excel in their current
DWF Life role and prepare them for progression.
In 2021, we launched our employee value
proposition (‘EVP’) to position DWF as an Mindcrest University is our divisional
employer of choice in a competitive labour training and development programme
market, and to make our brand accessible supporting colleagues within our Alternative
to new talent. Our business thrives on Legal Services Provider division. Its
empowering each other to share experiences curriculum includes over 200 courses and
and ideas, and where our colleagues feel employs a variety of learning methods,
valued, recognised and can be themselves. including mentoring, classroom training,
DWF Life brings together all of the essential online coursework and eLearning modules.
elements of what it means to be a part of
DWF, ensuring that together all of our
colleagues continue to make DWF a great
place to work.

DWF Group plc | Annual Report and Accounts 2022 47

Strategic report

Environmental, Social and Governance report continued

Benefits and pensions Delivering positive outcomes with DWF Foundation giving 2021/22
An important element of DWF Life is the our clients
rewards and benefits that we offer our Identifying and managing risk is key to our
colleagues, in return for their performance business. We are working to deliver positive
within the workplace. Through our flexible outcomes by embedding responsible,
reward and benefits platform, Reward Plus, sustainable decision making into everything
we provide a number of core Company-funded we do. Doing so helps us deliver long-term
benefits, whilst providing colleagues and their Shareholder value and protects our
families with a range of benefits designed to business, our colleagues and our reputation.
meet the needs of our diverse workforce and
Clients want to understand how we can
help to protect and enhance the wellbeing,
support them, and by integrating additional
work and personal life balance, and financial
ESG concerns into our client due diligence
security of our colleagues and their families.
and reframing the way we market our ESG
Colleague engagement expertise to future-proof their businesses,
The business is kept informed of the we will retain the ability to both retain and
Group’s activities and performance through grow the number of clients we work with. Health and wellbeing 33%
communications including our Weekly COVID-19/poverty 1%
We collaborate with our clients on issue-based Education 11%
Digest, CEO weekly updates by email,
topics aligned to sustainability and ESG Emergency response 38%
videos, and interactive Town Halls. This is
through various ways, including: roundtables, Employability 3%
supplemented by updates on our Intranet.
sponsorships, webinars and podcasts. Environment and sustainability 6%
We carry out a bi-annual global Pulse Survey Homelessness/poverty 11%
In 2021, we surveyed 480 senior executives
as a key measure of engagement, to find out
at companies located all around the world Volunteering
directly from our colleagues how they feel
and across each of our eight sectors. The Despite COVID-19 continuing to restrict
about working at DWF. Given the challenging
research asked what companies are doing activities, colleagues invested 8,287 volunteering
working environment created by COVID-19, we
now compared with what they were doing hours to support their local communities and
are pleased to see levels of engagement have
two years ago, and what they are planning 1,850 hours in pro bono support.
remained relatively stable in the context of an
to do to tackle climate change, embed
increasing number of respondents.
sustainability and build greater social and DWF volunteering
Recognition economic equity for future generations. 1 May 2021–30 April 2022
We use a digital platform to recognise and
The findings confirmed that ESG is not an issue
celebrate colleagues who live our values
for the future, but something requiring
and help shape our culture through their
immediate attention, with one in five
performance and the contributions they
companies explaining how perceptions of a
make to DWF.
weak ESG performance are resulting in the loss
On average, around 1,500 recognitions are of work (60%) and difficulties recruiting talent.
made monthly. Managers can ‘boost’ someone
Delivering positive outcomes with
else’s recognition and award extra points,
our communities
with 2,675 such boosts being made.
Our colleagues continue to be the driving force
behind our community engagement efforts.
To support their work, we will empower more
colleagues to use their talent, skills and insight
to strengthen our communities through
volunteering and global pro bono support. General 62%
DWF Foundation Homeless 1%
The DWF Foundation is an independent Health and wellbeing 5%
charity, founded by DWF. It has the sole aim Education and employability 21%
of providing funds, resources and mentoring Environment 2%
Our annual Rubie Awards recognise support to help individuals, groups and Fundraising 9%
colleagues who have not only inspired but communities to achieve their full potential. Standing with the people of Ukraine
who have gone above and beyond, as we Since the Foundation launched on DWF is shocked and appalled by Russia’s
collectively work toward our purpose to 1 December 2015, a total amount of assault on Ukraine. We condemn the
deliver positive outcomes with our £897,852 has been awarded through invasion. We stand together in solidarity with
colleagues, clients and communities. 416 grants. the people of Ukraine and hope for a swift
Our Code of Conduct and peaceful resolution.
The Board understands its role in setting the Grants awarded since The DWF
Foundation since 2015 We have no offices in Russia or Ukraine, but
tone of the DWF Group’s culture, ensuring it
we are doing all we can to support any of

£897,852
aligns with our purpose, values and strategy.
our colleagues and communities who are
This year has further highlighted how
affected by this conflict. We are especially
fundamental the combination of a strong
proud of our colleagues in Poland who are
culture and values are in guiding the Group
supporting refugees in the provision of aid,
towards achieving its purpose. On that basis,
In the last financial year: as well as providing pro bono legal advice.
we are rolling out an updated Code of
In support of the wider humanitarian effort,
Conduct globally to colleagues, incorporating Raised £317,725 in conjunction with the DWF Foundation and
changes to internal policies and processes
with the help of colleagues around the world,
aligned to our ESG integration and external Number of grants 116
we raised over £100,000.00.
best practice.

48 DWF Group plc | Annual Report and Accounts 2022

Non-Financial
Information Statement

Strategic report
The following table sets out where stakeholders can find relevant non-financial information within this Annual Report and Accounts, further

Governance
to the Financial Reporting Directive requirements contained in sections 414CA and 414CB of the Companies Act 2006. Where possible, it also
states where additional information can be found that support these requirements.

Reporting topic Policies and standards which govern our approach Annual Report and Accounts section reference Page number

Environmental • Environmental, Social and Environmental, Social and Governance report 32 to 48

Governance Strategy
• Supplier Code of Conduct
• Sustainable Development Goals

Financial statements
Employees • Environmental, Social and Environmental, Social and Governance report –
Governance Strategy Delivering positive outcomes with our colleagues 47 to 48
• Code of Conduct Engaging with our stakeholders 26 to 31
• Ethics Statement Corporate Governance report 57 to 71
• Diversity & Inclusion policy
• Speak Up policy and Helpline

Social and • Environmental, Social and Environmental, Social and Governance report –

Other information
community Governance Strategy Delivering positive outcomes with our communities 48
matters • DWF Foundation Engaging with our stakeholders 26 to 31

Respect for • Environmental, Social and Environmental, Social and Governance report 32 to 48
human rights Governance Strategy Engaging with our stakeholders 26 to 31
• Supplier Code of Conduct
• Modern Slavery Statement
• Human Rights policy

Anti-Bribery • Anti-Bribery and Corruption policy Corporate Governance report 66

and corruption

Business model Our business model 12 to 13

Principal risks • Risk taxonomy Risk management 50 to 51

and uncertainties • Risk register Principal risks 52 to 54
Risk Committee report 80 to 82

Non-financial • Environmental, Social and Key performance indicators 20 to 21

KPIs Governance Strategy

DWF Group plc | Annual Report and Accounts 2022 49

Strategic report

Risk management,
our approach

Risk management Our underpinning risk principles

The Group’s risk management framework The Board of Directors has overall
outlines the Group’s commitment and responsibility for ensuring the business has
approach to good risk management. The robust risk management and internal control
framework is reviewed annually to ensure arrangements in place. The Board sets the
that it aligns to both the internal and tone for risk management and internal
external environment, as well as to the control, defines the organisation’s risk
Group’s strategy. Its purpose is to ensure taxonomy and overall risk appetite, and
that the organisational approach to risk is influences the culture of the business.
clearly understood and effectively managed
The Risk and Audit Committees are
across all areas of the business.
established as committees of the Board
The framework identifies the roles and of Directors. They are responsible for
responsibilities of everyone in the Group overseeing risk management and assurance
and the integral part that they play in the processes.
management of risk.
Each Executive Board (‘ExBo’) member is
All risks are assessed considering the responsible for setting the tone for a strong
combination of impact and likelihood and, as risk management and internal control
risk management is an ongoing process that culture across all areas of the business.
is centred on the identification of the risks
The Group Risk team is responsible
and responding to them proportionately,
for designing and implementing a fit for
assessments are reviewed quarterly. This
purpose Enterprise risk management
allows us to manage risk to a tolerable level.
framework, and working with management
Risks are assessed by using a risk matrix and and ExBo to ensure key risks are properly
our defined risk appetite. The appetite itself, understood, and are being appropriately
which is set by the Board of Directors, is also managed/mitigated.
reviewed annually. Overall, DWF has an ‘open’
All colleagues with management
appetite for risk in the pursuit of its strategic
responsibilities are responsible for ensuring
and business objectives. This means that
the key risks within the areas of activity
the business is willing to consider all potential
under their management are clearly
options when faced with risk and will
understood, and that appropriate controls
choose the one that is most likely to result
are in place to effectively manage and
in successful delivery of our strategy,
mitigate those risks.
whilst ensuring an acceptable level
of risk and reward. Control activities – three lines of defence
DWF operates a three lines of defence model.
Since the launch of our ESG Strategy, we
have applied an ESG lens when assessing First line roles provide service excellence to
our risks; our review for FY2022/23 our clients, whilst managing the risks to
recommends a designated principal risk delivery of that service.
for ESG in our risk taxonomy.
Our second line roles provide expertise,
At DWF, we recognise the importance of support, monitoring and challenge on
a strong culture of compliance, ethics and risk-related matters.
integrity, and we have an ‘adverse’ appetite
for risks relating to legal and regulatory The third line roles provide independent and
compliance, among others. objective assurance and advice on all matters
related to the achievement of objectives.
In addition to our internal mechanisms,
we have external assurance providers who
provide reviews and input to our risk
management activity.

50 DWF Group plc | Annual Report and Accounts 2022

 Strategic report
Three lines of defence

Governing body

Governance
Accountability to stakeholders for organisational oversight
External assurance providers

Governing body roles:

Integrity, leadership and transparency

Financial statements
Management Internal Audit
Actions (including managing risk) to achieve organisational objectives Independent assurance

First line roles: Second line roles: Third line roles:

Provision of products/services Expertise, support, Independent and objective assurance
to clients, managing and monitoring and challenge and advice on all matters related to the
reporting risk on risk-related matters achievement of objectives

Other information
Risk appetite
The Group’s risk appetite, set by the Board and reviewed annually, sets out how we balance risk and opportunity in pursuit of
our objectives.
Appetite DWF risk appetite definition

Averse Avoidance of risk and uncertainty in achievement of key deliverables or initiatives is paramount. Activities
undertaken will only be those considered to carry virtually no residual risk.

Minimalist Preference to undertake activities considered to be very safe in the achievement of key deliverables or initiatives.
Activities will only be taken where they have a low degree of residual risk. The associated potential for reward/
pursuit of opportunity is not a key driver in selecting activities.

Cautious Willing to accept/tolerate a degree of risk in selecting which activities to undertake to achieve key deliverables
or initiatives, where we have identified scope to achieve significant reward and/or realise an opportunity.
Activities undertaken may carry a high degree of inherent risk that is deemed controllable to a large extent.

Open Undertakes activities by seeking to achieve a balance between a high likelihood of successful delivery and
a high degree of reward and value for money. Activities themselves may potentially carry, or contribute to,
a high degree of residual risk.

Hungry Eager to be innovative and choose activities that focus on maximising opportunities (additional benefits
and goals) and offering potentially very high reward, even if these activities carry a very high residual risk.

Overall risk appetite statement

DWF overall maintains a ‘cautious’ risk appetite; this is tempered with an ‘averse’ risk appetite for criminality and non-compliance in the areas
of conduct and ethics.
As a Group, we will only behave in ways that:
• do not conflict with the Group’s values and are aligned with its risk appetite and business strategy;
• do not expose the Group’s capital position or the resilience of its services;
• do not conflict with the Group’s ESG Strategy and are aligned with the needs to reduce any negative impact we may have on our planet
and communities;
• are aligned with the needs of the Group’s clients and ensure that they are treated fairly; and
• are always in accordance with local laws and regulations.

DWF Group plc | Annual Report and Accounts 2022 51

Strategic report

Principal risks

Principal risks

Business, commercial and strategy risk Conduct and ethics risk

During the financial year 2021/22, there
have been two significant events that Risk rating: Stable Risk rating: Stable
have created global risks:
Viability risk: Yes Viability risk: No
• the changing approach to the
COVID-19 pandemic, including the Continuing to deliver to a broad client base We continue to have an ‘averse’ risk
restrictions, changing expectations across diverse sectors, through a wide- appetite for any risks that threaten our ability
regarding work patterns and their ranging portfolio of integrated legal and to comply with all relevant
impact on economies and people; and business products and services, has enabled laws and regulations.
us to limit negative impacts and optimise
• the invasion by Russia of Ukraine, Example of risk mitigating action:
business opportunities. Having a multi-
which has brought with it sanctions The Group maintains an active dialogue,
jurisdictional reach has ensured that we are
against individuals and organisations and strong relationships, across all its
well equipped to handle the material
and increased overall global instability. key regulators. This ensures awareness
macroeconomic challenges as well as more
DWF remains alert to these situations local changes in laws, client needs and the of changing legal and regulatory
and actively implements actions to limit range of demands on our colleagues. landscapes, allowing a proactive
their impact on, and ensure the approach in ensuring compliance.
We continue to retain an overall ‘open’
sustainability of, our business. The Group’s Risk & Sanctions Committee
risk appetite when managing our business
model and strategy. ensures we comply with changing sanctions
globally imposed as a result of the Russian
Our relationships with our clients, invasion of Ukraine.
regulators, sector and all stakeholders are
based on our reputation, and we retain
People risk
a ‘cautious’ risk appetite in that regard.
Risk rating: Stable
Example of risk mitigating action:
We have introduced a new policy and Viability risk: No
process for risk assessing our clients against
our ESG Strategy. This will ensure there is no The expertise, commitment and
compromise to our goals, and that clients professionalism of our colleagues have
who require help on their journey can tap enabled the DWF of today; to protect that,
into our knowledge and expertise in we have a ‘cautious’ appetite for risks that
this area. threaten our ability to recruit and retain
our people.
We have an ‘averse’ risk appetite for
discrimination, bullying and unfair treatment
of our colleagues, and actively promote our
Diversity & Inclusion agenda.
With ever-increasing job market demands, we
focus on attracting and retaining the highest
calibre of individuals who are best placed to
deliver service excellence for our clients.

Example of risk mitigating action:

We have broadened the scope of, and been
more innovative in, our approach to reward
and recognition.
To achieve our purpose of delivering positive
outcomes with our colleagues, we have a
Code of Conduct and an ethos of supporting,
developing and incentivising our colleagues
through ‘DWF Life’, built on our values,
culture and excellence.

52 DWF Group plc | Annual Report and Accounts 2022

 Strategic report
Principal risks

Governance
Operational risk Financial and reporting risk Financial crime risk

Risk rating: Stable Risk rating: Stable Risk rating: Stable

Viability risk: No Viability risk: No Viability risk: Yes

Financial statements
At the beginning of our financial year We have maintained our ‘minimalist’ appetite We do not waiver on our ‘averse’ risk appetite
2021/22, we reviewed our overall appetite for for finance and reporting including liquidity for internal fraud or the inadvertent facilitation
operational risk, and amended it to ‘open’. risk and for any risks that may threaten our of financial crime (including anti-bribery
financial stability. and corruption).
We have maintained and, in a number of
areas, strengthened appropriate operational The Group manages its working capital with Fraud and general financial crime have been
processes, systems and controls to support the use of external debt facilities including more prevalent across the legal sector since
delivery of, and enhancement to, those the Group’s revolving credit facility. As with the constraints of COVID-19.
systems. This closed the gap with our many organisations, the Group actively
We continue to maintain, and regularly review,
‘hungry’ appetite for taking well managed manages its liquidity risk, ensuring

Other information
appropriately robust controls and sanctions
risks where opportunities to create discernible compliance with covenants and managing
to maximise our prevention, detection and
benefits through innovation could assist in the future availability of funding.
deterrence of potential financial crime activity.
the achievement of our objectives.
Example of risk mitigating action:
However, to operate as an effective risk- Example of risk mitigating action:
The Group Treasury function is responsible
based legal and business service provider, The Group has a suite of policies and
for managing the Group’s liquidity and
we have a heavy reliance on information mandatory training implemented which
ensuring compliance with financial
and data, meaning we maintained our is regularly reviewed to ensure we are able
covenants. Forecast covenant compliance is
‘minimalist’ appetite for inappropriate to identify and mitigate the risk of any
reviewed on a monthly basis. This exercise
disclosure of sensitive information. suspicious activity. We have various risk
reflects reported results as well as regular
assessments undertaken on new clients
updates to forecast results. Scenario
Example of risk mitigating action: and new matters. Our Anti-Bribery and
analysis, alongside these monthly reviews,
Our strategic projects portfolio continues Corruption policy is an example of one of
is performed on a regular basis to ensure
across our business to align to the our financial crime policies.
reasonable worst case scenarios do not
mitigation of risks in some of our key
cause an unexpected financial stability We also have a Speak Up policy and Speak
operational areas.
issue and any material events can be Up hotline should anyone have the need
We have continued to invest in pre-emptively managed. Liquidity risks to report on suspicions, and we take these
infrastructure and security controls to brought about by unexpected and material very seriously, with rigorous and in-depth
further protect us and our clients from professional indemnity claims are mitigated, investigations carried out on any reports.
increasing global, and particularly legal in part, by the insurance policies we hold Subsequent actions are taken on
sector, cyber attacks. across the Group. investigative findings and lessons learnt.
The Treasury function manages our
relationships with the Group’s debt providers.
In the year, the Group has refinanced its
revolving credit facility, which expires in
December 2024, with two one-year extension
options. The Group aims to renew or
extend its main facilities 18 to 24 months
before expiry.

DWF Group plc | Annual Report and Accounts 2022 53

Strategic report

Principal risks continued

Emerging risks and uncertainties

The Group continued to follow Government Sustainability including ESG

The Group defines emerging risks as guidelines across all jurisdictions,
new or unforeseen risks, often external supporting our colleagues with the tools to Risk rating: Stable
in nature that may be difficult to quantify do their jobs remotely and providing safe
but may materially affect the Group. Viability risk: No
locations from which they could work
Where such risks merit further analysis when reduced restrictions allowed. Our Following the endorsement by the Board
and consideration, they are defined ways of working have been flexible to the of our ESG Strategy, to scale our collective
as emerging. needs of our colleagues, our clients and our ambition and impact globally, the Group
The Group Risk function continues to communities, to ensure both physical and Head of ESG sits on the Executive Board
work with first line of defence subject mental health is protected, whilst service and supports it in overseeing the
matter experts to enhance the quality excellence is not compromised. effectiveness of the strategy. Together
and detail of emerging risk updates. We have embraced technology which has these forums determine the further actions
Quarterly Divisional Risk Register reviews afforded us enhanced connectivity across needed to improve our ESG performance.
and those of the support functions include our locations, colleagues and clients without The ESG Leadership Group and its
discussions on emerging risks which are, any negative impact on our ESG aspirations. respective teams have a number of
where necessary, escalated to the Group initiatives underway through an ESG
and Strategic Risk Registers. The Group’s Crisis Management framework programme reporting to the Leadership
continues to support the ongoing Group. This programme aligns the initiatives
Our monitoring of emerging risks enables management of the changes in legislative with the six pillars of our ESG Strategy:
the Group to: and societal requirements as the virus
continues to mutate and impact in • Climate action
• identify and monitor a broad range
varying ways. • Diversity & Inclusion
of potential emerging risks;
• Empowering colleagues and
• take a proactive approach to their risk
Our response to the Russian invasion our communities
management and reporting; and
of Ukraine • Supporting and connecting with
• present and implement plans to
our clients
mitigate those emerging risks which Risk rating: Stable • Acting with integrity in everything that we do
could impact the delivery of the
• Building trust and increasing transparency
Group’s Strategy. Viability risk: No
These pillars have been developed and
The Risk Committee is presented with During the financial year 2021/22, Russia expressed to engage our colleagues, echo
an annual update on emerging risks, invaded Ukraine. Whilst DWF does not have the concerns raised by our stakeholders and
supplemented by deep dives into the an office presence in Ukraine, many of our help to prioritise our areas of focus. The key
management and control of selected colleagues, particularly those based in our ESG areas of concern for stakeholders
emerging risks. Polish office, have family, friends and clients identified through the materiality
Our Executive Board continue to horizon across the border in Ukraine. assessment are:
scan and monitor emerging risks and As details of acts of support, heroism, • Ethics, Integrity, Fraud, Bribery & Corruption;
uncertainties that could impact our generosity and humanity among our • Governance;
business, such as economic risk/inflation colleagues emerged, DWF mobilised its • Diversity & Inclusion;
and government instability, and are efforts to support financially the Ukraine • Climate Action; and
always poised to take mitigating actions relief efforts. • Trust and Transparency.
to protect our business and our clients.
DWF’s Risk & Sanctions Committee oversaw The continuation of ESG integration into
the appropriate response, governance and our risk management is designed to deliver
Our response to COVID-19 decision making in light of the changes in even more robust processes, to ensure
sanctions legislation swiftly imposed by we continue to work with law-abiding
Risk rating: Stable Governments across the world. businesses that demonstrate responsible
Viability risk: Yes Whilst DWF does not have a significant business in practice, meeting all legal and
number of Russian clients, we did see an regulatory requirements, and support
During the financial year 2021/22, the global clients to improve their ESG performance,
increase in potential new instructions which
management of COVID-19 moved to whilst we continue to improve ours.
were all reviewed by the Committee. The
implementation of vaccination programmes
majority of new enquiries considered by the
and gradual lifting of lockdown restrictions.
Committee were declined.

54 DWF Group plc | Annual Report and Accounts 2022

Viability statement

Strategic report
Viability Risks considered within the Principal risks

Governance
In accordance with the UK Corporate viability period All of the principal risks detailed on pages
Governance Code 2018, the Directors have In the assessment of the Group’s viability 52 to 54 have been considered but three
assessed the viability of the Group, taking the following factors have been considered: scenarios have been identified which are
into account the current financial position linked to the Group’s principal risks and
Group strategic aims and purpose
including financing arrangements and the would likely have a material impact on the
The Group has a number of strategic
Group’s principal risks. This assessment is Group’s business model. These scenarios
initiatives in order to achieve future growth
designed to encourage directors to focus form the severe but plausible downside
as considered in the three-year planning
on the future prospects of the Group and scenario that has been assessed against the
cycle. These focus on delivering positive
to ensure that principal risks are being Group’s projected cash flow position and

Financial statements
outcomes for our clients, colleagues and
managed effectively and for the longer term. banking covenants over the three-year
communities and centre around delivering
In assessing the Group’s viability, a number viability period.
profitable organic growth, Inorganic growth
of factors are considered, including the
via carefully selected acquisitions and Although not specially highlighted, the
business model (see pages 12 to 13), the
establishment of new services and margin scenarios noted above inherently include
Group’s strategy (see pages 14 to 15), risk
expansion. The cost impact of these the Finance and Reporting Risks which are
management (see pages 50 to 51) and the
strategic priorities are considered within included within the Group’s principal risks.
Group’s principal risks (see pages 52 to 54).
the budget base case.
Those factors which have a material impact Assessment of viability
on the Group’s viability are outlined below. Macro environmental factors The viability period has been appraised

Other information
The current macroeconomic environment based on the Board approved base case
Assessment period
remains volatile and the Directors remain sensitised for the severe but plausible
The Directors’ assessment of viability covers
vigilant and agile to the continually changing downside cases noted above. None of the
a three-year period to 30 April 2025 which is
environment. Directors continually monitor modelled scenarios presented a significant
consistent with the following:
the actual results and reassess the forecast threat to the Groups liquidity position and
• Strategy: The Group’s three-year plan, outlook on a monthly basis to consider ability to meet covenant thresholds. Each
which is updated and approved annually appropriate action on the ever-changing scenario considers available mitigations to
by the Board sets out the strategic vision risk horizon. the Group in the event the downside
and priorities over that period to ensure scenario would materialise and these
Financial resources
the Group delivers on its ambition against include but are not limited to:
The Group closed the year with committed
the backdrop of the principal risks
Banking Facilities of £127m (of which £97m • Freezing recruitment and a slowdown in
outlined in the Strategic report.
were drawn, but with a net cash balance of investment in recruitment and reward;
• Financial strategy and funding: The £25m), the largest of which is the £100m
• Reducing discretionary operating spend
Group’s principle financing facility is a rolling credit facility (RCF) which was
such as marketing and travel;
rolling credit facility which was refinanced re-financed in December 2021 to increase
in December 2021 for an initial period of the facilities available to the Group. This RCF • Reducing non-committed capital
three years (with two one-year has an initial maturity of three years with expenditure;
extension options). two one-year extensions and is subject to
financial covenants as outlined in the going • Revision of the existing dividend policy;
• Employee benefits: employee share and
concern assessment on pages 130 to 131.
awards typically have an average vesting
The undrawn portion of the RCF is readily • Cost cutting measures in non-fee earning
period of three years or less and LTIP
accessible and does not require any further areas including an acceleration of the
awards for executive directors are made
approval for drawdown by the Group’s execution of the Group’s real estate
over a three year performance period.
banking syndicate. Associated with the strategy and a reduction in headcount.
The three year period is also deemed facility is a further £20m accordion facility
suitable against an ever changing macro which is available on the same terms as the Conclusion
environment in which the Group original RCF but is subject to the agreement Based on the severe but plausible downside
currently operates. of the banking syndicate for drawdown. The scenarios modelled above the Directors
modelled assumption is that we do not draw consider the Group to have sufficient
on this. The facility agreement also permits resources to continue in operation, comply
the Group to obtain a further £30m of with all covenants over the viability period
external funding and £15m of leasing and to meets its liabilities as they fall due
facilities if required. We expect to be able across the three-year assessment period.
to refinance external debt and renew
committed facilities as they become due,
which is the assumption made in the viability
scenario modelling. The 3 year plan also
anticipates a reducing net debt profile and
a reduction in leverage.

DWF Group plc | Annual Report and Accounts 2022 55

Strategic report

Viability statement continued

Scenario Principal Risk Description

M&A activity Business, Commercial A scenario was modelled on a range of potential M&A activities assessing
and Strategy Risk impacts on Net Assets, Cash flows and Covenants, including the potential
short-term downside impact on the Leverage covenant.

Commercial downside that Business, Commercial and That we see a reduction in demand caused by either macro environment
results in Revenue downside Strategy Risk People Risk factors, commercial pipeline, attrition and our ability to retain or attract the
correct level of talent.

Increased inflationary Business, Commercial Inflationary pressures that have been seen in the macro environment result
pressures and Strategy Risk in increased supplier and people cost base. The scenario modelled is that
inflation continues to rise above that set out in the base case.

Approval of the Strategic Report

By order of the Board

Jonathan Bloomer
Chair
20 July 2022

56 DWF Group plc | Annual Report and Accounts 2022

Governance

Chair’s governance overview

Further information about our strategy, Overall, I am pleased to report that the

Strategic report
values and culture can be found on pages Board and its committees are operating
06, 07, 12, 14, 17 and 64. effectively. SCT Consultants has presented
its recommendations to the Board and
Board membership, succession planning
an action plan has been developed to
and diversity
implement the recommendations.
The Directors of the Company in office at
the date of this report are listed on pages 58 Further details of the outcomes following
and 59. The Nomination Committee and the the Board evaluation can be found on
Board have kept the composition and skills page 71.

Governance
of the Board and its committees under
Environmental, Social and
review and, following a number of changes
Governance (‘ESG’)
in the previous financial year, see no reason
The Board recognises the importance of
for any further changes at this time. There
ESG matters and is committed to strategically
have therefore been no changes to the
integrating and advancing our sustainability
Board membership during the financial year.
efforts. During the course of the year, DWF
Succession planning and the development announced a new ESG Strategy, through
of our talent pipeline has been a focus which we have set a number of ambitious
“Our values are integral during the year, and this will continue into new targets to drive progress, particularly

Financial statements
to the achievement of our FY2023. Diversity of gender, ethnicity, skills, in relation to climate action and equality,
background and personal strengths are all diversity and inclusion. Further detail on
strategy. They influence important drivers of Board effectiveness our ESG Strategy can be found on pages
actions and behaviours, and are key to ensuring we deliver our 32 to 49.
complement our strategic strategy. Details on succession planning can
In addition, I am pleased to announce that,
be found within the Nomination Committee
direction and support the report on pages 72 to 74.
for the first time, DWF will publish an ESG
Report that provides more detail of our ESG
integration of colleagues At DWF, it is our vision to create a working activities during the year. The ESG Report

Other information
that join our business.” environment and culture where people of all can be found on our website.
different backgrounds are able to contribute
Jonathan Bloomer Focus in FY2022/23
at their highest level and where their
Chair The Board has determined that the following
differences have a positive impact for
areas will be governance priorities for
our colleagues, clients, communities and
Dear Shareholder, Shareholders. This is underpinned by our
FY2022/23:
On behalf of the Board, I am pleased to Diversity & Inclusion and Dignity at Work • Monitoring progress against the new
present the Corporate Governance report policies. An inclusive and diverse culture ESG Strategy
for the year ended 30 April 2022. across the business improves effectiveness,
encourages constructive debate and • Implementing the Remuneration Policy,
At DWF, we recognise the importance of subject to Shareholder approval at the
effective corporate governance in supporting supports good decision making. Further
information on our Diversity & Inclusion September 2022 Annual General Meeting
the long-term success and sustainability of (‘AGM’)
our business. This section of the Annual priorities can be found on page 45.
Report and Accounts sets out how we have The Company currently has three women • Implementing the action plan that has
ensured all of the Group’s activities are on the Board (30%) and five women on the been developed following an external
underpinned by the highest standards of Executive Board (40%), both of which are Board evaluation
corporate governance and illustrates how representative of the Group’s Diversity Annual General Meeting
the Board has considered the Group’s & Inclusion targets. Our AGM will be held on 28 September
purpose and strategy throughout its
For full details of the Board and Executive 2022 at 2.00pm. Full details of the meeting
decision making.
Board composition, please see pages 58 arrangements and the resolutions to be
Purpose, values and culture to 59 of this report. proposed to Shareholders can be found
The Board understands its role in setting the in the Notice of AGM which will be made
tone of the Group’s culture, ensuring it aligns Board effectiveness available on our website dwfgroup.com/
with our purpose, values and strategy. This As Chair of the Board, I am responsible for en/investors. The outcome of the
is of particular importance when considering providing leadership to ensure the operation resolutions put to the AGM, including results
the significant change the Group has of an effective Board. In accordance with of the poll, will be published on the London
undergone in recent years, and also the the UK Corporate Governance Code 2018 Stock Exchange’s and the Company’s
headwinds affecting all businesses globally. (the ‘Code’), we conduct annual evaluations websites once the AGM has concluded.
of the effectiveness of the Board and its
Our values are at the heart of our inclusive committees, and this year we undertook I hope you find the information contained
culture, providing a clear foundation for our first externally facilitated evaluation as within the Corporate Governance report and
our colleagues, and are integral to the a listed company. This was carried out by the rest of the Annual Report and Accounts
achievement of our strategy. They influence SCT Consultants, which used a combination helpful and informative.
actions and behaviours, complement of interviews, questionnaires and meeting Jonathan Bloomer
our strategic direction and support the observations to formulate its report to Chair
integration of colleagues that join our the Board.
business. As we continue our growth strategy 20 July 2022
via acquisitions and associations, this will be
fundamental to our success.

DWF Group plc | Annual Report and Accounts 2022 57

Governance

Board of Directors

3. Sir Nigel Knowles

Key 1 2 Group Chief Executive Officer
Au Audit
No Nomination Appointed to the Board: 1 November 2018
Re Remuneration Appointed Group Chief
Ri Risk Executive Officer: 29 May 2020
Chair Committee memberships: None
Key skills and experience:
Prior to Sir Nigel’s appointment as Group
Chief Executive Officer, he was Chair of the
Board from November 2018 to 28 May 2020.
Sir Nigel spent over 38 years at DLA Piper,
3 4 5 a global law firm, where he was Global
Co-Chair and Senior Partner, and, previously,
Global Co-CEO and Managing Partner.
In 2009, he received a knighthood in
recognition of his services to the legal
industry. He was admitted as a solicitor by
the Solicitors Regulation Authority in 1980
and is a registered foreign lawyer with the
Law Society of Scotland.
Significant external appointments:
6 7 8
Chair of Zeus Capital Limited and of
Morses Club plc

4. Chris Stefani
Chief Financial Officer
Appointed to the Board: 10 September 2018
Committee memberships: None
Key skills and experience:
Prior to joining DWF, Chris was the Finance
9 10 11 Director of Ernst & Young’s EMEIA Advisory
business. Chris held a number of senior
roles within Ernst & Young including the role
of Chief Finance Officer for Ernst & Young
Republic of Ireland. Chris has 20 years of
experience in the professional services
sector and extensive experience in advising
executive boards on all aspects of financial
management, control, and performance and
profitability improvement, as well as a
record of optimising businesses to improve
profits and cost savings while supporting
1. Jonathan Bloomer 2. Chris Sullivan revenue growth. Chris was admitted to the
Chair Deputy Chair and Senior Independent Association of Chartered Certified
Non-Executive Director Accountants in 2001.
Appointed to the Board: 1 August 2020
Committee memberships: No Re Appointed to the Board: 1 November 2018 Significant external appointments:
Key skills and experience: Committee memberships: Au No Re Ri
None
Jonathan has over 40 years of experience in Key skills and experience:
financial services and has significant board Chris was appointed Deputy Chair on
5. Michele Cicchetti
experience both as an executive and 1 August 2020, in addition to his role as
Partner Director
non-executive director. His previous Senior Independent Non-Executive Director
positions include Chair of the JLT Employee and the Designated Non-Executive Director Appointed to the Board: 22 October 2020
Benefits Group, Senior Independent for the workforce. Chris has extensive Committee memberships: None
Director of Hargreaves Lansdowne plc, and experience of corporate, investment and Key skills and experience:
Non-Executive Director of Railtrack plc. retail banking and asset financing together Michele is Managing Partner of DWF in Italy
Jonathan was Group Chief Executive Officer with general management experience. He and is widely regarded in Italy as a specialist
of Prudential Group plc and has held senior was Chief Executive of the Corporate and in acquisition finance, mergers & acquisitions
roles at Arthur Andersen. Jonathan is a Investment Bank at Santander UK and has and finance related transactions. Before joining
Fellow of the Institute of Chartered held a number of executive roles within RBS DWF, he was a corporate finance partner at
Accountants in England and Wales. Group plc. In recognition of his services to Pavia e Ansaldo and has also gained significant
Scottish banking during his various roles at experience in the banking and finance sector at
Significant external appointments:
RBS, Chris earned a Fellowship of the White & Case LLP. Michele was admitted as a
Chair of Morgan Stanley & Co International plc
Chartered Institute of Bankers Scotland. solicitor by the Italian Bar Association in 2005.
and of SDL Property Services Group Limited
Significant external appointments: Significant external appointments:
Senior Independent Director of Alfa Financial Non-Executive Director of the Italian
Software Holdings PLC and Chair of the subsidiary of Enfinity Global
Westminster Abbey Investment Committee

58 DWF Group plc | Annual Report and Accounts 2022

6. Seema Bains 8. Teresa Colaianni 10. Samantha Tymms

Strategic report
Partner Director Independent Non-Executive Director (also known as Samantha Duncan)
Independent Non-Executive Director
Appointed to the Board: 22 October 2020 Appointed to the Board: 1 November 2018
Committee memberships: None Committee memberships: Au No Re Ri Appointed to the Board: 1 December 2018
Key skills and experience: Key skills and experience: Committee memberships: Au No Re Ri

Seema is a senior partner in the Insurance Teresa (Tea) has more than 30 years of Key skills and experience:
division and has led the Global Diversity and experience in human resources management. Samantha (Sam) has more than 30 years of
Inclusion Leadership Group since its formation She has previously served on numerous experience in the financial services sector,
in 2014. Before joining DWF, Seema was an boards including Bounty Brands Holdings, including extensive work in corporate

Governance
insurance partner at Weightmans. She was Mothercare plc, and Poundland Group plc. governance and risk management. She has
admitted as a solicitor by the Solicitors Tea’s previous roles include Group Human undertaken a number of roles at the Financial
Regulation Authority in 1997 and is a Resources Director at Merlin Entertainments Services Authority and previously served as
registered foreign lawyer with the Law plc and Vice President of Human Resources, a Non-Executive Director on the board of IG
Society of Scotland. Europe, at Hilton Hotels Corporation. Group plc, and chaired its risk committee.
Significant external appointments: Significant external appointments: Significant external appointments:
None Senior Independent Non-Executive Director Managing Director at Promontory Financial
of The Watches of Switzerland Group plc Group (UK) Ltd

Financial statements
7. Matthew Doughty 9. Luke Savage 11. Darren Drabble
Group Chief Operating Officer Independent Non-Executive Director Group General Counsel & Company Secretary
Appointed to the Board: 1 November 2018 Appointed to the Board: 1 November 2018 Appointed as
Committee memberships: None Committee memberships: Au No Re Ri Company Secretary: 20 April 2021
Key skills and experience: Key skills and experience: Darren is responsible for providing senior
Prior to becoming an Executive Director on Luke has more than 35 years of experience management with strategic legal advice,
22 October 2020, Matthew served on the in the financial and professional services while overseeing legal compliance, and
Board as Partner Director. Matthew has sector, with experience in managing corporate governance across the Group.

Other information
been a partner at DWF since June 2016 and regulatory, analyst, investor and banking Darren has more than 20 years of private
has held corporate partner roles at Squire relationships for major institutions. He has practice and in-house legal experience.
Patton Boggs, Dorsey & Whitney, and previously served as a Non-Executive Previously, Darren was Group Legal Director
Addleshaw Goddard. He was admitted as a Director on the boards of HDFC Life and Company Secretary at Radius Payment
solicitor by the Solicitors Regulation Authority Insurance Company Ltd, Standard Life Solutions, and prior to that was Group
in 1996 and is a registered foreign lawyer Employee Services Ltd, Standard Life General Counsel and Company Secretary of
with the Law Society of Scotland. Finance Ltd and Standard Life Oversea Moneysupermarket.com Group PLC. Darren
Holding Ltd. He has held CFO positions at is a member of the Law Society of England.
Significant external appointments:
Standard Life and Lloyd’s of London. Luke is
None
a member of the Institute of Chartered
Accountants of England and Wales.
Significant external appointments:
Chair of Chesnara PLC and of Numis
Securities plc

Board and Committee attendance table

Board meetings Audit Nomination Remuneration Risk

Sir Nigel Knowles — — — —

Jonathan Bloomer — —
Matt Doughty — — — —
Chris Stefani — — — —
Luke Savage
Tea Colaianni
Sam Tymms
Chris Sullivan
Michele Cicchetti — — — —
Seema Bains — — — —

Attended meeting
Unable to attend meeting
— Not required to attend meeting

DWF Group plc | Annual Report and Accounts 2022 59

Governance

Executive Board

The role of the Executive Board is to lead the day-to-day Our Executive Board is fundamental in
promoting our inclusive culture and each
operational management of the Group. The Executive Board member is the Executive Sponsor to a strand
comprises the Executive Directors, Divisional CEOs, Regional of our Diversity & Inclusion strategy, as
shown in the table below. They each support
Managing Partners, Central Services function heads and the the delivery of action plans that encompass
Head of Clients and Markets. Full biographies of our Executive gender, race & ethnicity, LGBT+, disability and
Board can be found on our website dwfgroup/en/investors. mental health. To ensure our inclusive culture
is set from the top, our three Executive
Directors are overall sponsors of the
implementation of our Board approved
Diversity & Inclusion strategy.

Executive Board

Executive Board

Executive Divisional Regional Central

Other
Directors CEOs Managing Partners Services

Sir Nigel Knowles Paul Rimmer Ignasi Costas* Daniel Pollick Hilary Ross
Group Chief Legal Advisory Europe, Middle East & Chief Information Head of Clients
Executive Officer Latin America and Officer & Markets
Sponsor: Gender Country Managing
Sponsor: Overall Partner Spain Sponsor: Race & Sponsor: Gender
Diversity & Inclusion Rob Marks Ethnicity
Mindcrest Sponsor: Disability Kirsty Rogers
Chris Stefani Zelinda Bennett Group Head of ESG
Chief Financial Officer Sponsor: Flexible Damien van Chief Marketing Officer and Office Managing
Working Brunschot Partner Manchester
Sponsor: Overall Australasia Sponsor: Race &
Diversity & Inclusion Jason Ford Ethnicity Co-Chair of Gender
Connected Services Sponsor: LGBT+ Network
Matthew Doughty Helen Hill
Group Chief Operating Sponsor: Mental Chief People Officer
Officer Health
Sponsor: Disability
Sponsor: Overall
Diversity & Inclusion Darren Drabble
Group General
Counsel & Company
Secretary

Sponsor: Mental
Health

Deborah Abraham
Group Director of Risk

Sponsor: Gender

* Advisor to the Executive Board.

For complete biographies, please see

dwfgroup.com/en/investors

60 DWF Group plc | Annual Report and Accounts 2022

Statement of compliance with
the UK Corporate Governance Code 2018 (the ‘Code’)
The Corporate Governance section of this
Section 1: Board leadership and Company purpose

Strategic report
Annual Report and Accounts, which includes
the Committee reports, together with certain A. Effective and entrepreneurial board to promote the long-term sustainable success
disclosures contained in sections of the of the company, generating value for shareholders and contributing to wider society
Strategic Report, provide details of how the B. Purpose, values and strategy with alignment to culture
Company applied the principles and complied
C. Resources for the company to meet its objectives and measure performance.
with the provisions of the Code during the
Controls framework for management and assessment of risks
year ended 30 April 2022. This Corporate
Governance Statement fulfils the requirements D. Effective engagement with shareholders and stakeholders
of the FCA’s Disclosure Guidance and E. Consistency of workforce policies and practices to support long-term sustainable success

Governance
Transparency Rule 7.2 (‘DTR 7.2’). A copy • Chair’s statement p06 to p07
of the Code is available on the Financial • Strategic report p02 to p56
Reporting Council’s website, www.frc.org.uk. • Board engagement with key stakeholders p28 to p31
For the year ended 30 April 2022, the • Shareholder engagement p30, p31 and p66
Company complied with all relevant principles • Audit and Risk Committee reports p75 to p82
and provisions set out in the Code with the • Conflicts of interest p115
exception of Provision 11 (at least half the
board, excluding the chair, should be Section 2: Division of responsibilities

Financial statements
non-executive directors whom the board F. Leadership of board by chair
considers to be independent). The Board
G. Board composition and responsibilities
comprises the Chair of the Board, three
Executive Directors, four Independent H. Role of non-executive directors
Non-Executive Directors and two I. Company secretary, policies, processes, information, time and resources
Partner Directors. • Board composition p58 to p59
The position of Partner Director is designated • Key roles and responsibilities p68 to p69
by the Board as a Non-Independent, • General qualifications required of all Directors p70
• Information and training p70

Other information
Non-Executive Director position. A Partner
Director represents the partners of DWF • Board appointments and succession planning p70 and p74
Law LLP and DWF LLP and is therefore a
partner Shareholder representative on the Section 3: Composition, succession and evaluation
Board. Partner Directors are not members J. Board appointments and succession plans for board and senior management and
of any committees of the Board. promotion of diversity
If these unique Partner Director roles are K. Skills, experience and knowledge of board and length of service of board as a whole
excluded from the analysis, then at least half L. Annual evaluation of board and directors and demonstration of whether each
the Board, excluding the Chair, would be director continues to contribute effectively
Non-Executive Directors whom the Board
• Board composition p58 to p59
considers to be independent. Taking this
• Diversity, tenure and experience p69 and p70
into account, and after discussing the
• Board, committee and director performance evaluation p71
composition of the Board, the combination
• Nomination Committee report p72 to p74
of skills, experience and knowledge together
with the value of the input received and
Section 4: Audit, risk and internal control – contains information required for DTR 7.2.5
diversity of thought from all members of
the Board, the Board has concluded that M. Independence and effectiveness of internal and external audit functions and integrity
the composition of the Board provides the of financial and narrative statements
appropriate balance of skills, experience and N. Fair, balanced and understandable assessment of the company’s position and prospects
knowledge to be effective and entrepreneurial O. Risk management and internal control framework and principal risks the company
in promoting the long-term sustainable is willing to take to achieve its long-term objectives
success of the Group, generating value for
Shareholders and contributing to wider • Audit and Risk Committee reports p75 to p82
society. The Board do not consider this to • Strategic Report – Risk management, Principal risks p50 to p55
be a risk to the standards of governance • Fair, balanced and understandable Annual Report p119
operating within the Group. It has not been • Going concern basis of accounting p118, p119 and p131
raised as a concern by shareholders and not • Viability statement p55 to p56
highlighted as a concern as part of our
external board evaluation. The Board Section 5: Remuneration
consider the representation and views the P. Remuneration policies and practices to support strategy and promote long-term
Partner Directors add to the Board to be sustainable success with executive remuneration aligned to company purpose
vitally important. The make up of the Board and value
has been considered during the course of
Q. Procedure for executive remuneration, director and senior management remuneration
the year and will be kept under review.
R. Authorisation of remuneration outcomes
You can find further information on
• Directors’ Remuneration report p83 to p114
compliance with the Code as per the chart
on this page.
For information on compliance with DTR
7.2.5 please see the pages referred to in
section 4 of the chart.

DWF Group plc | Annual Report and Accounts 2022 61

Governance

Board leadership and Company purpose

The Board has collective responsibility to Regulation in England and Wales Matters Reserved for the Board
promote the long-term sustainable success As a legal business we also have to comply The Board has a formal schedule of matters
of the Group, generate value for Shareholders with the regulatory requirements of the specifically reserved for its decision and
and contribute to wider society. An effective Solicitors Regulation Authority (‘SRA’) in approval, which includes but is not limited
board develops its collective vision of the England and Wales and take account of to the following:
purpose, values, culture and behaviours regulations imposed by other relevant
• Strategy, including responsibility for
to promote across the Group in order to legal regulatory bodies in every country
the overall leadership of the Group
achieve the strategic objectives it sets. we work in. In particular, that regulatory
and setting the Group’s vision, purpose,
This is achieved through good governance framework has led to a specific structure
values and standards, satisfying itself
and a board with the necessary skills, to our Executive Board and to the structure
that these align with the Group’s culture.
knowledge and experience to provide of the Group, as well as to certain
effective leadership to the Group. The Board restrictions on shareholding. • Capital and structure, including changes
recognises the contribution made by good related to the Group’s capital structure,
In addition to the standard requirements of
governance to the Group’s success and the major changes to the Group’s corporate
good governance, the applicable regulatory
importance of the right structures to deliver structure and changes to the Group’s
regime imposes three major requirements
the Group’s strategy. management and control structure.
on the business:
How the Board operates • Board, committee and other
1 The majority of executive management
The Board has a standing schedule to meet appointments, changes to the structure,
responsible for the day-to-day running
at least six times a year but holds further size and composition of the Board, and
of a legal business must be lawyers. Our
meetings as required. Agenda planning is succession planning for the Board and
business is managed by an Executive
undertaken in advance of every meeting to senior management.
Board (see page 60) and the majority
ensure there is an appropriate allocation
of its members are lawyers. • Remuneration, including determining
of time to consider significant topics. The
Board and its committees held a number the overall remuneration policy, setting
2. A restriction on the holding of certain
of meetings in FY2021/22 at which senior the remuneration of the Independent
interests in an SRA-licensed entity,
executives, external advisors and Non-Executive Directors and introduction
including holdings of 10% or more of
independent advisors were invited to attend or amendments of the Group’s share
the voting rights by a non-authorised
and present on business developments plans and equity incentive plans to be
person, unless such person has the
and governance matters. The Company put to Shareholders for approval.
prior approval of the SRA. If someone
Secretary attended all scheduled Board does acquire such a holding and is not • Financial and annual reporting,
and committee meetings. All meetings are authorised to do so, then the Company’s including explanation of the Group’s
structured to allow open discussion. Articles of Association entitle the business model and strategy for
Company to impose certain restrictions delivering the objectives of the Group,
The table on page 59 sets out attendance
on all of that person’s shareholding, approval of the Annual Report and
at the scheduled Board meetings during
which may include disenfranchisement Accounts, and statements containing
FY2021/22. Additional meetings were held
or compulsory disposal of such shares. financial information, including any
throughout the year to discuss operational,
Further details are set out on pages 116 half year report and preliminary
strategic, governance and regulatory matters.
and 117 of the Directors’ report. announcement of financial results.
If a Director was unable to attend a meeting,
they still received the papers in advance of 3. As set out in the Company’s Articles of • Contracts, including approval of
the scheduled meeting and any input they Association and certain other Group transactions that are material strategically
provided was considered fully. constitutional documents the Company or by size and investments and capital
and the Directors must ensure that projects exceeding £1m per annum and
appropriate systems are implemented £10m in aggregate.
and maintained to enable the provision
of legal services by the Group and • Risk management and internal
our people, in accordance with the controls, including ensuring that the
professional duties of legal practitioners Group manages risk effectively by
in each jurisdiction in which they practise. approving its risk appetite.
To the extent that there is any conflict, • Partner matters, including approval of
or potential conflict, between (i) the lateral hires with associated costs of more
Company’s and the Directors’ statutory than £1m, expulsion of any partner of the
and other duties at law and under the Group and determining the leaver status
Articles of Association of the Company of any partners and employees who are
to Shareholders and (ii) the professional members of the Executive Board.
duties of our people and our Group
entities, then those professional duties • Policies, including approval of any new
will prevail. key policies for the Group, or material
amendment to existing key policies.
Matters Reserved for the Board are reviewed
annually. You can find them on the Company’s
website dwfgroup.com/en/investors.

62 DWF Group plc | Annual Report and Accounts 2022

Key activities in FY2021/22 Board meetings follow a carefully tailored The Board recognises the importance of

Strategic report
The Board recognises the value of agenda that is agreed in advance by the engaging with and considering the views
maintaining close relationships with its Chair, in conjunction with the Executive of key stakeholders in strategic planning,
stakeholders, understanding their views Directors and Company Secretary. A typical decision making and building long-term
and the importance of these relationships Board meeting will comprise reports on sustainability.
in delivering our strategy and the Group’s operational and financial performance, legal
Stakeholder groups
purpose. The Group’s key stakeholders and and governance updates and one or two
Colleagues (employees and partners)
their differing perspectives are taken into detailed deep dives into areas of particular
Clients
account as part of the Board’s discussions. strategic importance.
Suppliers
Section 172(1) of the Companies Act 2006

Governance
Each meeting includes an update from Debt providers
requires the Directors to act in a way they
the Chairs of our committees on the Shareholders
consider, in good faith, would be most likely
proceedings of those meetings, including Communities
to promote the success of the Company for
any key decisions, any material discussions Regulators
the benefit of our Shareholders as a whole.
and any recommendations to the Board Policymakers
In doing so, the Directors must have
for approval.
regard to various matters identified in the
legislation. You can read more in our section
172(1) statement on pages 26 and 27 which
include some principal decisions taken

Financial statements
by the Board during the year.

Strategy and performance

Approved the Group’s strategy. Continued Deep dived into new acquisitions and Approved various trading updates to the
to monitor progress against the strategic associations, and how they were performing market regarding performance against
objectives through regular updates from within the Group, reviewed next steps and budget and the implementation of the

Other information
the Group Chief Executive Officer and how they aligned with the Group strategy. Group’s strategy.
Group Chief Operating Officer.
Financial

Approved the annual budget and key Recommended a final dividend for Approved the Company entering into a new
performance indicators, and monitored FY2020/21 of 3.0 pence per share and revolving facility agreement to assist with its
the Group’s achievement against them. approved an interim dividend for payment working capital requirements.
for FY2021/22 of 1.50 pence per share in
line with the Company’s dividend policy.
Legal and risk management

Reviewed and approved the Group Risk Reviewed and considered the effectiveness Reviewed risk areas across the business
appetite. Received regular updates on of the Group’s systems of internal controls including cyber security, IT systems and data
litigation and insurance claims across and Risk Management Framework. infrastructure, and risks faced by each of the
the Group. Group’s divisions.

Board and Executive Board leadership

Reviewed and considered the composition Continued to monitor the skills, experience Monitored the implementation of the
and diversity of the Board and its and knowledge of the Board as a whole. new operating structure and approved
committees. appointments and resignations to/from
the Executive Board.
ESG

Approved the Group ESG Strategy and the Reviewed and approved corporate Received reports on people issues including
introduction of ESG targets and measures. statements including the Modern Slavery Diversity & Inclusion, employee wellbeing
Statement. initiatives, and gender and ethnicity pay
gap reporting.
Governance

Received reports from the committees and Updated the Matters Reserved for Conducted an annual review of Board and
considered recommendations for approval the Board and the committees’ Terms committee effectiveness, facilitated by an
including leaver status determination, UK of Reference to ensure they were external provider, reviewing the outcomes
tax strategy, a new remuneration policy and appropriately scoped and in accordance and implementing actions to address the
changes to the Executive Board. with the requirements of the UK Corporate areas for improvement.
Governance Code 2018 (the ‘Code’).

DWF Group plc | Annual Report and Accounts 2022 63

Governance

Board leadership and Company purpose continued

The Board’s continued response COVID-19 policy. As we navigate the ‘new How our Board monitors culture
to COVID-19 normal’, the senior leadership teams have The Board establishes the Group’s purpose,
The Board has continued to monitor the been encouraged to increase their presence values and strategy, and satisfies itself that
impact of and challenges presented by in the office and to encourage their teams these and its culture are aligned. Details
COVID-19. Whilst the immediate uncertainty to attend the office on a regular basis, to can be found on pages 06, 07 and 57. The
presented by COVID-19 has to some extent facilitate collaborative working and support following table demonstrates how the Board
subsided, the Board acknowledges its role in more junior colleagues. This long-term considered culture through various actions
supporting colleagues as we navigate our flexibility continues to be supported by the taken during the financial year. The table
hybrid working processes. business’ updated policies and procedures, also shows the linkage of culture to purpose.
with ongoing monitoring key to its
The Board and Executive Board continued
sustainability as well as continued
to prioritise regular communication with
investment in initiatives to support effective
colleagues, alongside good governance to
resilience, line management, effective
facilitate quick and responsive decision
working, and additional guidance for our
making, with our stakeholders at the
people on physical and mental wellbeing.
forefront of these decisions.
Regular risk assessments continue to be
The effects of COVID-19 required us to adapt
carried out across our offices to monitor the
our ways of working. Our priority continues
effectiveness of safety measures to be taken
to be ensuring we are doing all we can to
when working from the office, including
protect the health of everyone in the
items such as working from an office,
Group and their families. Agile working
travelling to work, entry/exit from office
arrangements have continued for everyone
buildings, dealing with visitors and
in the business as office capacity continues
the provision of facilities.
to be limited in line with the Group’s global

Board action Links to culture Links to purpose

Non-Executive Directors as well as Provided a top-down approach to corporate culture and enabled
Executive Directors participated in oversight of the culture through interaction with employees
virtual Global Town Halls. and partners.
Chair of the Board attended the Allowed the Board to assess the culture of the leadership
Leadership Conference. within the Group to ensure it is representative of the corporate
culture.
The Group Chief Executive Officer and Provided information to help understand the culture, through data
Group Chief Operating Officer and Group on recruitment and retention of partners and employees. Feedback
Chief People Officer provided updates at from surveys allowed the Board to gauge the culture.
Board meetings on people matters,
including people surveys.
Reviewed and approved all key workforce Assisted assessment and oversight to ensure that policies
related policies including the Speak Up reflect the desired values and behaviours to help embed the
policy. corporate culture.
Reviewed and approved Modern Slavery Enabled assessment of the broader culture of the Group and its
Statement. relationships with suppliers and customers.

Reviewed health and safety matters, Enabled feedback on the wellbeing of employees and partners
for example health and wellbeing. which assisted with monitoring of corporate culture.

Considered the views of Partner Directors Provided an insight into the culture amongst partners and the
who attend all Board meetings. extent to which the values and behaviours are embedded within
the Group.

Key

Colleagues Clients Communities

64 DWF Group plc | Annual Report and Accounts 2022

 Workforce engagement

Strategic report
in action
As part of Group’s commitment to
compliance with the Code, Chris Sullivan
has been Designated Non-Executive
Director for the workforce since the
Company’s IPO. Chris was chosen due to
his senior position on the Board as Senior

Governance
Independent Director.
Sir Nigel Knowles held virtual Town Halls
during the year, to ensure top-down
visibility and to keep colleagues updated
on our strategy and performance, whilst
providing opportunities for meaningful
dialogue between the Board and
colleagues.

Financial statements
Results of engagement with the workforce,
including leadership meetings, are fed
back to the Board through reports
presented by the Group Chief Executive
Officer, Group Chief Operating Officer and
Group Chief People Officer, and verbal
updates by the Designated Non-Executive
Director for the workforce. These were
How do you consider the role of Michele: We are the people who have
taken into account during Board discussions Q

Other information
Partner Director has evolved since direct experience of working in accordance
and in particular have influenced our
you were appointed? with the Group’s values and behaviours,
ongoing response to colleague
and we see the culture across the Group
engagement and mental health and Seema: The increased transparency provided below an executive level. This enables us to
wellbeing initiatives. The Board continues by this role continues to facilitate building provide feedback on partner perspectives
to view this as an effective workforce trust in the business and improving around the implementation of policies
engagement mechanism, which has performance. I have been invited as a and how collaboratively we are working
worked well to ensure workforce matters regular attendee at meetings of the Risk towards the ‘one team, no borders’ culture.
are considered by the Board. Committee, which provides greater We are able to provide insight into what’s
Further information on our people initiatives oversight and involvement. important for multiple stakeholders.
can be found in the ESG report on pages Michele: I continue to provide a voice in What actions have you taken
47 and 48. particular for partners based outside the UK Q to increase the Board’s
In addition, the two Partner Directors and to ensure Board discussions reflect the understanding and consideration of
continue to have a unique role in providing interests of the entire Group. My interest in diversity within the workforce and
constructive challenge to executive Board discussions around strategy and what impact has this had?
decisions from the partner perspective budget have been further developed by my
within the business and provide standing invitation to meetings of the Audit Seema: As Head of the Global Diversity
representation for the partners across Committee, giving me further opportunity to and Inclusion Leadership Group, I was
the Group. voice my own perspective, as well as those particularly drawn to the opportunity the
of our colleagues. position of Partner Director would provide
to increase the Board’s understanding
How do you bring the voice of the
Q workforce into the boardroom?
of Diversity & Inclusion within the
workforce. I have the opportunity to
present to the Board and the Nomination
Seema: We bring an understanding of the
Committee biannually on Diversity &
organisation that is different from the rest
Inclusion matters, providing them with an
of the Board, and our perspective can
update on progress against our targets
stimulate discussions and provide ideas
and our policy, as well as answering any
and constructive insight into the views of
questions they may have. As a result,
partners. We can consider and articulate
Diversity & Inclusion has a greater
how the partners may be impacted by Board
presence in decision making by the Board.
decisions. Our presence raises the profile of
our colleagues and other stakeholders in
decision making, particularly as the majority
of the partners are Shareholders in the
“The increased Company, too.

transparency... continues
to facilitate building
trust in the business and
improve performance.”

DWF Group plc | Annual Report and Accounts 2022 65

Governance

Board leadership and Company purpose continued

Workforce policies Speak Up policy and helpline Shareholder activities during the year
The Board reviews and approves all We are committed to maintaining an • Committee Chairs engaged with
key policies that impact our workforce to open culture with the highest standards Shareholders on significant matters
ensure that policies and practices support of honesty and accountability, a culture relating to their areas of responsibility,
the Group’s purpose and reflect our values. where colleagues can report any legitimate including in respect of the global
Our Global Code of Conduct sets out how concerns in confidence. Our Speak Up policy ESG Strategy.
we put our values into practice. It also outlines the process to raise a concern
• Investor and analyst presentations were
provides practical advice on the individual about wrongdoing, safe in the knowledge
held following the announcement of our
responsibilities of our colleagues and that it will be investigated promptly and
full-year and half-year results.
guidance for certain scenarios, and effectively. The Speak-Up policy was
highlights the specific areas on which the reviewed and updated during the year. • After those presentations, investor
Group has a zero tolerance approach. This Reports made under the Speak Up policy roadshows were held with key Shareholders
helps embed the values, behaviour and are reviewed by the Audit Committee and and prospective investors.
principles as part of our culture. the Audit Committee in turn reports to the
Board on an annual basis. • The Executive Directors continued to be
The Group takes a zero tolerance approach active participants in market events.
to bribery and corruption, and the Anti- Shareholder engagement
Bribery and Corruption policy continues to The Board is committed to open and Shareholders by type
be reviewed on an annual basis. This policy transparent dialogue with Shareholders.
aims to protect the integrity, independence The Chair, Senior Independent Non-
and objectivity of the Group, and to clarify Executive Director and other Non-Executive
the position of partners and employees Directors are available to meet with major
in giving or receiving such gifts, invitations Shareholders on request. The Group
or hospitality, and thereby to ensure ensures that it communicates the
compliance with all applicable laws and information that its investors require through
regulations. Where appropriate, the policy Regulatory News Announcements, press
is also communicated to third parties, releases and the Annual Report and Accounts.
associated persons, clients and contacts.
Our AGM, to be held on 28 September 2022,
It may also be incorporated into contracts
will provide an opportunity for further
for the supply of goods and services.
Shareholder engagement, for the Chair
Mandatory training is undertaken by all our to explain the Company’s progress and,
people on key policies, with self-disclosure alongside other members of the Board, to
of completion now required at half- and answer any questions. Retail  34.57%
full-year check-ins, to ensure that they are Asset Manager 19.63%
understood and embedded. Other (<3%)  10.54%
Information on how the Company invests in Employees 9.30%
and rewards its workforce can be found on Private Equity/Venture Capital 6.22%
pages 46 to 48 and 110. Private Investor 6.12%
Wealth Management 3.75%
Company related 3.50%
Corporate 3.24%
Pension Fund Manager 3.14%

66 DWF Group plc | Annual Report and Accounts 2022

Division of responsibilities

DWF Group PLC Board The Board has established four committees

Strategic report
and one standing committee. In addition to
The Board provides leadership within a framework of prudent the schedule of Matters Reserved for the
Board, each committee has written Terms of
and effective controls. There is a clear division of responsibility Reference defining its role and responsibilities.
amongst the Board with the overarching goal to promote the These are reviewed annually and the current
Group’s long-term sustainable success. versions can be found on the Company’s
website dwfgroup.com/en/investors.
Membership of the Audit Committee and

Governance
the Risk Committee is limited to Independent
Non-Executive Directors, in accordance
with the UK Corporate Governance Code
2018 (the ‘Code’). The Chair of the Board
chairs the Nomination Committee and is
a member of the Remuneration Committee.
All Independent Non-Executive Directors
sit on all four committees.

Financial statements
Governance framework

The Board

Other information
Committees

Audit Committee Risk Committee Nomination Committee Remuneration Committee

The Audit Committee assists The Risk Committee’s duties The Nomination Committee The Remuneration
the Board in discharging its include oversight of the assists the Board in Committee assists the Board
responsibilities including Group Risk Management reviewing the structure, in fulfilling its responsibilities
assessing the integrity of Framework and risk composition and diversity in relation to remuneration,
financial reporting, ensuring appetite, providing advice to of the Board and its including making
the independence and the Board in relation to the committees, succession recommendations to the
effectiveness of external assessment of the principal planning, evaluating the Board on the Company’s
and Internal Audit functions risks facing the Group, the balance of skills, experience, policy on remuneration,
and controls, reviewing the management and mitigation independence and determining the individual
Company’s annual and of those risks, and considering knowledge on the Board, remuneration packages,
half-yearly financial the effectiveness of the leading the process for including pension rights
statements, making Group’s compliance function, Board appointments, and and any compensation
recommendations on the as well as providing oversight making recommendations to payments, of each of the
appointment, reappointment and advice to the Board in the Board on such matters. Company’s Executive
and removal of the Auditor, relation to future risk strategy. Directors and senior
It is also responsible for
monitoring the independence management.
assisting with any evaluation
of the Auditor, reviewing the
process, both internal and The Remuneration
objectivity and effectiveness
external, to assess the Committee is also responsible
of the audit process and
overall and individual for considering and making
reviewing the scope of the
performance of the Board recommendations to the
audit and non-audit work
and its committees, and Board on the design and
undertaken by the Auditor.
reviewing the policies on targets of share plans and
Diversity & Inclusion, as equity incentive plans and
well as progress against reviewing the ongoing
achieving objectives under appropriateness and
those policies. relevance of the remuneration
arrangements across
the Group.

Standing committee

Disclosure Committee
The Disclosure Committee is responsible for ensuring the accurate and timely disclosure of information to the market,
to meet the Company’s obligations under the Market Abuse Regulation, and to monitor compliance with the Company’s
disclosure controls and procedures.

DWF Group plc | Annual Report and Accounts 2022 67

Governance

Division of responsibilities continued

There is a clear division of responsibility between the running of the Board by Jonathan Bloomer and the responsibility for the running of
the Group’s business by Sir Nigel Knowles. The following table sets out the policy on the division of responsibilities of the Board during
the year ended 30 April 2022.
Role Responsibilities

Chair of the Board (a) Leadership of the Board and ensuring its effectiveness on all aspects of its role
(b) To chair and set the agenda of all meetings of the Board
(c) To promote a culture of openness and debate, by facilitating the effective contribution
of Non-Executive Directors and Partner Directors
(d) To communicate with Shareholders and other stakeholders
Deputy Chair of the Board and Senior (a) To step into the role of the Chair, in the Chair’s absence
Independent Non-Executive Director
(b) To act as a sounding board for the Chair and to serve as an intermediary for the other
Directors
(c) To ensure that the Chair and Group Chief Executive Officer comply with the policy on
division of responsibilities
(d) To be available to Shareholders if they have concerns that cannot be or have not been
addressed, or are inappropriate to be addressed through the usual channels of the
Chair, the Group Chief Executive Officer or the Chief Financial Officer
Group Chief Executive Officer (a) Responsible for the day-to-day management of the businesses of the Group in
accordance with such policies and directions as the Board of the Company may
determine from time to time
(b) To manage the Group’s operations, including the development of strategic plans
(c) To develop and maintain good, open and transparent regulatory relationships
(d) To provide effective leadership of senior management of the Group in the day-to-day
running of the Group’s business and oversight of executive meetings
Chief Financial Officer (a) To manage all aspects of the Group’s financial affairs and to contribute to the
management of the Group’s operations
Group Chief Operating Officer (a) To collaborate with and support the Group Chief Executive Officer to effectively design,
implement and execute the Company’s strategy in accordance with such policies and
directions as the Board of the Company may determine from time to time
Independent (a) To constructively challenge and contribute to the development of strategy
Non-Executive Directors
(b) To scrutinise management performance against agreed goals and objectives, and the
on-going appropriateness of those objectives
(c) To contribute to open and honest debate in Board meetings, providing constructive
challenge to Executive Directors and senior management
(d) To ensure financial controls and risk management systems are strong and secure
(e) To take into account the views of Shareholders and other key stakeholders
where appropriate
Partner Directors (a) To constructively challenge and contribute to the development of strategy
(b) To scrutinise management performance against agreed goals and objectives
(c) To provide constructive challenge to executive decisions made by the Executive
Directors and the senior management
(d) To take into account the views of Shareholders and other stakeholders
where appropriate
(e) To devise and recommend proposals for the Board to have meaningful and regular
dialogue with all of the Group’s partners and employees

68 DWF Group plc | Annual Report and Accounts 2022

Composition, succession and evaluation

Board changes during the year

Board skills and experience

Strategic report
There were no changes to the Board during
the financial year to 30 April 2022. 2021/22
Environmental, Social & Governance

As at 30 April 2022, the Board comprised International Business Experience

10 Directors, made up of the Chair, who
PLC Experience/Corporate Governance
was independent on appointment, three
Executive Directors, four Independent Professional Services
Non-Executive Directors including the Risk Management and Risk Mitigation
Senior Independent Non-Executive
Strategy

Governance
Director and two Partner Directors.
Finance Capital Markets
Our unique structure means we also have
two Board positions for Partner Directors, Human Resources
each of whom serves for an initial term of up Mergers & Acquisitions
to three years. The Partner Directors have a
specific role which, while similar to that of a Regulatory
Non-Independent Non-Executive Director, Transformation/Growth
includes providing constructive challenge
Finance/Accounting/Audit
to executive decisions from a standpoint

Financial statements
within the business. They are not entitled Information Technology
to receive a fee for undertaking their role
0% 45% 90%
as Partner Directors but are remunerated
as other partners are from their membership
of our Group entities. For the purpose of the
Directors’ Remuneration report, they are
treated as Non-Independent Length of tenure
Non-Executive Directors.
0-2 years

Other information
The Independent Non-Executive Directors
3–5 years
bring a broad perspective to the
deliberations of the Board, having been 5+ years
selected for their diverse commercial 0 1 2 3 4 5 6 7 8 9 10
and sector expertise rather than a legal Number of Directors
background. The combination of skills
and experience of the Board is
illustrated opposite.

DWF Group plc | Annual Report and Accounts 2022 69

Governance

Composition, succession and evaluation continued

Regulation The Nomination Committee concluded representation on the Executive Board

To comply with certain local regulatory that every current Non-Executive Director, by 2022, following the commencement
requirements, the majority of our Executive with exception of the Partner Directors, of the new Executive Board which took
Board must be lawyers. Our Executive Board is independent. Each Non-Executive effect on 1 May 2021.
meets this requirement with 8 of the Director continues to contribute effectively,
The Board appreciates that diversity
14 members being lawyers. and demonstrates they were committed
includes, but is not limited to, gender and
to the role. Each current Director will
Board succession seeks to encourage diversity of gender,
submit themselves for election or
The Nomination Committee continues social and ethnic backgrounds, cognitive
re‑election at the 2022 AGM, in line with
to review succession plans for the Board and personal strengths at Board level and
the recommendations of the UK Corporate
and Executive Board each year. Further throughout the Group. More information
Governance Code 2018 (the ‘Code’).
information on our approach to succession on DWF’s Diversity & Inclusion strategy,
planning, our Diversity & Inclusion policy Board and committee support benchmarking and targets can be found
and Board appointments can be found in The Company has systems in place to ensure within the ESG report on pages 45 and 46.
the Nomination Committee report on the Board is supplied with appropriate
The following charts provide a summary
pages 72 to 74. and timely information that helps Board
of the Board, Executive Board, senior
members discharge their duties. We utilise
Board induction and training management and all employees’ gender
a fully encrypted electronic Board portal
Induction programmes are provided for all diversity as at 30 April 2022.
to distribute Board and committee papers,
new Directors, which are tailored to each
which also enables the efficient distribution Board gender
new appointee. Each programme includes: a
of business updates and other resources
comprehensive induction pack of background
to the Board. Board members may request
information relating to the Company and the
additional information or variations to
Group, alongside material on governance
regular reporting as required.
matters; introductory meetings with their
Board colleagues, the Group General Counsel The Group General Counsel and Company
and Company Secretary, senior management, Secretary is responsible to the Chair for
other key people within the Group, and, advising the Board on all governance
when relevant, the Company’s advisors. matters. The Group General Counsel and
The induction programme is designed to Company Secretary has been appointed
ensure that all new Directors develop secretary to all the committees of the Board
sufficient knowledge and understanding of and meets regularly with the respective
the Group and our businesses, people and Chairs to brief them on areas of governance
processes, as well as of their duties as and committee requirements. All Directors
Directors of the Company, to oversee the also have access to the advice and services
operations of the Group and contribute of the Group General Counsel and Company No. of
Directors Percentage
effectively to strategic discussions. Secretary. They are also able to take
independent legal and professional advice Male 7 70%
Ongoing and tailored training is provided
when they believe it is necessary to do so. Female 3 30%
for all Directors, as necessary, to provide
oversight and broaden knowledge of the Diversity & Inclusion Executive Board gender1
Group and the matters affecting it. The The Board recognises the value diversity
General Counsel and Company Secretary is brings to the boardroom, and believes
responsible for supporting the Chair of the the Board will perform better, and gain
Board in defining the training programme wider support for its overall objectives
and maintaining the training agenda for the and strategy, if it includes the best people
Board and its committees during the year. available, who also represent a wide range
Training comprised a mixture of formal and of backgrounds, skills, experience and
informal training sessions, as well as deep views. The Company has aimed to appoint a
dives into the Group’s businesses. diverse Board of highly talented individuals,
from a mixture of gender, ethnicity and
Non-Executive Directors’ independence
social backgrounds, with a view to the Board
and time commitment
meeting the recommendations of both the
Non-Executive Directors are required
Hampton-Alexander and Parker Reviews.
to be independent in character and
The Nomination Committee recognises the
judgement. Any relationships that may
need for development of a diverse pipeline
interfere materially with this judgement are No. of
for succession to senior management within members Percentage
disclosed under the Conflicts of Interest
the business itself.
policy, see page 115. On behalf of the Board, Male 9 64%
the Nomination Committee assesses the The Board and the Executive Board are Female 5 36%
Non-Executive Directors’ independence, committed to building a diverse and inclusive
skills, knowledge, experience and time environment where our people can bring
commitment annually. Additional external their whole self to work and enable our
appointments will not be undertaken without diversity to truly flourish. We encourage
approval from the Nomination Committee. and support our people to take ownership 1 The Executive Board gender split is as at 30 April
2022. The current composition of the Executive
and responsibility for our inclusion agenda. Board is 64% male and 36% female excluding the
The Board is committed in maintaining its one individual listed as Advisor to the Executive
current gender diversity, with no fewer than Board on page 60.
three women on the Board at the end of 2 Senior management is defined as the Executive
FY2021/22. We have achieved and exceeded Board and direct reports (excluding administrative
and support staff) as at 30 April 2022. This includes
our target of at least 33% female directors of subsidiaries.

70 DWF Group plc | Annual Report and Accounts 2022

Senior management gender2 Board and committee evaluation

Strategic report
The Board has previously undertaken two
internal Board evaluations and progress
has been made against findings, including
a review of processes to improve the
quality and timeliness of Board and
committee papers.
In line with best practice and the
provisions of the Code, for FY2021/22,

Governance
it was agreed to undertake an externally
facilitated evaluation of the Board.
After a tendering process, the Board
appointed SCT Consultants to carry
out the Board evaluation. As this was the
first external evaluation the Group have
No. of conducted, SCT Consultants have not
people Percentage
evaluated the Group Board previously, nor
Male 85 61% did they have any prior business relationship

Financial statements
Female 55 39% with the company.

All employee gender This evaluation considered the Board as

a whole, the operation of each committee,
the performance of individual Directors,
as well as the Chair. All Board members
participated in the evaluation which was
undertaken confidentially using anonymous
questionnaires to be completed by each

Other information
Director, review of Group publications and
Board papers, one-to-one interviews with
each Director and Board and committee
meeting observation. SCT Consultants
presented its findings at a meeting of the
Board. The Board discussed these and an
action plan was subsequently developed
and agreed with the Chair. Progress
against this plan will be monitored
No. of
people Percentage on a regular basis.

Male 1,735 42% The main findings of the Board and

Female 2,361 58% committee evaluation process, together
with related actions for the year ended
30 April 2022, are as follows:

Evaluation finding Action for FY2022/23

Board • When looking at refreshing the Board, consider developing the Board’s membership to include more commercial
and professional services know-how.
• Ensure consistently simple, clear information flows to the Board and that in future, when major investment
decisions are made, post-investment appraisals are carried out at an appropriate time.
• Look for opportunities to spend more informal time together as a Board, to stand back and review how the
Group is doing and identify possible topics for future discussions.
Stakeholders • Regular systematic stakeholder feedback should be built into the forward agenda, particularly from clients and
employees. This should include updates on how the organisation’s culture is being developed and reinforced.
• Keep under review the Group’s overall talent strategy to ensure it is underpinning and driving its business
strategy, including its means of attracting, retaining, motivating, rewarding and performance managing, in order
to continue to be competitive in the way it manages and rewards its people.
Strategy • Ensure there is a detailed strategy implementation plan with timescales, milestones and measures, and that
from time to time the Board schedules an in-depth review of each of the various aspects of its strategy.
• The Board should ensure the risk management information it receives is not over-complicated and that it
focuses sufficiently on mitigating actions and their follow-through.

DWF Group plc | Annual Report and Accounts 2022 71

Governance

Composition, succession and evaluation continued

Nomination Committee report
Jonathan Bloomer Dear Shareholder,
Chair, Nomination Committee Since 1 May 2021, the Group has operated
through its new structure of three global
Members divisions of Legal Advisory, Mindcrest and
Jonathan Bloomer (Chair) Connected Services. The transition went
Luke Savage smoothly, with the implementation of a
Tea Colaianni training programme for the new global
Sam Tymms matrix leaders being delivered promptly and
Chris Sullivan received positively. Equally, relevant changes
to the finance and HR systems finished
Each member’s expertise and experience ahead of schedule. You will recall that, as
is set out in their biography on pages 58 part of its role in keeping the leadership
and 59, alongside their attendance at needs of the Group under review, the
Committee meetings. Nomination Committee (the ‘Committee’)
recommended to the Board a number of
senior management changes to support our
new operating structure, which came into
effect from 1 May 2021. Since then, the
Focus in FY2021/22 Committee has monitored the effectiveness
of these changes and is pleased to see the
• Monitored the Group’s adoption of its new operating structure positive contribution these appointments
• Further developed succession planning arrangements for Directors and are making to the success of the Group.
senior management
• Continued to monitor progress in line with the Group’s Diversity & Inclusion policy During FY2021/22, the Committee continued
• Reviewed the structure, size and composition of the Board and its committees to focus its attention on ensuring orderly
• Consider the skills, experience, independence and knowledge required to ensure the succession for the Board and Executive
business continues to be effective Board, to ensure that the right people are
in the right place to deliver the Group’s
strategy and that there is continuous talent
management to ensure a diverse pipeline of
individuals fully able to deliver the strategy in
Focus in FY2022/23 the future. In accordance with our policy
commitment, all appointments to the Board
• Continue to monitor progress against the Group’s Diversity & Inclusion targets
are made on merit, taking into consideration
in line with the Group’s Diversity & Inclusion policy
the requirements of the UK Corporate
• Continue to consider succession planning arrangements for senior management
Governance Code 2018 (the ‘Code’) and
to the Board and Executive Board
ensuring that the business continues to have
• Continue to renew the structure, size and composition of the Board and its committees
the appropriate mix of skills, experience,
• Continue to consider the skills, experience, independence and knowledge required
independence and knowledge for its
to ensure the business continues to be effective
continued effectiveness. The Committee has
considered succession plans for the Board
and Executive Board at regular intervals.
The Group maintains a strong focus on
Diversity & Inclusion and, throughout the
year, the Committee continued its focus on
the Diversity & Inclusion policy and the
Group’s diversity targets, on which further
information can be found on pages 45 and
46. We are pleased to report that female
representation on the Executive Board is
now at over 33% and there are three women
on the Board.

72 DWF Group plc | Annual Report and Accounts 2022

Our Partner Directors have continued in Responsibilities The Committee held three scheduled

Strategic report
their roles and the Committee has taken The Committee’s main responsibilities include: meetings during FY2021/22 and the table
care to monitor the effectiveness of these on page 59 provides details of members’
• regularly reviewing the structure, size and
unique positions. During the year, the attendance at those meetings. At the
composition of the Board and making
Committee requested Board approval for invitation of the Chair of the Committee,
recommendations to the Board with
the two Partner Directors to extend their other regular attendees, who can withdraw
regard to any changes;
remit and start to attend meetings of the as necessary, were in attendance at some
Risk Committee and Audit Committee. The • giving full consideration to succession or all of the meetings. These included
Board approved this request on the basis planning for Directors and senior the Group Chief Executive Officer, Group
that this would enhance the Directors’ skills, management and overseeing a diverse Chief Financial Officer, Group Chief

Governance
experience and knowledge of the Company pipeline for succession; Operating Officer, Group General Counsel
and also bring the views of the partners to & Company Secretary, the Chief People
these meetings. • keeping the leadership needs of the Group Officer and the Deputy Company Secretary.
under review with a view to ensuring the
Further information on the considerations continued ability of the Group to compete
taken by the Board regarding composition effectively in the market;
of the Board can be found on page 69.
• identifying and nominating, for the
approval of the Board, candidates to fill
Board and senior management vacancies

Financial statements
Jonathan Bloomer
when they arise; and
Chair, Nomination Committee
• keeping under review the Group’s policy
on diversity, including gender, age,
educational and professional background
and any measurable objectives that it has
set in implementing the policy, and
progress on achieving the objectives.

Other information
The Committee’s duties and responsibilities
are set out in its Terms of Reference,
which are reviewed annually. These are
available on the Group’s website at
dwfgroup.com/en/investors.
Membership
The Committee is made up of a minimum
of three members, a majority of whom are
Independent Non-Executive Directors. The
Chair of the Board chairs the Committee
except when the Committee is dealing with
the appointment of a successor to the Chair
of the Board.
Meetings
The Committee holds a minimum of two
meetings each year and meets at such other
times as the Chair of the Committee shall
require. To enable it to carry out its
responsibilities, the Committee has an
annual rolling agenda maintained by the
Company Secretary, and regularly reviewed
in conjunction with the Chair of the
Committee. The Company Secretary also
maintains a tracker of actions arising from
meetings. At the next scheduled Board
meeting, the Chair of the Committee reports
formally to the Board on the Committee’s
proceedings, including how it has discharged
its responsibilities.

DWF Group plc | Annual Report and Accounts 2022 73

Governance

Composition, succession and evaluation continued

Nomination Committee report continued
The table below summarises the key activities and considerations of the Committee during the year.

Board • Regularly reviewed the structure, size and composition of the Board, taking into consideration the skills,
composition experience, independence and knowledge required to ensure the business continued to be effective
• Approved and oversaw policies and procedures by which applicable partners of the Group were able
to nominate themselves to the Committee for the position of Partner Director
• Reviewed the time required from an Independent Non-Executive Director and assessed whether he or she
contributed effectively and demonstrated commitment to the role
Additional detail can also be found on pages 69 to 71 of the Corporate Governance report

Succession • Gave full consideration to succession planning and oversaw the development of a diverse pipeline for succession
planning for Directors and senior management
• Kept the senior management arrangements of the Group under review to ensure the continued ability of the
Group to compete effectively in the market and was informed about the issues affecting the Group and the
market in which it operates
• Identified and nominated, for the approval of the Board, candidates to fill senior management vacancies as they
arose or a new need emerged taking into account the challenges and opportunities facing the Group and the
skills and expertise needed in the future

Diversity • Kept under review the Group’s policy on Diversity & Inclusion and progress against achieving the measurable
& Inclusion objectives that it has set in implementing the policy
• Considered diversity in all appointments and succession planning discussions and processes to promote new
and innovative thinking, maximise the use of talent, and support better business decisions and governance
• Actively supported the drive towards our diversity goals throughout the year to make a significant contribution
to our Diversity & Inclusion agenda, maintain competitive advantage, and enable our people to operate in a way
that maximises their contribution to our business
Additional detail can also be found on pages 70 and 71 of the Corporate Governance report

Governance • Reviewed the Committee’s performance to ensure it is operating at maximum effectiveness

• Produced a report describing the roles and responsibilities of the Committee and the actions taken by the
Committee to discharge those responsibilities for inclusion in the Annual Report and Accounts
• Considered the Board and Committee evaluation process and the skills assessment of the Board to inform the
Committee’s reviews of Board composition and its processes for appointments to the Board

74 DWF Group plc | Annual Report and Accounts 2022

Audit, risk and internal control
Audit Committee report
Luke Savage Dear Shareholder,

Strategic report
Chair, Audit Committee I am pleased to present the report on
the activities of the Audit Committee (the
Members ‘Committee’) for the period ended 30 April
Luke Savage1 (Chair) 2022. During the period, the Committee
Tea Colaianni has continued to monitor the integrity of
Sam Tymms the Group’s financial reporting, assess the
Chris Sullivan effectiveness of internal control processes,
oversee the work and quality of the Group’s
Each member’s expertise and experience Internal Audit function, and monitor the

Governance
is set out in their biography on pages 58 quality of audit provided by the External
and 59, alongside their attendance at Auditor, PricewaterhouseCoopers LLP
Committee meetings. (‘PwC’), with particular regard to its
1 Luke Savage qualifies as a person with recent effectiveness, objectivity and independence.
and relevant financial experience.
The principal matters on which the
Committee focused in FY2021/22 are set
out in this report. These included regularly
reviewing significant issues, accounting
Focus in FY2021/22

Financial statements
policies and areas of management
• Oversaw the transition to a new External Auditor and monitored its quality of audit judgement, monitoring the Half-Year and
• Monitored the Group’s adoption of its new operating structure Full-Year results timetables and all applicable
• Continued attention on managing the impacts of COVID-19 documentation, maintaining a good
• Monitored the integrity of the Group’s financial reporting relationship with both the internal and
• Assessed the effectiveness of internal control process External Auditors, and monitoring their
performance, and management of any
impact on the Group’s systems of risk
Focus in FY2022/23 management and internal control. Following

Other information
last year’s tender for audit services, the
• Continue to monitor the quality of audit provided by the External Auditor
Audit Committee oversaw the appointment
• Continue to monitor the integrity of the Group’s financial reporting
and onboarding of our new External Auditor
• Continue to access the effectiveness of internal control processes
PwC for the year ended 30 April 2022.
During the year, an external evaluation
of the effectiveness of the Committee was
conducted, as part of the Board evaluation
process, further detail of which can be found
on pages 57 and 71. The Committee
considered the outcomes of the external
evaluation as it pertained to its own
performance and effectiveness. I am pleased
to report that the Committee considered
itself to be performing effectively.
As Chair of the Committee, I am pleased
to present this report for the year ended
30 April 2022. If you would like to ask any
questions about our work during the year
at the AGM, please see the notes to the
Notice of AGM which sets out the
arrangements for this year.

Luke Savage
Chair, Audit Committee

DWF Group plc | Annual Report and Accounts 2022 75

Governance

Audit, risk and internal control

Audit Committee report continued
Responsibilities Meetings
The Committee’s main responsibilities include: The Committee meets at least three times a
year, to coincide with key dates in the financial
• monitoring the Group’s financial reporting
reporting and audit cycle, and otherwise as
process and the integrity of the financial
the Chair requires. To enable it to carry out
statements and any significant financial
its responsibilities, the Committee has an
reporting judgements;
annual rolling agenda maintained by the
• reviewing and challenging the adequacy
Company Secretary, and regularly reviewed
and effectiveness of the Group’s internal
in conjunction with the Chair of the
financial controls (that is, the systems
Committee. The Company Secretary also
established to identify, assess, manage
maintains a tracker of actions arising from
and monitor financial risks) and the
meetings. This ensures that the agenda for
Group’s internal control and risk
each meeting aligns with both the financial
management systems;
reporting and audit cycle, as well as
• reviewing the objectivity and effectiveness
particular matters arising throughout the
of the audit process and reviewing the
year considered appropriate by the
scope of the audit and non-audit work
Committee for its scrutiny. At the next
undertaken by the External Auditor;
scheduled Board meeting, the Chair of the
• annually approving the Group’s Internal
Committee reports formally to the Board on
Audit Plan and Charter, and receiving
the proceedings of the Committee, including
regular reports on internal audits;
how it has discharged its responsibilities.
• monitoring the work of the Internal
Audit function; The Committee held five scheduled meetings
• evaluating and challenging the External during FY2021/22 and the table on page 59
Auditor’s role, work and effectiveness; and provides details of members’ attendance at
• overseeing compliance with applicable those meetings. At the invitation of the Chair
legal and regulatory requirements, of the Committee, other regular attendees,
including monitoring ethics and who can withdraw as necessary, included at
compliance risks. some or all of the meetings: the External
Auditor, the Chair of the Board, the Group
The Committee’s duties and responsibilities
Chief Executive Officer, the Chief Financial
are set out in its Terms of Reference,
Officer, the Group Chief Operating Officer,
which are reviewed annually. These are
the Group General Counsel & Company
available on the Group’s website at
Secretary, the Deputy Chief Financial Officer,
dwfgroup.com/en/investors.
the Group Director of Risk, the Head of
Membership Internal Audit, Deputy Company Secretary
The Committee is made up of a minimum and the Senior Assistant Company
of three members, each an Independent Secretary. The Committee also met privately
Non-Executive Director. The Chair of the with the External Auditor and the Head of
Board is not a member of the Committee Internal Audit during the year.
but may attend its meetings by invitation.
For the purposes of the UK Corporate
Governance Code 2018 (the ‘Code’), the
Chair of the Committee, Luke Savage,
qualifies as a person with recent and relevant
financial experience. The Committee as a
whole has competence relevant to the legal
and business services sectors in which the
Group operates. The Committee received
training during the period on matters
including the Principal Risks and Viability
Statement, and the Task Force on Climate-
related Financial Disclosures.

76 DWF Group plc | Annual Report and Accounts 2022

The table below summarises the key activities of the Committee during the year.

Strategic report
Financial • Monitored the effectiveness of the financial reporting process, including review of the Company’s annual
reporting and half-yearly reports, preliminary announcements and any other formal announcements relating to the
Company’s financial performance, alongside reports from management and the External Auditor
• Considered and reported to the Board on significant financial reporting issues and judgements contained in
them, and submitted recommendations and proposals to ensure the integrity of the financial reporting process.
The key areas of judgement or assumption considered by the Committee and discussed with management and
the External Auditor are set out on page 78
• Reviewed the clarity and completeness of disclosures in the financial reports and statements and considered

Governance
whether the disclosures made were set properly in context
• Reviewed all material information presented with the financial statements, such as the Strategic report,
Directors’ report and the Corporate Governance statement (in so far as it relates to the audit)
• Reviewed the assessment of going concern and the viability statement in respect of these financial statements
• Concluded that these Annual Reports and Accounts when taken as a whole were fair, balanced and
understandable and provided sufficient information to enable the reader to assess the Group’s position
and performance, business model and strategy

Financial statements
Internal controls • Kept under review the adequacy and effectiveness of the Group’s internal financial controls (that is, the systems
and risk established to identify, assess, manage and monitor financial risk and risk management systems
management • Received regular reports on any control deficiencies identified and considered the adequacy of management’s
response to identified deficiencies including mitigation actions taken and the implementation of longer-term
control improvements
• Considered reports from the External Auditor on progress and the results of the External Auditor’s testing of
controls as part of the External Auditor’s work
• Reviewed the adequacy and security of the Group’s Speak Up policy arrangements whereby staff and contractors
of the Group may, in confidence, raise concerns about possible improprieties in financial reporting or other

Other information
matters, and monitored any incidences of reports made under the policy
• Reviewed and approved the Group’s tax strategy and tax policy

Internal Audit • Reviewed and approved the annual schedule of work of the Internal Audit function
• Approved the Internal Audit Charter
• Received reports on the results of the Internal Auditor’s work on a periodic basis and received reports
addressed to the Committee from the Internal Auditor
• Monitored and reviewed the effectiveness of the work of the Internal Audit function including the capacity
within the function

External Audit • Following the appointment of PwC, monitored the onboarding of the External Auditor and the transition from
the previous incumbent
• Oversaw the relationship with the External Auditor, including agreeing remuneration, terms of engagement and
scope of, and plan for, annual and interim audits
• Monitored the audit of the Company and consolidated financial statements ensuring an effective and high-quality
audit was conducted
• Assessed the External Auditor’s independence and objectivity and the effectiveness of the external audit process
• Ensured co-ordination with the activities of the Internal Audit function and evaluated the risks to the quality and
effectiveness of the financial reporting process in light of the Auditor’s communications with the Committee
• Reviewed, and oversaw the application of, the Group’s formal policy on the provision of non-audit services by
the External Auditor as described further on page 79

Governance • Conducted an annual review of its Terms of Reference

• Reviewed the outcomes of an external evaluation of the Committee’s performance to ensure it is operating
at maximum effectiveness
• Compiled a report describing the roles and responsibilities of the Committee and the actions taken by the
Committee to discharge those responsibilities for inclusion in the Annual Report and Accounts

DWF Group plc | Annual Report and Accounts 2022 77

Governance

Audit, risk and internal control

Audit Committee report continued
Key areas of judgement
In relation to the period under review, the Committee assessed the appropriateness of the accounting policies adopted and the reasonableness
of any judgements and estimates. The Committee considered management papers and reports, in conjunction with reports from the
External Auditor, in considering the following key areas of judgement and how to address them.

Key judgement Detail of key judgement How addressed by the Committee

Unbilled revenue There are significant estimates involved in valuing The Committee has reviewed and challenged management’s
the Group’s unbilled revenue and the amount that is estimate of unbilled revenue. The Committee focused on the
expected to be recoverable from clients on unbilled key assumptions within the estimate including the historic
matters. Key assumptions include historical recoverability recoverability rates and management’s methodology in
rates, contractual arrangements, the outcomes of deriving an appropriate estimate. The Committee discussed
previous matters and agreements with clients. and challenged PWC on the audit work performed by them
and their conclusions reached. Considering all of the above,
as well as both management and PWC responses to
challenge, the Committee was satisfied that the assumptions
used were reasonable.
See note 13 to the consolidated financial statements.
Adjusting items The reporting, classification and consistency of The Committee has considered the nature, classification
used in adjusting items is an area of focus for the Committee, and consistency of adjusting items, and the adherence
Alternative in particular, the adherence to the guidance on to the guidance provided by ESMA. The Committee also
Performance APMs provided by the European Securities and reviewed the disclosures of the Group’s APMs to ensure
Measures (‘APMs’) Markets Authority (‘ESMA’). that they are clear, transparent and assist Shareholders
The Committee considers this a key consideration and wider stakeholders in measuring the performance
when reviewing the financial statements to ensure of the Group. The Committee discussed the use of APMs
that they are fair, balanced and understandable. with PWC, including the disclosures of the Group’s APMs
with respect to the applicable guidelines. The Committee
determined that disclosures are clear and transparent and
assist shareholders and other stakeholders in measuring
the operating performance of the Group. The Committee
therefore concluded that adjusting items were
appropriately captured and disclosed
APMs are discussed in the Financial review and also
detailed in note 2 and the glossary to the financial
statements.
Control over the Regulations in certain jurisdictions in which the The Committee has reviewed the judgement that the
Alternative Group is represented allow ABSs where legal firms Group continues to consolidate the non-ABS entities,
Business Structure can be owned by non-lawyers. This is not the case in and has had due consideration of the Group’s exposure,
(‘ABS’) and other jurisdictions (‘non-ABS’). As a result, DWF LLP, or rights, to variable returns from non-ABS entities and
non-ABS groups the head of the non-ABS Group, is not directly its ability to affect those returns. The Committee also
owned by any entity within the ABS Group (which assessed the work performed by PWC. The Committee
includes the ultimate parent DWF Group plc). was satisfied with the ongoing consolidation of the
Consolidation of DWF LLP and the other non-ABS non-ABS entities.
entities depends on the assessment of whether a
member of the ABS group is exposed, or has rights,
to variable returns from its involvement with such
entity and has the ability to affect those returns
through its power over such entity.

78 DWF Group plc | Annual Report and Accounts 2022

Internal Audit External Auditor Non-audit services

Strategic report
The Group’s Internal Audit function, which Appointment The Committee reviewed the Company’s
provides independent assurance to the Board The Audit Committee carried out policy on the engagement of the External
on the Group’s risk management and internal competitive tender process and as a result, Auditor for the provision of non-audit
control framework, has regularly provided the Audit Committee recommended to the services, and recommended some minor
input into Committee meetings. The Head of Board that PwC be appointed as External changes for approval by the Board. The
Internal Audit has direct access to, and regular Auditor to the Company. The recommendation non-audit services policy sets out rigorous
meetings with, the Chair of the Committee, was made free from third party influence controls intended to ensure the independence
and attends all meetings of the Committee. and no restrictive contractual clause has of the Auditor is not impaired, and takes into
A private meeting of the Committee and the been imposed on the Company. account the changes required by the EU

Governance
Head of Internal Audit was held during the Audit Regulation and Directive (the ‘Audit
Following the passing of an ordinary
year to provide an opportunity for feedback Regulation’) and FRC’s Ethical Standard.
resolution by Shareholders at the 2021
without the Executive Directors present. The amended policy stipulates:
Annual General Meeting of the Company,
In addition, the Internal Audit function has
PwC was appointed to act as External Auditor 1. the nature of non-audit services the
unrestricted access to employees and
for the financial year ended 30 April 2022. Auditor is permitted to perform;
documentation across the Group to enable
The audit partner is Jonathan Studholme.
it to perform its duties. There are also 2. levels of authority for the Executive
arrangements in place to enable the function Deloitte LLP (‘Deloitte’) therefore stood to engage the Auditor for approved
to commission the support of technical down as External Auditor at that time and an non-audit services; and

Financial statements
experts and other additional support as audit transition plan was enacted to ensure
required. During the year, the Committee 3. that any non-audit services to be provided
an effective transition to PwC.
monitored progress of the Internal Audit by the Auditor must be approved in
function against the Internal Audit Plan and The Company has complied with the advance by the Committee. For a single
ensured that the function had sufficient provisions of the Statutory Audit Services permitted project where the fee is no
resource to carry out its duties effectively. for Large Companies Market Investigation more than £50,000, the non-audit
(Mandatory Use of Competitive Tender services are considered trivial for the
The Committee approved the Internal Audit Processes and Audit Committee purposes of the Audit Regulation, and
Charter and the Internal Audit Annual Plan, Responsibilities) Order 2014. can instead be approved by the Chief

Other information
which was formulated via a comprehensive Financial Officer (or Group Chief Executive
risk assessment involving senior management. Independence, objectivity
Officer in his absence) (whose authority
During the year, the Committee received and effectiveness
to approve such projects will be capped
reports on the outcomes of the Internal Audit During the year, the Committee assessed
at a cumulative value of £300,000 in any
function’s work at each scheduled meeting, the quality and effectiveness of the Auditor,
one financial year).
and the Committee closely monitored having particular regard to:
management’s response to actions identified As a result of this policy, and to avoid conflict
• the External Auditor’s understanding and
in the reports. A focus for the Committee in with its role, the External Auditor does not
insights into the Group’s business;
FY2022/23 will be to monitor the number of act as Remuneration Advisor to the Company.
• the External Auditor’s approach to key
days Internal Audit actions remain open and The Committee also approved the Company’s
areas of judgement, the extent of
continue to support management with policy in relation to the recruitment of
challenge and the quality of reporting;
progress to reduce these. former employees of the External Auditor,
• the quality controls in place to deliver
again to manage any potential conflicts
Effectiveness the audit and how the agreed audit plan
of interest.
The Committee reviewed the effectiveness was delivered;
of the Group’s systems of risk management • the External Auditor’s independence and The audit fees payable to the Auditor
and internal control using the Committee objectivity; for the year ended 30 April 2022 were
of Sponsoring Organizations Internal • the safeguards put in place by the £635,000 and non-audit service fees
Control Framework. The Committee noted Committee and the External Auditor incurred totalled £105,000 which solely
improvements in the controls environment to avoid any compromise of the related to assurance services relating to the
during the year. The Committee considered independence and objectivity of the Solicitors’ Accounts Rules accountant report
that the review of the effectiveness of risk External Auditor; required by regulation.
management and internal control systems • management’s feedback on the External
This equates to a non-audit to audit fee
was robust and concluded that the existing Auditor; and
ratio of 14%. We continue to ensure the
risk management and internal control systems • private sessions with the External Auditor
level of non-audit fees is compliant with
were effective, noting the ongoing work to be without management present.
the Company’s 50% non-audit fee cap rule
carried out in strengthening these further. The assessment took the format of a (noting that this cap excludes fees payable
The Committee received a report in its questionnaire which was completed by for non-audit work required to be carried
September 2021 Committee meeting pack members of the Audit Committee and out by the External Auditor by law or
from the Head of Internal Audit containing other key internal contacts who interact regulation or arising from any assessment
a self-assessment against the Institute with the External Auditors. The feedback of the Group’s compliance with the Solicitors
of Internal Auditors’ Internal Audit Code and scoring was collated and reviewed by Accounts Rules). The Committee has
of Practice (the ‘IIA Code of Practice’). the Audit Committee. concluded that the provision of non-audit
The paper provided an overview of the services has not compromised the External
The Committee is satisfied that the audit, as
Internal Audit function’s performance Auditor’s independence and objectivity.
carried out by the External Auditor, is effective
during the year against key performance and demonstrates appropriate, independent
indicators, reviewed resources available and objective professional scepticism and
to the Internal Audit function, considered challenge to management’s assumptions.
management’s implementation of required
actions, and highlighted certain areas for
improvement which the Internal Audit
function is addressing.

DWF Group plc | Annual Report and Accounts 2022 79

Governance

Audit, risk and internal control continued

Risk Committee report
Sam Tymms Dear Shareholder,
Chair, Risk Committee I am pleased to present this report, which
provides insight into the Risk Committee’s
Members (the ‘Committee’) activities during the
Sam Tymms (Chair) period ended 30 April 2022. The Committee
Luke Savage supports the Board in fulfilling its obligations
Tea Colaianni to ensure a framework of prudent and
Chris Sullivan effective controls, which enable it to assess
and manage risks, including those to the
Each member’s expertise and experience long-term success of the Group. The
is set out in their biography on pages 58 Committee considers an integrated
and 59, alongside their attendance at approach to the risk taxonomy, risk register
Committee meetings. and risk assurance activity to be paramount.
The Committee’s activities throughout the
period included: overseeing the continuing
development of the Group Risk Appetite and
supporting framework; determining the
nature and extent of the Group’s principal
Focus in FY2021/22 risks; conducting deep dives into divisional
• Continuing attention on managing risks relating to the impact of COVID-19 risks; and monitoring assurance mapping.
• Monitoring the Group’s adoption of its new operating structure During the year, an external evaluation of
• Monitoring the impact of risks associated with our increasing focus on ESG the effectiveness of the Committee was
• Increased attention on assurance activities in connection with operational risk, conducted, as part of the Board evaluation
particularly in the area of cyber attacks process, further detail of which can be
found on pages 57 and 71. The Committee
considered the outcomes of the external
Focus in FY2022/23 evaluation and specifically its own
• Continue to monitor the impact of risk associated with our new ESG Strategy. performance and effectiveness. I am pleased
• Continue to focus on particular areas of risk the organisation may face, such as the to report that the Committee considered
external environment, people and cyber risks. itself to be performing effectively.
Alongside all my Independent Non-Executive
Director colleagues, I sit on each of the
committees of the Board. I particularly value
the close and effective monitoring of risk
management achieved by my membership
of the Audit Committee, as well as the Chair
of the Audit Committee’s membership of
this Committee.
I shall be available at the Company’s AGM
to answer any questions you may have.

Sam Tymms
Chair, Risk Committee

80 DWF Group plc | Annual Report and Accounts 2022

Responsibilities Meetings Audit Committee

Strategic report
The Committee’s main responsibilities include: The Committee meets at least three times The Audit Committee oversees the
a year and otherwise as the Chair or development and implementation of the
• advising the Board on the Group’s overall
members require. To enable it to carry out Group’s Internal Audit assurance framework
Risk Appetite, tolerance and strategy;
its responsibilities, the Committee has an and as part of this, regularly reviews the
• overseeing and advising the Board on the
annual rolling agenda maintained by the effectiveness of the Group’s Risk Management
Group’s current risk exposures and future
Company Secretary, which is regularly Framework and internal control systems.
risk strategy;
reviewed in conjunction with the Chair of You can find more detail about the Audit
• keeping under regular review the Group’s
the Committee. The Company Secretary Committee’s activities on pages 75 to 79.
overall risk assessment processes;
also maintains a tracker of actions arising

Governance
• providing advice to the Board on the Risk Committee
from meetings. At the next scheduled Board
assessment of principal risks facing The Risk Committee classifies the Group’s
meeting, the Chair of the Committee reports
the Group; principal areas of risk through the Group
formally to the Board on the Committee’s
• approving the remit of the Risk Management Risk Taxonomy. This ensures oversight of
proceedings, including how it has discharged
and Compliance functions; the Group’s approach to risk management
its responsibilities.
• considering the major findings of internal and the development of management and
investigations and management’s The Committee held four scheduled meetings mitigation approaches, to ensure risks
response; and during FY2021/22 and the table on page 59 remain, or are quickly brought within,
• ensuring it obtains suitable assurance on provides details of members’ attendance at the Group’s risk appetite.

Financial statements
the risk management and internal controls those meetings. At the invitation of the Chair
The Risk Committee also monitors and
embedded within the organisation. of the Committee, other regular attendees,
reviews the effectiveness of the Group’s
who can withdraw as necessary, included at
The Committee’s duties and responsibilities compliance function, as well as providing
some or all of the meetings: the Chair of the
are set out in its Terms of Reference, oversight and advice to the Board in relation
Board, the Group Chief Executive Officer,
which are reviewed annually. These are to future risk strategy.
the Chief Financial Officer, the Group Chief
available on the Group’s website at
Operating Officer, the Group General Executive Risk Committee (‘ERC’)
dwfgroup.com/en/investors.
Counsel & Company Secretary, the Group The Executive Risk Committee is a
Membership Director of Risk, the Head of Internal Audit, management committee chaired by the

Other information
The Committee is made up of a minimum Deputy Company Secretary and the Senior Group Chief Executive Officer. It comprises
of three members, each an Independent Assistant Company Secretary. senior management including members of
Non-Executive Director. The Chair of the the Executive Board. The Committee
Risk management governance structure
Board is not a member but may attend oversees the operational management of
Board
its meetings by invitation. Members of the Group’s risks by identifying, assessing,
The Board establishes the risk appetite for
the Committee have experience of risk mitigating, and reporting risk.
the Group, so management can manage,
management matters and practices. The
measure and report on risk appropriately
Committee received training during the
across the Group. The Board delegates
year on matters including risk appetite
oversight of risk management activities to
and the application of competition law to
the Risk Committee. You can find more detail
the business.
about the Board’s activities on page 63.

DWF Group plc | Annual Report and Accounts 2022 81

Governance

Audit, risk and internal control continued

Risk Committee report continued
The table below summarises the key activities of the Committee during the year.

Risk • Advised the Board on the Group’s overall Risk Appetite, tolerance and strategy, and the principal and
emerging risks
• Kept under review the Group’s overall risk assessment processes, including the use of both qualitative
and quantitative metrics
• Reviewed the capability of the Group to identify and manage new and emerging risks
• Conducted deep dives into divisional key risks
• Monitored progress against key milestones in the risk management roadmap
• Obtained assurance on the Company’s ability to reduce the likelihood of principal risks materialising
and the impact on the business of risks that do materialise

Regulatory • Reviewed compliance against SRA standards

• Conducted a review of the adequacy of current health and safety compliance
• Considered the impact of TCFD on risk management systems and reporting

Systems • Reviewed reports on the adequacy and effectiveness of the Group’s risk management systems and controls
and controls and any non-compliance thereto, including in relation to detecting fraud and financial crime, the prevention
of bribery, corruption and money laundering, and compliance with the Market Abuse Regulations
• Approved the Group’s Anti-Bribery and Corruption policy
• Received regular reports from the Group Director of Risk
• Considered any major findings of internal investigations and management’s response
• Considered the adequacy and effectiveness of the Group’s Risk Management function including receiving
a self-assessment report on the implementation of the risk management process which highlighted that
a comprehensive Risk Management Framework had been established and identified areas of focus going forwards

Governance • Conducted an annual review of its Terms of Reference

• With the assistance of an external evaluation, reviewed the Committee’s performance to ensure it is operating
at maximum effectiveness
• Compiled a report describing the roles and responsibilities of the Committee and the actions taken by the
Committee to discharge those responsibilities for inclusion in the Annual Report and Accounts

82 DWF Group plc | Annual Report and Accounts 2022

Remuneration
Directors’ Remuneration report
Tea Colaianni Dear Shareholder,

Strategic report
Chair, Remuneration Committee I am pleased to present the Directors’
Remuneration report for the year ended
Members 30 April 2022.
Tea Colaianni (Chair)
Our current Remuneration Policy was
Luke Savage
approved by 98.99% of Shareholders at the
Sam Tymms
2019 AGM. In line with the normal three-year
Chris Sullivan
renewal cycle, we will be seeking Shareholder
Jonathan Bloomer
approval for a revised Policy, set out on pages

Governance
Each member’s expertise and experience 88 to 101, at the AGM in 2022. In advance of
is set out in their biography on pages 58 this, the Remuneration Committee undertook
and 59, alongside their attendance at a review of our current Policy and engaged
Committee meetings. with our major Shareholders as well as key
representative bodies on the proposed
changes.
Pages 108 to 109 of this report constitute
the Annual Report on Remuneration,
Focus in FY2021/22

Financial statements
summarising the outcomes for FY2021/22
and how we intend to operate the policy
• Determined remuneration arrangements resulting from the Group’s adoption of its during FY2022/23.
new operating structure.
• Reviewed the executive remuneration framework. This Directors’ Remuneration report sets
• Reviewed the appropriateness and relevance of the Remuneration Policy. out the context of, and insight into, our
• Continued to monitor the impact of COVID-19 on remuneration arrangements. Director pay arrangements, how our
• Reviewed pay fairness and transparency by considering wider workforce remuneration framework is aligned with
policies, to ensure alignment with Executive Director and senior management the rest of the workforce, and the decisions
the Committee made as a result of business

Other information
remuneration arrangements.
• Developed further the communication with prospective members of the wider. performance for this year. Where the
workforce on the benefits of the equity element of the remuneration package offered Committee has exercised its judgement
by the Group. or discretion, it is documented clearly.
Directors’ Remuneration Policy –
Focus in FY2022/23 2022 review
Our reward philosophy remains unchanged.
• Recommend a revised Remuneration Policy to Shareholders for approval We believe in a simple and transparent
at the 2022 AGM. framework which rewards our Executives
• Engage with Shareholders on the proposed revised Remuneration Policy. based on the financial and strategic
• Determine the incentive arrangements and outcomes for the Executive Directors and performance of the business, the value
senior management. created for our Shareholders, and their
• Develop further the communication with prospective members of the wider individual performance. We also recognise
workforce on the benefits of the equity element of the remuneration package that investor expectations around executive
offered by the Group. pay continue to evolve.
• Continue to consider wider workforce policies to ensure alignment with Executive
Directors and senior management remuneration arrangements. In determining the new Policy, the
Committee followed a robust process which
included a thorough review of the current
Policy at Committee meetings in 2021 and
early 2022 to ensure that it continues to
support delivery of our business strategy.
The Committee considered input from our
Executives and our independent advisors
as well as considering best practice,
Shareholder guidance and any specific
feedback from our major Shareholders.
Following the conclusion of that process, the
Remuneration Committee has determined
that the remuneration framework in our
Policy remains consistent with our core
strategic objective of delivering long-term
sustainable and profitable growth and
supports our performance-orientated
culture. In particular, the Committee agreed
that an incentive model comprising an
annual bonus and performance shares
currently remains appropriately aligned with
these goals. Accordingly, the Committee
concluded that no substantial changes are
required to the Policy at this time.

DWF Group plc | Annual Report and Accounts 2022 83

Governance

Remuneration continued

Some minor amendments only are structure for 2022/23, in particular How the Policy was implemented in the
proposed in the new Policy in order to introducing a specific element of the 2021/22 financial year
provide greater clarity in specific areas as annual bonus linked to ESG performance, Bonus
outlined on page 88. whilst maintaining our focus on key The Committee considered the financial
financial metrics. The changes were made performance of the Company when
Approach to remuneration in 2022/23
as the three performance measures are determining the bonus outcomes for the
Alongside the review of the Policy, the
considered equally important in contributing Executive Directors. The performance
Remuneration Committee also assessed the
to the success of the Group conditions were:
performance measures used in the incentive
plans to ensure they remained appropriately The resulting structure of performance • 70% adjusted PBT;
aligned with strategic priorities. Following measures that we currently intend to apply • 20% strategic and operational objectives;
this assessment, we have made some in 2022/23 is summarised in the table below. and
modest changes to the weighting of • 10% lock-up days target.
performance measures in our incentive
The adjusted PBT performance condition
was achieved between threshold and target.
KPI 2021/22 2022/23 Strategic rationale The strategic and operational objectives
Annual bonus: were fully achieved, however the gross
one-year performance lock-up days target was not achieved. This
Adjusted PBT (Financial) 70% 50% Consistent with our strategic aim of meant that each Executive Director was
sustainable, profitable growth. Maintains eligible to receive a bonus of 47% of their
the primary focus on a profit measure in maximum opportunity.
short-term incentivisation Having carefully considered this formulaic
Lock-up days (Financial) 10% 20% Consistent with our strategic aim of outcome, the Committee was satisfied that
improving operational efficiency to deliver the bonuses earned were appropriate and
sustainable, profitable growth that no exercise of discretion was required.
ESG – 10% Consistent with our strategic aim of The resultant bonuses were 70.4% of salary
developing a market leading position (£373k) for the Group Chief Executive Officer,
on ESG matters 47% of salary (£150k) for the Chief Financial
Strategic and operational 20% 20% Enables a focus on specific personal Officer and 47% of salary (£141k) for the
objectives strategic and operational deliverables Group Chief Operating Officer. You can find
Equity Incentive Plan: details on the strategic and operational
three-year performance objectives on page 106 of this report.
EPS 40% 33.3% Consistent with our strategic aim of The resulting total bonus award for the
sustainable, profitable growth three Executive Directors was in aggregate
ROCE 40% 33.3% Consistent with our strategic aim of £665k (rounded down to the nearest £1k
generating sustainable profitability as illustrated on page 105). Following
and creating Shareholder value determination that the above bonuses had
Cash conversion 20% 33.3% Consistent with our strategic aim of been earned and should be awarded, the
improving operational efficiency Group Chief Executive Officer advised the
Committee that it was his view that each
Executive Director had contributed equally
Group performance for the 2021/22 • Free cash flow £12.9m
as “one team” to deliver excellent, robust
financial year (FY2020/21: £32.1m)
results and requested that the Committee
The implementation of our strategy • Net debt £71.8m (FY2020/21: £60.2m)
consider taking the available bonus total
(as outlined on page 103) has been
Non-financial KPIs and awarding this equally. The Committee
measured against the KPIs set out below:
• Net promoter score 63 (FY2020/21: 49) considered the Group Chief Executive
Financial KPIs • Engagement survey score 76 Officer’s request and concluded that the
• Net revenue growth 3.6% (FY2020/21: 76) approach was consistent with the
(FY2020/21: +10.9%) • % Executive Board roles held by women Remuneration Policy, would not result in
• Underlying organic net revenue growth 36% (FY2020/21: 40%) any Executive Director receiving more than
+7% (FY2021/22: +8.0%) • % senior leadership positions held by their maximum bonus opportunity and that
• Gross profit margin 51.7% women 29% (FY2020/21: 28.9%) Shareholders would not be disadvantaged
(FY2020/21: 50.8%) • % Ethnic Minority representation in as the total aggregate bonus remained
• Cost to income ratio 38.4% senior leadership positions 4% unchanged at £665k (rounded down to the
(FY2020/21: 39.2%) (FY2020/21: 4.2%) nearest £1K as illustrated on page 105).
• Adjusted EBITDA £66.7m The Committee further discussed the
(FY2020/21: £58.1m) individual contributions made by the
• Adjusted profit before tax £41.4m Executive Directors, and in particular the
(FY2020/21: £34.2m) Chief Financial Officer and Group Chief
• Profit / (Loss) before tax £22.3m Operating Officer, and therefore considered
(FY2020/21: £(30.6)m) the approach to be appropriate in respect
• Adjusted diluted EPS 10.7p of the FY2021/22 bonus and approved that
(FY2020/21: 7.4p) the aggregate total bonus of £665k be
• Net revenue per partner: £975k distributed equally between the three
(FY2020/21: £924k) Executive Directors. As set out on page 105,
• Lock-up days 179 days the actual bonuses paid were 41.8% of
(FY2020/21: 186 days) salary (£221k) for the Group Chief Executive
Officer, 69.3% of salary (£221k) for the

84 DWF Group plc | Annual Report and Accounts 2022

Chief Financial Officer and 73.9% of salary Executive Directors’ Pay Review Effectiveness

Strategic report
(£221k) for the Group Chief Operating The Remuneration Committee undertook During the year, an external evaluation of
Officer, with 50% being awarded in cash its regular annual review of the Executive the effectiveness of the Committee was
and the remaining 50% being deferred in Directors’ base salaries and agreed an conducted, as part of the Board evaluation
shares. The Committee noted that the increase of 4% effective from 1 May 2022. process, further detail of which can be
circumstances were such that the In coming to this determination, the found on page 71.
approach should be supported. Committee took into account various
The Committee considered the outcomes
relevant internal and external factors
The Committee further noted that the of the external evaluation as it related to
including the average employee and
approach does not override the formulaic the Committee’s own performance and
partner salary increase in January 2022 of

Governance
outcome in respect of bonus costs. effectiveness. I am pleased to report
5.65%. This is the first pay rise, excluding
that the Committee recommended to
2019 LTIP award promotions, in the Executive Directors’
the Board that it considered itself to be
The performance period for the 2019 LTIP salaries since IPO in 2019.
performing effectively.
award, made under the Equity Incentive Plan
Shareholder considerations
(‘EIP’) ended on 30 April 2022. The formulaic Further detail of how our remuneration
Similar to previous years, we have continued
outcome of the award was 41% vesting. for Executive Directors aligns with our
to maintain transparent and open dialogue
This comprised full vesting of the cash strategic priorities is set out on page 102
and engagement with our Shareholders.
conversion measure following a substantial of this report.
improvement in lock-up days over the As part of the Directors’ Remuneration

Financial statements
If you would like to discuss any aspect of this
period, partial vesting of the ROCE measure Policy Review, major Shareholders and proxy
Directors’ Remuneration report, I would be
and zero vesting of the EPS measure. Full agencies were contacted to notify them of
happy to hear from you. You can contact
details of targets and performance are on the limited proposed changes and to give
me through the Company Secretary,
page 107. The Remuneration Committee them an opportunity to feedback any views.
Darren Drabble. If you would like to ask any
considered the outcome in the context of Feedback received by the Committee was
questions in respect of this report at the
business performance and the broader reviewed and any suggestions made were
AGM, please see the notes to the Notice of
environment over the performance period implemented. Of the responses received,
AGM which sets out the arrangements for
and was satisfied that the vesting outcome all were supportive of the changes.
this year. I look forward to your support on

Other information
was appropriate and that no exercise of
Wider workforce considerations the Directors’ Remuneration Policy and the
discretion was required. The vested shares
When considering executive pay, the Annual Report on Remuneration at the
will be subject to a two year holding period.
Committee takes into account the wider upcoming AGM.
LTIP awards granted during FY2021/22 workforce remuneration and conditions.
The Company granted an LTIP award in
We believe allowing all our employees to
August 2021, which will vest following the Tea Colaianni
share in the success of the Company is a key
expiry of the three-year performance Chair, Remuneration Committee
performance driver. We continue to issue
period and is subject to the satisfaction of
share awards to our people for promotions
performance conditions. The vested shares
and exceptional contributions to the
are thereafter subject to a two-year holding
business. Following the approval of the Included in this report Pages
period. The awards were made with the
scheme last year, ‘Emerging Talent’ awards The Remuneration 86 and 87
following performance conditions to Sir
were made during the course of the year to Committee and its
Nigel Knowles at 175% of salary and to each
retain and motivate talent and support activities during the year
of Chris Stefani and Matthew Doughty at
succession planning. During FY2021/22, we
125% of salary: Directors’ Remuneration 91 to 101
continued to offer a Buy As You Earn (‘BAYE’)
• EPS (40% weighting); matched-share scheme in the UK, US and Policy
• ROCE growth (40% weighting); and Spain. Matching shares are received on a Remuneration –
• cash conversion (20% weighting). one for two basis, so for every two shares At a glance including:
purchased over the 12-month investment
The level of awards and percentage Business context and how 102
period, participants receive one matching
weighting were unchanged from the our incentive performance
share three years from the start of the
prior year. measures align to our strategy
relevant 12-month investment period subject
You can find further details of the LTIP to certain conditions. In total, 11% of our Remuneration outcomes for 103 and
metrics, including targets and rationale, eligible people are currently participating in FY2021/22 – At a glance 104
on page 107 of this report. a BAYE matched-share scheme. There are Annual report 108 to
currently no plans to expand number of on remuneration 109
jurisdictions the BAYE operates in however,
this is kept under review. Wider workforce
remuneration including:
On pages 110 to 114 of this report, there are
Remuneration principles and 110
details of the pay conditions of our wider
wider workforce remuneration
workforce, our CEO-to-worker pay ratio, our
across the Group
incentives throughout the business, and our
gender and ethnicity pay gap statistics. Communication and 111
engagement with employees
You can find further detail on the key
and partners
matters covered by the Committee during
the year on pages 86 and 87. CEO-to-worker pay ratio 111 and
112
UK gender and ethnicity 113 and
pay gap reporting 114

DWF Group plc | Annual Report and Accounts 2022 85

Governance

Remuneration continued

The Remuneration Membership None of the Committee members has any

The Committee is made up of a minimum personal financial interest (other than as
Committee and its of three members, and each is an Shareholders) in the decisions made by the
activities during the year Independent Non-Executive Director. Committee, conflicts of interest arising
The Chair of the Board is a member of from cross-directorships or day-to-day
Responsibilities the Committee and was considered involvement in running the business.
The Committee’s main responsibilities include: independent on appointment as Chair of
Following its appointment as remuneration
• making recommendations to the Board the Board. Members of the Committee
consultant, Deloitte LLP advised the
regarding the Group’s framework or collectively have appropriate knowledge,
Remuneration Committee during the
broad policy for the remuneration of expertise and professional experience
financial year on all aspects of the
the Chair of the Board, the Executive concerning remuneration policies and
Remuneration Policy for Executive Directors
Directors and senior management; practices. The Committee received training
and senior management. As the outgoing
• determining the entire individual during the period on matters including
External Auditor, Deloitte provided audited
remuneration packages for those remuneration corporate governance,
services during the financial year; however,
individuals, including: as well as regular updates on best
audit services were ceased before Deloitte
• approving any severance compensation practice and remuneration trends.
provided any advice to the Remuneration
arrangements in accordance with the Meetings Committee. The Remuneration Committee
Remuneration Policy, which are fair, do The Committee meets at least four times a was satisfied that no conflict of interest
not reward failure and fully recognise year and otherwise as the Chair or members exists or existed in the provision of these
the individual’s duty to mitigate any require. To enable the Committee to carry services. Deloitte was appointed by the
loss; and out its responsibilities, the Committee has Committee, and the Committee is satisfied
• considering how the pay and work an annual rolling agenda maintained by the that the advice provided is independent.
conditions of the Group’s wider Company Secretary, and regularly reviewed Deloitte is a member of the Remuneration
workforce should be taken into account in conjunction with management. The Consultants Group and the Voluntary Code
when determining remuneration; Company Secretary also maintains a tracker of Conduct of that body is designed to
• consistent with the approach applicable of actions arising from meetings. This ensure objective and independent advice is
to the wider workforce, determining and ensures the agenda for each Committee given to remuneration committees. Fees of
administering the Group’s share plans meeting aligns with the remuneration £29,505, chargeable on a time and materials
and equity incentive plans in respect strategy, as well as particular matters arising basis, were paid to Deloitte during the year
of the Chair of the Board, the Executive throughout the year considered appropriate in respect of remuneration advice received.
Directors and senior management; and by the Committee for its scrutiny. At the next Deloitte attends meetings of the Committee
approving awards and performance scheduled Board meeting, the Chair of the by invitation. Deloitte does not have any
conditions, including satisfaction of Committee reports formally to the Board on other connection to the Company or
performance conditions and the exercise the Committee’s proceedings, including how its Directors.
of any discretion by the Committee; it has discharged its responsibilities.
• regularly reviewing the ongoing Deloitte were appointed as remuneration
appropriateness and relevance of the The Committee held five scheduled meetings advisors by the Remuneration Committee
Remuneration Policy; and during FY2021/22, and the table on page 59 following a tender process.
• reviewing remuneration and related provides details of members’ attendance at
policies applicable to the Group’s those meetings. At the invitation of the Chair
wider workforce. of the Committee, other regular attendees,
who can withdraw as necessary, included at
The Committee’s duties and responsibilities some or all of the meetings were: the Group
are set out in its Terms of Reference, which Chief Executive Officer (‘CEO’), the Chief
are reviewed annually. These are available Financial Officer (‘CFO’), the Group Chief
on the Group’s website at dwfgroup.com/ Operating Officer (‘COO’), the Chief People
en/ investors/shareholder-hub/governance. Officer, the Company Secretary and the
Deputy Company Secretary. No Director or
member of senior management was present
for any discussions that related directly to
their own remuneration.

86 DWF Group plc | Annual Report and Accounts 2022

The table below summarises the key activities of the Committee during the year.

Strategic report
Remuneration • In conjunction with the Risk Committee, considered the compatibility of the Group’s remuneration strategy with
and risk the Group’s risk management policies

Entire individual • Made recommendations to the Board regarding the application of the Remuneration Policy for the Chair of the
remuneration Board, the Executive Directors, the Partner Directors and senior management. This included pension rights,
any compensation payments, and the level and structure of their remuneration, giving full consideration to the
matters set out in the UK Corporate Governance Code 2018 (the ‘Code’), including Provision 40, and any other

Governance
relevant laws and regulations in the jurisdictions where the Group operates

Remuneration • Regularly reviewed the ongoing appropriateness and relevance of the Remuneration Policy to ensure that
Policy reward policies worked to promote the long-term success of the Company and its long-term strategic goals
• Ensured that a significant proportion of the remuneration of the Executive Directors is linked to Company
and individual performance and that any performance-related elements of remuneration are transparent,
stretching and rigorously applied
• Monitored the Executive Directors’ progress against objectives and determined Executive Director bonus outcomes

Financial statements
Wider workforce • Reviewed remuneration and related policies applicable to the wider workforce (partners and employees),
remuneration including receiving the Company’s Gender and Ethnicity Pay Gap Report and reports on the Group’s partner
and employee engagement mechanisms
• Supported the Board’s monitoring of whether Group remuneration policies and practices support its culture
and strategy
• Considered how pay and work conditions across the Group should be taken into account when determining
remuneration of the Chair of the Board, the Executive Directors, the Partner Directors and senior management
• Oversaw arrangements for the wider workforce bonus plan

Other information
Share plans • Determined and administered policies for the grant of awards/options to the Executive Directors, the Partner
and equity Directors and senior management ensuring that they are provided with appropriate incentives consistent with
incentive plans the Remuneration Policy
• Approved awards, and associated performance targets, for Executive Directors, Partner Directors and
senior management
• Determined whether performance targets had been met for awards held by Executive Directors, Partner
Directors and senior management
• Oversaw the administration of the wider workforce share plans and equity incentive plans, including reviewing
policies and their application to ensure fair and consistent administration across the wider workforce

Shareholders • Receiving reports on engagement with proxy advisors and major Shareholders from the Chair of the Committee
and the Company Secretary

Governance • Received presentations from the Committee’s remuneration advisors on developments in corporate
governance and market trends, to inform the Committee’s regular review of the Remuneration Policy
• Conducted an annual review of its Terms of Reference
• Received feedback on the Committee’s performance from an external evaluator to ensure it is operating effectively
• Prepared this Annual Report, setting out the Company’s remuneration policies and practices and its duties and
activities during the year

DWF Group plc | Annual Report and Accounts 2022 87

Governance

Remuneration continued

Directors’ Remuneration Following its review, the Committee Remuneration strategy

concluded that no substantial changes were DWF’s Remuneration Policy is designed
Policy required to the Remuneration Policy at this to provide a framework to:
The current Directors’ Remuneration Policy time. It also agreed that a number of minor
• promote the long-term success of
(the ‘Remuneration Policy’) was approved by amendments should be made in the new
the Company;
our Shareholders at the 2019 AGM and can Remuneration Policy to provide greater
• support DWF’s strategy, linked to key
be found in full in the 2019 Annual Report. clarity and flexibility in specific areas in
KPIs such as driving incremental revenue
line with standard market practice, including
We are required by law to seek renewed and improvement in profit margin over
the following:
Shareholder approval for a Remuneration time, as well as enabling DWF to deliver
Policy at the 28 September 2022 AGM that • The new Remuneration Policy clarifies dividends to Shareholders in line with
will govern and guide the Company’s future that the level of pension provision for the Group’s dividend policy;
remuneration payments. The Remuneration Executive Directors is capped in line with • recruit, retain and develop high-quality
Policy described in this section will be the pension contribution applicable to the people who are experts in their field and
applicable for up to three years from wider UK workforce. to focus the Executive Directors and
the 2022 AGM, subject to approval • The post-employment shareholding Executive Board on the delivery of the
by Shareholders. guideline has been updated to align to Group’s strategy;
Investment Association guidance, namely • encourage widespread equity ownership
The Remuneration Committee has established 100% of the Directors’ ‘in-employment’ across the Executive Directors, Executive
the Remuneration Policy for the remuneration guideline for two years after stepping Board as well as the broader partner and
of the Chair and Executive Directors, and the down as a Director. The Committee’s fee earner population in order to create
Board has established the Remuneration discretion to amend, waive or interpret a compensation model which is distinct
Policy for the remuneration of the shareholding guidelines in appropriate from those offered by the Group’s law
Non-Executive Directors. circumstances has been clarified. firm peers and to ensure a long-term
Committee process to determine new • The new Remuneration Policy contains focus and alignment of interest with
Remuneration Policy flexibility for the Committee to set and Shareholders;
The Committee undertook a thorough measure bonus targets other than on an • provide an appropriate balance between
process to determine the Remuneration annual basis. It is expected that use of this fixed and performance-related pay to
Policy, as follows: flexibility will be reserved for exceptional support a high-performance culture and
circumstances (e.g. a pandemic), for a platform for delivering high-quality,
• The Committee reviewed how the existing example, where there is limited visibility complex legal services to clients, taking
Policy has worked in practice over the to set robust 12-month targets. Flexibility into account local factors;
period it has been in force including pay will also exist in the Annual Bonus Plan for • take into account the interests of
and performance outcomes. the Committee to alter the weighting of all stakeholders;
• The Committee considered the financial and non-financial performance • promote DWF’s cultural values; and
Group’s strategy and the best way measures in exceptional circumstances or • adhere to principles of good
to align the remuneration. to amend any performance condition if a corporate governance and appropriate
• The Committee received advice from its material event occurs which causes the risk management.
independent remuneration consultant, Committee to determine that the original
Deloitte, on the impact of the Code, condition is no longer appropriate.
Regulations and current investor opinion. • Minor amendments have been made to
• Pay policies and conditions throughout the the recruitment remuneration policy to
Group, including considerations around clarify the scope of potential costs and
fairness and equality, were reviewed. replacement awards that could be made
• The Committee considered previous to a newly appointed Director and also to
feedback received from Shareholders set out the Committee’s flexibility to use
and employees. a different performance condition for
• The Committee also consulted with the the individual’s initial EIP award. Minor
CEO, CFO and COO on the proposed amendments have also been made in
Remuneration Policy. the payments for loss of office section
to reflect the Committee’s flexibility to
The Committee was mindful in its
determine the form and calculation of a
deliberations on the new Remuneration
departing Director’s annual bonus.
Policy on where there were potential
• In recognition of the required time
conflicts of interest and sought to minimise
commitment, the new Policy will permit
them through an open and transparent
the payment of supplementary fees
process internally and by seeking
where a NED takes on additional
independent advice from Deloitte.
responsibilities. It will also permit the
provision of additional travel allowance
payments to NEDs for time spent
travelling internationally on Company
business – it is currently envisaged that
any use of this provision would be
restricted to non-UK-based NEDs.

88 DWF Group plc | Annual Report and Accounts 2022

In determining the new Remuneration Policy, the Committee paid particular attention to Provision 40 of the Code. The following table

Strategic report
summarises the Committee’s views:

Factor How our new Remuneration Policy aligns

Clarity The proposed Remuneration Policy sets out clearly the basis for any payments and the terms of the incentive
arrangements operated.
The performance conditions used for the Bonus Plan and Equity Incentive Plan are based on a number of
the Company’s KPI’s ensuring direct alignment between the successful implementation of the strategy and
the reward provided to the Executive Directors.

Governance
Simplicity The Incentive Plans are in line with standard UK market practice and designed to be easy to understand,
and to be simple and transparent to all stakeholders.

Risk The Remuneration Policy includes:

• setting defined limits on the maximum awards which can be earned under the Bonus Plan and the Equity
Incentive Plan;
• requiring the deferral of a substantial proportion of the incentives in shares for a material period of time;

Financial statements
• aligning the performance conditions with the strategy of the Group;
• ensuring a focus on sustainable performance through the Equity Incentive Plan;
• ensuring there is sufficient flexibility to adjust payments through malus and clawback; and
• an overriding discretion to depart from formulaic outcomes under the Incentive Plans.
These elements mitigate against the risk of target-based incentives by:
• limiting the maximum value that can be earned;
• deferring a significant proportion of the value earned in shares for the long-term which helps ensure that the
performance earning the award was sustainable and thereby discouraging short-term behaviours;

Other information
• aligning any reward to the agreed strategy of the Group;
• focusing on the sustainability of the performance over the longer term under the Equity Incentive Plan;
• reducing the awards or cancelling them if the behaviours giving rise to the awards are inappropriate; and
• reducing the awards or cancelling them, if it appears that the criteria on which the award was based do not
reflect the underlying performance of the Company.

Predictability The Remuneration Policy sets out clearly the potential rewards available to the Executive Directors depending on
the performance achieved. In addition, all the checks and balances set out above under Risk are disclosed as part
of the Remuneration Policy.

Proportionality The Group’s Incentive Plans clearly reward the successful implementation of the strategy and, through deferral
and measurement of performance over a number of years, ensure that the Executive Directors have a strong
drive to ensure that the performance is sustainable over the long term. Poor performance cannot be rewarded
due to the Committee’s overriding discretion to depart from the formulaic outcomes under the Incentive Plans
if they do not reflect underlying business performance.

Alignment A key tenet of the DWF culture is a focus on ensuring long-term sustainable performance. This is reflected directly
to culture in the type of performance conditions used in the Incentive Plans which assess sustainable performance using
a variety of non-financial and financial measures, as appropriate.
The focus on share ownership (and the partnership ethos encapsulated in shared ownership) and long-term
sustainable performance is also a key part of the Group’s culture.

DWF Group plc | Annual Report and Accounts 2022 89

Governance

Remuneration continued

In addition, the Remuneration Policy reflects key remuneration elements of the Code:

Key Remuneration Element of the Code Alignment with our Remuneration Policy

Five-year period between the The Equity Incentive Plan meets this requirement.
date of grant and realisation
for equity incentives

Phased release of equity awards The Equity Incentive Plan ensures the phased release of equity awards through annual
rolling vesting.

Discretion to override The Remuneration Policy contains the ability to override formulaic outcomes and apply
formulaic outcomes discretion where deemed necessary.

Post-cessation shareholding requirement We have a two-year post-cessation shareholding requirement. This will be held in such a
mechanism as the Committee deems appropriate

Pension alignment The pension entitlement for Executive Directors is in line with eligibility for the wider
UK workforce.

Malus and clawback The current malus and clawback provisions comply with the Code.

Remuneration Policy discretion includes the Remuneration Committee and application of the Company’s variable
The Remuneration Committee has the satisfying awards of variable remuneration performance-related incentive plans,
ability to exercise independent judgement and, in relation to an award over shares, the incorporated risk adjustment mechanisms
and discretion when approving any of the terms of the payment are ‘agreed’ at the to encourage consistent and sustainable
outcomes of the Remuneration Policy, time the award is granted. levels of Company performance and to
including the ability to override formulaic ensure, when selecting performance
Where discretion is applied, this would be
outcomes which may involve upward or conditions and the level of challenge within
clearly stated, along with clear rationale,
downward adjustments. Any discretion those conditions, that they support the
in the following Remuneration report.
applied would take into account individual long-term future of the Company. In
performance as well as Group performance, Operation of the Policy reviewing its policy and determining
and the wider environment. The The Committee’s policy is to target a remuneration the Committee also considers
Remuneration Committee may also exercise remuneration package that is at around the wider economic conditions and pay and
some administrative and/or operational median, for median performance, and in the reward packages elsewhere in its sector and
discretion under relevant plan rules approved upper quartile for exceptional performance, within the business.
by Shareholders. The Remuneration and which is closely linked with the Group’s
Committee also has the discretion to amend strategic objectives. In setting all elements
the Remuneration Policy with regard to of remuneration the Committee is advised
minor or administrative matters where it by independent consultants and periodically
would, in the opinion of the Remuneration uses data from external research into the
Committee, be disproportionate to seek or salaries and benefits paid by companies
await Shareholder approval. of a comparable size and complexity to
the Company.
The Remuneration Committee reserves the
right to make any remuneration payments The aim of the Policy is to attract, retain
and payments for loss of office (including and continue to motivate talented Executive
exercising any discretions available to it Directors while aligning remuneration
in connection with such payments) with Shareholder interests and with the
notwithstanding that they are not in line achievement of strategic performance
with this Remuneration Policy, where the objectives. This is achieved by balancing
terms of the payment were agreed (i) before a basic fixed package, which is periodically
this Remuneration Policy came into effect, benchmarked against a comparator group,
provided that the terms of the payment with the opportunity to achieve upper
were consistent with the Shareholder- quartile remuneration from a combination
approved Remuneration Policy in force at of stretching but achievable incentives.
the time they were agreed; or (ii) at a time
when the relevant individual was not a The terms of reference for the Committee
Director of the Company and, in the opinion also include the responsibility for setting
of the Remuneration Committee, the the policy on incentive reward for senior
payment was not in consideration for the employees, in particular those who could
individual becoming a Director of the have a material impact on the risk profile of
Company. For these purposes, ‘payments’ the Group. The Committee has, in the design

90 DWF Group plc | Annual Report and Accounts 2022

 Policy – Executive Directors

Strategic report
The table below sets out the key elements of the Remuneration Policy for Executive Directors:
Objective and link Performance conditions
to strategy Operation Maximum opportunity and assessment

Base salary Executive Directors’ base salaries are Typically, the base salaries of No performance conditions,
To recruit and retain reviewed annually, usually effective Executive Directors in post at the start although the salary reflects
Executive Directors from 1 January each year, or when of the Policy Period and who remain in the performance and calibre
of the appropriate there is a change in position or the same role throughout the Policy of the Executive.
calibre and responsibility. Period will be increased by a similar

Governance
No recovery provisions apply.
expertise in their percentage to the average annual
Base salaries will be set at competitive
field to achieve percentage increase in salaries of all
levels. When determining an
the Company’s other employees in the Group.
appropriate level of salary, the
business strategy. Exceptions to this rule are at the
Remuneration Committee considers:
Committee’s discretion and may
• the Executive Director’s experience include where:
and responsibilities;
• an individual’s package is below
• the performance of the individual
market level and a decision is taken

Financial statements
Executive Director and the Group;
to increase base pay to reflect
• pay and conditions throughout
proven competence in the role; or
the Group;
• there is a material increase in scope
• salary increases provided to the
or responsibility in the individual’s
workforce as a whole;
role.
• the economic environment; and
• salaries of peers, taking into The Committee ensures that
account the size and complexity of maximum salary levels are positioned
the Group and its growth strategy. in line with companies of a similar size

Other information
and validated against industry/sector
Individuals who are recruited or
peers, so that they are competitive.
promoted to the Board may, on
occasion, have their salaries set below The Committee intends to review the
the targeted policy level until they comparators periodically and may add
become established in their role. In or remove companies from the Group
such cases subsequent increases in as it considers appropriate. Any
salary may be higher than the general changes to the comparator groups
rises for employees until the target will be explained in the report on the
positioning is achieved. implementation of Remuneration
Policy in the following financial year.

Benefits Benefits include: The maximum level of benefit is the No performance or recovery
To provide cost of providing the relevant benefits, provisions apply.
• private medical insurance for the
competitive levels as determined by market rates.
Executive and their spouse or
of employment
civil partner as well as any
benefits, supporting
dependent children;
the wellbeing of
• private health insurance;
Executive Directors.
• life insurance up to four times
salary (up to £1 million);
• annual car parking ticket;
• reasonable business expenses;
• participation in the Group’s
employee-wide flexible
benefits scheme.
The Committee recognises the need
to maintain suitable flexibility in the
benefits provided to ensure it is able
to support the objective of attracting
and retaining personnel in order to
deliver the Group strategy. Where
appropriate, additional benefits
may therefore be offered, such as
relocation allowances on recruitment
with associated benefits not
extending beyond two years.

DWF Group plc | Annual Report and Accounts 2022 91

Governance

Remuneration continued

Objective and link

to strategy Operation Maximum opportunity Performance conditions and assessment

Pension Executive Directors are The maximum Company No performance or recovery provisions apply.
To enable Executive entitled to join the defined contribution or pension
Directors to make contribution scheme allowance is capped for
appropriate operated by the Group. Executive Directors in line
provision for The Company contributes with the pension
retirement. at an agreed percentage of contribution applicable to
basic salary. the wider UK workforce. In
2022/23, this will be 7% of
Executive Directors may
salary.
take a pensions allowance
in place of the Company’s
contribution to the scheme.
Pension allowances are
excluded for the purposes
of calculating any other
element of remuneration
based on a percentage
of salary.

Annual Bonus Plan The Remuneration Maximum opportunity The specific performance measures, targets and
The Annual Bonus Committee will determine 150% of salary. weightings will be reviewed annually and so may vary
Plan provides a the maximum annual from year to year in order to align with the Group’s
Threshold performance
significant incentive participation in the Annual strategy over each year. The measures may include
for financial measures:
to the Executive Bonus Plan for each year, financial and non-financial measures. However, other
20% of maximum.
Directors linked to which will not exceed 150% than in exceptional circumstances, circa 70% of the
achievement in of salary. On-target performance awards will be linked to financial measures.
delivering goals that for financial measures:
The performance period is The measures will be dependent on the Group’s
are closely aligned 50% of maximum.
usually one financial year goals over the year under review and directly link
with the Group’s
with pay-out determined Straight-line vesting to the key measurable strategic milestones to
strategy and the
by the Committee following between these points. incentivise Executive Directors to focus on the
creation of value
the year end, based on execution of the strategy. The performance
for Shareholders.
achievement against a targets are calibrated each year to align with the
In particular, the range of financial and Group’s strategic plan.
Annual Bonus Plan non-financial targets.
The Remuneration Committee retains discretion in
supports the
Half of any bonus earned exceptional circumstances to change performance
Group’s objectives
will normally be deferred measures and targets and the weightings attached
allowing the setting
into shares for three years. to performance measures part-way through a
of annual targets
There are no further performance period if there is a significant and
other than on an
performance targets on material event which causes the Remuneration
annual basis based
the deferred amount. Committee to believe the original measures,
on the business’s
weightings and targets are no longer appropriate.
strategic objectives
at that time, Discretion may also be exercised in cases where
meaning that the Remuneration Committee believes that the
a wider range bonus outcome is not a fair and accurate
of performance reflection of business performance, individual
metrics can be used performance, or the broader environment.
that are relevant
and achievable. Any adjustments or discretion applied by the
Remuneration Committee will be fully disclosed
in the following year’s Remuneration report.
The actual performance targets set will not
be disclosed at the start of the financial year,
as they are considered to be commercially
sensitive. These will be reported and disclosed
retrospectively at the end of the year in order
for Shareholders to assess the basis for any
bonus outcomes.
The Annual Bonus Plan contains malus and
clawback provisions.

92 DWF Group plc | Annual Report and Accounts 2022

 Strategic report
Objective and link
to strategy Operation Maximum opportunity Performance conditions and assessment

EIP Under the EIP, Executive Maximum value of 200% of Awards vest based on performance against
Awards are designed Directors will be granted salary per annum based on the stretching targets, usually measured over
to incentivise the awards in the form of market value at the date of a three-year performance period. The
Executive Directors nil-cost options or grant set in accordance with Remuneration Committee will review and
over the longer-term performance shares. the rules of the EIP. set weightings and targets before each grant
to successfully to ensure they remain appropriate.
Vesting of EIP awards is Up to 20% of the award will vest
implement the

Governance
usually based on for Threshold performance. The Remuneration Committee may change
Group’s strategy.
performance achieved in the balance of the measures, or use different
100% of the award will vest for
a three-year performance measures or targets for subsequent awards,
Maximum performance.
period. Vested awards are as appropriate. No material change will be
usually subject to a further Straight-line vesting between made to the type of performance conditions
two-year holding period. these points. without prior Shareholder consultation.
Participants may be The Remuneration Committee The Remuneration Committee retains
entitled to dividends or has the ability to award grants discretion in exceptional circumstances to
dividend equivalents on the change performance measures and targets

Financial statements
up to 400% of salary in
EIP shares representing the exceptional circumstances. and the weightings attached to performance
dividends paid during the It is the Committee’s intention measures part-way through a performance
vesting and holding period. to usually only use this period if there is a significant and material
discretion on recruitment of event which causes the Remuneration
an Executive Director hire Committee to believe the original
where there is a requirement measures, weightings and targets are
to replace their previous no longer appropriate.
compensation (for example,
Discretion may also be exercised in cases

Other information
their equity share from their
where the Remuneration Committee believes
previous law firm) with an
that the outcome is not a fair and accurate
equity stake in the Group.
reflection of business performance
Remuneration in the traditional
or individual performance, or the
law firm model is based around
broader environment.
an equity entitlement giving
rise to a profit share. In these Any adjustments or discretion applied by
cases, it is highly unlikely that the Remuneration Committee will be
there will be historic incentive fully disclosed in the following year’s
awards to buy out. Therefore, Remuneration report.
to provide an equivalent equity
Details of the performance conditions for
interest in the Group a higher
grants made in the year will be set out in
than normal award under the
the Annual Report on Remuneration and
EIP would likely be required.
for future grants in the section headed
In such cases, the Implementation of Remuneration Policy,
Remuneration Committee will in the future financial year.
carefully evaluate the value
The EIP contains clawback and
of the interest being given
malus provisions.
up at the previous business
to ensure as far as possible
an equivalent fair value is
provided under the EIP award.
It would be the Committee’s
intention to revert back
to the usual level of EIP
award following the year
of recruitment.

DWF Group plc | Annual Report and Accounts 2022 93

Governance

Remuneration continued

Objective and link

to strategy Operation Maximum opportunity Performance conditions and assessment

Minimum Whilst in employment, • CEO: 250% salary No performance or recovery provisions apply.
shareholding Executive Directors are
• Other Executive Directors:
requirement and expected within five years
200% salary
post-cessation from the date of their
shareholding appointment to build their The Remuneration Committee
requirement shareholding requirement. retains the discretion to increase
To encourage shareholding requirements.
If a person to whom the
Executive Director
requirement applies does For two years following
equity ownership
not meet the requirement, cessation of employment,
and to ensure a
they will be expected to Executive Directors are
long-term focus and
retain shares vesting under expected to hold shares to
alignment of interest
the Company’s incentive 100% of the value of the
with Shareholders.
plans until the requirement shareholding guideline that
is met, although they may applied at the cessation of
dispose of shares to satisfy their employment; or, in cases
any tax or social security where the individual has not
liability to which they are yet met this level, the level of
liable on the exercise or shareholding at cessation.
vesting of the award.
The Committee retains
The Remuneration discretion to waive or amend
Committee will review this guideline if it is not
progress towards the considered appropriate in the
guideline on an annual specific circumstances. It also
basis and has the retains discretion to exempt
discretion to adjust the shares acquired by an Executive
guideline in what it feels Director in their personal
are appropriate capacity from this guideline.
circumstances.
Shares qualifying for
the shareholding
requirement include:
• shares held
on Admission;
• shares acquired following
Admission;
• deferred bonus shares
(on an assumed net of
tax basis);
• shares subject to an EIP
award during the holding
period (on an assumed
net of tax basis); and
• vested and unexercised
awards under the
Company’s share plans
(on an assumed net of
tax basis) not extending
beyond two years.

94 DWF Group plc | Annual Report and Accounts 2022

Malus and clawback

Strategic report
Element Application of malus/clawback

Annual bonus – cash awards Malus will apply up to the date of bonus determination and clawback will apply for a period
of two years post-bonus payment.

Annual bonus – deferred share awards Malus will apply during the share deferral period.

EIP awards Malus will apply during the vesting period and clawback will apply for a period of two years

Governance
post-vesting.

The circumstances in which malus and Equity Incentive Plan CEO

clawback could apply are as follows: The Group operates an Equity Incentive Plan
3,500
which is utilised, where appropriate, to grant
• discovery of a material misstatement
awards to employees under a variety of 3,000
resulting in an adjustment in the audited
circumstances including promotions,
accounts of the Group or Company; 2,500
emerging talent awards, exceptional

Financial statements
• the assessment that any performance
contributor awards, and for lateral and 2,000
condition or condition in respect of
senior hires. LTIPs are also granted under

£’000s
the annual bonus or EIP award was 1,500
this plan to the Executive Directors, the
based on error, or inaccurate or
Executive Board and selected senior 1,000
misleading information;
managers. Further detail can be found on
• the discovery that any information used to
page 103. 500
determine the Group annual bonus or EIP
award was based on error, or inaccurate Share awards 0
Minimum Target Maximum Maximum Actual
or misleading information; The listing has given the Group the

Other information
+50% share FY22
• action or conduct of a participant which opportunity to offer shares to the wider price growth
amounts to fraud or gross misconduct; employee group, thus further aligning an
• events or the behaviour of a participant element of remuneration with Company CFO
have led to the censure of the Company performance, executive remuneration, 1,600
or Group by a regulatory authority or have and the Shareholder experience.
had a significant detrimental impact on 1,400
The Group operates a BAYE plan on an
the reputation of the Group or Company 1,200
annual basis. All qualifying staff are invited
provided that the Board is satisfied that
to participate in the BAYE by acquiring 1,000
the relevant participant was responsible
ordinary shares out of deductions from 800
£’000s

for the censure or reputational damage

salary; and awarded matching shares in
and that the censure or reputational 600
respect of ordinary shares acquired. It is
damage is attributable to the participant;
intended that each year all qualifying staff 400
• failure of risk management; or
will be invited to sign up to buy shares over
• corporate failure. 200
a 12-month investment period. Matching
Differences in Remuneration Policy shares will be received on a one for two 0
Minimum Target Maximum Maximum Actual
for all employees basis, so for every two shares purchased +50% share FY22
Fixed pay over the 12-month investment period, price growth
The Group seeks to establish remuneration participants will receive one matching share
packages that will attract, retain and three years from the start of the relevant COO
motivate high-quality employees. Salary 12-month investment period subject to 1,400
and benefit packages for all employees certain conditions.
are linked to both individual and business 1,200
Illustrations of application of
performance. Executive pension levels 1,000
Remuneration Policy
are aligned with the majority pension
The graphs on this page seek to
contribution level applicable to the wider 800
demonstrate how pay outcomes may look
£’000s

UK workforce.
for the Executive Directors under various 600
Bonus performance scenarios, based on the
400
The Group operates an Annual Bonus Plan proposed Remuneration Policy for the
for employees that is aligned to the 2022/23 financial year. 200
Executive Directors’ Annual Bonus Plan and
based upon the Group achieving key targets 0
Minimum Target Maximum Maximum Actual
in that financial year. +50% share FY22
price growth

Base salary
Pension
Benefits
Bonus
LTIP

DWF Group plc | Annual Report and Accounts 2022 95

Governance

Remuneration continued

Assumptions for the scenario charts

Maximum (plus 50% share

Element Minimum On-target Maximum price growth)

Fixed pay • Base salary of £551,200 for CEO, £312,000 for COO and £332,800 for CFO.
• Pension of 7% of salary.
Annual bonus1 None 50% of maximum award 100% of maximum award 100% of maximum award
EIP 2
None 50% of maximum award 100% of maximum award 100% of maximum award

1 Maximum annual bonus for the CEO is 150% of salary, CFO and COO 100% of salary.

2 Maximum EIP award for the CEO is 175% of salary, CFO and COO 125% of salary.

Policy – Chair and Non-Executive Directors

The table below sets out the key elements of the Remuneration Policy for the Chair and Non-Executive Directors:

Objective and link Performance conditions

to strategy Operation Maximum limits and assessment

Chair The Chair has specific terms of In general, fee rises will be limited to No performance or recovery
To attract a Chair of engagement and his or her the level provided to employees of the provisions apply.
the Board with the remuneration is determined by the Group as a whole.
requisite skills and Committee within the limits set by the
In setting fees, the Committee looks at
experience to Articles of Association.
the fee levels of companies of broadly
contribute to the
The Chair receives no additional fees similar size and complexity.
strategy of the
for the membership of Board
Group and to review On an annual basis, the Committee
committees or for chairing them.
its implementation. will review the comparator groups to
The Committee reviews the fees of the ensure they appropriately reflect the
Chair annually taking into account the Group’s size, operations and business
following factors: complexities.
• the workload and level of The Company will pay reasonable
responsibility of the Chair under the expenses incurred by the Chair and
changing corporate governance may settle any tax incurred in relation
expectations of Shareholders and to these.
their representative bodies; and
The Articles of Association impose a
• the current market rate for fees for
limit on the aggregate annual sum
Chairs based on the comparators
that can be paid to the Chair and
used for the Executive Directors.
Non-executive Directors by way of
The Chair does not participate in any fees (excluding amounts payable
variable remuneration or benefits/ under any other Articles) of
pension arrangements. £2,000,000 or such larger amount
as the Company may by ordinary
resolution determine.

96 DWF Group plc | Annual Report and Accounts 2022

 Strategic report
Objective and link Performance conditions
to strategy Operation Maximum limits and assessment

NED fees All Non-Executive Directors have In general, fee rises will be limited to No performance or recovery
To attract Non- specific terms of engagement and the level provided to employees of the provisions apply.
Executive Directors their remuneration is determined by Group as a whole.
with the requisite the Board within the limits set by the
In setting fees, the Board looks at the
skills and experience Articles of Association.
fee levels of companies of broadly
to contribute to the

Governance
Each Non-Executive Director receives similar size and complexity.
strategy of the
a fee which relates to membership of
Group and to review On an annual basis, the Board will
the Board and additional fees are paid
its implementation. review the comparator groups to
for chairing committees. The Company
ensure they appropriately reflect the
reserves the flexibility to provide
Group’s size, operations and business
additional fees for committee
complexities.
membership and other responsibilities.
The Company will pay reasonable
In exceptional circumstances, fees
expenses incurred by the Non-

Financial statements
may also be paid for additional time
Executive Directors and may settle
spent on the Company’s business
any tax incurred in relation to these.
outside of the normal duties. Additional
payments may also be made to As stated above, the total fee limit to
Non-Executive Directors for time be paid to the Chair and Non-Executive
spent travelling on Company business. Directors by way of fees is £2,000,000.
The Board reviews the fees of the
Non-Executive Directors annually taking
into account the following factors:

Other information
• the workload and level of
responsibility of the Non-Executive
Directors under the changing
corporate governance expectations
of Shareholders and their
representative bodies; and
• the current market rate for fees
for Non-Executive Directors based
on the comparators used for the
Executive Directors.
Non-Executive Directors do not
participate in any variable remuneration
or benefits/pension arrangements.

Partner Director It should be noted that the role of Partner Director is viewed by the Board for the purposes of remuneration
as a Non-Independent Non-Executive Director. This approach was discussed and agreed by the majority
of independent Shareholders consulted at listing. A Partner Director represents the Partners of DWF, many of
whom are Shareholders, and is therefore a Shareholder representative on the Board. Partner Directors do not
currently receive any fees for their role on the Board as they are partners of DWF. The Committee retains the
discretion to pay fees to Partner Directors in line with the Policy for the other Non-Executive Directors set
out above.

DWF Group plc | Annual Report and Accounts 2022 97

Governance

Remuneration continued

Approach to recruitment remuneration

In making decisions about the remuneration arrangements for newly appointed Executives, the Committee is mindful of keeping grants
within moderate limits. Appointing high-calibre executives to the Board and to different roles on the Board is necessary to ensure the Group
is well positioned to develop and implement its strategy and deliver long-term value. The remuneration package for any new Executive
Director would be assessed following the same principles as for the current Executive Directors.
Where an existing employee is promoted to the Board, the Remuneration Policy would apply from the date of promotion but there would
be no retrospective application of the Remuneration Policy in relation to subsisting incentive awards or remuneration arrangements.
This separation is deemed appropriate given the partnership-style remuneration structure below Board. Accordingly, prevailing elements
of the remuneration package for an existing employee would be honoured and form part of the ongoing remuneration of the employee.
These would be disclosed to Shareholders in the following year’s Annual Report on Remuneration.
The Company’s detailed Remuneration Policy when setting remuneration for the appointment of new Executive Directors is summarised
in the table below:

Remuneration element Recruitment policy

Base salary The salary level will be set taking into account the responsibilities of the individual, experience and the salaries
and benefits paid to similar roles in comparable companies. The Committee will apply the Remuneration Policy set out on
salaries for the current Executive Directors in the Remuneration Policy table.
The Executive Director shall be eligible to receive benefits in line with DWF’s benefits policy as set out in the
Remuneration Policy table. Where necessary, the Remuneration Committee may approve the payment of legal
fees and other costs incurred by the individual in relation to their appointment.

Pension For any new Executive Director appointments, the pension contribution or allowance will be in line with the
majority pension contribution applicable to the wider UK workforce.

Bonus The new Executive Director will be eligible to participate in the Annual Bonus Plan, with performance targets and
weightings aligned to the Policy, and set at the discretion of the Remuneration Committee. Award levels may be
pro-rated according to the portion of the performance period which the Executive Director is in post for.
The maximum bonus opportunity is 150% of salary.

Long-term The new Executive Director will be eligible to participate in the EIP and granted an award at the next available
incentives grant date. The maximum normal EIP award is 200% of salary. In exceptional circumstances this may increase to
400% of salary for the first year of appointment. See page 95 for full details of when the Committee may exercise
its discretion to make an exceptional award. In the first year, the Remuneration Committee may set different
performance measures and targets for the EIP to those of the other Executive Directors, depending on the timing
and scope of any appointment.

Maximum variable In the normal operation of the Policy this will be 350% of salary. In exceptional circumstances in respect of the
remuneration year of appointment this may increase to 550% of salary (if an exceptional EIP award is granted).

‘Buy Out’ of The Remuneration Committee’s policy is not to provide replacement awards as a matter of course. However,
incentives should the Remuneration Committee determine that the individual circumstances of recruitment justified the
forfeited on provision of a replacement award, the value of any incentives or compensation arrangements that will be forfeited
cessation of on cessation of an Executive Director’s previous employment will be calculated taking into account the following:
employment
• the proportion of the performance period completed on the date of the Director’s cessation of employment;
• the performance conditions attached to the vesting of these incentives and the likelihood of them being
satisfied; and
• any other terms and conditions having a material effect on their value (‘lapsed value’).
The Remuneration Committee may then grant up to the same value as the lapsed value, where possible, under
the Company’s incentive plans. To the extent that it was not possible or practical to provide the buyout within
the terms of the Group’s existing incentive plans, a bespoke arrangement would be used.

Relocation policies If a new Executive Director is required to relocate in order to carry out their role, the Company may provide
one-off/ongoing benefits, for up to two years, to reflect the cost of relocation for the new Executive Director
in cases where they are expected to spend significant time away from their country of domicile.
The level of the relocation package will be assessed on a case by case basis but will take into consideration
any cost of living differences/housing allowance and schooling for dependent children.

The Company’s policy when setting fees for the appointment of a new Chair or Non-Executive Directors is to apply the policy which applies
to the current Chair or Non-Executive Directors.

98 DWF Group plc | Annual Report and Accounts 2022

Payments for loss of office

Strategic report
When determining any loss of office payment for a departing Director, the Committee will always seek to minimise the cost to the Company
whilst complying with the contractual terms and seeking to reflect the circumstances in place at the time. The Committee reserves the right
to make additional payments where such payments are made in good faith in discharge of 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 an
Executive Director’s office or employment.
The table below sets out the Company’s termination policy for each element of total remuneration. For each element the table also sets out
the boundaries of Committee discretion.

Governance
Remuneration element Approach

General The Remuneration Committee will honour Executive Directors’ contractual entitlements. Service contracts do not
contain liquidated damages clauses. If a contract is to be terminated, the Remuneration Committee will determine
such mitigation as it considers fair and reasonable in each case. There are no contractual arrangements that
would guarantee a pension with limited or no abatement on severance or early retirement. There is no agreement
between the Company and its Directors or employees, providing for compensation for loss of office or employment
that occurs because of a takeover bid. The Remuneration Committee reserves the right to make additional
payments where such payments are made in good faith in discharge of an existing legal obligation (or by way of

Financial statements
damages for breach of such an obligation); or by way of settlement or compromise of any claim arising regarding
the termination of an Executive Director’s office or employment.

Base salary In the event of termination by the Company, there will be no compensation for loss of office due to misconduct
and benefits or normal resignation.
Base salary and benefits will be paid over the notice period and may be provided as a lump sum payment in lieu
of notice.

Other information
Pension Pension contributions or payments in lieu of pension contribution will be made during the notice period and may
be provided as a lump sum payment in lieu of notice.

Annual bonus Good leaver reason

Performance conditions will usually be measured at the bonus measurement date. Bonus will normally be
pro-rated for the period worked during the financial year.
Other reason
No bonus will be payable for year of cessation.
Discretion
The Remuneration Committee has the following elements of discretion:
• To determine that an Executive Director is a good leaver. It is the Remuneration Committee’s intention to only
use this discretion in circumstances where there is an appropriate business case which will be explained in full
to Shareholders.
• To determine whether to pro-rate the bonus for time. The Remuneration Committee’s normal policy is that
it will pro-rate for time. It is the Remuneration Committee’s intention to use discretion to not pro-rate in
circumstances where there is an appropriate business case which will be explained in full to Shareholders.
• To pay the bonus to a good leaver wholly in cash.
Remuneration element • In determining the level of bonus to be paid, the Remuneration Committee may, at its discretion, take into
Approach
account performance up to the date of cessation or over the financial year as a whole based on appropriate
EIP – LTIP awards Good leaver reason
performance measures as determined by the Remuneration Committee.
Pro-rated for time and performance in respect of each subsisting LTIP award.
Deferred Other reasonreason
Good leaver
share awards Lapse of any unvested
All subsisting LTIP awards.
deferred share awards will vest.
Discretion
Other reason
The Committee
Lapse has thedeferred
of any unvested followingshare
elements of discretion:
awards.
•Discretion
To determine that an executive is a good leaver. It is the Remuneration Committee’s intention to only use
this
The discretion in Committee
Remuneration circumstances
haswhere there iselements
the following an appropriate business case which will be explained in full
of discretion:
to Shareholders.
• To determine that an Executive Director is a good leaver. It is the Remuneration Committee’s intention to only
• To measure performance over the original performance period or at the date of cessation. The Remuneration
use this discretion in circumstances where there is an appropriate business case which will be explained in full
Committee will make this determination depending on the type of good leaver reason resulting in the cessation.
to Shareholders.
• To determine to vest the LTIP award at the end of the original performance period or at the date of cessation.
• To vest deferred shares at the end of the original deferral period or at the date of cessation. The Remuneration
The Remuneration Committee will make this determination depending on the type of good leaver reason
Committee will make this determination depending on the type of good leaver reason resulting in the cessation.
resulting in the cessation.
• To determine whether to pro-rate the maximum number of shares to the time from the date of grant to the date
• To determine whether the holding period will apply including whether in full or in part.
of cessation. The Remuneration Committee’s normal policy is that it will not pro-rate awards for time. The
• To determine whether to pro-rate the maximum number of shares to the time from the date of grant to the
Remuneration Committee will determine whether or not to pro-rate based on the circumstances of the
date of cessation. The Remuneration Committee’s normal policy is that it will pro-rate awards for time. It is the
Executive Director’s departure.
Remuneration Committee’s intention to use discretion to not pro-rate in circumstances where there is an
appropriate business case which will be explained in full to Shareholders.

DWF Group plc | Annual Report and Accounts 2022 99

Governance

Remuneration continued

Definition of ‘good leaver’ under the Group’s incentive plans

A good leaver reason is defined as cessation in the following circumstances:
• death;
• ill health;
• termination of a participant’s membership in DWF Law LLP or DWF LLP in breach of the relevant constitutional deed;
• any reason, permitted by the Committee in its absolute discretion in any particular case (except where termination is for dishonesty,
fraud, misconduct or other circumstances justifying summary dismissal) which may include:
• injury or disability;
• redundancy;
• retirement (in agreement with the Company);
• employing company ceasing to be a Group company; and
• transfer of employment to a company which is not a Group company.
Cessation of employment in circumstances other than those set out above is cessation for other reasons.
Change of control

Element Treatment on change of control

Annual bonus Pro-rated for time and performance to the date of the change of control.
The Remuneration Committee has discretion regarding whether to pro-rate the bonus for time. The Committee’s
normal policy is that it will pro-rate the bonus for time. It is the Committee’s intention to use its discretion to not
pro-rate in circumstances only where there is an appropriate business case which will be explained in full
to Shareholders.

Deferred Subsisting deferred share awards will vest on a change of control.

share awards
The Remuneration Committee has discretion regarding whether to pro-rate the awards for time. The Remuneration
Committee’s normal policy is that it will not pro-rate awards for time. The Remuneration Committee will make this
determination depending on the circumstances of the change of control.

EIP – The number of shares subject to subsisting LTIP awards will vest on a change of control, pro-rated to time
LTIP awards and performance.
The Remuneration Committee has discretion regarding whether to pro-rate the LTIP awards for time. The
Committee’s normal policy is that it will pro-rate the LTIP awards for time. It is the Committee’s intention to use
its discretion to not pro-rate in circumstances only where there is an appropriate business case which will be
explained in full to Shareholders.

100 DWF Group plc | Annual Report and Accounts 2022

Consideration of employment conditions elsewhere in the Group

Strategic report
The Remuneration Committee also gives consideration to pay and employment conditions in the rest of the Group, including any base salary
increases awarded. The Committee is provided with data on the remuneration structure for management level tiers below the Executive
Directors, and uses this information to ensure consistency of approach throughout the Group.
Whilst the Remuneration Committee takes into account the pay and conditions of the wider workforce, the Company did not consult with
employees when developing the Remuneration Policy and undertook no specific engagement with the wider workforce to explain how
executive remuneration aligns with wider Group pay policy. This was not considered necessary due to the minor nature of the changes to
the Remuneration Policy.
Consideration of Shareholders views

Governance
The Remuneration Committee carefully considers the views of the Shareholders and carried out extensive consultation with key
Shareholders when it proposed its first Remuneration Policy to Shareholders in 2019. Shareholders views are considered when evaluating
and setting remuneration strategy and the Remuneration Committee commits to consulting with key Shareholders prior to any significant
changes to the Remuneration Policy.
Given no substantive changes are proposed to the Policy this year, the Committee wrote to key Shareholders prior to the finalisation of the
Policy to notify them of the limited proposed changes and to give them an opportunity to feed back any views. The Committee also regularly
reviews the policy in the content of published Shareholder guidelines.
Service contracts

Financial statements
Details of the service contracts or letters of appointment for the Directors are included in a table on page 109.
When setting notice periods for Executive Directors, the Committee has regard to market practice and corporate governance best practice.
Notice periods will not be greater than 12 months.
The Company’s practice is to appoint the Chair and Non-Executive Directors under letters of appointment. The current appointment is
for a term of three years. However, the appointment of the Chair can be terminated early by either party on three months’ notice in writing.
The appointment of each of the Non-Executive Directors can be terminated early by either party on one month’s notice in writing.
All service contracts and letters of appointment are available for viewing at the Company’s registered office. In line with best practice,

Other information
all Directors are subject to annual re-election at the Company’s Annual General Meeting.

DWF Group plc | Annual Report and Accounts 2022 101

Governance

Remuneration continued

Remuneration – At a glance
This section of the Directors’ Remuneration report provides an overview of:
• the business context and how our incentive performance measures align to our strategy;
• remuneration outcomes for FY2021/22; and
• Remuneration Policy operation in FY2021/22 and intended implementation in FY2022/23.

Business context and how our incentive performance measures align to our strategy
Business context
We delivered a year of record results in FY2021/22 with net revenue growth of 4% and L4L net revenue growth of 7% and a return to a statutory
profit before tax of £22m. Adjusted profit before tax of £41m was in line with market expectations and has grown 21% compared to the prior year.
It was particularly pleasing to see each division delivering both net revenue and gross profit margin growth in FY2021/22 compared with the prior
year. The Group continued to reduce its cost to income ratio to 38% compared with 39% in the prior year as we continue to execute the strategy of
sustainable growth. The Group sees opportunity to execute further actions to control costs, with the premises strategy and various back-office
initiatives offering protection from future inflationary pressures and macro-economic headwinds. Lock-up days have reduced by five days to 179
days, as we continue to implement operational improvements. Net debt has increased to £72m in the year as a result of settling remaining
COVID-19 VAT deferrals and deferred consideration from acquisitions.
How our incentive performance measures align to our strategy
The implementation of our strategy (as outlined on pages 14 and 15) for FY2021/22 was measured against certain KPIs (set out in the table below).
The Committee continually considers the performance measures we use for our incentives, to ensure they support the delivery of our strategy.

Our strategic priorities

How we compete Where we compete Our enablers

Doing things differently: Understanding our clients: Through Engaging our people: We are embedding a culture of open,
We continue to talk to our clients about a ‘one team’ approach we aim to grow transparent and honest communication to further increase
our strategic differentiator – our delivery the number and contribution of our engagement across the business. By doing the right work, in
of integrated legal and business services institutional client relationships, the right place through the right people, we will drive greater
through any combination of Legal extending those relationships into new profitability and therefore deliver greater reward and incentivisation
Advisory, Mindcrest and Connected jurisdictions and practice areas. We will for our strong performers. We recruit, retain and develop people
Services – whilst also leveraging our do this through our enhanced customer aligned to our values, improving diversity and agility.
ability to identify new innovative products value proposition. Governance, risk and compliance: The legal market is changing
and services based around current and Geography: We will strengthen in priority and we need to adapt and evolve as the world continues to emerge
emerging client needs. We are beginning locations through M&A, associations and from COVID-19. We have defined our culture and values, our
to pivot the right work to Mindcrest recruitment. We create channels for partner and employee value proposition, including our commitment
to provide an enhanced client service. greater collaboration to bring all of the to Diversity & Inclusion, and our global ways of working. We have
strengths within our business to help also developed our Group Risk Taxonomy and focused on
support our clients. excellence through our Behaviours Framework, Code of Conduct
Services: We continue to invest and DWF Academy.
in our Legal Advisory capabilities, Infrastructure: We ensure that we remain operationally efficient
but we will also scale our Mindcrest through our business, with the right infrastructure and services that
platform and seek new ways of are robust and scalable for future growth. We actively manage our
introducing our clients to Mindcrest cost base and lock-up days and have introduced better controls on
and Connected Services globally. pricing and cost.

Our key performance indicators:

Financial

Underlying Net
Net Gross Cost Adjusted (Loss)/ Free
organic net Adjusted Adjusted revenue Lock-up
revenue profit to income profit profit cash Net debt
revenue EBITDA diluted EPS per days
growth margin ratio before tax before tax flow
growth partner

Non-financial

% Black, Asian and Minority

% Executive Board % senior leadership
Net promoter score Engagement survey score Ethnic (‘BAME’) representation
roles held by women positions held by women
in senior leadership positions

Annual bonus Long-term incentives

Adjusted PBT: Ensures focus on profitable growth. Is a key measure of EPS: Links reward to ‘in-year’ underlying equity returns to Shareholders
organic growth and is linked to Shareholder value ROCE: Promotes disciplined capital allocation by linking reward to
Lock up: Ensures focus and effective management of working capital and investment return. Supports the strategy of growth, both organic and
efficient billing processes through acquisitions. Ensures focus on the efficiency by which earnings
ESG objectives: Ensures focus on the delivery of stakeholder value and are generated
encourages sustainable business practices Cash conversion: Supports focus on cash collection
Strategic and operational objectives: Ensures focus on key strategic and
operational objectives to deliver Shareholder value. Designed to ensure the
Executive Directors focus on operational efficiencies, manage risk effectively,
remain client-focused, and are required to drive employee engagement

102 DWF Group plc | Annual Report and Accounts 2022

Remuneration arrangements for FY2022/23 – At a glance

Strategic report
Element Operation in FY2021/22 Intended operation in FY2022/23
Base salary CEO £530,000 CEO £551,200
CFO £320,000 CFO £332,800
COO £300,000 COO £312,000
Average employee (includes partners) rise 5.65% 1 The Executive Directors received a 4% pay rise
Fixed pay

with effect from 1 May 2022.

Benefits In line with policy No change
Pension In line with policy: No change

Governance
CEO 7% of salary
CFO 7% of salary
COO 7% of salary

Annual bonus In line with policy Following discussions by the Remuneration

Maximum opportunity: Committee on the most appropriate weighting
for targets this year, performance conditions
CEO: 150% of salary will be weighted as follows:
CFO: 100% of salary
COO: 100% of salary 70% financial metrics including adjusted PBT

Financial statements
and lock-up days, with adjusted PBT
Performance conditions and weightings: accounting for 50% and lock-up days 20%
70% adjusted PBT 20% strategic and operational objectives
30% strategic and operational objectives 10% ESG objectives
Weightings and targets of performance conditions are reviewed annually, as well The actual performance targets set are not
as any bonus outcomes and strategic and operational objectives. disclosed at the start of the financial year, as
See page 105 for details of the performance targets, their level of achievement they are considered commercially sensitive.
and the corresponding bonus earned by the Executive Directors. These will be reported and disclosed
The Annual Bonus Plan contains malus and clawback provisions. Full details are retrospectively at the end of the year in order

Other information
set out on page 95. for Shareholders to assess the basis for any
bonus paid.
LTIPs (made Maximum opportunity: Following discussions by the Remuneration
through the EIP) CEO: 175% of salary Committee on the most appropriate weighting
CFO: 125% of salary for targets this year, performance conditions
COO: 125% of salary will be weighted as follows:
Variable pay

Measures and weightings: Cumulative three-year EPS (33% weighting)

Cumulative three-year EPS (40% weighting): EPS was considered to be an Average annual ROCE (33% weighting)
appropriate performance condition to use for the LTIP given the investment case Average cash conversion (33% weighting)
made at IPO on earnings growth, and is simple and well understood by investors. The Committee is presently reviewing the
Average annual ROCE (40% weighting): ROCE was considered to be an targets to ensure they are sufficiently
appropriate performance condition to use to support the strategy of growth, stretching and will finalise these prior to the
both organic and through acquisitions, and to focus on the efficiency by which grant being made. The targets will be disclosed
earnings are generated. by way of RNS when the awards have
Average cash conversion (20% weighting): Cash conversion was considered to be been granted.
an appropriate performance condition as improving cash conversion was a key No change has been made to the maximum
focus of the strategy set out in the prospectus. opportunity for the Executive Directors.
See table on page 107 for details of the performance conditions and targets.
The EIP contains clawback and malus provisions. Full details are set out
on page 95.
Shareholding Executive Directors are required to hold 100% of their pre-cessation No change
requirements shareholding requirement (or actual shareholding, if lower) for two years
following their cessation of employment.
Chair and • Chair of the Board: £170,000 per annum No change
Non-Executive • Non-Executive Director: £65,000 per annum
Director fees 2 • Deputy Chair of the Board (additional): £20,000 per annum
• Senior Independent Non-Executive Director (additional): £10,000 per annum
• Committee Chair (additional): £7,500 per annum
• Partner Director3: £0 per annum

Notes
1 The average employee rise of 5.65% is the Group average figure for eligible employees excluding Mindcrest employees in the US and India, and RCD employees in Spain.
2 In accordance with the Articles of Association of the Company, fees paid to Directors shall not exceed in aggregate £2,000,000 per annum.
3 The position of Partner Director is designated by the Board as a Non-Independent, Non-Executive Director position. A Partner Director represents the partners of DWF
Law LLP and DWF LLP and is therefore a partner Shareholder representative on the Board. Partner Directors do not receive any fees for the position on the Board
because their remuneration is as a member of DWF Law LLP or DWF LLP (determined by his or her ‘home office’), and in some circumstances also by way of a limited
salary as an employee of DWF Connected Services Holdings Limited.

DWF Group plc | Annual Report and Accounts 2022 103

Governance

Remuneration continued

Remuneration outcomes for FY2021/22 – At a glance

Directors’ Remuneration for the year ended 30 April 2022
Certain details set out on pages 106 to 111 of this Directors’ Remuneration report have been audited by the Auditor. These details
have been identified as ‘audited’ where appropriate.
Single total figure of remuneration (audited)
The table below sets out the single total figure of remuneration paid to each Director of the Company. Figures provided have been
calculated in accordance with the UK disclosure requirements: the Large and Medium-Sized Companies and Groups (Accounts and Reports)
(Amendment) Regulations 2013 (Schedule 8 to the Regulations).
It is the Committee’s view that it is important, when considering the remuneration paid in the year under the single figure, to take a holistic
view of the Executive Directors’ total remuneration linked to the performance of the Company. In the Committee’s opinion, the impact on
the total remuneration of the Executive Director is more important than the single figure in any one year. This approach encourages
Executive Directors to take a long-term view of the sustainable performance of the Company. The ability for the Executive Directors to gain
and lose, in alignment with Shareholders, dependent on the share price performance of the Company at a level which is material to their
total remuneration, is a key facet of the Remuneration Policy.
Salary/ Taxable Total Total
fees benefits1 Bonus2 LTIP3 Pensions6 Other Total fixed variable
£ £ £ £ £ £ £ £ £
FY 21/22 20/21 21/22 20/21 21/22 20/21 21/22 20/21 21/22 20/21 21/22 20/21 21/22 20/21 21/22 20/21 21/22 20/21

Executive Directors
Sir Nigel
Knowles 4 530,000 487,896 3,754 4,214 221,680 295,000 N/A N/A 37,100 34,151 N/A N/A 792,534 821,261 570,854 526,261 221,6802 295,000
Chris
Stefani 320,000 320,000 4,693 4,584 221,680 295,000 124,0345 N/A 21,8016 21,851 N/A N/A 692,208 641,435 346,494 346,435 345,7142 295,000
Matthew
Doughty7 300,000 157,955 5,208 2,380 221,680 158,000 N/A N/A 21,0006 11,520 N/A N/A 547,888 329,855 326,208 171,855 221,6802 158,000
Andrew
Leitherland8 N/A 44,167 N/A 264 N/A N/A N/A N/A N/A 3,092 N/A N/A N/A 47,523 N/A 47,523 N/A N/A
Non-Executive Directors
Sir Nigel
Knowles 4 N/A 15,873 N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A 15,873 N/A 15,873 N/A N/A
Jonathan
Bloomer 9 170,000 127,500 N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A 170,000 127,500 170,000 127,500 N/A N/A
Chris
Sullivan10 95,000 90,000 N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A 95,000 90,000 95,000 90,000 N/A N/A
Luke
Savage11 72,500 72,500 N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A 72,500 72,500 72,500 72,500 N/A N/A
Tea
Colaianni11 72,500 72,500 N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A 72,500 72,500 72,500 72,500 N/A N/A
Sam
Tymms11 72,500 72,500 N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A 72,500 72,500 72,500 72,500 N/A N/A
Vin Murria12 N/A 42,493 N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A 42,493 N/A 42,493 N/A N/A

Notes
1. Taxable benefits for the CEO, CFO and COO comprise private medical insurance for the Executive Director and their spouse or civil partner as well as any dependent
children, permanent health insurance, and life assurance up to four times salary (up to £1m).
2. Bonus is paid 50% in cash and 50% in shares. The aggregate total bonus outcome of £665k was distributed equally between the three Executive Directors as described
on page 105.
3. LTIPs are made through the Equity Incentive Plan (‘EIP’). Further details can be found on page 93.
4. Sir Nigel Knowles stepped down as Chair of the Board on 29 May 2020 on his appointment as CEO and the respective remuneration for each role is separated out in
the table accordingly.
5. Chris Stefani’s LTIP consisting of 336,134 shares is due to vest on 27 August 2022, with 41% performance conditions achieved. A £0.90 share price at vest has
been assumed.
6. The pension paid to the CFO was partly paid directly into the Company provided pension scheme with an additional amount paid as a cash allowance. Together these
payments were equivalent to 7% of the CFO’s salary. There was a slight underpayment made to the CFO in FY2020/21 of £549 due to a change in the HMRC rules
around tapered allowance and this was rectified in FY2021/22. The pension paid to the CEO and COO is paid as a cash allowance due to life time allowance limits and
annual allowance limits.
7. Matthew Doughty was appointed as COO on 22 October 2020 and the table shows his remuneration from that date.
8. Andrew Leitherland stepped down as CEO on 29 May 2020 and the table shows his remuneration up to that date.
9. Jonathan Bloomer was appointed Chair of the Board on 1 August 2020 and the table shows his fees from that date.
10. Fees paid to Chris Sullivan include Non-Executive Director fees and Senior Independent Non-Executive Director fees from the beginning of the period. On 1 August
2020, Chris was appointed Deputy Chair of the Board and the table includes his additional remuneration for that role from that date. Further details can be found on
page 97.
11. Fees include Non-Executive Director fees and fees for the chairing of committees. Further details can be found on page 97.
12. Vin Murria stepped down as a Non-Executive Director on 30 December 2020 and the tables show her fees up to that date. She therefore did not receive any fees during
the FY2021/22.
13. The position of Partner Director is designated by the Board as a Non-Independent, Non-Executive Director position. A Partner Director represents the partners of DWF
Law LLP and DWF LLP and is therefore a partner Shareholder representative on the Board. Partner Directors do not receive any fees for the position on the Board
because their remuneration is as a member of DWF Law LLP or DWF LLP (determined by his or her ‘home office’), and in some circumstances also by way of a limited
salary as an employee of DWF Connected Services Holdings Limited. Michele Cicchetti provides qualifying services to the Group through his position as country
managing partner of Italy, Michele’s remuneration in respect of these qualifying services was £418,417 (2020/21: £82,760). His remuneration for FY20/21 is pro-rated
from commencement of his appointment to the Board. Seema Bains does not provide qualifying services to the Group including to the subsidiaries as she does not
hold any management roles as a member of DWF Law LLP and hence no remuneration is disclosed.

104 DWF Group plc | Annual Report and Accounts 2022

Bonus for the financial year ended 30 April 2022 (audited)

Strategic report
Bonus outcome for each Director
Threshold Target Maximum Weighting
performance performance performance (based on
Performance required required required Actual 100% Sir Nigel Chris Matthew
condition (20% of max) (50% of max) (100% of max) performance maximum) Knowles Stefani Doughty

Adjusted PBT £39.7 m £41.8m £43.9m £41.3m 70% 27% 27% 27%
Lock-up days 173 days 179 days 10% 0% 0% 0%
Strategic and operational objectives See details on page 106 100% 20% 20% 20% 20%

Governance
objectives
met
Percentage of maximum 47% 47% 47%
performance achieved
Actual annual bonus achieved2

Calculated total bonus outcome 1

£374k £150k £141k
comprising:

Financial statements
– Cash1 £187k £75k £71k
– Deferred shares 1
£187k £75k £71k
Total bonus outcome as a percentage of salary 70.6% 46.9% 47.0%
Actual annual bonus paid3

Aggregate total bonus outcome1 £665k

Individual share of aggregate total bonus outcome 1
£221k £221k £221k
comprising:

Other information
– Cash £111k £111k £111k
– Deferred shares £111k £111k £111k
Individual share of aggregate total bonus outcome as a 41.7% 69.1% 73.7%
percentage of salary

Notes
1 Rounded to the nearest £1k.

2 Maximum bonus opportunity for the CEO was 150% of salary and for each of the CFO and COO was 100% of salary.

3 The aggregate total bonus outcome of £665,000 was distributed equally between the three Executive Directors as described on page 84.

4 Payment of all elements of the bonus was subject to achievement of the threshold adjusted PBT target.

5 Payment of the deferred element of the bonus is subject to employment conditions and deferred for three years.

DWF Group plc | Annual Report and Accounts 2022 105

Governance

Remuneration continued

Details of strategic and operational objectives for FY2021/22

The strategic and operational objectives are made up of a number of personal weighted objectives for specific matters to be achieved
during the financial year to safeguard the business and contribute to, or form, the essential financial and strategic priorities and outcomes.
The Executive Directors performed strongly across their personal weighted objectives, which were fully achieved, as described below:
Executive Director

Sir Nigel Knowles Clients (33% weighting) ESG (33% weighting) Growth (33% weighting)
(CEO)
Objective Embed and deliver our vision Finalise and communicate our Identify growth opportunities
through our Integrated Legal Global ESG strategy to 2030 including M&A and new
Management (ILM) approach associations
with a focus on Mindcrest
Outcome • ILM revenue increased from • ESG has been a key area of • We entered into an exclusive
£116.5m in FY21 to £139.9m in communication since the association in Saudi Arabia
FY22 which was a growth rate launch of the new ESG and established a Regional
of 20%, being more than the Strategy in December 2021 headquarters there also.
budgeted rate of growth of 7%. and messaging has been
• An exclusive association with
• Achieved, as at the end of FY22 embedded into key policies
NGA in Portugal has been
we have 50 clients billing £1m+. and procedures, HR strategy
signed, and we have
• Achieved, GAT clients continue and our website.
strengthened our Iberian
to outperform the average
CMA offering through an
client. As at end of FY22, YOY
association with RTS in Spain.
growth for this client set
was 20.4%. • We have hired an insurance
litigation partner on a cost
share basis with Hauzhen in
Hong Kong and finalised terms
for an association agreement
which was signed in May 2022.
Attainment 33% 33% 33%
Chris Stefani Debt Funding (33% weighting) ESG (33% weighting) Cost Reduction (33% weighting)
(CFO)
Objective Achieve a successful re-financing Agree science based targets that Identify and enact operational
of the Group’s revolving credit align with our strategy efficiencies in the Finance
facility function
Outcome • Executed new RCF agreement • Cost to income ratio is • An action plan was developed
on improved commercial terms delivered in line with budget, • Discovery was undertaken
as compared to the current RCF reflecting appropriate and external providers were
(positive) ESG strategy impact consulted where required
on overheads. • Implementation has
commenced

Attainment 33% 33% 33%

Matthew Doughty ESG – D&I ESG – Governance, Risk and Operating Model (33% weighting)
(COO) (33% weighting) Compliance (33% weighting)
Objective Build a diverse and inclusive Embed a stronger understanding Continue to scale up the
organisation by driving the D&I of our values, risk appetite and Mindcrest division and develop
targets in relation to female and ESG agenda with an increased plans for the pivot of more work
ethnic minorities represented focus on risk management from Legal Advisory
across the business
Outcome • D&I targets have since been • Risk registers embedded • The project is currently in the
replaced by our new D&I across the Group process of being implemented
targets to be achieved by 2025. • Improvements to client • This will include ongoing
• At 30 April 2022 we had onboarding in the process consultation with clients
achieved the following results: of roll out • The benefits of this project
• Senior female leadership • Training delivered to address will be seen in FY23, increasing
at 28.9%. particular risk issues identified in FY24
• Senior ethnic minority at 4.3%.
Attainment 33% 33% 33%

106 DWF Group plc | Annual Report and Accounts 2022

Vesting of 2019 long-term incentive award

Strategic report
The three-year performance period for the EIP award granted on 27 August 2019 ended on 30 April 2022. The formulaic outcome of
the performance conditions was 41% vesting (as detailed below). The Remuneration Committee assessed this outcome and deemed it
appropriate in the context of overall business performance over the performance period.
Threshold Target Maximum
Performance condition (20% vesting) (50% vesting) (100% vesting) Actual Performance Total % Vesting

Cumulative Three-Year EPS (40% weighting) 38.1 pence 42.2 pence 46.4 pence 21.4 pence 0%
Average Annual ROCE (40% weighting) 29.5% 32.8% 36.1% 33.0%1 21%
Average Cash Conversion (20% weighting) 78% 87% 96% 131% 20%

Governance
Notes
1 The Committee used a pre-IFRS 16 basis for ROCE when assessing the achievement of the ROCE target for the 2019 LTIP. This basis has been adopted to ensure
performance against the ROCE target was measured consistently over the entire LTIP performance period as the ROCE target was initially set on a pre-IFRS 16 basis.
This approach therefore provides a ‘like for like’ comparison

Long-term incentive awards made in the financial year ended 30 April 2022
LTIP awards, which are conditional share awards made through the EIP, were granted to the Executive Directors on 17 August 2021.
Executive Director Award date % of salary Shares granted Face value1

Financial statements
Sir Nigel Knowles (CEO) 17 August 2021 175% 819,346 £927,500
Chris Stefani (CFO) 17 August 2021 125% 353,356 £400,000
Matthew Doughty (COO) 17 August 2021 125% 331,272 £375,000

Notes
1 Based on the five-day Volume weighted average price share price of the Company of £1.132 as at 17 August 2021.

These LTIP awards have a three-year performance period to the end of the 2024/25 financial year and following vesting are subject to a
two-year holding period.

Other information
The following table sets out the performance conditions and targets:
Threshold Target Maximum
Performance condition and percentage of award opportunity (20% vesting) (50% vesting) (100% vesting)

Cumulative Three-Year EPS (40% weighting) 33.8 pence 37.6 pence 41.3 pence
Average Annual ROCE (40% weighting) 26% 29% 32%
Average Cash Conversion (20% weighting) 82% 91% 101%

* Straight-line vesting applies between these points.

No other awards were made to Executive Directors during the year.

Achievement of shareholding guidelines as at 30 April 2022
The following chart illustrates the achievement of the shareholding guidelines by the Executive Directors as at 30 April 2022, against the
minimum shareholding requirement under the Remuneration Policy (see page 94 for a detailed breakdown). The chart is designed to
illustrate the value of their shareholding as a percentage of base salary. Their shareholding for these purposes does not include unvested
LTIP awards. For full information on all Directors’ interests in shares, see the table on page 108.
Achievement of shareholding Achievement of shareholding
guidelines beginning of FY2021/22 guidelines end of FY2021/22
Executive Director Base salary Number Value1 Number Value2

Sir Nigel Knowles (CEO) £530,000 2,667,211 £2,219,120 2,677,211 £2,944,932

Chris Stefani (CFO) £320,000 1,032,814 £859,301 928,0973 £1,020,907
Matthew Doughty (COO) £300,000 2,669,421 £2,220,958 2,669,421 £2,936,363

Notes
1 Based on share price of the Company as at 30 April 2021 of £0.832.

2 Based on share price of the Company of £1.10 as at 29 April 2022.

3 On 21 July 2021, restricted shares from Chris Stefani’s IPO award vested and he sold 104,717 shares to cover tax liabilities.

DWF Group plc | Annual Report and Accounts 2022 107

Governance

Remuneration continued

Annual Report on Remuneration

The following table sets out where in the Remuneration report the information can be found or where it is not relevant a statement to
that effect:
Information Page

Single figure of remuneration for each Executive Director 104

Share interests awarded during FY2021/22 107
Payment to past Directors 109
Statement of Directors’ shareholding and share interests 108
Percentage change in remuneration of Directors and all employees (including partners) 113
Pay ratio information in relation to the total remuneration of the Director undertaking the role of the CEO 111
Statement of the Implementation of the Remuneration Policy in FY2022/23 103
Consideration of matters relating to Directors’ remuneration 88 and 89
Statement of voting at General Meeting 109

Relative importance of spend on pay

The table below shows the percentage change in total salary costs and Shareholder distributions (i.e. dividends) from the financial year ended
30 April 2021 to the financial year ended 30 April 2022. There have been no changes between 30 April 2022 and the date of this report.
FY2020/21 FY2021/22
£m £m Change %

Shareholder distributions paid in the year 1

6.5 13.5 107.6
Total remuneration cost 2 210.8 218.2 3.5

Notes
1 Dividends paid per year is defined in note 7 of the financial statements.

2 Total remuneration cost is defined in note 25 of the financial statements.

Directors’ share interests (audited)

The Directors’ interests in shares as at 30 April 2022 are provided below. There have been no changes between 30 April 2022 and the date
of this report.
Number of Value of shares Shares Shares not
shares beneficially subject to subject to
beneficially owned as a % Shareholding Deferred Bonus performance performance Total interest
owned salary/fees1 guidelines Plan Shares2 conditions conditions in shares

Executive Directors
Sir Nigel Knowles 2,677,211 556% 250% 130,300 2,122,380 0 4,929,891
Chris Stefani 928,0973 319%3 200% 130,300 1,251,445 0 2,309,842
Matthew Doughty 2,669,421 979% 200% 130,229 858,105 0 3,657,825
Non-Executive Directors
Jonathan Bloomer 40,000 N/A N/A N/A N/A N/A 40,000
Chris Sullivan 409,836 N/A N/A N/A N/A N/A 409,836
Luke Savage 32,693 N/A N/A N/A N/A N/A 32,693
Tea Colaianni 49,180 N/A N/A N/A N/A N/A 49,180
Sam Tymms 0 N/A N/A N/A N/A N/A 0
Seema Bains 1,400,000 N/A N/A N/A N/A N/A 1,400,000
Michele Cicchetti 1,531,379 N/A N/A 56,349 33,0004 125,5175 1,746,245

Notes
1 Calculated using the share price of £1.10 on 30 April 2022.

2 These Deferred Bonus Plan Share awards represent 50% of the bonus awarded for the period up to 30 April 2021. For the purposes of this award, the volume weighted
average price for the 5 days immediately preceding the date of grant of £1.132 was used.

3 On 21 July 2021, the second tranche of Chris Stefani’s IPO award vested and he sold 104,717 shares to cover tax liabilities.

4 This relates to an award granted to Michele Cicchetti before he was appointed as Partner Director. The award vests over five years in ten equal tranches, five tranches
on employment and five on performance. The second two tranches vested on 27 August 2021.

5 This is a conditional award over 156,897 ordinary shares granted to Michele Cicchetti on 14 January 2021, which will vest over five years in equal tranches and are
not subject to performance conditions. This award is unrelated to his role as Partner Director for which he receives no remuneration as described on page 104.
The first tranche of 31,380 ordinary shares vested on 9 December 2021.

108 DWF Group plc | Annual Report and Accounts 2022

Service contracts or letters of appointment

Strategic report
The following table provides details of the service contracts or letters of appointment for the Directors. All service contracts and letters
of appointment are available for viewing at the Company’s registered office. In line with best practice, all Directors are subject to annual
re-election at the Company’s AGM. The Chair of the Board and the Independent Non-Executive Directors are appointed subject to
re‑appointment at the AGM for an initial term of three years commencing on the admission of the shares to trading on the London Stock
Exchange. The initial period of three years is renewable by one additional period of three years and renewable thereafter at the discretion
of the Company. Partner Director letters of appointment provide that their duties as a Director are subject to their professional duties as
solicitors authorised by the SRA or equivalent regulatory authority.
Notice period by
Date appointed Expiry date Company or Director

Governance
Executive Directors
Sir Nigel Knowles 29 May 2020 Rolling service contract with no fixed expiry date. 12 months
Chris Stefani 10 September 2018 Rolling service contract with no fixed expiry date. 12 months
Matthew Doughty 22 October 2020 Rolling service contract with no fixed expiry date. 12 months
Non-Executive Directors
Jonathan Bloomer 1 August 2020 Rolling letter of appointment for an initial term of three years with 3 months

Financial statements
no fixed expiry date.
Chris Sullivan 1 November 2018 Rolling letter of appointment for an initial term of three years with 1 month
no fixed expiry date.
Luke Savage 1 November 2018 Rolling letter of appointment for an initial term of three years with 1 month
no fixed expiry date.
Tea Colaianni 1 November 2018 Rolling letter of appointment for an initial term of three years with 1 month
no fixed expiry date.

Other information
Sam Tymms 1 December 2018 Rolling letter of appointment for an initial term of three years with 1 month
no fixed expiry date.
Seema Bains 22 October 2020 Rolling letter of appointment for an initial term of up to three years 1 month
with no fixed expiry date. The Partner Director is not entitled to
receive a fee for undertaking the role.
Michele Cicchetti 22 October 2020 Rolling letter of appointment for an initial term of up to three years 1 month
with no fixed expiry date. The Partner Director is not entitled to
receive a fee for undertaking the role.

Payments to past Directors/payments for loss of office (audited)

During FY21/22 Andrew Leitherland was paid a total of £47,815. This payment was the final monthly tranche of his payment in lieu of notice, as
disclosed on page 106 of last year’s Remuneration report, and was paid after he had stepped down from his role as an Executive Director.
Shareholder voting at the 2021 AGM
Total votes Votes
Votes for % for Votes against % against validly cast withheld

To approve the Directors’ Remuneration report 156,947,973 98.95 1,665,397 1.05 158,613,370 1,325,148

Shareholder voting at the 2019 AGM

Total votes Votes
Votes for % for Votes against % against validly cast withheld

To approve the Directors’ Remuneration Policy 106,935,200 98.99 1,091,112 1.01 108,026,312 0

DWF Group plc | Annual Report and Accounts 2022 109

Governance

Remuneration continued

Wider workforce remuneration

This section of the Directors’ Remuneration report provides an overview of remuneration principles and wider workforce remuneration
across the Group including:
• CEO-to-worker pay ratio; and
• UK gender and ethnicity pay gap reporting.
Remuneration principles and wider workforce remuneration across the Group
The Committee considers remuneration principles and wider workforce remuneration across the Group to enable it to take into account
wider workforce pay and practices, and the alignment of incentives and reward with culture, when setting Executive Director remuneration.
As set out below, key areas considered by the Committee include: Group remuneration principles; grading structure; basic pay; bonus; share
plans; pension; benefits; and termination policies.
The Committee is satisfied that the approach to remuneration across the Company is consistent with the Group’s principles of
remuneration. In the Committee’s opinion, the approach to Executive Director remuneration aligns with the wider Group remuneration
principles, and there are no anomalies specific to the Executive Directors.
Group remuneration principles
The table below sets out the Group’s remuneration principles:
Principle Detail

Competitive and fair Salaries set around market median

Benefits reflect best practice and workforce needs
Flexibility in share plans to attract and retain key talent
Rewarding (the right) high performance We are a high-performing business and when we conduct our end of year reviews,
we recognise high performers
We operate an annual performance-review process to ensure we have good
performance discussions
We can recognise those who make outstanding contributions through share awards
Simple to understand We try to avoid unnecessary complexity
We provide accessible and relevant information
Supports DWF values Incentives, performance-management and recognition approaches support DWF values
and culture and culture
Benefits support our inclusive culture

Grading structure
DWF has a centralised approach to grading, with a new grading methodology introduced on 1 March 2021 to reflect the complexity of the
Group and to allow for future growth, with colleagues (Executive Directors, partners and employees) graded from band 1 to 4.
Overview of findings
The Group’s workforce has a unique structure, comprising both employees and members of partnerships. The partners, who represent the
principal generators of income for the Group, remain subject to partnership remuneration and benefit arrangements.
Salary
Average salary increases for employees and partners across the Group are being applied on an equitable and objective basis. Salary
increases are based on external benchmarking and position in pay range compared with market medians. It is our policy to increase the
salaries of the Executive Directors using the same approach and with wider workforce remuneration arrangements in mind.
Bonus
The majority of our employees and partners can share in the success of the Company through incentive compensation. In line with market
practice, the level of incentive compensation and whether it is paid solely in cash or in a mixture of cash and deferred shares, depends on
the level of seniority of employee and partners.
Share plans
Equity participation is offered to all UK, US and Spanish employees of the Group through the BAYE scheme, and to senior management and
Executive Directors through the LTIP and Deferred Bonus Plans, each of which involves the award of shares. It is the Group’s policy to allow
employees and partners to share in success by means of equity participation.
The BAYE continues to operate on an annual basis. All qualifying colleagues are invited to participate in the BAYE scheme by acquiring
ordinary shares out of deductions from salary, and awarded matching shares in respect of ordinary shares acquired. Each year, all qualifying
colleagues will be invited to sign up to buy shares over a 12-month investment period. Matching shares are received on a one-for-two basis,
so for every two shares purchased over the 12-month investment period, participants receive one matching share three years from the start
of the relevant 12-month investment period subject to certain conditions.
The IPO gave DWF the opportunity to offer shares to the wider employee group, thus further aligning an element of remuneration with
Company performance, Executive Director remuneration, and the Shareholder experience.

110 DWF Group plc | Annual Report and Accounts 2022

The EIP is in operation for partners and employees and offers a number of awards such as promotion awards, lateral hire awards and

Strategic report
exceptional contributor awards. These plans are designed to enable the business to attract and retain the right talent for the future
sustainability of the Group.
The Group’s Deferred Bonus Plan will be used for the Executive Directors’ deferred bonus shares for the period. The plan rules enable it to
be used for other senior employees and partners.
Pensions
All UK employees are eligible for enrolment in a Company defined-contribution pension arrangement. The current employee contribution
is 3–5% of salary and employer contribution is 5–7% of salary. The contribution for Executive Directors is 7% of salary, in line with the
majority pension contributions applicable to the wider UK workforce. Outside of the UK, pension arrangements for employees are in line

Governance
with local legal requirements.
Benefits
UK employees and partners are offered a range of benefits including life assurance and health insurance, and flexible benefits by way
of salary sacrifice. Elsewhere in the Group, benefits are in line with local market practice.
Termination
An employee or partner must be in employment and not serving notice to be eligible for any bonus payment. The treatment of leavers
is governed by the respective share plan rules, agreed leaver status delegated authorities and operating guidelines.

Financial statements
Communication and engagement with employees and partners
The Board is committed to ensuring there is an open dialogue with our employees and partners over various decisions. The business is kept
informed of the Group’s activities and performance through communications and the circulation of corporate announcements. This is
supplemented by updates on Rubix, our intranet, to which all Non-Executive Directors have access.
To encourage opportunities for continuing dialogue, feedback and recognition, we continued with our Pulse Forum, established to ensure
that we listen to colleague voices within all of our jurisdictions and embed changes to enhance both our working environment and
engagement with our Group strategy. The Forum assesses the outcomes from future Pulse Surveys and share our actions and the progress
we are making as well as helping to shape initiatives to improve everyone’s experience within the Group. During the course of the financial

Other information
year, plans were put in place to change our family friendly policies as a result of the feedback we had received.
Chris Sullivan, as the designated Non-Executive Director for the workforce, engages with the workforce with regard to Executive Director
remuneration arrangements. Further details on how we have engaged with employees and responded to their feedback is continued within
our section 172 report on page 26.
For more information, please see pages 63 and 64 of the Corporate Governance report and 45 to 48 of the Environmental, Social and
Governance report.
CEO-to-worker pay ratio as at 30 April 2022
DWF is committed to fairness and equality across the Group, and takes the CEO pay ratio, alongside a number of other factors, into
consideration when reviewing pay levels across the Group.
To calculate the CEO pay ratio, the Group used prescribed methodology A to calculate the pay and benefits of all UK employees (including
partners) on a full-time equivalent (‘FTE’) basis for the financial year, to identify the quartiles. The pay and benefits for all UK employees and
partners for the relevant financial year is calculated and ranked from lowest to highest, to identify the employees and partners at P25, P50
and P75. We chose methodology A as we felt it comprehensively reflects the pay levels of our employees (including partners).
The salary and total remuneration of UK FTE employees (including partners) at the 25th, 50th and 75th percentile, and the ratios between
the CEO and these employees (including partners) are shown in the table below. The information in the table below was collated using
available data as at 30 April 2022.
Salary Total remuneration
Year Methodology P25 P50 P75 P25 P50 P75

Amount FY2021/22 A £23,795 £37,811 £63,067 £27,232 £43,928 £72,215

FY2020/21 A £25,000 £40,000 £65,000 £26,109 £42,134 £69,587
FY2019/20 A £23,000 £36,445 £59,400 £24,383 £39,088 £64,487
Ratio FY2021/22 A 22:1 14.1 8.1 29.1 18.1 11.1
FY2020/21 A 21:1 13:1 8:1 35:1 22:1 13:1
FY2019/20 A 23:1 15:1 9:1 24:1 15:1 9:1

The Company believes the median pay ratio for FY2021/22 is consistent with the pay, reward and progression policies for the Group’s UK
employees (and partners). We complete a rigorous pay and benchmarking exercise annually on all roles, and adjust appropriately based on
performance and affordability, to ensure employees (and partners) are remunerated fairly and in line with the Group’s pay philosophy.
In assessing our pay ratio versus likely ratios from industry peers, we believe we are towards the lower end of the range but note that annual
and long-term incentive payments have varied considerably amongst this group. In our case, the CEO single figure comprises fixed pay,
bonus, taxable benefits, and pension benefits, given that no long-term incentive vested in respect of performance in FY2021/22. We also
recognise that ratios will be influenced by levels of employee (and partner) pay, which may vary from other sectors.
Over time, we expect there may be significant volatility in this ratio, and believe this will be caused by the following:

DWF Group plc | Annual Report and Accounts 2022 111

Governance

Remuneration continued

• Our CEO pay is made up of a higher proportion of incentive pay than that of our employees (and partners), in line with the expectations
of our Shareholders. This introduces a higher degree of variability in CEO pay each year, which affects the ratio.
• We recognise that the ratio is affected by the different structure of the pay of our CEO to that of our employees (and partners), as well as the
make-up of our workforce. This ratio varies between businesses even in the same sector. What is important from our perspective is that this
ratio is influenced only by the differences in structure, and not by divergence in fixed pay between the CEO and wider workforce. Where the
structure of remuneration is similar, as for the Executive Board and the CEO, the ratio is likely to be much more stable over time.
Performance against Total Shareholder Return (‘TSR’)
The following chart illustrates the Company’s TSR performance (share price growth plus dividends paid) from the date of Admission against the
performance of the FTSE All Share Support Services, a broad-based index the Company has been a constituent member of since Admission.

180

160

140

120

100

80

60

40

20

0
Feb M A M J J A S O N D Jan F M A M J J A S O N D Jan F M A M J J A S O N D Jan F M A
2019 2020 2021 2022

DWF Group FTSE All-Share Support Services Index

Historic CEO remuneration

Element FY2018/19 FY2019/20 FY2020/21 FY2021/22

Total remuneration £70,949 £530,000 £868,784 1

£792,533
Annual bonus as a percentage of opportunity 0% 0% 37.1%2 28.0%
LTIP as a percentage of opportunity N/A N/A N/A N/A

Notes
1 Figures for FY2020/21 are based on total remuneration paid to Andrew Leaitherland up to 28 May 2020 and Sir Nigel Knowles from 29 May 2020.

2 The aggregate total bonus outcome of £748,000 for FY2020/21 was distributed equally, on a pro-rata basis for length in role, between the three Executive Directors as
described on page 93 of the Annual Report and Financial Statements 2021. The maximum bonus opportunity for the CEO was 150% of base salary.

3 The aggregate total bonus outcome of £665k for FY2021/22 was distributed equally between the three Executive Directors as described on page 105. The maximum
bonus opportunity for the CEO was 150% of base salary.

112 DWF Group plc | Annual Report and Accounts 2022

Percentage change in remuneration of the Directors and all employees and partners

Strategic report
The position of Partner Director is designated by the Board as a Non-Independent, Non-Executive Director position. A Partner Director
represents the partners of DWF Law LLP and DWF LLP and is therefore a partner Shareholder representative on the Board. Partner Directors
do not receive any fees for the position on the Board because their remuneration is as a member of DWF Law LLP or DWF LLP (determined
by his or her ‘home office’), and in some circumstances also by way of a limited salary as an employee of DWF Connected Services Holdings
Limited. Therefore, Partner Directors are not included in the table below.
Salary/fees % change Taxable benefits % change Bonus % change
FY 2021/22 2020/21 2021/22 2020/21 2021/22 2020/21

Executive Directors

Governance
Sir Nigel Knowles 9% 0% -11 0 -25% 0
Chris Stefani 0% 0% 2.4 -15% -25% 0
Matthew Doughty 90% 0% 119 0 40% 0
Non-Executive Director
Sir Nigel Knowles N/A 0 N/A N/A N/A N/A
Jonathan Bloomer 34% 0 N/A N/A N/A N/A

Financial statements
Chris Sullivan 6% 20% N/A N/A N/A N/A
Luke Savage 0 0 N/A N/A N/A N/A
Tea Colaianni 0 0 N/A N/A N/A N/A
Sam Tymms 0 0 N/A N/A N/A N/A
Vin Murria N/A -35% N/A N/A N/A N/A
Average employee (includes partners) 9% -0.2% -28% 31% -42% 522%

Other information
Notes
1 Sir Nigel Knowles stepped down as Chair of the Board on 29 May 2020 and his appointment as CEO and the respective remuneration for each role is captured
in the table.

2 Matthew Doughty was appointed as COO on 22 October 2020 and the table shows his remuneration from that date.

3 Jonathan Bloomer was appointed Chair of the Board on 1 August 2020 and the table shows his remuneration from that date.

4 Fees paid to Chris Sullivan include Non-Executive Director fees and Senior Independent Non-Executive Director fees from the beginning of the period.
On 1 August 2020, Chris was appointed Deputy Chair of the Board and the table includes his additional fees for that role from that date.

5 Vin Murria stepped down as a Non-Executive Director on 30 December 2020 and the table shows her fees up to that date.

6 The aggregate total bonus outcome of £748,000 for FY2020/21 was distributed equally, on a pro-rata basis for length in role, between the three Executive Directors as
described on page 93 of the Annual Report and Financial Statements 2021. The aggregate total outcome of £665k for FY2021/22 was distributed equally between the
three Executive Directors as described on page 105.

The Committee uses this information to satisfy itself that there is not an increasing gap between the level of fixed pay for the Director and
for employees (including partners). Based on the above analysis, the Committee is satisfied that this is the case.

UK gender and ethnicity pay gap reporting

We reported on our UK gender and ethnicity pay gap for 2021 in March 2022. The full 2021 Gender and Ethnicity Pay Gap Report is available
on our website at dwfgroup.com.
The Group’s UK gender pay gap
Pay gap1 2017 2018 2019 2020 2021

Mean hourly pay gap 50% 48% 39% 37% 35%

Median hourly pay gap 36% 32% 33% 33% 28%
Mean bonus pay gap 51% 45% 37% 38% 24%
Median bonus pay gap 32% 23% 35% 38% 8%

Note
1 The figures above are combined figures for both employees and self-employed partners. For both hourly pay rates have been used.

While we are working hard to speed up the pace of change in our business, there is a gender pay gap due to the fact that we have more
men at senior levels in higher-paid roles. We are taking targeted and sustained action where there is currently under-representation,
and we are making positive progress. We know that changing decades of imbalance in our business and sector is going to take time,
but we are committed to addressing it. This sustained focus on meaningful actions will result in a more diverse workforce, supported
and empowered through our inclusive culture and values.

DWF Group plc | Annual Report and Accounts 2022 113

Governance

Remuneration continued

Ethnicity pay gap reporting

As part of our wider inclusion approach, we have worked hard over the past year to build a more accurate picture of our black and minority
ethnic (‘BAME’) population.
The Group’s UK ethnicity pay gap
Pay gap1 2020 2021

Mean hourly pay gap 23% 24%

Median hourly pay gap 22% 23%

Note
1 The figures above are combined figures for both employees and self-employed partners. For both, hourly pay rates have been used.

We are committed to increasing the representation of minority ethnic employees across all career bands and, when compared with 2020,
we have seen an increase across all pay quartiles. However, we continue to see the largest representation of minority ethnic employees
in the lower pay quartile and fell short of achieving our target of at least 10% BAME representation across senior leadership positions
(currently 4%). In addition, we have to rely on our colleagues to disclose their diversity data to help determine our ethnicity pay gap. Since
our last pay gap report, we have continued to promote the importance of volunteering this information and the level of self-disclosure has
increased by 25%. We do understand that some colleagues may not feel comfortable sharing this information, so either decide not to
disclose or use our ‘prefer not to say’ category. We will continue to encourage our colleagues to disclose their diversity data to improve the
accuracy of our reporting, whilst the launch of our latest representation targets, to 2025, will drive action and hold ourselves accountable
to change.
The recent launch of our ESG Strategy also included publication of new stretch targets to increase the gender and ethnic diversity of our
workforce and unlock the potential of women and BAME colleagues. More details on these targets can be found on pages 46 and 47.

Tea Colaianni
Chair, Remuneration Committee

114 DWF Group plc | Annual Report and Accounts 2022

Directors’ report

Directors’ report Appointment, reappointment and removal of Directors

Strategic report
The Board of Directors present their report for the financial year Directors are appointed and may be removed in accordance with
ended 30 April 2022 as required by the Companies Act 2006. the Articles of Association and the provisions of the Companies
The Directors’ report, together with the Strategic report on Act 2006.
pages 1 to 57, form the Management Report for the purposes
A Director may be appointed to the Board by ordinary resolution
of the FCA’s Disclosure, Guidance and Transparency Rule (‘DTR’)
of the Shareholders in a general meeting, either to fill a vacancy or
4.1.5R (2) and DTR 4.18R.
as an additional director. No person other than a Director retiring
Statutory or regulatory information contained elsewhere in accordance with the Articles of Association shall be elected or
in the Annual Report and Accounts re-elected at any general meeting unless:

Governance
The Board considers that some of the matters required to be
i. recommended by the Board; or
disclosed in the Directors’ report are of strategic importance and
these are therefore included in more detail in the sections of the ii. not less than 14 nor more than 42 days before the date appointed
report as indicated in the table below. for the meeting there has been given to the Company, by a member
(other than the person to be proposed) entitled to vote at the
Information Section Page meeting, notice of the intention to propose a resolution for the
election of that person, stating the particulars which would, if they
Likely future developments Strategic report 07
were so elected, be required to be included in the Company’s
in the business
register of Directors and a notice executed by that person of their

Financial statements
Risk factors and principal Strategic report 50 to 55 willingness to be elected.
risks; going concern and
A Director may be removed by the Company in certain
viability statements
circumstances set out in the Articles of Association or by special
Financial instruments: Note 19 to the 152 to resolution or by ordinary resolution of which special notice had
information on the Group’s Consolidated 153 been given in accordance with the Companies Act 2006.
financial instruments and risk financial statements
management objectives and Powers of Directors
policies, including our policy The business of the Company is managed by the Directors who are
on hedging subject to the Articles of Association, provisions of the Companies

Other information
Act 2006 and any directions given by special resolution. Specific powers
Governance arrangements; Environmental, Social 32 to 33 relating to the allotment and issuance of ordinary shares and the
human rights and and Governance report ability of the Company to purchase its own securities are also included
anti-corruption and Corporate 66 within the Articles of Association, and such authorities may be
bribery matters Governance report submitted for approval by the Shareholders at the AGM each year.
Environmental matters Environmental, Social 38 to 45
Directors’ indemnities and insurance
including annual greenhouse and Governance report
As permitted by the Articles of Association and to the extent
gas emissions and SECR
permitted by the law, the Company has indemnified each Director
Social and community matters Environmental, Social 49 in respect of any liability arising out of, or in connection with, the
and Governance report execution of their powers, duties and responsibilities, as Directors
Financial risk management Consolidated financial 152 to of the Company or any of its subsidiaries. These indemnities in force
statements 154 during the year and that continue to remain in force are qualifying
third party indemnities as defined by section 234 of the Companies
Section 172(1) statement Section 172(1) 26 to 31 Act 2006.
and stakeholders
The Company also maintains directors’ and officers’ liability insurance
as provided for in the Articles of Association. The Directors may also
Disclosure of information required by DTR 7.2.1R obtain, at the Company’s expense, external legal or professional
The corporate governance statement as required by DTR 7.2.1R advice necessary to enable them to carry out their duties.
is set out on page 61.
Directors’ interests
Disclosure table pursuant to Listing Rule (‘LR’) 9.4.8C Directors’ interests in the share capital of the Company as
The following table provides references to where the information at 30 April 2022 are set out on page 108 in the Directors’
required by LR 9.4.8C is disclosed: Remuneration report.
Conflicts of interest
Listing Rule Listing Rule requirement Page
The Articles of Association give the Board power to authorise
9.8.4(4) Long-term incentive schemes Directors’ matters that give rise to actual or potential conflicts. The Company
Remuneration has a policy and procedures in place for identifying, disclosing,
report, 83 to 114 evaluating and managing conflicts of interest so that Board
9.8.4(12) Waiver of dividends by Directors’ decisions are not compromised by a conflicted director. Directors
a Shareholder report 116 have a continuing duty to ensure the Board is updated on any
changes to these conflicts. The Company Secretary maintains a
9.8.4(13) Waiver of future dividend by Directors’ register of conflicts and any conflicts that have been authorised
a Shareholder report 116 by the Board. The register of conflicts is reviewed annually and
approved by the Board.
Board of Directors Articles of Association
You can find the names of all current Directors and their biographies The Company’s Articles of Association may only be amended by
on pages 58 and 59. All Directors intend to seek election or re-election passing a special resolution of the Company at a general meeting.
at the 2022 AGM in accordance with the Articles of Association of the The Articles of Association are available on our website at
Company (the ‘Articles of Association’) and the recommendations of dwfgroup.com/en/investors.
the UK Corporate Governance Code 2018 (the ‘Code’).

DWF Group plc | Annual Report and Accounts 2022 115

Governance

Directors’ report continued

Dividends Authority to allot and purchase own shares

The Board recommends a final dividend of 3.25 pence per ordinary At the Company’s 2021 AGM, the Directors were authorised to:
share to Shareholders. Subject to Shareholder approval at the
i. allot ordinary shares (or grant rights to subscribe for, or convert
Company’s 2022 AGM, this will become payable on 7 October 2022
any securities into, ordinary shares) up to an aggregate nominal
to all Shareholders on the register of members at the close of
amount equal to £1,084,509 (representing 108,450,900 ordinary
business on 9 September 2022. During the year, the Board declared
shares of 1p each) and to allot further shares up to an aggregate
an interim dividend of 1.50 pence per ordinary share which was
nominal amount equal to £1,084,509 (representing 108,450,900
paid to Shareholders on 4 March 2022. There are no guarantees
ordinary shares of 1 pence each) for the purpose of a rights issue;
that the Company will pay dividends, or the level of any such
dividends in the future. ii. allot ordinary shares having an aggregate nominal amount of
£162,277 (representing 16,227,700 ordinary shares of 1 pence
Share capital structure and share rights
each) for cash, without offering them to existing Shareholders
As at 30 April 2022, the Company’s share capital comprised
in proportion to their holdings;
325,352,865 ordinary shares of 1 pence each, fully paid up and
quoted on the London Stock Exchange. iii. allot additional shares having an aggregate nominal amount of
£162,277 (representing 16,227,700 ordinary shares of 1 pence
Rights attributable to the Company’s ordinary shares are as set
each) for the purposes of financing a transaction which the
out in the Articles of Association (which are available on our website
Board of the Company determines to be an acquisition or other
at dwfgroup.com/en/investors) and in applicable company law.
capital investment, without offering the shares first to existing
Holders of the Company’s ordinary shares have the right to attend,
Shareholders in proportion to their holdings; and
speak and vote (either in person or by proxy) at a general meeting
of the Company, and the right to benefit in any distribution of iv. make market purchases of up to 32,455,465 shares in the
the Company, which includes, but is not limited to, dividends. Company, representing 10% of the Company’s issued share
No Shareholder owns shares with special rights as to control. capital at the time.
The Company operates a number of employee share plans, which To date the Directors have used none of these authorities. The
are detailed both in the Directors’ Remuneration report on pages 83 Directors confirm their intention to renew these authorities at
to 114 and in note 23 to the consolidated financial statements. The the forthcoming AGM. Further details are set out in the Notice
voting rights of shares held in trust for the share plan participants, of Annual General Meeting, which can be found on our website
as beneficial holders, are exercised at the direction of the participant. at dwfgroup.com/en/investors.
In respect to any voting rights of shares held in trust that are not
allocated to share plan participants, Ocorian Limited (the ‘Trustee’) Restrictions on transfer
will abstain from voting these shares, unless directed otherwise by As part of the Group, DWF Law LLP, is regulated by the SRA,
the Company, and then only in accordance with the Trustee’s and the Company and Shareholders are subject to statutory
discretion. The Trustee of the Employee Benefit Trust and the Reward ownership restrictions pursuant to the Legal Services Act 2007.
Share Trust has waived its right to dividends on all unallocated shares It is a cardinal principle of the Company that a ‘Non-authorised
within the Trusts. Person’ shall not hold, nor take steps to acquire, any ‘Restricted
Substantial shareholdings Interest’ in the Company other than in compliance with the Legal
The table below shows the direct and indirect holdings of major Services Act 2007 and the arrangements, rules and regulations
Shareholders in the Company’s ordinary issued share capital, of any ‘Relevant Licensing Authority’, which includes the SRA and,
as at 30 April 2022. The Company had been notified in accordance where applicable, other designated regulators of the legal
with the provisions of Chapter 5 of the DTR or was otherwise aware, professions in England and Wales.
of the following interests in the Company’s voting rights: A Non-authorised Person includes any person who is not
Number of approved to carry on legal activities by the SRA or another
ordinary % of issued Relevant Licensing Authority.
shares as at capital as at
Holder 30 April 2022 30 April 20221 A Restricted Interest in the Company exists where a person (alone or
with their associates):
DWF Group Plc Employee Benefit Trust 30,242,231 9.30
Premier Miton Investors 18,990,212 5.84 a) holds at least 10% of the shares in the Company;

Cartesian Capital Group 17,814,338 5.48 b) is able to exercise significant influence over the management of
the Company by virtue of their shareholding in the Company;
Aberdeen Standard Investments 16,258,652 5.00
c) is entitled to exercise, or control the exercise, voting power in the
Border to Coast Pensions Partnership 8,711,709 2.68
Company which, if it consists of voting rights, constitutes at least
1 Issued share capital as at 30 April 2022 was 325,352,865. 10% of the voting rights in the Company; and

At 20 July 2022, no further notifications had been received under the d) is able to exercise significant influence over the management of
DTRs in relation to interests in the Company’s shares. the Company by virtue of the person’s entitlement to exercise,
or control the exercise of, voting rights in the Company.

116 DWF Group plc | Annual Report and Accounts 2022

If a member (or prospective member) who is a Non-authorised Other than as set out above, where imposed by law or regulation,

Strategic report
Person proposes to acquire a Restricted Interest in the Company, or where the Listing Rules require certain persons to obtain
that member (or prospective member) shall not take any steps to clearance before dealing, there are no restrictions regarding the
acquire such Restricted Interest until after it has: transfer of shares in the Company. The Company is not aware of
any agreement which would result in a restriction on the transfer
a) notified the Company and the Relevant Licensing Authority in
of shares or voting rights.
advance of its proposal to acquire such Restricted Interest; and
Change of control – significant agreements
b) received the necessary approvals from the Relevant Licensing
There are a number of agreements that take effect, alter or
Authority, as may be required under the Legal Services Act 2007
terminate upon a change of control of the Company, including
and Regulatory Arrangements.

Governance
following a takeover bid, such as supplier and service provider
It is a criminal offence under the Legal Services Act 2007 for a agreements and property lease arrangements. The legal risk arising
Non-authorised Person to fail to comply with these obligations. out of such change of control is closely managed by the Company
as part of its contractual governance processes.
If the Company believes the Divestiture Condition may be satisfied
in relation to a Non-authorised Person (a ‘Defaulting Person’), the The Company has an unsecured £100.0m multicurrency revolving
Company may give notice to the Defaulting Person that all of the loan facility agreement with HSBC UK Bank plc, National Westminster
restrictions referred to below shall apply to all of that Non-authorised Bank plc Citigroup Inc. and Santander UK plc for general corporate and
Person’s shares in the Company (the ‘Relevant Shares’): working capital purposes. If there is a change of control of the
Company, any lender, by not less than 30 days’ notice to the Company,

Financial statements
a) subject to a compulsory disposal provision set out below, may cancel its commitment under the facility and declare the
a transfer of or agreement to transfer the Relevant Shares, outstanding utilisation of that lender’s commitment (together with
or in the case of unissued shares, the transfer of (or agreement accrued interest) immediately due and payable.
to transfer) the right to be issued with them, is void;
The Company’s subsidiary Rousaud Costas Duran SLP and two of its
b) no voting rights are to be exercisable in respect of the subsidiaries have unsecured multicurrency revolving loan facilities
Relevant Shares; agreements with several local banks for general corporate and
c) no further shares are to be issued in right of the Relevant Shares working capital purposes. The total value of all such facilities is
or in pursuance of any offer made to their holder; €15.95m. If there is a change of control of the Company, any lender

Other information
may cancel its commitment under the facility and declare the
d) except in liquidation, no payment is to be made of any sums due outstanding utilisation of that lender’s commitment (together with
from the Company on the Relevant Shares whether in respect of accrued interest) immediately due and payable.
capital or otherwise; and
In the event of a change of control, the facilities referred to above
e) any restriction the SRA or Relevant Licensing Authority may would either require repayment or renegotiation. Further details on
impose in respect of the Relevant Shares in accordance with banking facilities are set out in note 17 to the consolidated financial
the Legal Services Act 2007. statements on page 150.
A Divestiture Condition includes where a Non-authorised Person The Directors are not aware of any agreements between the Company
holds a Restricted Interest in the Company by virtue of holding and its Directors or employees which would pay compensation in
shares in the Company in any of the following circumstances: the event of a change of control. The rules of the Company’s share
a) as a result of the person taking a step in circumstances that plans generally provide for accelerated vesting or release of the
constitutes an offence under paragraph 24(1) of Schedule 13 share awards in the event of a change of control of the Company.
to the Legal Services Act 2007 (whether or not the person is Transactions with related parties
charged with, or convicted of, an offence under that paragraph); Please refer to note 24 on page 157 of the consolidated financial
b) in breach of conditions imposed under paragraph 17, 28, or 33 statements for details of related party transactions in the year.
of Schedule 13 to the Legal Services Act 2007; or Political donations
c) in contravention of an objection by the Relevant Licensing The Group did not make any political donations or incur any political
Authority under paragraph 31 or 36 of Schedule 13 to the expenditure during the year (2020/21: nil).
Legal Services Act 2007. At the Annual General Meeting to be held on 28 September 2022,
For so long as the restrictions set out above apply to a Defaulting and to avoid an inadvertent breach of the Companies Act 2006,
Person, the Company may (in its absolute discretion), notify the the Company will seek authority for itself and its subsidiaries and
Defaulting Person that, within seven days of the date of service subsidiary undertakings to make political donations not exceeding
of the notice, they must dispose of such number of their shares £100,000 in total.
representing the Relevant Shares in the Company that will result in Information required by Sch 7.11B(1) Companies (Miscellaneous
the Defaulting Person no longer holding a Restricted Interest in the Reporting) Regulations 2018 – Business relationships
Company (the ‘Disposal Shares’). The Group has chosen to provide information in relation to
If the Defaulting Person does not dispose of the Disposal Shares, the engagement with suppliers, customers and other business
the Company shall arrange to sell the Disposal Shares as soon as relationships elsewhere in this report. These are cross-referenced
is reasonably practicable. The Company shall not be liable to the in the table overleaf:
Defaulting Person for any alleged deficiency in the amount of sale Directors’ Responsibility Statement
proceeds in respect of, or any other matter relating to, the Disposal The Directors’ Responsibility Statement can be found on page 119.
Shares. The Company may make any arrangements it deems necessary
or desirable to sell the Disposal Shares. The Defaulting Person will
receive the net proceeds from the sale of the Disposal Shares.

DWF Group plc | Annual Report and Accounts 2022 117

Governance

Directors’ report continued

Research and development

Information Section of the report Page DWF Ventures (‘Ventures’) is DWF’s research and development arm,
serving as a vehicle to invest in and nurture new service lines that
How the Directors have had Section 172(1) 28 to 31
do not easily fit into the conventional and regulated practice
regard to the need to foster statement
group-based business model. Ventures was launched in October
the Company’s business Engaging with
2017 as an arms-length limited company within Connected Services,
relationships with suppliers, our stakeholders
and provides services to internal teams as well as clients, with a
customers and others
focus on generating ideas, delivering research and development
The effect of that regard, Section 172(1) 28 to 31 requirements and nurturing early-growth services.
including on the principal statement
decisions taken by the Engaging with our Branches outside of the UK
Company during the stakeholders The Company has no overseas branches. The Company’s
financial year subsidiaries are detailed in note 2 to the financial statements.
Annual General Meeting
Information required by Sch 7.11(1)(b) Companies The 2022 Annual General Meeting of the Company will be held at
(Miscellaneous Reporting) Regulations 2018 – Statement and be broadcast from 20 Fenchurch Street, London, EC3M 3AG on
of Engagement with Employees 28 September 2022 at 2.00 pm. The Notice of Annual General
The Group has chosen to provide information in relation to the Meeting together with explanatory notes accompanies the Annual
statement of engagement with employees which are covered Report and Accounts which is sent to Shareholders. It is also
elsewhere in this report. These are cross-referenced in the available on our website at dwfgroup.com/en/investors.
table below: Important events affecting the Group since 30 April 2022
There are no events since 30 April 2022 that require adjustment to
Information Section of the report Page the Financial Statements or are important in the understanding of
How the Directors engage Section 172(1) 28 and 29 the Company’s current position.
with employees statement Disclosure of information to the Auditor
Engaging with 28 to 31
our stakeholders Having made the requisite enquiries, so far as each of the Directors
Corporate 65 and 66 is aware, there is no relevant audit information (as defined by
Governance report section 418(3) of the Companies Act 2006) of which the Company’s
Auditor is unaware, and the Directors have taken all the steps they
How the Group provides Section 172(1) 26 and 27
ought to have taken as Directors to make themselves aware of any
employees with information statement
relevant audit information, and to ensure the Company’s Auditor is
on matters of concern to Engaging with 28 and 31
aware of that information.
them as employees our stakeholders
Corporate 65 and 66 Going concern
Governance report Having assessed the financial forecasts of the business, the principal
risks and other matters discussed in connection with the viability
How the Group consults Section 172(1) 26 and 27
statement on pages 55 and 56, the Directors consider it appropriate
with and considers statement
to adopt the going concern basis of accounting in preparing the
employee feedback Engaging with 28 to 31
financial statements, as the Company will generate sufficient cash
our stakeholders
to meet its ongoing obligations for at least 12 months from the date
Corporate 65 to 66
of signing the financial statements.
Governance report
How the Directors have had Non-Financial 49 The Directors’ report was approved by the Board and has
regard to employee interests Information Statement been signed on its behalf by the Group General Counsel and
Engaging with 28 to 31 Company Secretary.
our stakeholders By order of the Board
Corporate 65 and 66
Governance report
How the Group informs Section 172(1) 26 and 27 Darren Drabble
employees of the financial statement Group General Counsel and Company Secretary
and economic factors Engaging with 28 to 31
20 July 2022
affecting its performance our stakeholders

Employees with disabilities

Throughout the Group, the principles of equal opportunities are
recognised in the formulation and development of employment
policies. We retain our Disability Confident Leadership status for
removing barriers to disabled talent in the workplace. It is the
Company’s policy to give full and fair consideration to applications
from people with disabilities, having regard to their particular
aptitudes and abilities. If an employee becomes disabled, the
Company’s objective is to continue to provide suitable employment
in the same or an alternative position, with appropriate adjustments
made if necessary. Employees with disabilities share equally in the
opportunities for training, career development and promotion.
Further information on supporting disability can be found
on page 46.

118 DWF Group plc | Annual Report and Accounts 2022

Directors’ responsibility statement

The directors are responsible for preparing the Annual Report and Directors’ Confirmations

Strategic report
Accounts and the financial statements in accordance with applicable Each of the directors, whose names and functions are listed in
law and regulation. the ‘Governance: Board of Directors’ on pages 58 and 59 of
the Annual Report and Accounts confirm that, to the best of
Company law requires the directors to prepare financial statements
their knowledge:
for each financial year. Under that law the directors have prepared
the group financial statements in accordance with UK-adopted • the group financial statements, which have been prepared in
international accounting standards and the company financial accordance with UK-adopted international accounting standards,
statements in accordance with United Kingdom Generally Accepted give a true and fair view of the assets, liabilities, financial position
Accounting Practice (United Kingdom Accounting Standards, and profit of the group;

Governance
comprising FRS 101 “Reduced Disclosure Framework”, and • the company financial statements, which have been prepared
applicable law). in accordance with United Kingdom Accounting Standards,
comprising FRS 101, give a true and fair view of the assets,
Under company law, directors must not approve the financial
liabilities and financial position of the company; and
statements unless they are satisfied that they give a true and fair
• the strategic report includes a fair review of the development and
view of the state of affairs of the group and company and of the
performance of the business and the position of the group and
profit or loss of the group for that period. In preparing the financial
company, together with a description of the principal risks and
statements, the directors are required to:
uncertainties that it faces.
• select suitable accounting policies and then apply them
In the case of each director in office at the date the directors’ report

Financial statements
consistently;
is approved:
• state whether applicable UK-adopted international accounting
standards have been followed for the group financial statements • so far as the director is aware, there is no relevant audit
and United Kingdom Accounting Standards, comprising FRS 101 information of which the group’s and company’s auditors are
have been followed for the company financial statements, subject unaware; and
to any material departures disclosed and explained in the • they have taken all the steps that they ought to have taken as a
financial statements; director in order to make themselves aware of any relevant audit
• make judgements and accounting estimates that are reasonable information and to establish that the group’s and company’s
and prudent; and auditors are aware of that information.

Other information
• prepare the financial statements on the going concern basis
This responsibility statement was approved by the Board of
unless it is inappropriate to presume that the group and company
Directors on 20 July 2022 and is signed on its behalf by:
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 Sir Nigel Knowles Chris Stefani
prevention and detection of fraud and other irregularities. Group Chief Executive Officer Chief Financial Officer
The directors are also responsible for keeping adequate accounting 20 July 2022 20 July 2022
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.

DWF Group plc | Annual Report and Accounts 2022 119

Financial statements

Independent Auditor’s report to the members

of DWF Group plc
Report on the audit of the financial statements
Opinion

In our opinion, DWF Group 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 30 April 2022 and of the group’s profit, the
company’s loss and the group’s cash flows for the year then ended;
• have been properly prepared in accordance with UK-adopted international accounting standards; and
• have been prepared in accordance with the requirements of the Companies Act 2006.

We have audited the financial statements, included within the • to ensure that we had a clear plan as to what work needed to be
Annual Report, which comprise: the Consolidated Statement of done when and where at year-end;
Financial Position and Company Statement of Financial Position as
• to perform initial substantive testing, particularly where larger
at 30 April 2022; the Consolidated Income Statement, Consolidated
samples were required; and
Statement of Comprehensive Income, Consolidated Statement of
Changes in Equity, Consolidated Statement of Cash Flows and • to enable early consideration of the key sources of estimation
Company Statement of Changes in Equity for the year then ended; uncertainty and critical judgements before the year-end. The
and the notes to the financial statements, which include a audit transition and pre year-end audit work were important in
description of the significant accounting policies. determining our 2022 Group audit scope, areas of focus and
detailed testing approach.
Our opinion is consistent with our reporting to the Audit Committee
of DWF Group plc. As we undertook each phase of this first year audit, we regularly
reconsidered our risk assessment to reflect audit findings, including
Basis for opinion
our assessment of the Group’s control environment and the impact
We conducted our audit in accordance with International Standards
on our planned audit approach. In terms of risk assessment:
on Auditing (UK) (“ISAs (UK)”) and applicable law. Our responsibilities
under ISAs (UK) are further described in the Auditors’ responsibilities • given the nature of the Group’s operations and the methodology
for the audit of the financial statements section of our report. We for revenue recognition, we considered revenue recognition and
believe that the audit evidence we have obtained is sufficient and valuation of unbilled revenue to be the most significant area
appropriate to provide a basis for our opinion. and therefore have included this as a key audit matter; and
Independence • we considered the recoverability of trade receivables given the
We remained independent of the group in accordance with the level and aging of receivables, and hence also included a key audit
ethical requirements that are relevant to our audit of the financial matter in relation to this.
statements in the UK, which includes the FRC’s Ethical Standard, as
applicable to listed public interest entities, and we have fulfilled our Overview
other ethical responsibilities in accordance with these requirements. Audit scope
• Our audit focused on those entities with the most significant
To the best of our knowledge and belief, we declare that non-audit contribution to the Group’s net revenue. Of the Group’s 68
services prohibited by the FRC’s Ethical Standard were not provided. reporting units, we identified two, which in our view, required an
audit of their complete financial information for Group reporting
Other than those disclosed in note 4, we have provided no non-
purposes. These were DWF Law LLP and DWF LLP. We also
audit services to the company or its controlled undertakings in the
audited material consolidation journals;
period under audit.
• Another three reporting units were subject to audit procedures
Our audit approach
over specific balances and transactions, due to their contribution
Context
towards specific financial statement line items. Revenue and trade
DWF Group is a listed law firm, predominantly operating in the UK.
and other receivables were in scope for Rousaud Costas Duran
The Group focuses on the provision of legal and alternative legal
S.L.P., Cash and cash equivalents was in scope for DWF Poland
services. The Group’s consolidated financial statements are
Jamka and Property, plant and equipment was in scope for
primarily an aggregation of the two UK Business Units, representing
Mindcrest (India) Private Ltd;
the regional UK law partnerships, DWF Law LLP and DWF LLP,
with other overseas entities. For the purposes of our audit, we • We have considered the out-of-scope entities and performed
considered DWF Law LLP and DWF LLP to be separate components. analytical procedures over key balances as part of our procedures;
The context of our audit is underpinned by 2022 being our first year
as external auditors of the Group. As part of our audit transition, we • All audits were performed by the Group engagement team with
performed specific procedures over opening balances by reviewing the exception of Rousaud Costas Duran S.L.P, which was audited
the predecessor auditors’ working papers and risk assessment and by a PwC component audit team; and
re-evaluating the predecessor auditors’ conclusions in respect of • The components within the scope of our work, and work
key sources of estimation uncertainty and critical judgements in performed centrally by the Group engagement team, accounted
the opening balance sheet at 1 May 2021. We performed process for 73% of Group revenue, 69% of Group net revenue and 74% of
walkthroughs to understand and evaluate the key financial Group profit before tax.
processes and controls across the Group. We performed a
significant amount of early audit procedures in advance of the Key audit matters
year-end, covering each of the in-scope Business Units and the • Revenue recognition and valuation of unbilled revenue (group)
Group functions. • Recoverability of trade receivables (group)
The objective of this audit work was: • Carrying value of investments (parent)

120 DWF Group plc | Annual Report and Accounts 2022

Materiality Key audit matters

Strategic report
• Overall group materiality: £3.5m based on 1% of net revenue. Key audit matters are those matters that, in the auditors’
professional judgement, were of most significance in the audit of
• Overall company materiality: £3.2m based on 1% of total assets
the financial statements of the current period and include the most
capped at 90% of overall group materiality.
significant assessed risks of material misstatement (whether or not
• Performance materiality: £1.8m (group) and £1.6m (company). due to fraud) identified by the auditors, including those which had
the greatest effect on: the overall audit strategy; the allocation of
The scope of our audit resources in the audit; and directing the efforts of the engagement
As part of designing our audit, we determined materiality team. These matters, and any comments we make on the results of
and assessed the risks of material misstatement in the our procedures thereon, were addressed in the context of our audit

Governance
financial statements. 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.

Key audit matter How our audit addressed the key audit matter

Revenue recognition and valuation of unbilled revenue (group) In order to test the revenue recognition and valuation of unbilled

Financial statements
revenue, we performed the following procedures:
Refer to page 80 (Audit Committee Report), note 1.14, note 1.20 and
note 13 to the Financial Statements for the Directors’ disclosures of (i) We evaluated the Group’s control procedures and assessed and
the related accounting policies, judgements and estimates. validated the ageing profile of unbilled revenue;
At 30 April 2022, total unbilled receivables balances included in (ii) We have understood and tested the application of the Group’s
note 13 were £79,940k (2021: £76,108k). policy for recognition of unbilled revenue;
The fair value of unbilled revenue is calculated using a per-hour (iii) We have understood and evaluated the significant assumptions
recovery rate based on historic billing of hours and applying this used by management and performed sensitivity analysis to

Other information
to the number of hours which are not yet billed as at the year end. understand the susceptibility of the valuation to changes in the key
Specific adjustments are then applied based on specific client assumptions;
agreements, historical performance and forward-looking factors.
(iv) We have performed look-back procedures on the valuation at
The valuation of the unbilled revenue balances is considered to be the prior year-end and compared the level of unbilled revenue
a key risk due to the significance of these balances to the Financial write-offs during the current period in order to assess the
Statements and the estimates required in assessing the fair value of reasonableness of the estimated recovery rates applied by
the unbilled revenue. management;
(v) We have understood and evaluated the appropriateness of the
adjustments made by management to specific matters within
unbilled revenue and revenue recognition; and
(vi) We have tested the calculation of team recovery rates, tracing
billed hours back to timesheets, and historic billings to source
documentation. We have verified the number of year end unbilled
hours as at the year end back to support.
Based on our audit work, we found estimates made in the revenue
recognition and valuation of unbilled revenue to be acceptable. We
also consider the disclosures made in the financial statements to
be appropriate.
Recoverability of trade receivables (group) In order to test the recoverability of trade receivables, we
performed the following procedures:
Refer to note 1.6 and note 13 to the Financial Statements for
the Directors’ disclosures of the related accounting policies, (i) We evaluated the Group’s credit control procedures and
judgements and estimates. assessed and validated the ageing profile of trade receivables;
At 30 April 2022, total trade receivables balances included in note (ii) We assessed recoverability on a sample basis by reference to
13 were £88,949k (2021: £91,185k), net of provisions of £11,729k cash received subsequent to year-end, agreement to the terms of
(2021: £13,031k). The recoverability of trade receivables and the the contract in place and issue of credit notes post year-end as
level of provisions for expected credit losses are considered to necessary;
be a key risk due to the significance of these balances to the
(iii) We considered the appropriateness of estimates regarding the
Financial Statements and the judgements required in making
level of expected credit loss for trade receivables and assessed
appropriate provisions.
whether the associated provisions were calculated in accordance
with the Group’s provisioning policies and/or whether there was
evidence of management bias in provisioning, obtaining supporting
evidence as necessary; and

DWF Group plc | Annual Report and Accounts 2022 121

Financial statements

Independent Auditor’s report to the members

of DWF Group plc continued
Key audit matter How our audit addressed the key audit matter

(iv) We also challenged management as to whether the

methodology applied in determining the appropriate expected
credit loss provisions appropriately reflected the level of risk in the
total receivables balance with consideration given to individual
counterparty credit risk and the general economic conditions in
each jurisdiction, taking into account in particular the impact of
macroeconomic conditions and inflationary pressures on
corporate solvency.
Based on our audit work, we found estimates made in the
recoverability of trade receivables to be acceptable. We also
consider the disclosures made in the financial statements to be
appropriate.
Carrying value of investments (parent) We obtained Management’s assessment of the carrying value of the
investments and we challenged:
Refer to note 1.1 and note 2 of the Company Financial Statements.
(i) the key assumptions for short and long term growth rates
The Company holds investments in its subsidiaries of £255,955k
in the forecast cash flows for those businesses underpinning
(2021: £247,281k).
the investees’ recoverable amounts, comparing them with
We focused on this area due to the size of the investment balances. historical results;

Management has performed an assessment of the recoverable (ii) the discount rate used in the calculations by assessing the cost
amount of the investments and compared this to the carrying value of capital for the Group and comparable organisations; and
using the same cash flow methodology applied in the impairment
(iii) the recoverability of investment in subsidiaries by comparing
test for goodwill.
the net asset values of these subsidiaries against the carrying
The results showed that no impairment was required against value of the investment including consideration of the market
these investments. capitalisation of the Group. There were no indications of
impairment identified.
(iv) We performed sensitivity analysis on the key assumptions within
the cash flow forecasts. This included sensitising the discount rate
applied to the future cash flows, and the short and longer term
growth rates and operating profit forecast.
Following the conclusion of our procedures above, we are satisfied
that no impairment is required.

How we tailored the audit scope All audit work was performed by the Group engagement team, with
We tailored the scope of our audit to ensure that we performed the exception of one component which was performed by a PwC
enough work to be able to give an opinion on the financial component audit team. The Group engagement team supervised
statements as a whole, taking into account the structure of the the direction and execution of the audit procedures performed
group and the company, the accounting processes and controls, and by the component team. Our involvement in their audit process
the industry in which they operate. included the review of their reporting and supporting working
papers. The Group engagement team also attended planning
The Group is organised into 68 reporting components and the
and clearance meetings during the audit cycle. Together with the
Group financial statements are a consolidation of these reporting
additional procedures performed at Group level, this gave us the
components. The reporting units vary in size. We identified two
evidence required for our opinion on the financial statements as
units that required a full scope audit of their financial information
a whole.
due to either their size or risk characteristics. These were DWF LLP
and DWF Law LLP. We also audited material consolidation journals. The Group engagement team also performed the audit of
Three reporting components were subject to audit procedures over the Company.
specific balances and transactions due to their contribution to the
Materiality
Group’s results: Revenue and trade and other receivables were in
The scope of our audit was influenced by our application of
scope for Rousaud Costas Duran S.L.P. Cash and cash equivalents
materiality. We set certain quantitative thresholds for materiality.
was in scope for DWF Poland Jamka and Property, plant and
These, together with qualitative considerations, helped us to
equipment was in scope for Mindcrest (India) Private Ltd. Our audit
determine the scope of our audit and the nature, timing and extent
scope was determined by considering the significance of each
of our audit procedures on the individual financial statement line
component’s contribution to net revenue and profit before tax, and
items and disclosures and in evaluating the effect of misstatements,
individual financial statement line items, with consideration to
both individually and in aggregate on the financial statements
obtaining sufficient coverage over identified risks.
as a whole.

122 DWF Group plc | Annual Report and Accounts 2022

Based on our professional judgement, we determined materiality for the financial statements as a whole as follows:

Strategic report
Financial statements – group Financial statements – company

Overall materiality £3.5m £3.2m

How we 1% of net revenue 1% of total assets capped at 90% of overall
determined it group materiality
Rationale for Based on the benchmarks used in the Annual Report, We believe that total assets is the primary measure used
benchmark applied net revenue is in our view the primary measure used by by the shareholders in assessing the performance of the
the shareholders in assessing the performance and entity, and is a generally accepted auditing benchmark

Governance
growth of the Group, and is a generally accepted for non trading companies.
auditing benchmark.

For each component in the scope of our group audit, we allocated a Based on the work we have performed, we have not identified
materiality that is less than our overall group materiality. The range any material uncertainties relating to events or conditions that,
of materiality allocated across components was between £1.5m and individually or collectively, may cast significant doubt on the group’s
£3.2m. Certain components were audited to a local statutory audit and the company’s ability to continue as a going concern for a
materiality that was also less than our overall group materiality. period of at least twelve months from when the financial statements
are authorised for issue.
We use performance materiality to reduce to an appropriately

Financial statements
low level the probability that the aggregate of uncorrected and In auditing the financial statements, we have concluded that the
undetected misstatements exceeds overall materiality. Specifically, directors’ use of the going concern basis of accounting in the
we use performance materiality in determining the scope of our preparation of the financial statements is appropriate.
audit and the nature and extent of our testing of account balances,
However, because not all future events or conditions can be
classes of transactions and disclosures, for example in determining
predicted, this conclusion is not a guarantee as to the group’s
sample sizes. Our performance materiality was 50% of overall
and the company’s ability to continue as a going concern.
materiality, amounting to £1.8m for the group financial statements
and £1.6m for the company financial statements. In relation to the directors’ reporting on how they have applied the

Other information
UK Corporate Governance Code, we have nothing material to add
In determining the performance materiality, we considered a
or draw attention to in relation to the directors’ statement in the
number of factors – the history of misstatements, risk assessment
financial statements about whether the directors considered it
and aggregation risk and the effectiveness of controls – and
appropriate to adopt the going concern basis of accounting.
concluded that an amount in the middle of our normal range
was appropriate. Our responsibilities and the responsibilities of the directors with
respect to going concern are described in the relevant sections of
We agreed with the Audit Committee of DWF Group plc that we
this report.
would report to them misstatements identified during our audit
above £175k (group audit) and £158k (company audit) as well as Reporting on other information
misstatements below those amounts that, in our view, warranted The other information comprises all of the information in the Annual
reporting for qualitative reasons. Report other than the financial statements and our auditors’ report
thereon. The directors are responsible for the other information,
Conclusions relating to going concern
which includes reporting based on the Task Force on Climate-related
Our evaluation of the directors’ assessment of the group’s and the
Financial Disclosures (TCFD) recommendations. Our opinion on the
company’s ability to continue to adopt the going concern basis of
financial statements does not cover the other information and,
accounting included:
accordingly, we do not express an audit opinion or, except to the
• We obtained from management their latest assessments that extent otherwise explicitly stated in this report, any form of
support the board’s conclusions with respect to the going concern assurance thereon.
basis of preparation for the financial statements;
In connection with our audit of the financial statements, our
• We evaluated management’s forecast and downside scenarios responsibility is to read the other information and, in doing so,
and challenged the adequacy and appropriateness of the consider whether the other information is materially inconsistent
underlying assumptions in comparison to headroom on debt with the financial statements or our knowledge obtained in the
covenants and facilities; audit, or otherwise appears to be materially misstated. If we identify
an apparent material inconsistency or material misstatement, we
• We reviewed management accounts for the financial period to
are required to perform procedures to conclude whether there is
date and checked that these were consistent with the starting
a material misstatement of the financial statements or a material
point of management’s scenarios and supported the key
misstatement of the other information. If, based on the work we
assumptions included in the assessments;
have performed, we conclude that there is a material misstatement
• We evaluated the historical accuracy of the budgeting process to of this other information, we are required to report that fact. We
assess the reliability of the data; have nothing to report based on these responsibilities.

• We have tested the mathematical integrity of management’s going With respect to the Strategic report and Directors’ Report, we also
concern forecast models; and considered whether the disclosures required by the UK Companies
Act 2006 have been included.
• We have reviewed the disclosures made in respect of going
concern included in the financial statements Based on our work undertaken in the course of the audit, the
Companies Act 2006 requires us also to report certain opinions
and matters as described below.

DWF Group plc | Annual Report and Accounts 2022 123

Financial statements

Independent Auditor’s report to the members

of DWF Group plc continued
Strategic report and Directors’ Report • The directors’ statement that they consider the Annual Report,
In our opinion, based on the work undertaken in the course of the taken as a whole, is fair, balanced and understandable, and
audit, the information given in the Strategic report and Directors’ provides the information necessary for the members to assess
Report for the year ended 30 April 2022 is consistent with the the group’s and company’s position, performance, business
financial statements and has been prepared in accordance with model and strategy;
applicable legal requirements.
• The section of the Annual Report that describes the review of
In light of the knowledge and understanding of the group and effectiveness of risk management and internal control systems;
company and their environment obtained in the course of the and
audit, we did not identify any material misstatements in the
• The section of the Annual Report describing the work of the Audit
Strategic report and Directors’ Report.
Committee of DWF Group plc.
Directors’ Remuneration
We have nothing to report in respect of our responsibility to report
In our opinion, the part of the Directors’ Remuneration report to
when the directors’ statement relating to the company’s compliance
be audited has been properly prepared in accordance with the
with the Code does not properly disclose a departure from a
Companies Act 2006.
relevant provision of the Code specified under the Listing Rules for
Corporate governance statement review by the auditors.
The Listing Rules require us to review the directors’ statements in
Responsibilities for the financial statements and the audit
relation to going concern, longer-term viability and that part of
Responsibilities of the directors for the financial statements
the corporate governance statement relating to the company’s
As explained more fully in the Directors’ Responsibility Statement,
compliance with the provisions of the UK Corporate Governance
the directors are responsible for the preparation of the financial
Code specified for our review. Our additional responsibilities with
statements in accordance with the applicable framework and for
respect to the corporate governance statement as other information
being satisfied that they give a true and fair view. The directors are
are described in the Reporting on other information section of
also responsible for such internal control as they determine is
this report.
necessary to enable the preparation of financial statements that are
Based on the work undertaken as part of our audit, we have free from material misstatement, whether due to fraud or error.
concluded that each of the following elements of the corporate
In preparing the financial statements, the directors are responsible
governance statement is materially consistent with the financial
for assessing the group’s and the company’s ability to continue as a
statements and our knowledge obtained during the audit, and we
going concern, disclosing, as applicable, matters related to going
have nothing material to add or draw attention to in relation to:
concern and using the going concern basis of accounting unless the
• The directors’ confirmation that they have carried out a robust directors either intend to liquidate the group or the company or to
assessment of the emerging and principal risks; cease operations, or have no realistic alternative but to do so.
• The disclosures in the Annual Report that describe those principal Auditors’ responsibilities for the audit of the financial statements
risks, what procedures are in place to identify emerging risks and Our objectives are to obtain reasonable assurance about whether
an explanation of how these are being managed or mitigated; the financial statements as a whole are free from material
misstatement, whether due to fraud or error, and to issue an
• The directors’ statement in the financial statements about
auditors’ report that includes our opinion. Reasonable assurance
whether they considered it appropriate to adopt the going
is a high level of assurance, but is not a guarantee that an audit
concern basis of accounting in preparing them, and their
conducted in accordance with ISAs (UK) will always detect a material
identification of any material uncertainties to the group’s and
misstatement when it exists. Misstatements can arise from fraud or
company’s ability to continue to do so over a period of at least
error and are considered material if, individually or in the aggregate,
twelve months from the date of approval of the financial
they could reasonably be expected to influence the economic
statements;
decisions of users taken on the basis of these financial statements.
• The directors’ explanation as to their assessment of the group’s
Irregularities, including fraud, are instances of non-compliance
and company’s prospects, the period this assessment covers and
with laws and regulations. We design procedures in line with our
why the period is appropriate; and
responsibilities, outlined above, to detect material misstatements
• The directors’ statement as to whether they have a reasonable in respect of irregularities, including fraud. The extent to which our
expectation that the company will be able to continue in procedures are capable of detecting irregularities, including fraud,
operation and meet its liabilities as they fall due over the period is detailed below.
of its assessment, including any related disclosures drawing
Based on our understanding of the group and industry, we
attention to any necessary qualifications or assumptions.
identified that the principal risks of non-compliance with laws
Our review of the directors’ statement regarding the longer-term and regulations related to Solicitors Regulation Authority (“SRA”)
viability of the group was substantially less in scope than an audit Regulation, and we considered the extent to which non-compliance
and only consisted of making inquiries and considering the directors’ might have a material effect on the financial statements. We also
process supporting their statement; checking that the statement considered those laws and regulations that have a direct impact
is in alignment with the relevant provisions of the UK Corporate on the financial statements such as the Companies Act 2006.
Governance Code; and considering whether the statement is We evaluated management’s incentives and opportunities for
consistent with the financial statements and our knowledge and fraudulent manipulation of the financial statements (including the
understanding of the group and company and their environment risk of override of controls), and determined that the principal risks
obtained in the course of the audit. were related to posting inappropriate journal entries to manipulate
reported results focusing on journals impacting revenue and profit
In addition, based on the work undertaken as part of our audit, we before tax and management bias in significant accounting estimates.
have concluded that each of the following elements of the corporate The group engagement team shared this risk assessment with the
governance statement is materially consistent with the financial component auditors so that they could include appropriate audit
statements and our knowledge obtained during the audit: procedures in response to such risks in their work. Audit procedures
performed by the group engagement team and/or component
auditors included:

124 DWF Group plc | Annual Report and Accounts 2022

• challenging assumptions and judgements made by management Appointment

Strategic report
in their significant accounting estimates, in particular around Following the recommendation of the Audit Committee of DWF
the valuation of unbilled revenue and the valuation of the Group plc, we were appointed by the members on 28 September
trade receivables; 2021 to audit the financial statements for the year ended 30 April
2022 and subsequent financial periods. This is therefore our first
• identifying and testing journal entries, in particular any journal
year of uninterrupted engagement.
entries posted with unusual account combinations;
• discussions with the Audit Committee, management and internal Other matter
audit, including consideration of known or suspected instances of
As required by the Financial Conduct Authority Disclosure Guidance
non-compliance with laws and regulation or fraud;

Governance
and Transparency Rule 4.1.14R, these financial statements form part
• performing unpredictable procedures as part of our audit; and of the ESEF-prepared annual financial report filed on the National
Storage Mechanism of the Financial Conduct Authority in accordance
• reviewing minutes of meetings of those charged with governance. with the ESEF Regulatory Technical Standard (‘ESEF RTS’). This
There are inherent limitations in the audit procedures described auditors’ report provides no assurance over whether the annual
above. We are less likely to become aware of instances of non- financial report has been prepared using the single electronic
compliance with laws and regulations that are not closely related to format specified in the ESEF RTS.
events and transactions reflected in the financial statements. Also, Jonathan Studholme (Senior Statutory Auditor)
the risk of not detecting a material misstatement due to fraud is for and on behalf of PricewaterhouseCoopers LLP

Financial statements
higher than the risk of not detecting one resulting from error, as Chartered Accountants and Statutory Auditors
fraud may involve deliberate concealment by, for example, forgery Manchester
or intentional misrepresentations, or through collusion.
21 July 2022
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

Other information
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 Directors’
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.

DWF Group plc | Annual Report and Accounts 2022 125

Financial statements

Consolidated income statement

Year ended 30 April 2022

2022 2021
Notes £’000 £’000

Revenue 3 416,052 400,948

Recoverable expenses 3 (65,810) (62,818)
Net revenue 3 350,242 338,130
Direct costs 3 (169,332) (166,349)
Gross profit 3 180,910 171,781
Administrative expenses (146,691) (187,471)
Trade receivables impairment 13 (2,973) (5,349)
Other impairment 4 (3,593) (4,595)
Operating profit/(loss) 4 27,653 (25,634)
Net finance expense 5 (3,664) (2,682)
Net interest expense on leases 5 (1,673) (2,284)
Profit/(loss) before tax 22,316 (30,600)

Total of adjusting items as defined under the Group’s alternative performance measures 2 (19,081) (64,792)
Adjusted profit before tax 2 41,397 34,192

Taxation 6 (2,029) (4,567)

Profit/(loss) for the year 20,287 (35,167)

Earnings/(losses) per share attributable to the owners of the parent:

Basic (p) 8 6.8 (11.9)
Diluted (p) 8 6.5 (11.9)

The results are from continuing operations.

Notes 1 to 27 are an integral part of these consolidated financial statements.

Consolidated statement of comprehensive income

Year ended 30 April 2022

2022 2021
£’000 £’000

Profit/(loss) for the year 20,287 (35,167)

Items that are or may be subsequently reclassified to the income statement:

Foreign currency translation differences – foreign operations 83 (2,855)
Total other comprehensive income/(expense) for the year 83 (2,855)
Total comprehensive income/(expense) for the year 20,370 (38,022)

There is no taxation on items within other comprehensive income.

Notes 1 to 27 are an integral part of these consolidated financial statements.

126 DWF Group plc | Annual Report and Accounts 2022

Consolidated statement of financial position
As at 30 April 2022

Re-presented

Strategic report
(note 1.21)
2022 2021
Notes £’000 £’000

Non-current assets
Intangible assets 10 45,604 49,173
Property, plant and equipment 11 11,239 12,615
Right-of-use assets 12 65,234 69,166

Governance
Investments – 227
Trade and other receivables 13 1,464 –
Deferred tax assets 20 3,938 4,649
Total non-current assets 127,479 135,830
Current assets
Trade and other receivables 13 190,174 183,506
Cash and cash equivalents (excluding bank overdrafts) 14 28,310 34,711

Financial statements
Total current assets 218,484 218,217
Total assets 345,963 354,047
Current liabilities
Trade and other payables 15 63,325 85,381
Corporation tax liabilities 6,190 6,030
Deferred consideration 890 1,699

Other information
Lease liabilities 16 14,576 13,104
Interest-bearing loans and borrowings 17 9,786 19,434
Provisions 18 6,315 3,764
Amounts due to members of partnerships in the Group 27 28,243 31,492
Total current liabilities 129,325 160,904
Non-current liabilities
Deferred tax liabilities 20 5,869 7,584
Lease liabilities 16 63,163 70,898
Interest-bearing loans and borrowings 17 90,344 75,444
Provisions 18 4,147 1,837
Total non-current liabilities 163,523 155,763
Total liabilities 292,848 316,667
Net assets 53,115 37,380
Equity
Share capital 21 3,254 3,246
Share premium 21 89,365 88,610
Treasury shares 21 (129) (129)
Other reserves 22 4,929 6,219
Accumulated losses 22 (44,304) (60,566)
Total equity 53,115 37,380

Notes 1 to 27 are an integral part of these consolidated financial statements.

The consolidated financial statements of DWF Group plc (company number: 11561594) were approved by the Board on 20 July 2022 and
signed on its behalf by:

Sir N Knowles C J Stefani

Group Chief Executive Officer Group Chief Financial Officer

DWF Group plc | Annual Report and Accounts 2022 127

Financial statements

Consolidated statement of changes in equity

Year ended 30 April 2022

Other reserves
Share-based
payments Translation Accumulated
Share capital Share premium Treasury shares Merger reserve reserve reserve losses
(note 21) (note 21) (note 21) (note 22) (note 22) (note 22) (note 22) Total equity
£’000 £’000 £’000 £’000 £’000 £’000 £’000 £’000

At 1 May 2021 3,246 88,610 (129) (2,385) 12,885 (4,281) (60,566) 37,380
Profit for
the year – – – – – – 20,287 20,287
Other
comprehensive
income – – – – – 83 – 83
Total
comprehensive
income – – – – – 83 20,287 20,370
Shares issued 8 755 – – – – – 763
Dividends paid – – – – – – (13,537) (13,537)
Share-based
payments
(note 23) – – – – 7,701 – – 7,701
Recycling of
share-based
payments
(note 23) – – – – (9,074) – 9,074 –
Tax on share-
based payments – – – – – – 438 438
At 30 April 2022 3,254 89,365 (129) (2,385) 11,512 (4,198) (44,304) 53,115

Year ended 30 April 2021

Other reserves
Share-based
payments Translation Accumulated
Share capital Share premium Treasury shares Merger reserve reserve reserve losses
(note 21) (note 21) (note 21) (note 22) (note 22) (note 22) (note 22) Total equity
£’000 £’000 £’000 £’000 £’000 £’000 £’000 £’000

At 1 May 2020 3,246 88,610 (20) (2,385) 9,672 (1,426) (28,500) 69,197
Loss for the year – – – – – – (35,167) (35,167)
Other
comprehensive
expense – – – – – (2,855) – (2,855)
Total
comprehensive
expense – – – – – (2,855) (35,167) (38,022)
Purchase of
treasury shares – – (109) – – – – (109)
Dividends paid – – – – – – (6,521) (6,521)
Share-based
payments
(note 23)* – – – – 12,642 – – 12,642
Recycling of
share-based
payments
(note 23)* – – – – (9,429) – 9,429 –
Tax on share-
based payments – – – – – – 193 193
At 30 April 2021 3,246 88,610 (129) (2,385) 12,885 (4,281) (60,566) 37,380

* These movements have been re-presented to separately identify the recycling of share-based payments.

Notes 1 to 27 are an integral part of these consolidated financial statements.

128 DWF Group plc | Annual Report and Accounts 2022

Consolidated statement of cash flows
Year ended 30 April 2022

2022 2021

Strategic report
Note £’000 £’000

Cash flows from operating activities

Cash generated from operations before adjusting items 26 41,623 65,161
Cash used to settle non-underlying items (8,464) (13,167)
Cash generated from operations 33,159 51,994
Interest paid (4,596) (5,064)
Tax paid (2,854) (3,155)

Governance
Net cash generated from operating activities 25,709 43,775
Cash flows from investing activities
Proceeds from sale of investment 227 –
Acquisition of subsidiary, net of cash acquired (3,540) (7,412)
Purchase of property, plant and equipment (3,581) (4,001)
Purchase of other intangible assets (4,300) (6,635)

Financial statements
Net cash flows used in investing activities (11,194) (18,048)
Cash flows from financing activities
Purchase of treasury shares – (109)
Dividends paid (13,537) (6,521)
Loan arrangement fee (626) (551)
Proceeds from borrowings 109,727 19,173

Other information
Repayment of borrowings (104,861) (17,553)
Repayment of principal of lease liabilities (13,396) (14,191)
Interest received 101 98
Capital contributions by members 2,132 4,276
Repayments to former members (1,072) (4,113)
Net cash flows from financing activities (21,532) (19,491)

Net (decrease)/increase in cash and cash equivalents (7,017) 6,236

Cash and cash equivalents at the beginning of year 34,580 28,727

Effects of foreign exchange rate changes on cash and cash equivalents 141 (383)
Cash and cash equivalents at the end of year 14 27,704 34,580

Notes 1 to 27 are an integral part of these consolidated financial statements.

DWF Group plc | Annual Report and Accounts 2022 129

Financial statements

Consolidated notes to the financial statements

Year ended 30 April 2022

1 Accounting policies with UK-adopted International Accounting Standards and with

1.1 General information the requirements of the Companies Act 2006 as applicable to
DWF Group plc (the ‘Company’), is a public limited company companies reporting under those standards.
domiciled in the United Kingdom under the Companies Act 2006,
The accounting policies set out below have, unless otherwise stated,
and registered in England. The registered office is 20 Fenchurch
been applied consistently to all periods presented in the Group
Street, London, EC3M 3AG.
financial statements.
The principal activities of the Company and its subsidiary
The financial statements have been prepared on the historical cost
undertakings (together referred to as the ‘Group’) and the nature
basis except where IFRS requires an alternative treatment.
of the Group’s operations are set out in the Strategic report.
Subsidiary and partnership undertakings
The presentational currency of the Group financial statements is
Subsidiary and partnership undertakings are entities which are
British Pounds Sterling, which is the functional currency of the
consolidated because they are controlled by the Group. The Group
Parent Company. Foreign operations are included in accordance
controls an entity when it is exposed to, or has rights to, variable
with the policies set out below.
returns from its involvement with the entity and has the ability to
For the year ending 30 April 2022 the following subsidiary affect those returns through its power over the entity. In assessing
undertakings of the Company were entitled to exemption from control, the Group takes into consideration potential voting rights.
audit under s479A of the Companies Act 2006 relating to subsidiary The financial information of subsidiary undertakings is included in
undertakings: the consolidated financial statements from the date that control
Registration
commences until the date that control ceases.
Subsidiary name number
Transactions eliminated on consolidation
DWF Holdings Limited 11552868 All intra-Group assets, liabilities, equity, income, expenses and cash
DWF Connected Services Group Limited 10826005 flows relating to transactions between the entities within the Group
are eliminated on consolidation.
DWF Connected Services Holdings Limited 10745072
Business combinations
DWF Connected Services Investments Limited 13396833 Business combinations are accounted for using the acquisition
DWF Costs Limited 10754856 method as at the acquisition date, which is the date on which control
is transferred to the Group.
DWF Advocacy Limited 10780559
DWF Resource Limited 11271111 The Group measures goodwill at the acquisition date as:

DWF Claims Limited 10586109 • the fair value of the consideration transferred; plus
DWF Adjusting Limited 10586114 • the fair value of any existing equity interest in the acquiree; less
DWF Forensic Limited 10749670 • the net recognised amount (generally fair value) of the identifiable
DWF Ventures Limited 10749685 assets acquired and liabilities assumed.
DWF Company Secretarial Services Limited 04176234 When the excess is negative, a gain on bargain purchase is
recognised in the income statement.
MOAT Pensions Limited SC134776
Greyfern Law Limited 06666404 Costs related to the acquisition, other than those associated with
the issue of debt or equity securities, are expensed as incurred.
DWF (Northern Ireland) LLP NC001393
Any contingent consideration payable is recognised at fair value at
Mindcrest UK Limited 10685700
the acquisition date. If the contingent consideration is classified as
DWF (TG) Limited 10568838 equity, it is not re-measured and settlement is accounted for within
DWF 360 Limited 03556829 equity. Otherwise, subsequent changes to the fair value of the
contingent consideration are recognised in the income statement.
NewCo 4736 Limited 12130043
1.3 Going concern
Zing 365 Holdings Limited 11920125
The Directors have assessed the going concern basis adopted by the
Zing Associates Limited 09322425 Group in the preparation of the consolidated financial statements,
Zing 365 Limited 10423788 taking into account the current financial position including its
available financing facilities, the business model and future outlook,
Try Solutions Limited 07424707 as well as the principal risks as listed in the Strategic Report. The
Marlborough Training and Consultancy Limited 04349133 Directors conclude that the Group has adequate resources to
continue as a going concern across the period of assessment.
1.2 Basis of accounting
Assessment of going concern
The Group financial statements consolidate those of the Company
The going concern assessment has been considered for the period
and its subsidiary undertakings and partnership undertakings.
to 31 July 2023 and is carried out as follows:
On 31 December 2020, IFRS as adopted by the European Union
• The Group’s Board-approved budget base case is used to
at that date was brought into UK law and became UK-adopted
calculate the net debt position, liquidity and covenant compliance
International Accounting Standards, with future changes being
and available headroom over the going concern period.
subject to endorsement by the UK Endorsement Board. The Group
transitioned to UK-adopted International Accounting Standards in its • The assessment of going concern is carried out with reference to
consolidated financial statements on 1 January 2021. This change available financing facilities, the ability to pay debts as they fall
constitutes a change in accounting framework. However, there is no due and the covenants associated with the financing facilities.
impact on recognition, measurement or disclosure in the period
• Plausible downside scenarios are modelled to quantify the impact
reported as a result of the change in framework. The consolidated
of an individual risk materialising over the going concern period.
financial statement of the Group have been prepared in accordance

130 DWF Group plc | Annual Report and Accounts 2022

• Mitigating actions which could be taken are identified, quantified • freezing recruitment and a slowdown in investment in recruitment

Strategic report
and included in the assessment. and reward;
• The reasonable worst case scenario, along with mitigating actions, • reducing discretionary operating spend such as marketing
is then used to test that the Group would continue to have and travel;
headroom in its available financing facilities, settle liabilities as
• reducing non-committed capital expenditure;
they fall due and comply with the associated financial covenants
over the going concern period. • revision of the existing dividend policy; and
Financing facilities • cost cutting measures in non-fee earning areas including an
The Group closed the year with committed banking facilities of acceleration of the execution of the Group’s real estate strategy

Governance
£127m (of which £97m were drawn). The largest of these is the and a reduction in headcount.
£100m revolving credit facility (‘RCF’) which was re-financed in
December 2021 to increase the facilities available to the Group. Reverse stress test
This RCF has an initial maturity of three years, with two one-year In addition to the modelling of the above scenarios, a reverse
extensions. The undrawn portion of the RCF is readily accessible and stress test was conducted by the Group to assess the quantum
does not require any further approval for drawdown by the Group’s of increased inflationary pressures and downside on trading
banking syndicate. Associated with the facility is a further £20m performance that would materially impact our ability to comply
accordion facility which is available on the same terms as the original with financial covenants. Such a material impact is not considered
RCF but is subject to the agreement of the banking syndicate for a reasonable scenario to adversely impact the going concern

Financial statements
drawdown. The modelled assumption is that we do not draw on this. assessment.
The facility agreement also permits the Group to obtain a further Conclusion
£30m of external funding and £15m of leasing facilities, if required. Based on this assessment, the Directors have a reasonable
The covenant thresholds across the assessment period are set expectation that the Group has sufficient resources to continue its
out below: operations for the period of assessment. In particular the Directors
Covenant Jul-22 Oct-22 Jan-23 Apr-23 Jul-23 have a reasonable expectation that it will operate under its existing
financing facilities, will comply with all covenants with adequate
Net Asset Value
headroom and settle all other liabilities as they fall due. The
to Consolidated

Other information
Directors therefore consider it appropriate for the Group to adopt
Net Borrowings 1.6x 1.6x 1.6x 1.6x 1.6x
the going concern basis in preparing these financial statements.
Interest Cover 4x 4x 4x 4x 4x
1.4 Foreign currency
Leverage 1.75x 1.75x 1.75x 1.75x 1.75x Transactions in foreign currencies are translated to the respective
functional currencies of Group entities at the foreign exchange rate
Each of the covenants noted above is measured on a pre-IFRS 16 ruling at the date of the transaction. Monetary assets and liabilities
basis in accordance with the banking facility agreement. Interest denominated in foreign currencies at the statement of financial
cover is defined as the ratio of EBITDA to interest expense, and position date are retranslated to the functional currency at the
leverage is defined as the ratio of net debt to EBITDA. The Group’s foreign exchange rate ruling at that date. Foreign exchange
budget anticipates a cash inflow during the going concern period, differences arising on translation are recognised in the consolidated
whereas 2021/22 reported a cash outflow although this was income statement within administrative expenses. Non-monetary
because of the repayment of all remaining COVID-19 VAT deferrals assets and liabilities that are measured in terms of historical cost in
of £10.7m in the year as well as the payment of acquisition related a foreign currency are translated using the exchange rate at the date
consideration. of the transaction.
Future outlook, risks and uncertainties The assets and liabilities of foreign operations, including goodwill
The going concern and viability assessments are closely linked and fair value adjustments arising on consolidation, are translated
and therefore the conclusions of the going concern assessment to the Group’s presentational currency, at foreign exchange rates
are directly relevant to and should be read in conjunction with the ruling at the statement of financial position date. The revenues and
viability statement. The Board-approved base case combined with expenses of foreign operations are translated at an average rate for
the annual three-year plan have been used to measure the going the year where this rate approximates to the foreign exchange rates
concern and future viability of the Group. This includes monitoring ruling at the dates of the transactions.
net debt positions and cash management activities of the Group
and their effect on covenant testing. The going concern and viability Exchange differences arising from this translation of foreign
of the Group have been assessed taking into account the potential operations are reported as an item of other comprehensive income
impact of certain scenarios arising from the principal risks and accumulated in the translation reserve.
and uncertainties. 1.5 Alternative performance measures (‘APMs’)
In particular, the Board has considered the impact of a range of In accordance with the Guidelines on APMs issued by the European
potential M&A activities including impacts on net assets, cash flows Securities and Markets Authority (‘ESMA’), additional information is
and covenants. In addition the assessment considers the reduction provided on the APMs used by the Group below. In the reporting of
in demand caused by either macro environmental factors, financial information, the Group uses certain measures that are not
commercial pipeline, our ability to retain or attract the correct level required under IFRS.
of talent as well as inflationary pressures over and above the These additional measures provide the Group’s stakeholders
base case. with additional information on the performance of the business.
Mitigating actions The measures are consistent with those used internally, and are
If faced with the reasonable worst-case scenario, the Board also considered insightful in understanding the financial performance
considers possible mitigating actions available to the Group to of the Group. The Group’s APMs provide an important measure
maintain liquidity and covenant compliance. These can be swiftly of how the Group is performing by providing insight in to how the
implemented should the worst-case scenario arise and include business is managed and measured on a day-to-day basis and
(but are not limited to): achieves consistency and comparability between reporting periods.
The APMs are primarily utilised in the following ways:

DWF Group plc | Annual Report and Accounts 2022 131

Financial statements

Consolidated notes to the financial statements continued

Year ended 30 April 2022

1 Accounting policies continued Trade and other payables

• Non-statutory measures; These are often sector specific KPIs Trade and other payables are recognised initially at fair value.
such as lock-up days, net revenue and cost to income ratio. These Subsequent to initial recognition they are measured at amortised
allow greater comparability of the Group’s performance within the cost using the effective interest method. Due to their short-term
legal sector. EBITDA and net debt are also widely utilised within nature they are not discounted.
the Group and are both regularly used among the listed legal
Interest-bearing loans and borrowings
sector and other listed businesses.
Interest-bearing borrowings are recognised initially at fair value less
• Adjusting items; These are adjustments to statutory profit metrics incremental transaction costs. Subsequent to initial recognition,
such as profit before tax (‘PBT’) and operating profit. These are interest-bearing loans and borrowings are stated at amortised cost
items (both recurring and non-recurring) that are material in using the effective interest method.
nature and include, but are not limited to, costs relating to
Impairment of financial assets
acquisitions, disposals and significant events or programmes,
The Group recognises a loss allowance for expected credit losses on
some of which span multiple years. These items are excluded
financial assets.
from adjusted PBT as management believe their inclusion distorts
the underlying trading performance. The Group recognises lifetime expected credit losses (‘ECL’) for
trade receivables and contract assets. The contract assets relate
• Non-underlying items; Non-underlying items, a subset of
to unbilled work in progress and have substantially the same risk
adjusting items, are non-trading, non-cash or one-off items where
characteristics as the trade receivables for the same types of
management consider the quantum or nature of such items would
contracts. The expected credit losses on these financial assets are
distort the view of the underlying performance of the Group.
estimated using a provision matrix based on the Group’s historical
By removing these items the reader is better able to compare
credit loss experience, general economic conditions and an
like-for-like performance that would otherwise be hard to
assessment of both the current as well as the forecast direction of
determine.
conditions at the reporting date, including the time value of money
The following are included by the Group in its assessment of where appropriate.
non-underlying items:
For other financial instruments, the Group recognises lifetime ECL
• Transaction expenses associated with acquisitions when there has been a significant increase in credit risk since initial
• Purchase price relating to acquisitions not treated recognition. However, if the credit risk on the financial instrument
as consideration has not increased significantly since initial recognition, the Group
• Expenses directly associated with COVID-19 measures the loss allowance for that financial instrument at an
• Expenses and impairment charges associated with office closures amount equal to 12-month ECL.
or scale-back of operations
Lifetime ECL represents the expected credit losses that will result
• Costs associated with the change of CEO; and
from all possible default events over the expected life of a financial
• Costs associated with re-financing.
instrument. In contrast, 12-month ECL represents the portion of
A complete list of APMs is included and fully defined in the glossary lifetime ECL that is expected to result from default events on a
to the financial statements. financial instrument that are possible within 12 months after the
reporting date.
1.6 Financial instruments
Non-derivative financial instruments comprise investments, trade The Group writes off a financial asset when there is information
and other receivables, cash and cash equivalents, trade and other indicating that the debtor is in severe financial difficulty and there
payables and interest bearing borrowings. Amounts due to is no realistic prospect of recovery, e.g. when the debtor has
members of partnerships in the Group are also non-derivative been placed under liquidation or has entered into bankruptcy
financial instruments and are covered in note 1.18. proceedings. Financial assets written-off may still be subject to
enforcement activities under the Group’s recovery procedures,
Trade and other receivables
taking into account legal advice where appropriate. Any recoveries
Under the Group’s business model, trade and other receivables are
made are recognised in the income statement.
held for collection of contractual cash flows and represent solely
payments of principal and interest. Trade receivables and other 1.7 Leases
receivables are recognised initially at fair value. Subsequent to initial At the inception of a contract, the Group assesses whether a
recognition, they are measured at amortised cost using the effective contract is, or contains, a lease, which conveys the right to control
interest method less any allowance for expected credit losses. the use of an identified asset for a period of time in exchange for
The Group applies the simplified approach in measuring expected consideration.
credit losses.
As a lessee
Trade and other receivables expected to be realised in the course Right-of-use assets are measured at cost, less any accumulated
of the Group’s operating cycle and those assets receivable within depreciation and impairment losses, and adjusted for any
one year from the reporting date are classified as current assets. re‑measurement of lease liabilities. The cost of right-of-use assets
All other trade and other receivables are classified as non- includes the amount of lease liabilities recognised, initial direct
current assets. costs incurred and lease payments made on or before the
commencement date, plus an estimate of the costs to dismantle
Cash and cash equivalents
and remove the underlying asset or to restore the underlying asset
Cash and cash equivalents comprise cash balances and cash
or the site on which it is located, less any lease incentives received.
deposits, and also include bank overdrafts. Bank overdrafts that
Right-of-use assets are depreciated over the shorter of the asset’s
are repayable on demand and form an integral part of the Group’s
useful life and the lease term on a straight-line basis.
cash management are included as a component of cash and cash
equivalents for the purpose of the statement of cash flows only. Lease liabilities are initially measured at the present value of lease
payments to be made over the lease term. The lease payments
include fixed payments (including in-substance fixed payments) less
any lease incentives receivable, variable lease payments that depend
on an index or a rate, and amounts expected to be paid under

132 DWF Group plc | Annual Report and Accounts 2022

residual value guarantees. The lease payments also include the Amounts due from lessees under finance leases are recognised as

Strategic report
exercise price of a purchase option reasonably certain to be lease receivables at the amount of the Group’s net investment in
exercised by the Group and payments of penalties for terminating the leases. The Group applies the de-recognition and impairment
a lease, if the lease term reflects the Group exercising the option requirements in IFRS 9 to the net investment in the lease.
to terminate.
Where sublease payments are received under operating leases,
The Group re-measures the lease liability (and makes a corresponding these are recognised as income on a straight-line basis over the
adjustment to the related right-of-use asset, or to the income sublease term as part of other income.
statement if the right-of-use asset carrying value has been reduced
1.8 Property, plant and equipment
to nil) whenever:
Property, plant and equipment are stated at cost less accumulated

Governance
• the lease term has changed or there is a change in the depreciation and accumulated impairment losses.
assessment of exercise of a purchase option, in which case the
Where parts of an item of property, plant and equipment have
lease liability is re-measured by discounting the revised lease
different useful lives, they are accounted for as separate items of
payments using a revised discount rate.
property, plant and equipment.
• the lease payments change due to changes in an index or rate or
a change in expected payment under a guaranteed residual value, Depreciation is charged to the income statement on a straight-line
in which cases the lease liability is re-measured by discounting the basis over the estimated useful life of each part of an item of
revised lease payments using the initial discount rate (unless the property, plant and equipment. The estimated useful lives are as
lease payments change is due to a change in a floating interest follows:

Financial statements
rate, in which case a revised discount rate is used). • Leasehold improvements The shorter of remaining
• a lease contract is modified and the lease modification is not lease term or 10 years
accounted for as a separate lease, in which case the lease liability • Computer equipment 4 years
is re-measured by discounting the revised lease payments using a • Office equipment and fixtures 5 to 10 years
revised discount rate. and fittings
In calculating the initial present value of lease payments, the Group
uses the incremental borrowing rate specific to each lease at the Depreciation methods, useful lives and residual values are reviewed
lease commencement date if the interest rate implicit in the lease is at each statement of financial position date.

Other information
not readily determinable. After the commencement date, the lease 1.9 Intangible assets
liability is measured at amortised cost using the effective interest Goodwill
method. The amount of lease liabilities is increased to reflect the Goodwill is stated at cost less any accumulated impairment losses.
accretion of interest and reduced for the lease payments made. Goodwill is allocated to cash-generating units and is not amortised
In addition, the carrying amount of lease liabilities is re-measured if but is tested annually for impairment (note 10).
there is a modification, a change in the lease term, a change in the
in-substance fixed lease payments or a change in the assessment to Customer relationships
purchase the underlying asset. The Group recognises acquired customer relationships at their fair
value at the date of acquisition less any accumulated impairment
Extension and termination options are included in several leases losses. Customer relationships are amortised on a straight-line basis
across the Group. The Group determines the lease term as the over their estimated useful life.
non-cancellable term of the lease, together with any periods covered
by an option to extend the lease if it is reasonably certain to be Brand
exercised, or any period covered by an option to terminate the lease The Group recognises acquired brands at their fair value at the date
if it is reasonably certain not to be exercised. The Group applies of acquisition less any accumulated impairment losses. Brands are
judgement in evaluating whether it is reasonably certain to exercise amortised on a straight-line basis over their estimated useful life.
an option to renew or terminate a lease. Management considers
Software
all facts and circumstances that create an economic incentive to
Costs associated with maintaining software programmes are
exercise an extension option, or not exercise a termination option.
recognised as an expense as incurred. Development costs that are
After the commencement date, the Group reassesses the lease term
directly attributable to the design and testing of identifiable and
if there is a significant event or change in circumstances that is
unique software products controlled by the Group are recognised
within its control and affects its ability to exercise, or not to exercise,
as intangible assets where the following criteria are met:
the option to renew or terminate the contract.
• it is technically feasible to complete the software so that it will be
Payments associated with short-term leases, leases of intangible
available for use;
assets and leases of low-value assets (with a value of less than
• management intends to complete and software and use or sell it;
£5,000) are recognised on a straight-line basis as an expense in
• there is an ability to use or sell the software;
the income statement. Short-term leases have a term of 12 months
• it can be demonstrated how the software will generate probable
or less.
future economic benefits;
As a lessor • adequate technical, financial and other resources to complete the
Where the Group acts as an intermediate lessor, it accounts for its development and to use or sell the software are available; and
interests in the head lease and the sublease separately. • the expenditure attributable to the software during its
development can be reliably measured.
It determines at the inception of a sublease whether each sublease
is a finance or operating lease. To classify each lease, the Group Directly attributable costs that are capitalised as part of the
makes an overall assessment of whether the sublease transfers software include employee costs.
substantially all of the risks and rewards of ownership of the right-of-
Capitalised development costs are recorded as intangible assets
use asset arising from the head lease. Where this is the case, it is
and amortised from the point at which the asset is ready for use.
classified as a finance lease. As part of this assessment, the Group
considers indicators such as whether the sublease term constitutes
a major part of the economic life of the right-of-use asset.

DWF Group plc | Annual Report and Accounts 2022 133

Financial statements

Consolidated notes to the financial statements continued

Year ended 30 April 2022

1 Accounting policies continued 1.12 Share-based payments

Amortisation The Group operates equity-settled, share-based compensation
Intangible assets with finite lives are amortised to the income plans, under which the business receives services from members
statement, through administrative expenses, on a straight-line of partnerships within the Group (‘members’) and employees as
basis over their estimated useful lives. The estimated useful lives consideration for equity instruments (share awards and options) of
are as follows: the Group. The fair value of the services received in exchange for the
• Customer relationships 2 to 10 years grant of share awards is recognised as an expense. The total amount
• Brand 2 to 9 years to be expensed is determined by reference to the fair value of the
share awards and options granted, excluding the impact of any
• Software costs 4 years
non-market service and performance vesting conditions (for
• Capitalised development costs 3 to 4 years example, remaining engaged by the entity over a specified time
period). Non-market vesting conditions are included in assumptions
1.10 Impairment about the number of share awards and options that are expected
Non-financial assets to vest. The total amount expensed is recognised over the vesting
The carrying amounts of the Group’s non-financial assets are period, which is the period over which all of the specified existing
reviewed at each reporting date to determine whether there is any conditions are to be satisfied. At each statement of financial position
indication of impairment. If any such indication exists, then the date, the Group revises its estimates of the number of share awards
asset’s recoverable amount is estimated. For goodwill and intangible and options that are expected to vest based on the non-market
assets that have indefinite useful lives or that are not yet available vesting conditions. It recognises the impact of the revision to original
for use, the recoverable amount is estimated each year at the estimates, if any, in the income statement, with a corresponding
same time. adjustment to the share-based payments reserve within equity.
Cash-generating units (‘CGU’) have been determined on the basis The social security contributions in connection with the grant of the
of service offering, dependencies and locations of members of the share awards are considered separate to the grant, and the charge
Group. The recoverable amount of an asset or CGU is the greater of will be treated as a cash-settled transaction.
its value in use and its fair value less costs to sell. In assessing value
in use, the estimated future cash flows are discounted to their The cumulative share-based payment charge held in reserves is
present value using a pre-tax discount rate that reflects current recycled into retained earnings when the share awards or options
market assessments of the time value of money and the risks lapse or are exercised.
specific to the asset. For the purpose of impairment testing, assets
1.13 Share capital
that cannot be tested individually are grouped together into the
Ordinary shares are classified as equity. Incremental costs directly
smallest group of assets that generates cash inflows from continuing
attributable to the issue of new shares or options are shown in
use that are largely independent of the cash inflows of other assets
equity as a deduction, net of tax, from the proceeds. See note 22 for
or groups of assets (the ‘cash-generating unit’ or ‘CGU’). The goodwill
more information.
acquired in a business combination, for the purpose of impairment
testing, is allocated to CGUs that are expected to benefit from Where any Group company purchases the Company’s equity share
the synergies of the combination. For the purposes of goodwill capital (‘treasury shares’), the consideration paid, including any
impairment testing, CGUs to which goodwill has been allocated directly attributable incremental costs (net of income taxes), is
are aggregated so that the level at which impairment is tested deducted from equity attributable to the Company’s equity holders
reflects the lowest level at which goodwill is monitored for internal until the shares are cancelled or reissued.
reporting purposes but not at a level higher than the Group’s
1.14 Revenue recognition
operating segment.
Revenue
An impairment loss in respect of goodwill is not reversed. In respect The Group generates revenue primarily by delivering professional
of other assets, impairment losses recognised in prior periods are services to clients, with the types of services offered being similar
assessed at each reporting date for any indications that the loss has within each of its divisions. These services, when delivered to
decreased or no longer exists. An impairment loss is reversed if individual clients, are almost always bespoke in nature. However, the
there has been a change in the estimates used to determine the performance obligations tend to be consistent from client to client
recoverable amount. An impairment loss is reversed only to the and the two that the Group most commonly satisfies are:
extent that the asset’s carrying amount does not exceed the carrying
• legal advice and services; and
amount that would have been determined, net of depreciation or
• non-legal advice and services that are complementary to
amortisation, if no impairment loss had been recognised.
legal services.
1.11 Employee benefits
As a provider of professional services, the Group generally does not
Defined contribution plans
have obligations for returns, refunds or other similar obligations, nor
A defined contribution plan is a post-employment benefit plan
does it have warranties or other related obligations.
under which the Group pays fixed contributions into a separate
entity and will have no legal or constructive obligation to pay further The amount of consideration the Group receives varies from both
amounts. Obligations for contributions to defined contribution service to service and from client to client, reflecting the bespoke
pension plans are recognised as an expense in the income nature of the services provided. The consideration typically reflects
statement in the periods during which services are rendered the skills and experience of the individuals who provide the services
by employees. as well as the availability of similar skills and experience in the wider
professional services market. These factors tend to vary from
Short-term benefits
business to business.
Short-term employee benefit obligations are measured on an
undiscounted basis and are expensed as the related service is
provided. A liability is recognised for the amount expected to be
paid under short-term cash bonus or profit-sharing plans if the
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.

134 DWF Group plc | Annual Report and Accounts 2022

Consideration includes recoverable expenses. Recoverable 1.15 Financing income and expenses

Strategic report
expenses (often referred to as disbursements) are necessarily Financing expenses comprises interest payable, unwinding of the
incurred to deliver on the Group’s contractual promises to its clients discount on provisions, and net foreign exchange losses that are
that make the Group principal in the transaction. recognised in the income statement (see foreign currency
accounting policy – note 1.4).
The consideration the Group receives is primarily based on one of
three types of fee arrangements: Financing income comprises interest receivable on funds invested,
interest income on lease receivables and dividend income. Interest
• time and materials;
income and interest payable is recognised in the income statement
• fixed fee; and
as it accrues, using the effective interest method. Dividend income
• contingent fee.

Governance
is recognised in the income statement on the date the entity’s right
The Group adjusts its estimate of revenue throughout the to receive payments is established. Interest income and interest
contractual period of providing services as circumstances change payable is recognised in the income statement as it accrues, using
and are reflected in the income statement in the period in which the effective interest method. Dividend income is recognised in the
the circumstances that give rise to the revision become known. income statement on the date the entity’s right to receive payments
The Group’s contractual arrangements comprise a single is established.
performance obligation. Fee arrangements are constrained to
Foreign currency gains and losses are reported on a net basis.
the amounts expected to be recovered in accordance with the
requirements of IFRS 15. In virtually all fee arrangements the Group 1.16 Taxation

Financial statements
has an enforceable right to payment for services rendered and, Current tax
given the bespoke nature of the services provided, recognises The tax expense represents the current tax relating to the Company
revenue over time as such services are rendered. and other Group entities. The current tax expense is based on
taxable profits of these entities for the year. Taxable profit differs
The Group measures progress in satisfying the performance
from net profit as reported in the income statement because it
obligations as follows:
excludes items of income or expense that are taxable or deductible
• For time and materials arrangements, revenue is recognised as in other years and it further excludes items that are never taxable or
the work is performed as captured daily by fee earners recording deductible. The current tax liability is calculated using tax rates that
time against specific matters at contracted rates. The contracted have been enacted or substantively enacted by the statement of

Other information
rates are constrained to a true recovery rate. The revenue financial position date.
constraint is determined with reference to historical recovery
Current tax assets and liabilities are offset only when there is a
rates, specific agreements with clients and amounts considered
legally enforceable right to set off the amounts and the Group
irrecoverable by fee earners.
intends to either settle on a net basis or realise the asset and settle
• For contingent fee arrangements, revenue is recognised in the
the liability simultaneously.
same method as the time and materials arrangements above.
However, there is a further constraint based on projected Deferred tax
success rate. Deferred tax is provided using the balance sheet liability method
• For fixed fee arrangements, the appropriate proportion of on any temporary differences between the carrying amounts for
revenue to be recognised is measured by assessing time incurred financial reporting purposes and those for taxation purposes.
to date, at an hourly rate that reflects the seniority and expertise Deferred tax liabilities are generally recognised for all taxable
of each individual, as a proportion of the total expected time at temporary differences and deferred tax assets are recognised to the
these rates for the arrangement. extent that it is probable that taxable profits will be available against
which deductible temporary differences can be utilised. Such assets
The Group typically invoices its customers monthly or quarterly
and liabilities are not recognised if the temporary differences arise
in arrears, or for certain projects at the end of the engagement,
from the initial recognition of goodwill.
but payment terms do vary depending on the types of services
being offered or for individual contractual agreements. As the Deferred tax liabilities are not recognised for temporary differences
performance obligation is satisfied, revenue is recognised and arising on investments in subsidiaries where the Group is able to
amounts recoverable from clients in respect of unbilled revenue control the reversal of the temporary difference and it is probable
(contract assets) are simultaneously created. Deferred income that the temporary difference will not reverse in the foreseeable
represents amounts invoiced for performance obligations which future. Deferred tax is calculated at the tax rates that are expected
are not yet satisfied. to apply in the period when the liability is settled or the asset is
realised. Deferred tax assets and liabilities are offset when they
The Group has determined that no significant financing component
relate to income taxes levied by the same taxation authority and
exists in respect of its professional services, as the period between
the Group intends to settle its current tax assets and liabilities on
when the Group transfers a promised service to a client and when
a net basis.
the client pays for that service will be one year or less.
Current tax and deferred tax for the year
The majority of services performed by the Group are in respect of
Current and deferred tax are recognised in the income statement,
contracts with an expected duration of one year or less either
except when they relate to items that are recognised in other
because the goods or services are expected to be provided within a
comprehensive income or directly in equity, in which case,
12-month period or because the client and/or the Group has the
the current and deferred tax are also recognised in other
right to terminate the contract without substantive penalty upon the
comprehensive income or directly in equity respectively. Where
delivery of written notice.
current tax or deferred tax arises from the initial accounting for a
business combination, the tax effect is included in the accounting
for the business combination.

DWF Group plc | Annual Report and Accounts 2022 135

Financial statements

Consolidated notes to the financial statements continued

Year ended 30 April 2022

1 Accounting policies continued Critical judgement in applying the Group’s accounting policies
A share of the Group’s profits is earned by the limited liability Control over the ABS and non-ABS groups
partnerships (‘LLPs’) within the Group. The taxation on profits Regulations in certain jurisdictions in which the Group is
earned by the LLPs is, generally, recognised as a liability borne represented allow Alternative Business Structures (‘ABS’) where
by the members. The members include a corporate entity and legal firms can be owned by non-lawyers. This is not the case in
individual persons. The corporate member is subject to taxation other jurisdictions (‘non-ABS’). As a result, DWF LLP, the head of the
on its share of the LLPs’ profits as set out above. Taxation on the non-ABS group, is not directly owned by any entity within the ABS
individual persons’ share of the LLPs’ profits remains their personal group (which includes the ultimate parent, DWF Group plc).
liability so neither taxation nor related deferred taxation is
Consolidation of DWF LLP and the other non-ABS entities depends
accounted for in the financial information of the Group, although
on the assessment of whether a member of the ABS group is
payment of such liabilities is administered by the Group on behalf
exposed, or has rights, to variable returns from its involvement with
of those members.
such entity and has the ability to affect those returns through its
1.17 Dividends power over such entity. Therefore, judgement is required in this
Dividend distributions are recognised in the consolidated financial assessment to determine if the non-ABS entities should be
statements when the shareholders’ right to receive payment is consolidated in the Group accounts.
established.
A Governance Deed exists between DWF Law LLP (as representative
Final dividend distributions are recognised in the period in which of the ABS group) and DWF LLP. This Governance Deed mandates
they are approved by the shareholders, whilst interim dividend that the executive Board of both DWF Law LLP and DWF LLP be the
distributions are recognised in the period in which they are declared same, bestowing DWF Law LLP the ability to affect returns of DWF
and paid. LLP and meaning that DWF Law LLP’s members have rights to
variable returns from DWF LLP. On this basis, DWF LLP and the other
1.18 Transactions with and amounts due to members of
non-ABS entities are consolidated in these financial statements.
partnerships in the Group
Divisible profits and payments to members of partnerships in Key sources of estimation uncertainty
the Group The key assumption concerning the future, and other key source
Members of partnerships within the Group (‘members’), under of estimation uncertainty at the reporting period that may have
the terms of the relevant members’ agreement, draw monthly on a significant risk of causing material adjustment of the carrying
account. Drawings are based on a fixed share. Any unallocated amounts of assets and liabilities within the next financial year,
profit after distribution to members is included in retained earnings/ is discussed below.
accumulated losses.
Revenue recognition and valuation of unbilled revenue
All members have a fixed share that forms part of a wider The amount of variable consideration to be constrained in a time
remuneration package. This amount is reviewed on an annual basis and material contract and the stage of completion of fixed fee
and is recognised within the income statement within direct costs. contracts are key sources of estimation uncertainty. When services
The amounts that are due to the members are recognised as are invoiced, the uncertainty is removed so this applies to the
amounts due to members of partnerships in the Group. See note 27. unbilled revenue only, recorded as amounts recoverable from
clients in respect of unbilled revenue in the statement of financial
Members’ remuneration charged as an expense
position (the contract asset). Respective amounts are provided in
Members’ remuneration charged as an expense is recognised
note 13.
within direct costs totalling £43.7m (2021: £41.4m). This has been
calculated based on the Total Fixed Annual Compensation Amount, For the estimates of revenue constraint and stage of completion,
which is the members’ annual fixed profit share plus, for some the Group estimates the value of the services provided to date as
members, a nominal salary. Any dividend income received as a proportion of the expected revenue under the contract. The
Shareholders and amounts from participation in share incentive expected revenue under the contract is either the anticipated level
plans are excluded from members’ remuneration charged as of price concession or the fixed fee. These estimates are based on
an expense. specific client agreements, historical performance and forward-
looking factors including improving efficiencies.
1.19 Changes in accounting policies and disclosures
New and amended standards adopted by the Group In valuing the Group’s unbilled revenue a per-hour recovery rate is
There are no new IFRS or IFRIC Interpretations that are effective for used. A 5% increase in the per-hour recovery rate would lead to a
the first time this financial year which have a material impact on £3,665,564 increase in the carrying value of amounts recoverable
the Group. from clients in respect of unbilled revenue and a £3,665,564
increase in revenue, profit before tax and equity. A 5% decrease
New standards, amendments and interpretations issued but not
in the per-hour recovery rate would lead to an equal and opposite
effective for the financial year beginning 1 May 2021 and not
impact on the carrying value of amounts recoverable from clients
adopted early
in respect of unbilled revenue and revenue.
There are no other IFRS or IFRIC Interpretations that are not yet
effective that would be expected to have a material impact on 1.21 Re-presentation of comparative period
the Group. The consolidated statement of financial position has been re-
presented for the comparative period to present the IFRS 16
1.20 Accounting estimates and judgement
right-of-use assets as a standalone financial statement line item in
The preparation of the financial statements under IFRS requires
order to provide users with clearer information on the leased assets.
management to make judgements, estimates and assumptions
Note 11 now comprises solely the property, plant and equipment
which affect the financial information. The estimates and associated
information, and Note 12 comprises solely IFRS 16 right-of-use
assumptions are based on historical experience and other factors
asset information.
that are considered to be relevant and are reviewed on an ongoing
basis. The critical judgements and key estimates applicable to these This note is intended to disclose material re-presentations within
financial statements are set out below. the primary financial statements. For other re-presentations within
note disclosures, explanations have been provided within the note
that has been changed.

136 DWF Group plc | Annual Report and Accounts 2022

2 Alternative performance measures

Strategic report
APMs are not intended to supplant IFRS measures but are included in response to investor feedback or to provide readers of the financial
statements with additional understanding of the underlying trading performance of the Group.
APMs are fully defined and information as to why they are useful is provided in the glossary to the financial statements on pages 169 to 173.
Adjusted profit before tax reconciles to profit/(loss) before tax as follows:
2022 2021
£’000 £’000

Profit/(loss) before tax 22,316 (30,600)

Governance
Adjusting items:
Amortisation of intangible assets – acquired 4,655 4,609
Impairment of intangible assets 2,966 1,411
Impairment of tangible and right of use assets 627 3,134
Impairment of investments – 50
Non-underlying items 1,224 27,101

Financial statements
Share-based payments expense 9,609 28,510
Gain on investment – (23)
Total of adjusting items 19,081 64,792
Adjusted PBT 41,397 34,192

Adjusted PBT reconciles to profit/(loss) before tax with reconciling items by nature as follows:
2022 2021
£’000 £’000

Other information
Profit/(loss) before tax 22,316 (30,600)
Office closures and scale-backs (238) 14,898
Acquisition-related expenses 9,564 20,743
DWF RCD modification impact – 13,796
Change of CEO – 1,011
Impact of COVID-19 – 1,011
Other share-based payment expenses 9,609 13,333
Refinancing costs 146 –
Adjusted PBT 41,397 34,192

Cash used to settle non-underlying items includes £3.8m (FY2021: £2.3m) relating to closures and £4.6m (FY2021: £6.9m) relating to the
remuneration element of purchase price payments for acquisitions.
Non-underlying items are set out in the table below:
2022 2021
£’000 £’000

Acquisition-related advisory fees – successful a 336 31

Acquisition-related advisory fees – aborted b – (544)
Acquisition-related expense c 1,104 15,222
COVID-19-related costs d – 1,011
Closure and scale-back of operations e (362) 10,370
Costs associated with the change of CEO f – 1,011
Non-underlying items within operating profit 1,078 27,101
Non-underlying finance expense g 146 –
Total non-underlying items 1,224 27,101

a. The Group periodically considers and analyses potential acquisition targets and recognises there is inherent complexity and risk
associated with acquisitions. The Group manages this by employing external professional advisors to perform legal, financial, commercial
and tax due diligence on targets. These costs relate to opportunities the Group identifies and pursues, of which a portion result in
successful acquisitions. Acquisition fees in the current period relate to the acquisitions of Zing and BCA.
b. No fees have been incurred in the current period for aborted acquisitions. Prior year aborted acquisition-related advisory fees are
releases of accruals for work done in FY2020 that were credited following the decision to abort the transaction.

DWF Group plc | Annual Report and Accounts 2022 137

Financial statements

Consolidated notes to the financial statements continued

Year ended 30 April 2022

2 Alternative performance measures continued

c. Acquisition-related expense relates to the remuneration expense from the acquisition of Mindcrest in FY2020. Payments to the sellers
of Mindcrest were deemed to be remuneration (and not consideration) under IFRS 3, and therefore expensed over the deemed service
period rather than included in goodwill. As these costs are not considered recurring and ceased in February 2022, they have been
included within adjusting items in order to give greater clarity of underlying trading performance. The prior year comparator is of the
same nature but relates to both the Mindcrest and RCD acquisitions, including the costs relating to the modification of the RCD
acquisition agreement (see note 9).
d. COVID-19 related costs were incurred between March 2020 and October 2020 and relate to one-off additional expenses for IT support
and sanitisation of offices that covers the period of the first UK national lockdown. As the Group was not making use of its UK offices
during this period and was already supporting agile working across its workforce, these costs are one-off and specifically as a result of
COVID-19.
e. Closure and scale-back of operations in the current year relate to the scale-back of the operations in Australia, which began in FY2021,
and Germany. The credit in the current year principally reflects working capital provisions made for Germany, offset by the reversal of
a provision made for Australia in FY2021. The prior year costs relate to the Board decision to close the Singapore and Brussels offices
and to scale back the operations in Dubai and Australia. These costs comprise people and supplier exit expenses as a result of the
decision taken.
f. Costs of the prior year relate to the one-off costs for the change in CEO.
g. These costs are associated with the re-financing and include professional fees incurred that are significant in value and by their nature
are not recurring annually. More detail around the refinancing can be found in note 17.
The cost to income ratio is used to assess the levels of operational gearing in the Group. The cost to income ratio is defined as
administrative expenses less adjusting items and divided by net revenue and is calculated as follows:
2022 2021
£’000 £’000

Net revenue 350,242 338,130

Administrative expenses and impairment 153,257 197,415
Total of adjusting items (19,081) (64,792)
Less: re-financing costs included in adjusting items 146 –
Adjusted administrative expenses 134,322 132,623
Cost to income ratio 38.4% 39.2%

3 Operating segments
Reporting segments
In accordance with IFRS 8: Operating Segments (‘IFRS 8’), the Group’s operating segments are based on the operating results reviewed
by the executive directors of the Board, who represent the chief operating decision maker (‘CODM’). The Group has the following three
strategic divisions, which are its reportable segments. These divisions offer different services and are reported separately because of
different specialisms within teams in the business group.
The following summary describes the operations of each reportable segment:
Reportable segment Operations

Legal Advisory Services Premium legal advice, commercial intelligence and relevant industry experience.
Connected Services Collection of products and business services that enhance and complement our legal offerings.
Mindcrest Outsourced and process-led legal services, designed to standardise, systemise, scale and optimise
legal workflows.

The revenue, net revenue and gross profit are attributable to the principal activities of the Group.
Effective from 1 May 2021, the Group changed from five strategic divisions to three more streamlined, consistent and efficient global
divisions that match the Group’s strategy.

138 DWF Group plc | Annual Report and Accounts 2022

The comparative period table below has been re-presented to reflect the current divisional structure.

Strategic report
For year ended 30 April 2022
Legal Connected
Advisory Services Mindcrest Total
£’000 £’000 £’000 £’000

Revenue 355,063 34,181 26,808 416,052

Recoverable expenses (63,110) (324) (2,376) (65,810)
Net revenue 291,953 33,857 24,432 350,242

Governance
Direct costs (138,729) (18,828) (11,775) (169,332)
Gross profit 153,224 15,029 12,657 180,910
Gross margin % 52.5% 44.4% 51.8% 51.7%
Administrative expenses (146,691)
Trade receivables impairment (2,973)
Other impairment (3,593)

Financial statements
Operating profit 27,653
Net finance expense (3,664)
Net interest expense on leases (1,673)
Profit before tax 22,316
Taxation (2,029)
Profit for the year 20,287

Other information
For year ended 30 April 2021 – Re-presented
Legal Connected
Advisory Services Mindcrest Total
£’000 £’000 £’000 £’000

Revenue 345,559 28,752 26,637 400,948

Recoverable expenses (60,233) (329) (2,256) (62,818)
Net revenue 285,326 28,423 24,381 338,130
Direct costs (137,487) (16,225) (12,637) (166,349)
Gross profit 147,839 12,198 11,744 171,781
Gross margin % 51.8% 42.9% 48.2% 50.8%
Administrative expenses (187,471)
Trade receivables impairment (5,349)
Other impairment (4,595)
Operating loss (25,634)
Net finance expense (2,682)
Net interest expense on leases (2,284)
Loss before tax (30,600)
Taxation (4,567)
Loss for the year (35,167)

There are no inter-segmental revenues which are material for disclosure. Administrative expenses represent indirect costs that are not
specifically allocated to segments.
Non-current assets, revenue and net revenue by region
The UK is the Group’s country of domicile and the Group generates the majority of its revenue from external clients in the UK.
The geographical analysis of revenue and net revenue is on the basis of the country of origin in which the client is invoiced.

DWF Group plc | Annual Report and Accounts 2022 139

Financial statements

Consolidated notes to the financial statements continued

Year ended 30 April 2022

3 Operating segments continued

The Group’s non-current assets, net revenue and revenue by geographical region are as follows:
Non-current assets Revenue Net revenue
Re-presented* Re-presented*
2022 2021 2022 2021 2022 2021
£’000 £’000 £’000 £’000 £’000 £’000

UK 57,141 71,758 310,381 290,966 250,584 234,824

Spain 23,935 26,087 36,515 33,530 36,515 33,530
Asia 14,063 15,701 11,107 9,260 8,838 7,976
Rest of World 26,938 17,408 58,049 67,192 54,305 61,800
Total allocated to geographical regions 122,077 130,954 416,052 400,948 350,242 338,130

Deferred tax assets 3,938 4,649

Non-current other trade receivables 1,464 –
Investments – 227
Total 127,479 135,830

* The revenue and net revenue for 2021 have been re-presented for consistent comparison with 2022 to reflect a change in the allocation of which countries were
included in Asia and Rest of World.

Total assets and liabilities for each reportable segment are not provided to the CODM and therefore not presented.
4 Operating profit and auditor’s remuneration
2022 2021
£’000 £’000

Recognised in the income statement

Impairment of intangible assets 2,966 1,411
Amortisation of intangible assets – acquired 4,655 4,609
Impairment of property, plant and equipment and right-of-use assets 627 3,134
Impairment of investment – 50
Gain on sale of investment – (23)
Non-underlying items (less: non-underlying finance expense) 1,078 27,101
Share-based payments expense (note 23) 9,609 28,510
Total of adjusting items within operating profit 18,935 64,792
Members’ remuneration charged as an expense 43,670 41,361
Net foreign exchange gain (1,856) (55)
Amortisation of intangible assets – software and capitalised development costs 4,251 2,244
Depreciation of tangible assets 2,960 4,745
Depreciation of right-of-use assets 12,737 11,977
Gain on disposal of leases – (775)
Auditor’s remuneration
Audit of the Group financial statements 510 369
Audit fees in respect of prior periods – 99
Total audit fees 510 468
Amounts payable to the Company’s auditor and its associates in respect of:
Audit of financial information of subsidiaries, subsidiary undertakings and partnerships of the
DWF Group plc 125 158
Other assurance services – 44
Other services pursuant to legislation or regulation 105 107
Total fees 740 777

140 DWF Group plc | Annual Report and Accounts 2022

5 Net finance expense

Strategic report
2022 2021
£’000 £’000

Finance income
Interest receivable 101 98
101 98
Finance expense
Interest payable on bank borrowings 2,300 1,767

Governance
Other interest payable 54 47
Bank and other charges 1,265 966
Non-underlying finance expense 146 –
3,765 2,780
Net finance expense 3,664 2,682
Net interest expense on leases

Financial statements
Interest expense on lease liabilities 1,673 2,284
1,673 2,284

6 Taxation
2022 2021
£’000 £’000

UK corporation tax on profit/loss 5,639 5,582

Other information
Foreign tax on profit 2,822 1,576
Adjustments in respect of prior periods (5,443) (129)
Current tax expense 3,018 7,029
Deferred tax credit (2,354) (2,468)
Adjustments in respect of prior periods 1,365 6
Total deferred tax credit (989) (2,462)
Total tax charge for the year 2,029 4,567

The effective tax rate is lower (2021: higher) than the average rate of corporate tax in the UK of 19% (2021: 19%), and excluding prior year
adjustments the effective tax rate is higher than the average rate of corporate tax in the UK. The difference is explained below:
2022 2021
£’000 £’000

Profit/(loss) before taxation 22,316 (30,600)

Tax on Group profit/(loss) at standard UK corporation tax rate of 19% (2021: 19%) 4,240 (5,814)
Foreign tax rate differences (4) (128)
Non-deductible expenses 706 7,620
Temporary differences on intangible assets – –
Adjustments in respect of prior periods (4,079) (123)
Brought forward tax losses utilised (263) (84)
Tax losses not recognised as assets 2,060 2,622
Impact of share price on expected tax deduction 203 474
Effect on deferred tax of change in corporation tax rate (834) –
Group total tax charge for the year 2,029 4,567

In the Spring Budget 2021, the Government announced that from 1 April 2023 the corporation tax rate will increase to 25%. The proposal to
increase the rate to 25% was substantively enacted on 24 May 2021, therefore the relevant deferred tax balances have been remeasured.
The impact of the change in tax rate has been recognised in tax expense in the income statement, except to the extent that it relates to
items previously recognised outside the income statement.
The reported tax charge for the year, excluding prior year adjustments, is £6.1m on a profit before tax of £22.3m, representing an effective
rate of tax of 27.4%. The effective tax rate was higher than the UK statutory tax rate primarily due to tax losses that have not been
recognised as deferred tax assets (increasing the tax charge by £2.1m) and the tax effect of non-tax deductible expenses (increasing the tax
charge by £0.7m) offset by the effect on deferred tax resulting from the change in the UK corporation tax rate from 19% to 25% effective
from 1 April 2023 (reducing the tax charge by £0.8m).

DWF Group plc | Annual Report and Accounts 2022 141

Financial statements

Consolidated notes to the financial statements continued

Year ended 30 April 2022

6 Taxation continued
The Group also booked prior year tax adjustments of a net credit of £4.1m. Those adjustments arise principally as a result of (a) increased
claims of the departing Australian partners on the Group’s UK profit pool following the restructuring of the Group’s Australian business in
FY2021 reducing the profits subject to UK corporation tax (£5.1m), offset by (b) revaluations of the Group’s deferred tax assets relating to
tax depreciation timing differences and expected tax deductions for share based payments as at 30 April 2021 (£1.4m).
7 Dividends
Distributions to owners of the parent in the year:
2022 2021
pence per share pence per share

Final dividend recognised as distributions in the year 3.00 0.75

Interim dividend recognised as distributions in the year 1.50 1.50
Total dividend paid in the year 4.50 2.25
Final dividend proposed 3.25 3.00

2022 2021
£’000 £’000

Final dividend recognised as distributions in the year 9,008 2,162

Interim dividend recognised as distributions in the year 4,529 4,359
Total dividend paid in the year 13,537 6,521
Final dividend proposed 10,574 9,737

The Board recommended a final dividend for the year ended 30 April 2022 of 3.25 pence per share on 20 July 2022 which is subject to
Shareholder approval at the Annual General Meeting on 28 September 2022. If approved by the Shareholders, the dividend will be paid
on 7 October 2022 to all shareholders on the Register of Members on 9 September 2022.
8 Earnings per share
2022 2021
£’000 £’000

Profit/(loss) for the year for the purpose of basic earnings per share 20,287 (35,167)

Number Number

Weighted average number of ordinary shares for the purposes of basic earnings per share 298,898,991 294,392,422
Effect of dilutive potential ordinary shares:
Future exercise of share awards and options 13,639,188 17,067,508
Weighted average number of ordinary shares for the purposes of diluted earnings per share 312,538,179 311,459,930
Earnings/(loss) per share attributable to the owners of the parent:
Basic earnings per share (p) 6.8 (11.9)
Diluted earnings per share (p) 6.5 *(11.9)

* For the year ended 30 April 2021, potential ordinary shares of 17,067,508 are anti-dilutive, as their inclusion in the diluted loss per share calculation would reduce the
loss per share, and hence have been excluded.

Adjusted basic and adjusted diluted earnings per share are APMs (as defined in the glossary on pages 169 to 173) and have been calculated
using profit/(loss) for the purpose of basic earnings share adjusted for total adjusting items and the tax effect of those items.

142 DWF Group plc | Annual Report and Accounts 2022

Adjusted basic and adjusted diluted earnings per share may be reconciled to basic earnings per share as follows:

Strategic report
2022 2021
£’000 £’000

Profit/(loss) for the year 20,287 (35,167)

Add/(remove):
Total of adjusting items (note 2) 19,081 64,792
Tax effect of adjustments above (4,651) (5,503)
Adjusted profit for the purpose of adjusted earnings per share 34,717 24,121

Governance
Number Number

Weighted average number of ordinary shares for the purposes of adjusted basic earnings per share 298,898,991 294,392,422
Ordinary shares for the purposes of adjusted diluted earnings per share 325,352,865 324,554,653
Adjusted basic earnings per share (p) 11.6 8.2
Adjusted diluted earnings per share (p) 10.7 7.4

Financial statements
Shares held in trust are issued shares that are owned by the Group’s employee benefit trusts for future issue to employees as part of share
incentive schemes. These are recognised on consolidation as treasury shares. The future exercise of share awards and options is the dilutive
effect of share awards granted to employees that have not yet vested.
Share held in trust are deducted from the weighted average number of ordinary shares for basic earnings per share. For its adjusted basic
measure, the Group uses the weighted average number of ordinary shares.
The definitions of adjusted basic earnings per share and adjusted diluted earnings per share can be found in the glossary to these
financial statements.

Other information
9 Acquisitions of subsidiaries and transactions related to previous acquisitions
Acquisitions in the year to 30 April 2022
Two acquisitions were made in the year; Zing 365 Holdings Limited (‘Zing’) and BCA Claims and Consulting Limited (‘BCA’). Details of the
acquisitions are as follows:
Consideration Percentage
Country of incorporation Nature of activity Date of acquisition £’000 ownership

Zing UK Training and compliance 24 May 2021 1,157 100%

BCA Canada Claims and adjusting 25 May 2021 2,297 100%

Zing is a compliance training business based in Bristol, and was purchased to support growth in the Connected Services division through
offering additional services to the Group’s clients. BCA is a market-leading claims handling business based in Vancouver, acquired to
increase the Group’s presence in the local market.
The fair values of the assets and liabilities and the associated goodwill arising from the acquisitions are as follows:
Zing BCA
£’000 £’000

Intangible assets 659 1,064

Trade and other receivables 123 524
Cash and cash equivalents 69 148
Trade and other payables (276) (158)
Loans and borrowings (331) –
Deferred consideration (341) –
Deferred tax liability (149) (282)
Net (liabilities)/assets acquired (246) 1,296
Purchase consideration 1,157 2,297
Purchase consideration satisfied by:
Initial cash consideration 394 884
Deferred cash consideration – 1,413
Shares issued to Zing/BCA Shareholders 763 –
Goodwill 1,403 1,001

Of the £2.3m consideration for BCA, £1.4m is deferred and payable over two years post-acquisition. This is not contingent on future
performance targets. During the period £0.61m of deferred consideration has been paid.

DWF Group plc | Annual Report and Accounts 2022 143

Financial statements

Consolidated notes to the financial statements continued

Year ended 30 April 2022

9 Acquisitions of subsidiaries and transactions related to previous acquisitions continued

The goodwill is attributable to the benefits of operating two already well-established businesses in the relevant sector and the synergies
that are expected to be achieved from incorporating the businesses into the Group’s operations. As the purchases were not made with any
qualifying intellectual property, all goodwill acquired is non-tax deductible.
The following intangible assets were recognised at acquisition. These have been measured at their fair value through the multi-period
excess earnings method (customer relationships) and royalty relief method (brand).
Zing BCA
£’000 £’000

Intangible assets – brands – 248

Intangible assets – customer relationships 659 816
Deferred tax (149) (282)
Total fair value on acquisition 510 782

Cash flows arising from the acquisition were as follows:

Zing BCA
£’000 £’000

Purchase consideration (394) (884)

Cash and cash equivalents acquired 69 148
Total fair value on acquisition (325) (736)
Deferred consideration paid in the year – (612)
Net cash outflow (325) (1,348)

The table below outlines the revenue and PBT of the acquirees since the acquisition date, which is included in the consolidated statement of
comprehensive income for the year, and the annualised revenue and PBT of the acquirees had the acquisition dates for the business
combinations been at the beginning of the year:
Revenue
contributed PBT contributed Revenue in year PBT in year of
post-acquisition post-acquisition of acquisition acquisition
£’000 £’000 £’000 £’000

Zing 750 38 819 41

BCA 1,779 43 1,939 47

Transaction costs comprised mainly advisor fees, including financial, tax and legal due diligence. These are all included within administrative
expenses (non-underlying items) within note 2.
Acquisitions in the year to 30 April 2021
There were no acquisitions during the year.
On 22 January 2021 DWF Group plc and the original sellers of Rousaud Costas Duran S.L.P. (‘RCD’), a Spanish subsidiary, mutually agreed
to modify the acquisition agreement and related documents (‘RCD Documents’) entered into on 20 December 2019 to help facilitate the
integration of DWF-RCD into the wider Group as part of moving to the new operating model effective from 1 May 2021.
Full details of the modification can be found in the Annual Report and Accounts 2021 at www.dwfgroup.com.

144 DWF Group plc | Annual Report and Accounts 2022

10 Intangible assets

Strategic report
Acquired
External Capitalised
Customer software development
Goodwill relationships Brand costs costs Total
£’000 £’000 £’000 £’000 £’000 £’000

Cost
At 1 May 2021 11,141 35,608 1,633 4,322 11,311 64,015
Additions – internally developed – – – – 2,854 2,854

Governance
Additions – externally purchased 2,403 1,475 248 1,446 – 5,572
Disposals – – – (354) – (354)
Asset transfers – – – 1,347 – 1,347
Effect of movements in foreign exchange 490 (271) 52 1 – 272
At 30 April 2022 14,034 36,812 1,933 6,762 14,165 73,706
Amortisation and impairment
At 1 May 2021 1,357 6,128 1,041 1,587 4,729 14,842

Financial statements
Amortisation for the year – 3,945 711 1,593 2,658 8,907
Disposals – – – (94) – (94)
Impairment – 2,955 – 11 – 2,966
Asset transfers – – – 1,347 – 1,347
Effect of movements in foreign exchange – 104 30 – 134
At 30 April 2022 1,357 13,132 1,782 4,444 7,387 28,102

Other information
Net book value
At 30 April 2022 12,677 23,680 151 2,318 6,778 45,604
At 1 May 2021 9,784 29,480 592 2,735 6,582 49,173

Acquired
External Capitalised
Customer software development
Goodwill relationships Brand costs costs Total
£’000 £’000 £’000 £’000 £’000 £’000

Cost
At 1 May 2020 11,691 35,211 1,685 1,923 7,083 57,593
Additions – internally developed – – – – 4,228 4,228
Additions – externally purchased – – – 2,407 – 2,407
Disposals – – – (10) – (10)
Effect of movements in foreign exchange (550) 397 (52) 2 – (203)
At 30 April 2021 11,141 35,608 1,633 4,322 11,311 64,015
Amortisation and impairment
At 1 May 2020 1,356 1,351 159 1,007 3,066 6,939
Amortisation for the year – 3,695 914 581 1,663 6,853
Disposals – – – (10) – (10)
Impairment – 1,409 – 2 – 1,411
Effect of movements in foreign exchange 1 (327) (32) 7 – (351)
At 30 April 2021 1,357 6,128 1,041 1,587 4,729 14,842
Net book value
At 30 April 2021 9,784 29,480 592 2,735 6,582 49,173
At 1 May 2020 10,335 33,860 1,526 916 4,017 50,654

Individual intangible assets that are material to the financial statements are set out below:
• Customer relationships – Spain: Net book value at 30 April 2022 £19.5m (2021: £23.0m) – remaining amortisation period is 8 years
• Customer relationships – Mindcrest: Net book value at 30 April 2022 £0.8m (2021: £4.1m) – remaining amortisation period is 8 years
• Customer relationships – Poland: Net book value at 30 April 2022 £2.2m (2021: £2.3m) – remaining amortisation period is 7 years

DWF Group plc | Annual Report and Accounts 2022 145

Financial statements

Consolidated notes to the financial statements continued

Year ended 30 April 2022

10 Intangible assets continued

Goodwill
Goodwill considered significant in comparison to the Group’s total carrying amount of such assets has been allocated to CGUs or groups of
CGUs as follows:
2022 2021
£’000 £’000

Mindcrest (note 3) 9,127 8,569

Other individually immaterial CGUs 3,550 1,215
12,677 9,784

The recoverable amounts of the CGUs are determined from value in use calculations. The calculations have been based on a discounted
cash flow model covering a period of five years using forecast revenues and costs, extended to perpetuity. The inputs into the model
appropriately consider the relevant market maturity and local factors. The first year of the forecast is established from the budget for
FY2023 which is underpinned by the business plan that has been signed off by the Board. Cash flows for FY2023 through to FY2026 have
been included on a consistent basis with the Board approved strategy. In each case, the calculations use a long term growth rate of 2%
(2021: 2%) consistent with the sector average and a pre-tax discount rate of 10-12% (2021: 10-11%). These pre-tax discount rates reflect
current market assessments for the time value of money and the specific risks associated with each CGU. The long-term growth rates used
are based on management’s expectations of future changes in the markets for each CGU.
Goodwill that has been allocated to other individually immaterial CGUs in the table above is monitored at a lower level than operating
segment. Significant headroom exists for each CGU. No reasonable worst-case scenario gives rise to a material impairment risk.
Customer relationships
The impairment charge of £3.0m includes £3.0m relating to the impairment of customer relationship assets which were recognised on
acquisition of Mindcrest in FY2020. The impairment trigger, and subsequent reduction in value of the associated intangible asset, is due to
Mindcrest delivering services under certain contracts in an increasingly efficient manner and passing those savings on to the customers
whilst maintaining a consistent gross margin percentage. The scale of the efficiencies gained and the resulting decrease in absolute
margin was not anticipated as part of the valuation methodology at the point of the acquisition. The recoverable amount for the customer
relationship asset has been determined based on fair value less cost of disposal as at 30 April 2022. The fair value calculation was based
on cash flow projections from financial budgets covering a one year period, with a degradation rate applied for the following six years (the
remaining useful economic life). The post-tax discount rate applied to cash flow projections is 9%, and cash flows have assumed degradation
at 2% per annum. It was concluded that the value in use did not exceed the fair value less cost of disposal. The remaining carrying amount as
at 30 April 2022 was £0.8m. The impairment charge is recorded within other impairment in the income statement.
11 Property, plant and equipment
Office equipment
Leasehold and fixtures and Computer
improvements fittings equipment Total
£’000 £’000 £’000 £’000

Cost
At 1 May 2021 16,179 15,366 38,499 70,044
Additions 508 1,169 1,903 3,580
Disposals (669) (448) (1,584) (2,701)
Asset transfers 2,130 (2,130) (1,347) (1,347)
Effect of movements in foreign exchange 22 (19) 20 23
At 30 April 2022 18,170 13,938 37,491 69,599
Accumulated depreciation
At 1 May 2021 13,287 8,235 35,907 57,429
Charge for the year 778 1,029 1,153 2,960
Disposals (463) (129) (608) (1,200)
Impairment 402 84 17 503
Asset transfers 46 (46) (1,347) (1,347)
Effect of movements in foreign exchange 16 (10) 9 15
At 30 April 2022 14,066 9,163 35,131 58,360
Net book value
At 30 April 2022 4,104 4,775 2,360 11,239
At 1 May 2021 2,892 7,131 2,592 12,615

The impairment expense includes £0.5m relating to asset write-offs following the scale-back of operations in Australia and Germany
(see note 2).

146 DWF Group plc | Annual Report and Accounts 2022

 Office equipment Re-presented

Strategic report
Leasehold and fixtures and Computer (note 1.21)
improvements fittings equipment Total
£’000 £’000 £’000 £’000

Cost
At 1 May 2020 16,782 12,282 39,838 68,902
Additions 59 3,310 632 4,001
Disposals (666) (232) (1,964) (2,862)

Governance
Effect of movements in foreign exchange 4 6 (7) 3
At 30 April 2021 16,179 15,366 38,499 70,044
Accumulated depreciation
At 1 May 2020 12,736 7,188 34,860 54,784
Charge for the year 935 919 2,891 4,745
Disposals (392) (232) (1,964) (2,588)
Impairment – 370 128 498

Financial statements
Effect of movements in foreign exchange 8 (10) (8) (10)
At 30 April 2021 13,287 8,235 35,907 57,429
Net book value
At 30 April 2021 2,892 7,131 2,592 12,615
At 1 May 2020 4,046 5,094 4,978 14,118

12 Right-of-use assets

Other information
Leases as a lessee
Re-presented
(note 1.21)
Property Equipment Total
£’000 £’000 £’000

Right-of-use assets
At 1 May 2020 69,615 42 69,657
Additions 14,258 2,315 16,573
Depreciation (11,712) (265) (11,977)
Impairment (2,832) – (2,832)
Disposals (4,061) – (4,061)
Remeasurement adjustment 2,367 – 2,367
Effect of movements in foreign exchange (562) 1 (561)
At 30 April 2021 67,073 2,093 69,166
Additions 10,467 – 10,467
Depreciation (12,264) (473) (12,737)
Impairment (124) – (124)
Disposals (1,110) – (1,110)
Remeasurement adjustment (1,156) – (1,156)
Effect of movements in foreign exchange 729 (1) 728
At 30 April 2022 63,615 1,619 65,234

The impairment expense during the year includes £1.2m relating to the scale-backs of operations in Australia and Germany (see note 2).
The remeasurement adjustment relates to the impact of term and rent changes on property leases during the year.
Leases as a lessor
During FY2022, the Group has sub-leased property in Australia. In the recognition of the lease receivables pertaining to the sub-leased
property, the Group has reversed impairment of £1.0m (2021: £nil) which was previously recorded against the right-of-use assets.

DWF Group plc | Annual Report and Accounts 2022 147

Financial statements

Consolidated notes to the financial statements continued

Year ended 30 April 2022

13 Trade and other receivables

*Re-presented
2022 2021
£’000 £’000

Current
Trade receivables 88,949 91,185
Amounts recoverable from clients in respect of unbilled revenue 71,958 66,671
Unbilled disbursements 7,982 9,437
Contract assets 79,940 76,108
Trade receivables and contract assets 168,889 167,293
Other receivables 2,216 2,890
Amounts due from Members of partnerships 2,238 2,008
Lease receivables 432 –
Reimbursement asset 4,040 852
Prepayments 12,359 10,463
190,174 183,506
Non-current
Other receivables 938 –
Lease receivables 526 –
1,464 –

The comparative year has been re-presented so as to split out the Amounts due from Members of partnerships from other receivables,
in order to provide clearer information as to the nature of the balance.
The reimbursement asset is attributable to the FOIL provision and the professional indemnity provision (see note 18).
Prepayments include £nil (2021: £1.1m) relating to acquisition-related remuneration expense.
Ageing of trade receivables, amounts recoverable from clients in respect of unbilled revenue and unbilled disbursements
2022 2021
£’000 £’000

Trade receivables not past due 14,794 22,235

Trade receivables past due
0 – 90 days 59,876 53,271
91 – 180 days 8,846 9,417
181 – 270 days 3,337 4,597
271 – 365 days 2,366 3,603
More than 365 days 11,459 11,093
Gross trade receivables 100,678 104,216
Amounts recoverable from clients in respect of unbilled revenue 71,958 66,671
Unbilled disbursements 7,982 9,437

Expected credit losses (8,588) (11,192)

Other impairment provisions (3,141) (1,839)

Total trade receivables and contract assets 168,889 167,293

Lifetime expected credit losses are used to measure the loss allowance. These balances are held against trade receivables, amounts
recoverable from clients in respect of unbilled revenue and unbilled disbursements. Other impairment provisions are applied against the
trade receivables which are not based on the average expected credit loss rates presented below. The other categories of trade and other
receivables do not contain impaired assets.
Expected credit loss rates
To measure the expected credit losses, trade receivables and contract assets have been grouped based on shared credit risk characteristics
and the days past due. The contract assets relate to unbilled revenue and have substantially the same risk characteristics as the trade
receivables for the same types of contracts.

148 DWF Group plc | Annual Report and Accounts 2022

The average expected credit loss rates for trade receivables and contract assets are presented below.

Strategic report
Group rates Spain rates
2022 2021 2022 2021

0 – 90 days 0.5% 1.7% 0.9% 0.9%

91 – 180 days 3.4% 6.6% 4.2% 4.2%
181 – 270 days 10.5% 14.3% 13.1% 13.1%
271 – 365 days 19.9% 25.5% 20.7% 20.7%

Governance
More than 365 days 50.6% 62.4% 45.0% 45.0%

Movement in provision for impairment

2022 2021
£’000 £’000

At 1 May 13,031 11,871

Provision utilised and other movements (4,275) (4,189)
Charges to income statement 2,973 5,349

Financial statements
At 30 April 11,729 13,031

Other movements include expected credit loss provisions acquired from business combinations in the year of £61,500.
Trade receivables, unbilled disbursements and contracts assets are written off where there is no reasonable expectation of recovery. For
trade receivables and unbilled disbursements, impairment losses are presented as net impairment losses within operating profit whereas
contract asset impairment losses are presented as a reduction in revenue. Subsequent recoveries of amounts previously written off are
credited against the same line item.

Other information
14 Cash and cash equivalents
2022 2021
£’000 £’000

Cash at bank and in hand 28,310 34,711

Bank overdrafts (606) (131)
Cash and cash equivalents 27,704 34,580

15 Trade and other payables

*Re-presented
2022 2021
£’000 £’000

Trade payables 27,896 28,236

Other payables 3,748 10,337
Other taxation and social security 15,284 27,375
Deferred income 2,014 757
Accruals 14,383 18,676
Trade and other payables 63,325 85,381

Deferred income has been re-presented for the prior year to split it out as a separate line from accruals.
Other payables relates principally to payroll-related creditors but has largely reduced due to the utilisation of amounts recognised relating
to the closure and scale-back of operations (note 2) which were included in the balance in the prior year.
Accruals include £nil (2021: £4.9m) relating to acquisition-related remuneration expense (see note 2).
In 2020, the Group participated in the UK Government’s VAT deferral scheme, which was launched to assist businesses in their response to
COVID-19. Within other taxation and social security in FY2021 was £10.7m of VAT payable, which was deferred from March 2020. This has
been fully repaid in FY2022.
In FY2021 the Group’s Polish and US businesses benefited from local COVID-19 assistance programs totalling £984,000. Of the assistance,
£307,000 was recognised in the P&L (within administrative expenses) in FY2021 as the conditions attached to the assistance had been
satisfied. The remaining £677,000 was held in other payables as at 30 April 2021. In FY2022, a further £515,000 was recognised in the P&L
as the relevant conditions for those elements of Government assistance had been met. The remaining £161,000 is included within other
payables as at 30 April 2022, which is due to be repaid to the Polish Government as remaining conditions will not be met.

DWF Group plc | Annual Report and Accounts 2022 149

Financial statements

Consolidated notes to the financial statements continued

Year ended 30 April 2022

16 Lease liabilities
2022 2021
£’000 £’000

At 1 May 84,002 84,678

Additions 7,683 16,573
Interest expense related to lease liabilities 1,673 2,284
Net foreign currency translation loss/(gain) 763 (589)
Disposals – (4,836)
Remeasurement adjustment (1,313) 2,367
Repayment of lease liabilities (including interest) (15,069) (16,475)
At 30 April 77,739 84,002
Current lease liabilities 14,576 13,104
Non-current lease liabilities 63,163 70,898
77,739 84,002

The maturity of lease liabilities can be found in note 19.

The undiscounted contractual cash flows relating to lease liabilities accounted for in accordance with IFRS 16 is £82.9m (2021: £91.4m).
Operating costs, included within administrative expenses, relating to short-term and low value leases during the year were £1.6m
(2021: £1.6m).
17 Interest-bearing loans and borrowings
This note provides information about the Group’s interest-bearing loans and borrowings, which are measured at amortised cost. For more
information about the contractual terms and the Group’s exposure to interest rate and foreign currency risk, refer to note 19.
Obligations under interest-bearing loans and borrowings
2022 2021
£’000 £’000

Current liabilities
Bank loans 9,093 19,099
Supplier payment facility 87 204
Bank overdrafts 606 131
9,786 19,434
Non-current liabilities
Bank loans 90,907 76,085
Unamortised finance costs (563) (641)
90,344 75,444
100,130 94,878

On 22 December 2021, the Group completed a refinancing of its principal RCF. The new facility was increased to £100m and matures in fiscal
year ending 2025 with two 12-month extension options and additional headroom on some covenants (with no reduction in headroom in any
covenant) that better aligns to the current business structure and operations. The refinancing also moves the facility from a fixed LIBOR
benchmark rate to a variable SONIA rate (see note 19). The non-current borrowings relating primarily to the principal RCF.
The Group operates a supplier payment facility with HSBC, which has a limit of £11m. This facility is utilised in paying certain suppliers from
time to time and repaid in the short term.
Analysis of cash and cash equivalents and other interest-bearing loans and borrowings:
Exchange Non-cash
1 May 2021 Cash flow movement movement 30 April 2022
£’000 £’000 £’000 £’000 £’000

Cash and cash equivalents 34,580 (7,017) 141 – 27,704

Bank loans (94,544) (4,240) 227 (880) (99,437)
Supplier payments facility (204) 15,683 – (15,566) (87)
Total net debt (excluding IFRS 16) (60,168) 4,426 368 (16,446) (71,820)

150 DWF Group plc | Annual Report and Accounts 2022

 Exchange Non-cash

Strategic report
1 May 2021 Cash flow movement movement 30 April 2022
£’000 £’000 £’000 £’000 £’000

Cash and cash equivalents 28,727 6,236 (383) – 34,580

Bank loans (93,279) 1,069 (205) (2,129) (94,544)
Supplier payments facility (310) 23,144 – (23,038) (204)
Total net debt (excluding IFRS 16) (64,862) 30,449 (588) (25,167) (60,168)

Non-cash movements within bank loans relate to the amortisation of fees incurred on arrangement of the facility, over the expected life of

Governance
the facility. Non-cash movements within the supplier payments facility relate to the utilisation of the facility to settle liabilities with suppliers,
with the supplier payments facility being settled with cash when the liability becomes due.
Net debt including lease liabilities is £149.6m (2021: £144.2m).
Net debt is an APM and is defined in the glossary to the financial statements on pages 169 to 173.
18 Provisions
Professional

Financial statements
Dilapidation indemnity
provision FOIL provision provision Total
£’000 £’000 £’000 £’000

At 1 May 2021 1,837 1,252 2,512 5,601

Utilised in the year – – (3,472) (3,472)
Released in the year (100) (552) (507) (1,159)
Provisions made in the year 2,725 – 7,717 10,442
Reclassified to other payables – (700) (250) (950)

Other information
At 30 April 2022 4,462 – 6,000 10,462
Current 315 – 6,000 6,315
Non-current 4,147 – – 4,147
4,462 – 6,000 10,462

Professional indemnity provision

The provision for professional indemnity reflects the Group’s expected outflow for legal claims brought against the Group relating to historic
professional services rendered. A provision is only recognised where an outflow is probable. The probability is established by reference
to whether a claim is more likely than not to be successful. A professional indemnity liability for a claim that is agreed (i.e. the timing and
amount of payments are well understood) is recognised in accruals (see Note 15). Claims are assessed as being settled in full within the next
5 years.
Separately, the Group recognises expected reimbursements from professional indemnity insurance when it is virtually certain that the
reimbursement will be received (note 13). No separate disclosure is made of the detail of such claims or proceedings, or the costs recovered
by insurance, as such detail would be seriously prejudicial to the position of the Group. Note that in the prior year the professional indemnity
provision and the reimbursement asset is presented net within provisions within the financial statements. This prior year presentation has
not been restated to match the current year presentation.
There are circumstances of which the Group is aware but there is insufficient information available to either estimate whether a claim will
develop or, where a claim appears possible, make an assessment of the outflow. Such circumstances are contingent liabilities of the Group.
Dilapidation provision
Dilapidation provisions are established for restoration and reinstatement costs for property leases, held at the date of the statement of
financial position. Such provisions are estimated at the start of the lease and updated annually. The Group’s current lease portfolio
terminates over the course of the next 10 years.
The Group has engaged external valuators to perform a review of the Group’s property portfolio and they have provided updated estimates
of required dilapidations at the end of the lease terms. The increase in the dilapidations provision for the various properties has been
reflected in the corresponding right-of-use assets and is depreciated over the remaining lease term.
FOIL provision
The Forum of Insurance Lawyers (FOIL) provision represents the total VAT (partial exemption) exposure on historic claims handling
engagements. During FY2022, a settlement amount has been agreed with HMRC, and therefore the settlement amount has been
reclassified as other payables.

DWF Group plc | Annual Report and Accounts 2022 151

Financial statements

Consolidated notes to the financial statements continued

Year ended 30 April 2022

19 Financial instruments
The Directors have overall responsibility for the oversight of the Group’s risk management framework. Further explanation on management
of risk factors is provided in the risk section of the Strategic report.
The Group’s trading and financing activities expose it to various financial risks that if left unmanaged could adversely impact on current or
future earnings. These risks can be categorised as credit risk, liquidity risk, market risk (interest rate risk and foreign currency risk) and
capital risk.
Credit risk
Credit risk is the risk of financial loss to the Group if a client or counterparty to a financial instrument fails to meet its contractual obligations,
and arises principally from the Group’s trade receivables. Credit checks are performed for new clients and ongoing monitoring takes place
for existing clients. A provision is carried for expected credit losses, see note 13.
In connection with the Group’s financial instruments there is not believed to be a material concentration risk based on the nature of
the instruments.
Liquidity risk
Liquidity risk is the risk that the Group will not be able to meet its financial obligations as they fall due. The Group maintains sufficient cash
or working capital facilities to meet the cash requirements of the Group in order to mitigate this risk.
The Group is financed through a combination of members’ capital (repayable on retirement of the member), undistributed profits, cash and
bank borrowing facilities.
The Group’s principal facility is a £100m (2021: £95m) ‘RCF. Details of amounts drawn can be found in note 17. Management maintain a rolling
12-month cash flow and covenant forecasts to ensure visibility of short-term liquidity and manage facility usage, in addition to annual
budgets and longer-term planning. The RCF matures in 2024, with two 12-month extension options and there are no contracted repayments
until that date. The Group anticipates continued utilisation of the facility to fund working capital.
Note 1.3 sets out the financial covenants attached to the RCF held with the Group’s banking syndicate, and more information on how the
Group manages liquidity risk.
The Group has bank guarantees of £0.7m denominated in Euros (2021: £nil). The Group has issued rental guarantees of £2.1m denominated
in Euros and Australian dollars (2021: total of £1.7m).
Market risk
Market risk is the risk that changes in market prices, such as foreign exchange rates and interest rates, will affect the Group’s income.
The Group’s exposure to market risk predominantly relates to interest and currency risk.
Interest rate risk
The Group’s bank borrowings incur both fixed and variable interest charges. The variable rates on its principal borrowing facilities are linked
to SONIA or EURIBOR plus a margin.
When the Group’s principal RCF was re-financed in December 2021, the base interest rate changed from being a fixed LIBOR rate at the
point of drawdown to a variable SONIA rate (note 17), which has exposed the Group to interest rate risk in both the cash flows and the
impact on the income statement. It is not expected that the impact of this will be material to the accounts.
The Group has no other financial instruments that are impacted by the LIBOR benchmark reform.
Foreign currency risk
The Group has overseas operations in Europe, the Middle East, Asia, Australia, and North America and is therefore exposed to changes in
the respective currencies in these territories. The Group maintains bank balances in local currency. Cash positions are monitored and any
imbalances are dealt with by purchasing currency at the spot rate.
Capital risk
The capital structure of the Group consists of net debt, as disclosed in note 17, and equity. The Group’s objectives when managing capital
are to safeguard the Group’s ability to continue as a going concern and to provide optimal returns for Shareholders. The Group manages
its capital structure and makes adjustments to it, in light of changes to economic conditions and the strategic objectives of the Group.
Fair value measurement
Financial assets and liabilities are measured in accordance with the fair value hierarchy and assessed as Level 1, 2 or 3 based on the
following criteria:
• Level 1: fair value measurement based on quoted prices (unadjusted) in active markets for identical assets or liabilities;
• Level 2: fair value measurements derived from inputs other than quoted prices that are observable for the asset or liability, either directly
(i.e. as prices) or indirectly (i.e. derived from prices);
• Level 3: fair value measurements derived from valuation techniques that include inputs for the asset or liability that are not based on
observable market data.
Investments, held at fair value through profit or loss, are a Level 3 financial asset. The remaining financial instruments are measured at
amortised cost. The carrying values of the Group’s financial assets and liabilities approximate their fair values.

152 DWF Group plc | Annual Report and Accounts 2022

The table below sets out the Group’s accounting classification of each category of financial assets and liabilities and their carrying values at

Strategic report
the end of the financial year.
2022 2021
Notes £’000 £’000

Cash and cash equivalents 14 27,704 34,580

Measured at amortised cost:
Trade and other receivables 13 179,279 173,043
Fair value through profit or loss:

Governance
Investments – 227
Total financial assets 206,983 207,850

Measured at amortised cost:

Trade and other payables 15 61,311 67,647
Lease liabilities 16 77,739 84,002

Financial statements
Borrowings 17 100,087 94,747
Amounts due to members of partnerships in the Group 27 28,243 31,492
Total financial liabilities 267,380 277,888

Maturity analysis
The table below presents the outstanding contractual maturity profile by fiscal year for the Group’s interest-bearing loans and borrowings
and lease liabilities. Trade and other payables are excluded from this profile as they fall due within a year.
The majority of the Group’s borrowings comprise the drawn-down balance on the RCF, as discussed above. The payments shown below

Other information
reflect the contractual repayments upon expiry of the facility, excluding the extension options, so if the facility is extended these
repayments will be deferred.
Borrowings Lease liabilities
2022 2021 2022 2021
Payments £’000 £’000 £’000 £’000

Year to 2022 – 19,303 – 14,978

Year to 2023 9,180 76,085 16,030 14,501
Year to 2024 – – 14,639 13,270
Year to 2025 90,907 – 13,056 11,827
Year to 2026 – – 11,850 –
Later years – – 27,326 36,775
100,087 95,388 82,901 91,351
Effect of discounting cash flows – – (5,162) (7,349)
Carrying value 100,087 95,388 77,739 84,002

Financial instruments sensitivity analysis

The Group has exposure to interest rate and foreign exchange rate movements given the nature of its borrowings and operations. At the
end of the year, the effect of hypothetical changes in interest and currency rates are as follows.
Interest rate sensitivity
At 30 April 2022, based upon the amount of variable rate debt outstanding, the Group’s pre-tax profits would change by approximately
£0.9m for each one percentage point change in interest rates applicable to the variable rate debt and, after tax effect, equity would change
by approximately £0.7m.
Foreign exchange rate sensitivity
The Group transacts in a range of currencies, but is primarily exposed to changes in the Euro and US Dollar exchange rates.
A 20% (2021: 10%) strengthening and weakening of the above currencies against Pound Sterling would have the following impacts on net
assets and profit shown below.
This calculation assumes that the change occurred at the statement of financial position date and had been applied to risk exposures
existing at that date. This analysis assumes that all other variables, in particular interest rates, remain constant. The analysis is performed
on the same basis for comparative periods.

DWF Group plc | Annual Report and Accounts 2022 153

Financial statements

Consolidated notes to the financial statements continued

Year ended 30 April 2022

19 Financial instruments continued

Effect of change Effect of change
Strengthening Year in EUR rate in USD rate

Impact on equity 2022 1,796 203

Impact on equity 2021 (453) (143)
Impact on profit or loss 2022 (647) (207)
Impact on profit or loss 2021 3,295 265

Effect of change Effect of change

Weakening Year in EUR rate in USD rate

Impact on equity 2022 (1,198) (135)

Impact on equity 2021 370 117
Impact on profit or loss 2022 431 138
Impact on profit or loss 2021 (2,696) (217)

20 Deferred taxation
The deferred tax asset is as follows:
2022 2021
£’000 £’000

Assets
At 1 May 4,649 3,522
Deferred tax debit recognised directly in equity 438 193
Deferred tax (charge)/credit in the income statement for the year (1,173) 1,092
Exchange rate translation 24 (158)
At 30 April 3,938 4,649

Deferred tax assets of £3.9m have been recognised in respect of tax depreciation timing differences (£1.3m), expected tax deductions for
share-based payments (£2.3m) and other temporary differences (£0.3m). It is anticipated that the Group and certain related subsidiary
undertakings will make sufficient taxable profit to allow the benefit of the deferred tax asset to be utilised. A potential deferred tax asset of
£11.7m (2021: £5.2m) has not been recognised relating to tax losses in subsidiary undertakings that are not anticipated to make sufficient
taxable profit to allow the benefit of the deferred tax asset to be utilised.
The deferred tax liability as at 30 April 2022 is as follows:
2022 2021
£’000 £’000

Non-current liabilities
At 1 May 7,584 8,884
Arising on acquisition intangibles 503 –
Deferred tax credit in the income statement for the year (2,163) (1,427)
Exchange rate translation (55) 127
At 30 April 5,869 7,584

The Group deferred tax liability relates to the recognition of acquired intangible assets arising on consolidation.
21 Share capital
Number Share capital Share premium Treasury shares Total
of 1p each £’000 £’000 £’000 £’000

At 1 May 2020 324,554,653 3,246 88,610 (20) 91,836

Purchase of treasury shares – – – (109) (109)
At 30 April 2021 324,554,653 3,246 88,610 (129) 91,727
Shares issued on acquisition of Zing 365 Holdings Ltd 798,212 8 755 – 763
At 30 April 2022 325,352,865 3,254 89,365 (129) 92,490

On 24 May 2021 798,212 ordinary shares were issued as a result of the acquisition of Zing.
The Group has 24,322,488 (2021: 30,162,231) shares held in treasury.

154 DWF Group plc | Annual Report and Accounts 2022

22 Reserves

Strategic report
The following describes the nature and purpose of each reserve within equity:
Share premium The amount subscribed for share capital in excess of the nominal value.
The treasury shares reserve represents shares in DWF Group plc held by the Group’s share trusts. The trusts
Treasury shares are consolidated in the Group’s financial statements.
The difference between the nominal value of shares acquired by the Company in the share-for-share exchange
Merger reserve with the former DWF LLP members and the nominal value of shares issued to acquire them.
Share-based payments

Governance
reserve The cumulative share-based payment expense net of release of amounts in respect of option exercised.
Translation reserve Gains/losses in translating the net assets of overseas operations into GBP.
Accumulated losses All other net gains and losses and transactions with owners not recognised elsewhere.

23 Share-based payments
Share-based payment arrangements
The Group operates three share-based payment plans (2021: two plans), all of which are equity settled and consist only of share awards.
• The equity incentive plan (‘EIP’): This is used to incentivise and reward performance from primarily Directors, upper-level management

Financial statements
and members. Within the EIP are the following schemes: The EIP-IPO award, the career level 1-3 award, the long-term incentive plan (‘LTIP’)
and the promotion award.
• The buy-as-you-earn (‘BAYE’) plan: All employees, excluding members, are eligible for the BAYE plan which is used to incentivise retention
and reward contribution. Within the BAYE are the following schemes: The BAYE-IPO award, the free-share award and the share incentive
plan matching award (‘SIP matching award’).
• The deferred bonus plan: This comprises the deferred bonus award scheme. This plan is used as an alternative to cash bonuses for
eligible employees and awards may be made following year-end results announcements.
The social security expenses in relation to share-based payment arrangements are based on the rates and treatment prevailing in each

Other information
jurisdiction. This is accounted for as a cash-settled award.
Details of Directors’ share awards are set out in the Directors’ Remuneration report on pages 83 to 114.
Charge to the income statement
The charge to the income statement is set out below:
2022 2021
£’000 £’000

Share plans:
Equity incentive plan 6,721 24,098
Buy-as-you-earn plan 871 3,720
Deferred bonus plan 109 –
7,701 27,818
Social security expenses 1,908 692
Total expense 9,609 28,510

Impact of SBP movement in 2022:

Other taxation
Accumulated and social
SBP expense SBP reserve losses Prepayments security
£’000 £’000 £’000 £’000 £’000

Share-based payment schemes 7,701 (7,701) – – –

Recycling of vested shares – 9,074 (9,074) – –
Social security expenses 1,908 – – – (1,908)
Total movement 9,609 1,373 (9,074) – (1,908)

DWF Group plc | Annual Report and Accounts 2022 155

Financial statements

Consolidated notes to the financial statements continued

Year ended 30 April 2022

23 Share-based payments continued

Impact of share-based payments (‘SBP’) movement in 2021:
Other taxation
Accumulated and social
SBP expense SBP reserve losses Prepayments security
£’000 £’000 £’000 £’000 £’000

DWF-RCD acquisition* 15,176 – – (15,176) –

Share-based payment schemes 12,642 (12,642) – – –
Recycling of vested shares – 9,429 (9,429) – –
Social security expenses 692 – – – (692)
Total movement 28,510 (3,213) (9,429) (15,176) (692)

* The charge for 2021 includes the accelerated expense, post-modification of the acquisition agreement, for shares awarded as part of the purchase price for the
acquisition of DWF-RCD. This was charged against the related prepayment, which was released in full.

Summary of share awards

The following table shows the movements in share awards across all plans for the year:
2022 2021
Number of Number of
shares shares
’000 ’000

Number of shares awards outstanding 1 May 33,046 24,286

Awards granted during the year 12,331 19,149
Awards vested during the year (8,598) (7,186)
Awards lapsed during the year (2,706) (3,203)
Number of shares awards outstanding 30 April 34,073 33,046

The weighted average remaining contractual life at the end of the period is 1.8 years (2021: 1.9 years).
The exercise price of all share awards is nil. The weighted average share price at the vesting date for all awards vested during the year was
£1.07 (2021: £0.63).
Details of the Group’s share awards are as follows:
Share awards under the DWF Group plc 2019 EIP – IPO award
At IPO, conditional and restricted share awards were granted to a limited number of the senior management team.
The awards are subject to a service condition and have an entitlement to receive dividend equivalents. A portion of the awards were
previously subject to performance targets, but these have subsequently been removed.
Share awards under the DWF Group PLC EIP – Career level 1-3 award
This scheme is to incentivise senior employees for performance and exceptional contributions to the Group, on promotion or as a lateral or
senior hire to the Group. Additionally, as part of the RCD acquisition, shares are ring-fenced for future grant to employees of the acquired
business which fall under this award.
All of the awards under this scheme are subject to service conditions and a portion of the awards are also subject to performance targets.
There is an entitlement to receive dividend equivalents on the awards.
Share awards under the DWF Group PLC EIP–Long-Term Incentive Plan
The Group incentivises its Executive Board with long-term rewards based on challenging performance targets.
The awards under this scheme are also subject to service conditions. There is no dividend or dividend equivalent entitlement until such time
as they vest and after a holding period.
Share awards under the DWF Group PLC EIP – Promotion award
The Group may incentivise its employees on promotion with a share award from this scheme.
All of the awards under this scheme are subject to service conditions. A portion of the awards were previously subject to performance
targets, but these have subsequently been removed. There is an entitlement to receive dividend equivalents on the awards.
Share awards under the DWF Group plc BAYE – IPO award
At IPO, awards were granted to eligible employees.
The awards under this scheme were subject to service conditions. There was no entitlement to receive dividends or dividend equivalents on
the awards until such time as they vested.
Share awards under the DWF Group plc BAYE – Free-share award
The Group incentivises its employees for exceptional contributions from this scheme.
The awards under this scheme are subject to service conditions. There is no entitlement to receive dividends or dividend equivalents until
such time as they vest.

156 DWF Group plc | Annual Report and Accounts 2022

Share awards under the DWF Group plc BAYE – Plan matching award (‘BAYE matching shares award’)

Strategic report
The Group offers its employees in the UK, Spain and the US the opportunity to actively buy shares in DWF Group plc and become an
investor in the business. The Group will match a certain number of awards, subject to service conditions.
There is no entitlement to receive dividends or dividend equivalents until such time as they vest.
Share awards under the DWF Group plc–Deferred bonus plan
The Group may make awards under this scheme to eligible employees as part of the bonus plan.
The awards under this scheme are subject to service conditions. There is no entitlement to receive dividends or dividend equivalents until
such time as they vest.

Governance
Share awards granted
The Black Scholes method was used to value all share awards granted during the year. The following table outlines the inputs and
assumptions used:
2022 2021
EIP BAYE Deferred bonus EIP BAYE

Weighted average fair value at measurement date 1.14 1.10 0.95 0.70 0.68
Weighted average share price at grant date 1.19 1.20 1.17 0.74 0.72

Financial statements
Expected volatility 42.96% 43.46% 43.52% 45.05% 50.23%
Expected life (years) 2.87 1.37 2.87 2.96 1.30
Expected dividend yield 1.33% 5.72% 6.57% 5.00% 5.00%
Risk free interest rate 0.50% 0.51% 0.18% 0.07% 0.03%
Estimate of attrition 21.60% 9.42% 20.46% 25.0% 25.0%
Estimate of performance conditions being met 85.70% N/A N/A 94.15% N/A

Other information
The expectations and estimates used represent the average across the tranches granted. Expected volatility was determined by reference
to the period for which the share price history is available. The expected life used is the vested date of the award.
24 Key management personnel
Compensation paid to key management personnel
2022 2021
£’000 £’000

Remuneration of the PLC Board

Short-term employee benefits 2,717 2,263
Post-employment benefits 92 71
Loss of office – 526
Share-based payments 640 1,078
3,449 3,937

Key management personnel comprise the PLC Board of Directors. The amount paid to the highest paid member of key management was
£0.8m (2021: £0.8m). Further information can be found in the Directors’ Remuneration report on pages 83 to 114.
25 Employee information and their pay and benefits
The average number of persons employed by the Group (including Executive Directors) during the year, analysed by category, and the
aggregate payroll costs of these persons were as follows:
2022 2021
No. No.

Legal advisors 2,426 2,405

Support staff 1,222 1,265
3,648 3,670

£’000 £’000

Wages and salaries 199,828 192,493

Social security costs 11,694 11,528
Contributions to defined contribution plans 6,698 6,822
218,220 210,843

The Group operates defined contribution pension plans. The total annual pension cost for the defined contribution plan was £6.7m
(FY2021: £6.8m) and the outstanding balance at 30 April 2022 was £0.9m (30 April 2021: £0.9m).

DWF Group plc | Annual Report and Accounts 2022 157

Financial statements

Consolidated notes to the financial statements continued

Year ended 30 April 2022

26 Cash generated from operations

a) Cash generated from operations before adjusting items
2022 2021
£’000 £’000

Cash flows from operating activities

Profit/(loss) before tax 22,316 (30,600)
Adjustments for:
Other impairment 3,593 4,595
Amortisation of acquired intangible assets 4,655 4,609
Depreciation of right-of-use asset 12,737 11,977
Other depreciation and amortisation 7,211 6,989
Gain on disposal of leases and investments – (798)
Non-underlying items 1,224 27,101
Share-based payments expense 9,609 27,818
Interest expense on lease liabilities 1,673 2,284
Net finance expense 3,518 2,682
Operating cash flows before movements in working capital 66,536 56,657
(Increase)/decrease in trade and other receivables (8,031) 13,120
Decrease in trade and other payables (17,641) (176)
Decrease in provisions 4,798 (296)
Decrease in amounts due to members of partnerships in the Group (4,039) (4,144)
Cash generated in operations before adjusting items 41,623 65,161

b) Free cash flows

Free cash flows is an APM and is defined in the glossary to the financial statements on pages 169 to 173.
2022 2021
£’000 £’000

Free cash flows

Operating cash flows before movements in working capital 66,536 56,657
Net working capital movement (20,874) 12,648
Amounts due to members of partnerships in the Group (4,039) (4,144)
Cash generated from operations before adjusting items 41,623 65,161
Net interest paid (4,596) (5,064)
Tax paid (2,854) (3,155)
Repayment of lease liabilities (13,396) (14,191)
Purchase of property, plant and equipment (3,581) (4,001)
Purchase of other intangible assets (4,300) (6,635)
Free cash flows 12,896 32,115

158 DWF Group plc | Annual Report and Accounts 2022

c) Working capital measures

Strategic report
2022 2021
£’000 £’000

WIP days
Amounts recoverable from clients in respect of unbilled revenue 71,958 66,671
Unbilled disbursements 7,982 9,437
Total WIP 79,940 76,108
Annualised net revenue 350,490 338,130

Governance
WIP days 83 82

Debtor days
Trade receivables (net of allowance for doubtful receivables) 88,949 91,185
Other receivables* 3,154 2,890
Total debtors 92,103 94,075

Financial statements
Annualised net revenue 350,490 338,130
Debtor days 96 102

Total lock-up days

Total WIP 79,940 76,108
Total debtors 92,103 94,075

Other information
Total lock-up 172,043 170,183
Annualised net revenue 350,490 338,130
Total lock-up days 179 184

* In a change to the calculation of lock-up days from the prior year, other receivables is shown excluding amounts due from members of partnerships as it does not
represent part of the Group’s normal working capital. The comparator has been restated for consistency. This has the impact of reducing the current and prior year
lock-up days by two days each. Under both methods of calculation, lock-up days have reduced by five days and therefore the change in calculation has had no impact
on the reduction of lock-up days for the year.

Annualised net revenue, an APM as defined in the glossary, reflects the total net revenue for the previous 12-month period inclusive of
pro-forma adjustments for acquisitions and scale-backs.
Lock-up days is an APM and is defined in the glossary to the financial statements on pages 169 to 173.
The Group also measures lock-up as above but excluding other receivables as this more closely aligns with lock-up measurement of other
businesses in the legal sector and also as other receivables do not represent sales outstanding. Excluding other receivables, lock-up days
are 176 days (2021: 180 days).

DWF Group plc | Annual Report and Accounts 2022 159

Financial statements

Consolidated notes to the financial statements continued

Year ended 30 April 2022

27 Amounts due to members of partnerships in the Group

Amounts due to members of partnerships in the Group comprise members’ capital and other amounts due to members classified as
liabilities as follows:
Total amounts
due to
Other amounts members of
Members’ due to partnerships in
capital members the Group
£’000 £’000 £’000

At 1 May 2021 13,348 18,144 31,492

Members’ remuneration charged as an expense – 43,670 43,670
Unrealised foreign exchange translation differences (38) (80) (118)
Capital introduced by members 2,132 – 2,132
Repayments of capital (1,072) – (1,072)
Drawings – (47,861) (47,861)
At 30 April 2022 14,370 13,873 28,243

Total amounts
due to members
Members’ Other amounts of partnerships
capital due to members in the Group
£’000 £’000 £’000

At 1 May 2020 13,231 22,621 35,852

Members’ remuneration charged as an expense – 41,361 41,361
Unrealised foreign exchange translation differences (46) (333) (379)
Capital introduced by members 4,276 – 4,276
Repayments of capital (4,113) – (4,113)
Drawings – (45,505) (45,505)
At 30 April 2021 13,348 18,144 31,492

The average number of members during the year was as follows:

2022 2021

Average number of members of partnerships held by the Group during the year 366 373

160 DWF Group plc | Annual Report and Accounts 2022

Company statement of financial position
As at 30 April 2022

2022 2021

Strategic report
Notes £’000 £’000

Non-current assets
Investments 2 255,955 247,281
Total non-current assets 255,955 247,281
Current assets
Trade and other receivables 3 163,515 170,096
Cash at bank and in hand 445 113

Governance
Total current assets 163,960 170,209
Total assets 419,915 417,490
Current liabilities
Trade and other payables 4 17,461 7,390
Deferred consideration – –
Total current liabilities 17,461 7,390

Financial statements
Non-current liabilities
Interest-bearing loans and borrowings 5 90,344 90,445
Total non-current liabilities 90,344 90,445
Total liabilities 107,805 97,835
Net assets 312,110 319,655
Equity

Other information
Share capital 6 3,254 3,246
Share premium 6 89,365 88,610
Share-based payments reserve 11,512 12,885
Retained earnings 207,979 214,914
Total equity 312,110 319,655

Under section s408 of the Companies Act 2006 the Company is exempt from the requirement to present its own income statement.
The loss for the year to 30 April 2022 was £2.5m (2021: profit of £10.3m).
These financial statements of DWF Group plc (registered number: 11561594) were approved by the Board on 20 July 2022.
Notes 1 to 7 are an integral part of these financial statements.

Sir N Knowles C J Stefani

Group Chief Executive Officer Group Chief Financial Officer

DWF Group plc | Annual Report and Accounts 2022 161

Financial statements

Company statement of changes in equity

Year ended 30 April 2022

Share-based
payments Retained
Share capital Share premium reserve earnings Total equity
£’000 £’000 £’000 £’000 £’000

1 May 2021 3,246 88,610 12,885 214,914 319,655

Loss for the year – – – (2,472) (2,472)
Total comprehensive income – – – (2,472) (2,472)
Shares issued 8 755 – – 763
Dividends paid – – – (13,537) (13,537)
Share-based payments – – (1,373) 9,074 7,701
At 30 April 2022 3,254 89,365 11,512 207,979 312,110

Share-based
payments Retained
Share capital Share premium reserve earnings Total equity
£’000 £’000 £’000 £’000 £’000

1 May 2020 3,246 88,610 9,672 201,729 303,257

Profit for the year – – – 10,277 10,277
Total comprehensive income – – – 10,277 10,277
Dividends paid – – – (6,521) (6,521)
Share-based payments – – 3,213 9,429 12,642
At 30 April 2021 3,246 88,610 12,885 214,914 319,655

Further information on dividends paid is included in note 7 of the Group financial statements.
Notes 1 to 7 are an integral part of these financial statements.

162 DWF Group plc | Annual Report and Accounts 2022

Company notes to the financial statements
Year ended 30 April 2022

1 Accounting policies

Strategic report
General information and basis of accounting
DWF Group plc (the ‘Company’), is a public limited company, domiciled in the United Kingdom under the Companies Act 2006, and registered
in England. The registered office is 20 Fenchurch Street, London, EC3M 3AG.
The Company meets the definition of a qualifying entity under FRS 100 ‘Application of Financial Reporting Requirements’ issued by the FRC.
Accordingly, these financial statements were prepared in accordance with Financial Reporting Standard 101 ‘Reduced Disclosure Framework’
(‘FRS 101’). In preparing these financial statements, the Company applies the recognition, measurement and disclosure requirements of
International Financial Reporting Standards as adopted by the UK (‘IFRS’), but makes amendments where necessary in order to comply with
the Companies Act 2006 and has set out below where advantage of the FRS 101 disclosure exemptions has been taken.

Governance
The functional currency of the Company is British Pounds Sterling because that is the currency of the primary economic environment in
which the Company operates. The Company financial statements are presented in Pounds Sterling.
In the preparation of these financial statements, DWF Group plc has applied the following exemptions from the requirements of IFRS
available under FRS 101:
• Paragraphs 45(b) and 46 to 52 of IFRS 2, ‘Share-based Payment’ (details of the number and weighted average exercise prices of share
options, and how the fair value of goods or services received was determined);
• IFRS 7, ‘Financial Instruments: Disclosures’;
• Paragraphs 91 to 99 of IFRS 13, ‘Fair Value Measurement’ (disclosure of valuation techniques and inputs used for fair value measurement

Financial statements
of assets and liabilities);
• Paragraph 38 of IAS 1, ‘Presentation of Financial Statements’ – comparative information requirements in respect of paragraph 79(a)(iv) of
IAS 1;
• The following paragraphs of IAS 1, ‘Presentation of Financial Statements’:
− 10(d) (statement of cash flows)
− 16 (statement of compliance with all IFRS)
− 38A (requirement for minimum of two primary statements, including cash flow statements)
− 38B-D (additional comparative information)

Other information
− 111 (statement of cash flows information)
− 134-136 (capital management disclosures)
• IAS 7, ‘Statement of Cash Flows’;
• Paragraphs 30 and 31 of IAS 8, ‘Accounting Policies, Changes in Accounting Estimates and Errors’ (requirement for the disclosure of
information when an entity has not applied a new IFRS that has been issued but is not yet effective);
• Paragraph 17 of IAS 24, ‘Related Party Disclosures’ (key management compensation);
• The requirements in IAS 24, ‘Related Party Disclosures’, to disclose related party transactions entered into between two or more members
of a group provided that any subsidiary which is a party to the transaction is wholly owned by such member;
• The requirements of paragraphs 62, B64(d), B64(e), B64(g), B64(h), B64(j) to B64(m), B64(n)(ii), B64(o)(ii), B64(p), B64(q)(ii), B66 and B67
of IFRS 3 ‘Business Combinations’, given that equivalent disclosures are included in the consolidated financial statements of the group in
which the entity is consolidated;
• Paragraphs 130(f)(ii), 130(f)(iii), 134(d) to 134(f) and 135(c) to 135(e) of IAS 36, ‘Impairment of Assets’.
The accounting policies set out below have, unless otherwise stated, been applied consistently to all periods presented in the Company
financial statements. The accounting policies in note 1 of the consolidated notes to the financial statements of DWF Group plc also apply
to the Parent Company.
1.1 Investments in subsidiaries
Investments in subsidiaries are stated at cost less provision for any impairment in value.
1.2 Amounts due from/to subsidiary undertakings
Amounts due from subsidiary undertakings are non-derivative financial assets and are recognised initially at fair value. Subsequent to initial
recognition they are measured at amortised cost using the effective interest method less any allowance for expected credit losses.
Amounts due to subsidiary undertakings are non-derivative financial liabilities and are recognised initially at fair value. Subsequent to initial
recognition they are measured at amortised cost using the effective interest method and due to their short-term nature, they are not
discounted.
1.3 Accounting estimates and judgements
The preparation of the financial statements under IFRS requires management to make judgements, estimates and assumptions which
affect the financial information. The estimates and associated assumptions are based on historical experience and other factors that are
considered to be relevant and are reviewed on an ongoing basis. There are not considered to be any critical judgements or key estimates
applicable to these financial statements.

DWF Group plc | Annual Report and Accounts 2022 163

Financial statements

Company notes to the financial statements continued

Year ended 30 April 2022

2 Investments
2022 2021
£’000 £’000

Investments
At 1 May 247,281 235,605
Additions 8,674 11,676
At 30 April 255,955 247,281

Additions in the year ended 30 April 2022 relate to, inter alia, the Zing acquisition and the push down of the share-based payment expense
to entities that the employees provide services to. Further details of the Group’s share-based payment schemes are included in note 23 of
the Group financial statements.
The Group has investments in the following undertakings, which are all held as ordinary shares:
Principal place Proportion
Registered address of business Nature of business of ownership

Subsidiaries
Direct
DWF Holdings Limitedc i UK Investment holding 100%
DWF Group (US) LLC xxvii USA Investment holding 100%
DWF Connected Services Investments Limited c,d xxx UK Connected services 100%
Zing 365 Holdings Limited c,d i UK Connected services 100%
Indirect
DWF (TG) Limited c i UK Investment holding Note 1
DWF LLP i UK Legal services Note 2
DWF Law LLP i UK Legal services Note 1
DWF (Northern Ireland) LLPc ii UK Legal services Note 2
Vueity Limited i UK Dormant Note 1
DWF Costs Limited c i UK Connected services Note 1
DWF Claims Limited c
i UK Connected services Note 1
DWF Advocacy Limited c i UK Connected services Note 1
DWF Forensic Limited c
i UK Connected services Note 1
DWF Ventures Limited c i UK Connected services Note 1
DWF Adjusting Limited c
i UK Connected services Note 1
DWF Resource Limited c i UK Connected services Note 1
DWF Connected Services Holdings Limited c
i UK Connected services Note 1
DWF Company Secretarial Services Limited c i UK Connected services Note 2
Greyfern Law Limited c i UK Connected services Note 2
Davies Wallis Foyster Limited i UK Non-trading Note 2
Davies Wallis (unlimited) a i UK Dormant Note 2
DWF Solicitors Limited a
i UK Dormant Note 2
DWF (Trustee) Limiteda i UK Dormant Note 2
DWF Nominees Limited a
i UK Dormant Note 2
Resolution Law Limiteda i UK Dormant Note 1
DWF Middle East Group LLP a
i UK Dormant Note 1
DWF (Nominees) 2013 Limiteda i UK Dormant Note 2
Harborne Road Nominees Limited a
i UK Dormant Note 2
DWF Connected Services Limited c i UK Dormant Note 2
DWF Connected Services Group Limited c
i UK Non-trading Note 1
NewCo 4736 Limited c i UK Non-trading Note 1
Bailford Trustees Limited a
iii UK Dormant Note 2

164 DWF Group plc | Annual Report and Accounts 2022

 Principal place Proportion

Strategic report
Registered address of business Nature of business of ownership

DWF Trustees (Scotland) Limiteda iii UK Dormant Note 2

DWF Directors (Scotland) Limiteda iii UK Dormant Note 2
DWF Secretarial Services (Scotland) Limiteda iii UK Dormant Note 2
DWF Pension Trustees Limited iv UK Dormant Note 2
DWF 360 Limited i UK Software provider Note 1
EBT v UK Trustees Note 6

Governance
RST v UK Trustees Note 6
DWF (France) AARPI b vi France Law services Note 2
DWF Claims (France) SAS vi France Connected services Note 1
DWF Holding GbR vii Germany Investment holding Note 2
DWF Germany RmbH vii Germany Law services Note 2
DWF LLP Studio Legale Associato ix Italy Law services Note 2

Financial statements
DWF Claims (Italy) S.r.L.b ix Italy Connected services Note 1
DWF (Ireland) LLP x ROI Law services Note 2
DWF Claims (Ireland) Limited viii ROI Connected services Note 1
DWF Dublin Secretarial Limited a
x ROI Dormant Note 2
DWF Poland Holdings Sp. z o.o. xxi Poland Investment holding Note 1
DWF Poland Jamka sp.k b xxi Poland Law services Note 1

Other information
DWF Spain S.L.P. xxv Spain Investment holding Note 1
Rousaud Costas Duran S.L.P.U. xxv Spain Law services Note 1
Rousaud Costas Duran Abogados S.L.P.U. xxiv Spain Law services Note 1
Rousaud Costas Duran Concursal S.L.P. xxv Spain Law services Note 1
Rousaud Costas Duran Valencia S.L.P.U. xxvi Spain Law services Note 1
RCD Tax & Legal Advisors S.L.P.U. xxv Spain Law services Note 1
Gestart Assessors S.L.U. xxv Spain Law services Note 1
Gestart Asesoramiento Empresarial S.L.U. xxiv Spain Law services Note 1
DWF Law Australia Pty Limited xi Australia Law services Note 1
DWF Australia Holdings Pty Limited xi Australia Law services Note 1
DWF Claims (Australia) Pty Limited xii Australia Connected services Note 1
DWF Adjusting (Australia) Pty Limited xii Australia Connected services Note 1
DWF Connected Services Australia Pty Limited xi Australia Dormant Note 1
DWF Claims (Canada) Limited xiii Canada Connected services Note 1
DWF Adjusting (Canada) Limited xiii Canada Connected services Note 1
DWF Compliance (Singapore) Pte Limited xiv Singapore Connected services Note 1
Triton Global Claims (Asia) Pte Limited xv Singapore Dormant Note 1
Triton Global Claims (HK) Pty Limited xvi Hong Kong Dormant Note 1
DWF (Middle East) LLP xvii UAE Law services Note 1
Mindcrest Inc. xxii USA Law services Note 5
Mindcrest (India) Private Limited xxiii India Law services Note 5
Mindcrest UK Limitedc i UK Law services Note 5
DWF Claims (USA) LLC xviii USA Connected services Note 1
Moat Pensions Limited c iii UK Connected services Note 2
DWF MGA (USA) LLC USA Connected services Note 1
Zing Associates Limited c,d i UK Connected services Note 3
Zing 365 Limited c,d
i UK Connected services Note 3

DWF Group plc | Annual Report and Accounts 2022 165

Financial statements

Company notes to the financial statements continued

Year ended 30 April 2022

Principal place Proportion

Registered address of business Nature of business of ownership

Marlborough Training and Consultancy Limited c,d i UK Connected services Note 3

Try Solutions Limited c,d i UK Connected services Note 3
BCA Claims & Consulting Limitedd xxix Canada Connected services Note 4
DWF (Hong Kong) LLP i UK Dormant Note 2

a Subsidiary undertakings have been excluded from the consolidation on the basis of immateriality.
b The statutory year end in the period being reported is 31 December.
c Entities have claimed audit exemption for the year to 30 April 2022 under section 479A of the Companies Act 2006.
d Investments have been made during the year to 30 April 2022.

Note 1 DWF Group plc indirectly controls these entities through its subsidiary, DWF Holdings Limited.
Note 2 DWF Group plc indirectly controls these entities by virtue of Governance Agreements and Intra-Group Agreements between the
Company, DWF Law LLP, DWF LLP and other related subsidiary undertakings.
Note 3 DWF Group plc indirectly controls these entities through its subsidiary, Zing 365 Holdings Limited.
Note 4 DWF Group plc indirectly controls these entities through its subsidiary, DWF Connected Services Investments Limited.
Note 5 DWF Group plc indirectly controls these entities through its subsidiary, DWF Group (US) LLC.
Note 6 These trusts are consolidated as if they were subsidiaries of the Group.
(i) 1 Scott Place, 2 Hardman Street, Manchester, United Kingdom, M3 3AA
(ii) 42 Queen Street, Belfast, BT1 6HL
(iii) 103 Waterloo Street, Glasgow G2 7BW
(iv) 5 St. Paul’s Square, Old Hall Street, Liverpool, L3 9AE
(v) 26 New Street, St. Helier, JE2 3RA, Jersey
(vi) 137-139 rue de l’Université, 75007 Paris, France
(vii) Habsburgerring 2, Westgate, 50674 Cologne, Germany
(viii) 2 Dublin Landings, North wall Quay, Dublin 1, V4A3, Ireland
(ix) Via dei Bossi 6, Milano, Italy
(x) 5 George’s Dock, IFSC, Dublin
(xi) Level 36, 123 Eagle Street, Brisbane, QLD 4000, Australia
(xii) Suite 204, Level 2, 165-167 Philip Street, Sydney NSW 2000, Australia
(xiii) 111 Queen Street East, Suite 450, Toronto, Ontario, M5C 1S2, Canada
(xiv) 9 Raffles Place, #58-0 Republic Plaza, Singapore, 048619
(xv) 8 Cross Street, #24-03/04 PWC Building, Singapore, 048424
(xvi) Room 1901, 19/F, Lee Garden One, 33 Hysan Avenue, Causeway Bay, Hong Kong
(xvii) P.O. Box 507104, Office 901 & 904, Tower 2, Al Fattan Currency House, DIFC, Dubai
(xviii) 740 Waukegan Road, Deerfield, Chicago, Illinois, 60015, USA
(xix) Harrow House, 23 West Street, Haslemere, Surrey, GU27 2AB
(xx) Martello Court, Admiral Park, St Peter Port, Guernsey, GY1 3HB
(xxi) plac Stanisława Małachowskiego 2, 00-066 Warsaw
(xxii) 425 S. Financial Place, Suite 1100, Chicago, IL 60605
(xxiii) 603/604 Block D, Weikfield IT-Citi Info Park, Nagar Rd, Vadgaon Sheri, Pune, 411014, India
(xxiv) Calle Serrano, 116, 28006 Madrid, Spain
(xxv) Calle Escoles Pies, 102, 08017 Barcelonam, Spain
(xxvi) Gran Via Marquez del Turia n 55 Puerta 8, 46005, Valencia, Spain
(xxvii) 251 Little Falls Drive, Wilmington, Delaware 19808, US
(xxviii) Colthouse Grange Farm, Ramsgill, Harrogate, North Yorkshire, United Kingdom, HG3 5AE
(xxix) 400-725 Granville Street, PO Box 10325, Vancouver BC V7Y 1G5, Canada
(xxx) 20 Fenchurch Street, London, England, England, EC3M 3AG
3 Trade and other receivables
2022 2021
£’000 £’000

Amounts due from subsidiary undertakings 163,154 170,090

Prepayments 361 6
163,515 170,096

Amounts due from all subsidiaries are interest free, unsecured and repayable on demand.

166 DWF Group plc | Annual Report and Accounts 2022

4 Trade and other payables

Strategic report
2022 2021
£’000 £’000

Trade payables 111 55

Other taxation and social security 2,025 646
Accruals 1,578 1,345
Amounts due to subsidiary undertakings 13,747 5,344
17,461 7,390

Governance
Amounts due to subsidiary undertakings are interest free and repayable on demand.
5 Interest-bearing loans and borrowings
This note provides information about the Company’s interest-bearing loans and borrowings, which are measured at amortised cost.
Further details on the Company’s revolving credit facility (‘RCF’) can be found in the consolidated financial statements note 17.
Obligations under interest-bearing loans and borrowings
2022 2021

Financial statements
£’000 £’000

Current liabilities
Bank loans – 15,000
– 15,000
Non-current liabilities
Bank loans 90,907 76,086
Unamortised finance costs (563) (641)

Other information
90,344 75,445
90,344 90,445

6 Share capital
Number Ordinary shares Share premium Total
of 1p each £’000 £’000 £’000

At 1 May 2020 324,554,653 3,246 88,610 91,856

At 30 April 2021 324,554,653 3,246 88,610 91,856
Shares issued on acquisition of Zing 365 Holdings Ltd 798,212 8 755 763
At 30 April 2022 325,352,865 3,254 89,365 92,619

On 24 May 2021 798,212 ordinary shares were issued as a result of the acquisition of Zing.
7 Employee information and Directors’ remuneration
The Company had no employees (other than Directors) employed during the year. No Directors received remuneration in respect to services
to the Company in the year (2021: £nil).

DWF Group plc | Annual Report and Accounts 2022 167

Financial statements

Unaudited information

Appendix
Reconciliation to new global operating structure – re-presented year ended 30 April 2021
The following reconciliation shows how the prior year’s revenue and gross profit has been re-presented from the old operating structure to
the new global operating structure:
As reported
under new global
operating
As reported for structure
the year ended Impact of effective
30 April 2021 restructure 1 May 2021
£’000 £’000 £’000

Segment net revenue

Legal Advisory – 285,326 285,326
Commercial Services 110,667 (110,667) –
Insurance Services 103,884 (103,884) –
International 85,255 (85,255) –
Connected Services 25,338 3,085 28,423
Mindcrest (FY2021: Managed Services) 12,986 11,395 24,381
Net revenue 338,130 – 338,130
Segment direct cost
Legal Advisory – (137,487) (137,487)
Commercial Services (46,245) 46,245 –
Insurance Services (51,560) 51,560 –
International (49,012) 49,012 –
Connected Services (14,406) (1,819) (16,225)
Mindcrest (FY2021: Managed Services) (5,126) (7,511) (12,637)
Direct cost (166,349) – (166,349)
Segment gross profit
Legal Advisory – 147,839 147,839
Commercial Services 64,422 (64,422) –
Insurance Services 52,324 (52,324) –
International 36,243 (36,243) –
Connected Services 10,932 1,266 12,198
Mindcrest (FY2021: Managed Services) 7,860 3,884 11,744
Gross profit 171,781 – 171,781

168 DWF Group plc | Annual Report and Accounts 2022

Glossary

Strategic report
Alternative Performance Measures (‘APMs’)
In accordance with the Guidelines on APMs issued by the European Securities and Markets Authority (‘ESMA’), additional information is
provided on the APMs used by the Group below. In the reporting of financial information, the Group uses certain measures that are not
required under IFRS.
These additional measures (commonly referred to as APMs) provide the Group’s stakeholders with additional information on the
performance of the business. These measures are consistent with those used internally, and are considered insightful for understanding
the financial performance of the Group. The Group’s APMs provide an important measure of how the Group is performing by providing a
meaningful comparison of how the business is managed and measured on a day-to-day basis and achieves consistency and comparability

Governance
between reporting periods.
These APMs may not be directly comparable with similar measures reported by other companies and they are not intended to be
a substitute for, or superior to, IFRS measures. All Income Statement measures are provided for continuing operations unless
otherwise stated.
Changes to APMs
The Directors and management have redefined adjusted diluted earnings per share (‘adjusted DEPS’) to aid comparability and simplicity.
The denominator reflects the aggregate of shares in issue and those shares held in trust, to represent a fully diluted EPS. In addition, the
denominator for the adjusted earnings per share (‘adjusted EPS’) has been made consistent to the basic EPS measure to provide further

Financial statements
consistency to the statutory measure. The definitions of adjusted DEPS and adjusted EPS are fully defined below.
APM
Net revenue
Closest equivalent statutory measure
Revenue
Definition and purpose
Revenue less recoverable expenses

Other information
Recoverable expenses do not attract a profit margin and can vary significantly month-to-month such that they may distort the link between
revenue and the performance of the Group. Net revenue is widely reported in the legal sector as the key measure reflecting underlying
trading, and allows greater comparability with other legal businesses.

Reconciliation
2022 2021
£’000 £’000

Revenue 416,052 400,948

Recoverable expenses (65,810) (62,818)
Net revenue 350,242 338,130

APM
Adjusting items
Closest equivalent statutory measure
None
Definition and purpose
Those items which the Group excludes from its statutory metrics to arrive at adjusted profit or cash flow metrics in order to present further
measures of the Group’s performance.
These include items which are significant in size or by nature are non-trading or non-recurring. This provides a comparison of how the
business is managed and measured on a day-to-day basis and provides consistency and comparability between reporting periods, as well
as allows our results to be compared more fairly with other similar businesses.
Share-based payment charges within adjusting items relate to shares allocated from the pre-funded employee benefit trust, which are not
dilutive to shareholders.
Reconciliation
See note 2
APM
Adjusted earnings before interest, tax, depreciation and amortisation (‘adjusted EBITDA’)
Closest equivalent statutory measure
Operating profit/(loss)
Definition and purpose
Operating profit adjusted for adjusting items, as detailed in note 2, and adding back depreciation and amortisation.
Adjusted EBITDA is useful as a measure of comparative operating performance between both previous periods, and other companies as it
is reflective of adjustments for adjusting items and other factors that affect operating performance. Adjusted EBITDA removes the effect
of depreciation and amortisation, and adjusting items as described above, as well as items relating to capital structure (finance costs and
income) and items outside the control of management.

DWF Group plc | Annual Report and Accounts 2022 169

Financial statements

Unaudited information continued

Reconciliation
2022 2021
£’000 £’000

Operating profit/(loss) 27,653 (25,634)

Depreciation of right-of-use asset 12,737 11,977
Other depreciation and amortisation 7,211 6,989
Total of adjusting items 19,081 64,792
Adjusted EBITDA 66,682 58,124

APM
Adjusted profit before tax (‘adjusted PBT’)
Closest equivalent statutory measure
Profit/(loss) before tax
Definition and purpose
Profit before tax and after reflecting the impact of adjusting items.
Adjusted PBT is useful as a measure of comparative operating performance between both previous periods, and other companies as it is
reflective of adjustments for non-underlying items, amortisation of acquired intangibles, share based payments expense, impairment/
impairment reversal and other factors that affect operating performance. Adjusted PBT is used to provide a useful and consistent measure
of the ongoing performance of the Group. Adjusted measures are reconciled to statutory measures in note 2.

Reconciliation
2022 2021
£’000 £’000

Profit/(loss) before tax 22,316 (30,600)

Total of adjusting items (note 2) 19,081 64,792
Adjusted profit before tax 41,397 34,192

APM
Cost to income ratio
Closest equivalent statutory measure
Not applicable
Definition and purpose
Adjusted administrative expenses and impairment as detailed in note 2, divided by net revenue as defined above.
After adjusting for significant items that are one-off in nature, the cost to income ratio is an essential metric in assessing the levels of
underlying operational gearing in the Group. The Group uses the cost to income ratio to measure the efficiency of its activities. A decrease
in cost to income ratio indicates an improvement to efficiency, and likewise an increase indicates a decline. Management note that the
usefulness of the cost to income ratio is inherently limited by the fact that it is a ratio and thus does not provide information on the
absolute amount of operating revenue and expenses.

Reconciliation
2022 2021
£’000 £’000

Net revenue 350,242 338,130

Adjusted administrative expenses and impairment (note 2) 134,322 132,623
Cost to income ratio 38.4% 39.2%

170 DWF Group plc | Annual Report and Accounts 2022

APM

Strategic report
Adjusted administrative expenses
Closest equivalent statutory measure
Administrative expenses and impairment
Definition and purpose
Adjusted administrative expenses are defined as administrative expenses plus impairment less adjusting items (as defined above).
Adjusted administrative expenses provide a useful and consistent measure of the ongoing administrative expenses of the Group.
In particular, the adjusted administrative expenses are utilised within the Group’s definition of ‘Cost to income ratio’ which is also

Governance
defined above.
Reconciliation
See note 2

APM
Net debt (excluding IFRS 16)
Closest equivalent statutory measure

Financial statements
Cash and cash equivalents less borrowings
Definition and purpose
Net debt comprises cash and cash equivalents less interest-bearing loans and borrowings (including the supplier payments facility).
Net debt is one measure that can be used to indicate the strength of the Group’s statement of financial position and can be a useful
measure of the indebtedness of the Group. This metric excludes the Group’s lease liabilities under IFRS 16 in order to provide consistency
with how the Group manages and reports its indebtedness and also providing consistency with the definition of Net debt under the
Group’s banking agreement.

Other information
Reconciliation
See note 17

APM
Lock-up days
Closest equivalent statutory measure
Not applicable
Definition and purpose
Lock-up days comprise work-in-progress (‘WIP’) days, representing the amount of time between performing work and invoicing clients; and
debtor days, representing the length of time between invoicing and cash collection. WIP days are calculated as unbilled revenue divided by
annualised net revenue multiplied by 365 days. Debtor days are calculated as trade and other receivables, excluding amounts due from
members of partnerships, divided by annualised net revenue multiplied by 365 days. Annualised net revenue is the total net revenue for
the previous 12 month period with adjustments for acquisitions and discontinuations.
Reconciliation
See note 26

DWF Group plc | Annual Report and Accounts 2022 171

Financial statements

Unaudited information continued

APM
Adjusted diluted earnings per share (‘adjusted DEPS’)
Closest equivalent statutory measure
Diluted earnings per share (‘DEPS’)
Definition and purpose
Adjusted earnings divided by the total number of ordinary shares in issue.
Adjusted earnings is defined as (loss) / earnings from continuing operations adjusted for:
• non-underlying items;
• share-based payments expense;
• gain on investment;
• amortisation of acquired intangible assets;
• impairment; and
• the tax effect of the above items;
Whilst this metric is not prepared in accordance with IAS 33 ‘Earnings per Share’, it is an important APM to provide the Group’s stakeholders
with a fully diluted EPS metric using the Group’s adjusted earnings for the period that is consistent year on year.
Reconciliation
See note 8

APM
Adjusted earnings per share (‘adjusted EPS’)
Closest equivalent statutory measure
Basic EPS
Definition and purpose
Adjusted earnings divided by weighted average number of ordinary shares for the purposes of the basic earnings per share calculation.
See adjusted diluted EPS definition and purpose above for details of adjusting measures.
This metric provides the Group’s stakeholders with an EPS metric using the Group’s adjusted profitability but with a denominator
consistent with the statutory basic EPS measure.
Reconciliation
See note 8

APM
Like-for-like (‘L4L’)
Closest equivalent statutory measure
N/A
Definition and purpose
Like for like metrics, are applied to net revenue, direct costs, gross profit and gross margin to exclude the results of DWF Australia and
Germany following the scale-back of operations in March 2021 and April 2022 respectively, along with the results for current year
acquisitions, Zing and BCA.
This metric allows the Group’s stakeholders to compare the performance of the business on a consistent basis with the prior period, given
that the scale back of the Australian and German business was a significant change to the Group.
Reconciliation
Not applicable

APM
Revenue per partner
Closest equivalent statutory measure
Revenue
Definition and purpose
Revenue per partner is defined as net revenue divided by average number of partners (on a full time equivalent basis) for the period.
This metric allows the Group’s stakeholders to view the performance of the business based on average revenue per partner, split by
division (this includes both member and employee partners).

172 DWF Group plc | Annual Report and Accounts 2022

Reconciliation

Strategic report
2022 2021
£’000 £’000

Legal Advisory 896 842

Connected Services 1,382 1,428
Mindcrest 12,216 16,254
Group 975 924

Governance
APM
Annualised net revenue
Closest equivalent statutory measure
Revenue
Definition and purpose
Annualised net revenue reflects the total net revenue for the previous 12-month period inclusive of pro-forma adjustments for acquisitions
and discontinuations/closures/scale-backs.

Financial statements
This metric is utilised as a denominator for lock up, WIP and debtor day calculations which allow greater comparability within the legal
sector consistent with prior and full year metrics.
Reconciliation
Not applicable

APM

Other information
Free cash flows
Closest equivalent statutory measure
Not applicable
Definition and purpose
Free cash flow is the amount by which the operating cash flow exceeds working capital, amounts payable to members, tax, interest and
capital expenditure.
This metric provides the Group’s stakeholders detail around the efficiency of cash generation and utilisation.
Reconciliation
See note 26

APM
Leverage
Closest equivalent statutory measure
Not applicable
Definition and purpose
Leverage is calculated as net debt, divided by the last 12 months adjusted EBITDA (both defined above).
This metric provides the Group’s stakeholders detail around the Group’s ability to repay debt and meet payment obligations. Leverage
should be compared with a benchmark, or industry average and is widely used by analysts and credit rating agencies.

Reconciliation
2022 2021
£’000 £’000

Adjusted EBITDA (last 12 months) 66,682 58,124

Net debt 71,820 60,168
Leverage 1.08 1.04

DWF Group plc | Annual Report and Accounts 2022 173

Other information

Shareholder information

Shareholders are advised to deal only with

2022 financial calendar
financial services firms that are authorised
8 September 2022 Ex dividend date for the final dividend by the Financial Conduct Authority (‘FCA’).
You can check if a firm is properly authorised
9 September 2022 Record date to be eligible for the final dividend
by the FCA by visiting fca.org.uk/register.
28 September 2022 Annual General Meeting If you do deal with an unauthorised firm,
7 October 2022 Payment date for the final dividend you will not be eligible to receive payment
under the Financial Services Compensation
December 2022 Announcement of interim results Scheme if anything goes wrong. For more
detailed information on how you can protect
yourself from an investment scam, or to
Annual General Meeting (‘AGM’) Electronic communications report a scam, go to fca.org.uk/consumers/
The AGM of the Company will be held at Shareholders can sign up for electronic scams/report-scam-us or call 0800 111 6768.
and be broadcast from 20 Fenchurch Street, communications online by registering with
Cautionary note regarding
London, United Kingdom, EC3M 3AG on Shareview, the internet-based platform
forward-looking statements
28 September 2022 at 2.00pm. provided by our Registrars, Equiniti. In addition
This Annual Report and Accounts contains
to enabling Shareholders to receive
The Notice of AGM and a proxy form certain forward-looking statements with
communications by email, Shareview provides
accompanies this Annual Report. You can respect to the Company’s current targets,
a facility for Shareholders to manage their
also find the Notice of AGM on the Company’s expectations and projections about future
shareholding online by allowing them to:
website at dwfgroup.com/en/investors. performance, anticipated events or trends
• receive trading updates by email; and other matters that are not historical
Shareholder enquiries
facts. These forward-looking statements,
The Company’s share register is maintained • view their shareholdings;
which sometimes use words such as ‘aim’,
by Equiniti. Shareholders with queries relating
• update their records – including change ‘anticipate’, ‘believe’, ‘intend’, ‘plan’, ‘estimate’,
to their shareholding should contact Equiniti
of address; and ‘expect’ and words of similar meaning,
as follows.
include all matters that are not historical
• vote in advance of Company general facts and reflect the directors’ beliefs and
By post:
meetings. To find out more about the expectations and involve a number of risks,
Equiniti Limited, Aspect House, Spencer
services offered by Shareview please uncertainties and assumptions that could
Road, Lancing, West Sussex, BN99 6DA
visit shareview.co.uk cause actual results and performance to
UK Telephone:* differ materially from any expected future
Corporate website
0371 384 2030 results or performance expressed or
Shareholders are encouraged to visit our
Overseas telephone: website dwfgroup.com which provides: implied by the forward-looking statement.
+44 (0)121 415 7047
• Company news and information;
Online:
• our three offerings – Legal Advisory,
help.shareview.co.uk
Mindcrest and Connected Services; and
(from here you can email Equiniti securely
with your enquiry) • the Company’s approach to
* Lines are open from 8.30am to 5.30pm UK time, operating responsibly.
Monday to Friday.
There is also a specific investors’ section
Direct credit of dividend payment which contains up-to-date information
Dividends can be paid automatically into for Shareholders, including:
your bank or building society account. The
• comprehensive share price information;
benefits of doing this are that you will:
• financial results;
• receive cleared funds in your bank
account on the payment date; • information on how to manage your shares;
• avoid postal delays; and • dividend history and dividend
calculator; and
• remove the risk of your cheques getting
lost in the post. • access to current and historical
Shareholder documents, such as this
To take advantage of this service or for
Annual Report and Accounts and the
further details, contact Equiniti or visit
AGM Notice of Meeting.
shareview.co.uk
Unsolicited telephone calls and
For overseas Shareholders, a separate
correspondence Shareholders should be
dividend service provided by Equiniti
wary of any unsolicited advice, offers to
enables those living overseas to have their
buy shares at a discount, or offers of free
dividend paid into their bank account, for a
reports about the Company. These are
small fee. For further details please contact
typically from overseas ‘brokers’ who target
Equiniti or visit shareview.co.uk
UK or US Shareholders, offering to sell them
what often turns out to be worthless or
high-risk shares. These operations are
commonly known as boiler rooms, and the
brokers can be very persistent and
extremely persuasive.

174 DWF Group plc | Annual Report and Accounts 2022

Corporate information

Company name Registrar

Strategic report
DWF Group plc Equiniti Limited
Aspect House
Registered number
Spencer Road
England 11561594
Lancing
Secretary and registered office BN99 6DA
Darren Drabble United Kingdom
DWF Group plc
UK Telephone:*
20 Fenchurch Street London
0371 384 2030
EC3M 3AG

Governance
United Kingdom Overseas telephone:
+44 (0)121 415 7047
companysecretary@dwf.law
dwfgroup.com * Lines are open from 8.30am to 5.30pm UK time,
Monday to Friday.

Statutory Auditor
PricewaterhouseCoopers
1 Hardman Square
Manchester

Financial statements
M3 3EB
United Kingdom
Corporate stockbrokers
Berenberg
60 Threadneedle Street
London
EC2R 8HP
United Kingdom

Other information
Zeus Capital Limited
82 King Street
Manchester
M2 4WQ
United Kingdom
Principal UK bankers
HSBC UK Bank plc
8 Canada Square
London
E14 5HQ
United Kingdom

DWF Group plc | Annual Report and Accounts 2022 175

Other information

Principal offices

United Kingdom Australia India

42 Queen Street Level 36 Mindcrest
Belfast Riverside Centre 701/801, Gera – Commerzone
BT1 6HL 123 Eagle Street Building No 6 (R4)
Brisbane Survey No 65
One Snowhill
QLD 4000 Kharadi
Snow Hill Queensway
GPO Box 74 Pune 411014
Birmingham
Brisbane QLD 4001
B4 6GA Ireland
Level 9 2 Dublin Landings
Redcliff Quay
Wyndham Corporate Centre North Wall Quay
120 Redcliff Street
1 Corporate Court North Dock
Bristol
Bundall Dublin
BS1 6HU
QLD 4217 Dublin 1
23-25 Coldharbour Road
Tower 4 Italy
Redland
Level 17 Via dei Bossi 6
Bristol
727 Collins Street 20121
BS6 7JT
Docklands Milano
No. 2 Lochrin Square VIC 3008
Poland
96 Fountainbridge
Level 29 plac Stanisława Małachowskiego 2
Edinburgh
85 Castlereagh Street 00-066 Warszawa
EH3 9QA
Sydney Poland
103 Waterloo Street NSW 2000
Qatar
Glasgow
DWF Adjusting Suite A
G2 7BW
Suite 1 23rd Floor
Bridgewater Place Level 1 Tornado Tower
Water Lane 123 Midson Road PO Box 9417
Leeds Epping Doha
LS11 5DY NSW 2121 Qatar

5 St Paul’s Square Canada Spain

Old Hall Street 111 Queen Street Escoles Pies 102
Liverpool East Suite 450 08017 Barcelona
L3 9AE Toronto ON
Serrano 116
M5C 1S2
20 Fenchurch Street 28006 Madrid
London 605 – 1185 West Georgia St.
Gran Vía Marqués del Turia
EC3M 3AG Vancouver
55 46005 Valencia
BC, V6E 4E6
1 Scott Place
United Arab Emirates
2 Hardman Street France
Office 902,
Manchester 137-139 rue de l’Université
Tower 2
M3 3AA 75007
Al Fattan Currency House
Paris
2nd Floor DIFC PO Box 507104
France
Central Square Dubai
Toque K0165
South Orchard Street
United States of America
Newcastle-Upon-Tyne Germany
Mindcrest
NE1 3AZ Rechtsanwaltsgesellschaft mbH
425 S. Financial Place
Linkstr. 12
Suite 1100
10785 Berlin
Chicago
Germany
IL 60605
Rechtsanwaltsgesellschaft mbH
DWF Claims (USA) LLC
Königsallee 60 c
740 Waukegan Road
D-40212 Düsseldorf
Suite 340
Germany
Deerfield
Rechtsanwaltsgesellschaft mbH IL 60015
Prinzregentenstraße 78
81675 Munich
Germany
Rechtsanwaltsgesellschaft mbH,
Habsburgerring 2, Westgate
50674 Cologne
Germany

176 DWF Group plc | Annual Report and Accounts 2022

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DWF Group plc | Annual Report and Accounts 2022

DWF Group plc
20 Fenchurch Street
London EC3M 3AG
T +44 (0)333 320 2220
dwfgroup.com