The Walker Guidelines

The private equity industry faced significant reputational challenges in the UK in 2007 and 2008, and as a result, the British Private Equity and Venture Capital Association commissioned Sir David Walker to conduct a review into disclosure and transparency within the industry. This review led to the development of the Walker Guidelines, which apply to the largest private equity-backed companies in the UK and operate on a ‘comply or explain’ basis. The Walker Guidelines are the cornerstone of activities to demonstrate the UK private equity industry’s commitment to transparency of its activities. Williams Lea Tag group intends to comply with these guidelines; the summary below is an abridged version of the disclosures required by the Walker Guidelines, reflecting the fact that in the year to 31 December 2017, the group had only been under the ownership of funds managed by private equity group Advent International for one month.

Ownership
AI Wertheimer Holdings Limited was incorporated on 20 October 2017 and acquired the Williams Lea Tag Group of companies from Deutsche Post DHL on 30 November 2017.
The Group is owned by funds containing institutional investors and controlled by Advent International Corporation.

About Advent International
Founded in 1984, Advent International is one of the largest and most experienced global private equity firms. With 14 offices on four continents, Advent has established a globally integrated team of more than 190 investment professionals, focused on buyouts and growth equity investments in five core sectors. Since beginning its private equity strategy in 1989, Advent has invested $40 billion in 340 private equity investments across 41 countries, and as of March 31, 2018, manages $41 billion in assets. For more than 30 years Advent International has sought to invest in well-positioned companies and partner with management teams to create value through sustained revenue and earnings growth.

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

Directors of Wertheimer UK Limited
The directors who currently hold office are as follows:

                                            Appointed
Ralph Kugler                       25 January 2018
David Kassler                      01 December 2017
Benedict Smith                    24 September 2018
James Brocklebank             29 November 2017
Chris Benson                       22 March 2018

Messrs Brocklebank and Benson are representatives of Advent International and the investment funds managed by Advent.
Short biographies for the current Board members (including Advent directors) are shown below:

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

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

Benedict Smith (Chief Financial Officer Williams Lea Tag)
Benedict is a long-standing CFO, with experience at the helm of private and private equity-backed businesses over the past 15 years, including at GAME Digital, where he played a key role in its floatation on the UK stock market, and at Harrods, where sales and profits more than doubled over six years under his financial leadership. Benedict joined Williams Lea Tag following three years at Hunter Boot, where he helped lead the business into new categories and markets.

James Brocklebank (Managing Partner at Advent International plc – London)
Experience: James Brocklebank joined Advent in 1997. Based in London, he is responsible for the European business and financial services sector team. Prior to Advent, James worked on international mergers and acquisitions in the London office of investment bank Baring Brothers and its affiliate Dillon, Read & Co. in New York. James has an MA in Geography from Cambridge University.
Investments:       James has worked on 16 Advent investments, including Concardis GmbH, Equiniti, GFKL, Nets, Nexi, V. Group, Williams Lea Tag and Worldpay.
Directorships:     Current: Nexi, Nets Holding, V.Group Limited, Williams Lea Tag
Previous:             Equiniti, MACH, Tertio Telecoms, Worldpay

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

Chris has an MA in Philosophy, Politics and Economics from Oxford University and an MBA from Harvard Business School, where he was a Fulbright Scholar.
Investments:       Chris has worked on Advent's investments in Nexi, Towergate, V.Group, Worldpay and Williams Lea Tag.
Directorships:     Current: Williams Lea Tag

Principal activities and review of the business
The Williams Lea Tag Group is a leading independent marketing and communications partner to businesses worldwide, enabling customers to activate their marketing strategies and optimise their communications.  The Group comprises two service lines:  Marketing Services for leading global brands and Communications Services for legal and financial services firms.

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

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

Financial position and key performance indicators
In view of the fact that the financial statements to 31 December 2017 contain the results of only one month’s trading, with no prior period comparatives, no commentary on the operational performance of the Group has been prepared for the period. The key performance measures used, however, include revenue, EBITDA, cash generation, client profitability and retention, and new business pipeline and these measures will be used going forwards.

The Group has been formed with a strong equity base and has significant cash reserves with which to execute its strategy. The net debt position as at 31 December 2017 was €143m, before capitalised costs, with the earliest debt maturity being 30 November 2022.

Financial risk
The company may be impacted by price risk, customer credit risk, effects arising from contract breach and liquidity risk.  The majority of the goods and services sold by the company are provided by its own resources or are bought in from related parties.  Where services are bought in the costs of these are recharged to customers.  The company is partially exposed to commodity price risk as a result of key raw materials historically showing volatility in price.  Where possible the company passes the effects of such volatility on to its customers. 

Where not possible, this is communicated and the risk assessed by senior management.  Credit risk management follows normal best practice and includes varying levels of credit assessments according to customer size and active credit performance management through key performance indicators such as days’ sales outstanding.  Contract risk is managed by formal contract approval processes, active operational management and, to the extent possible, important risks are insured.  Liquidity risk is the risk that an entity will encounter difficulty in meeting obligations associated with financial liabilities.  The company aims to mitigate liquidity risk by managing cash generation by its operations, for example through applying cash collection targets throughout the company. 

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

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

Competition
The Group operates in a competitive environment and all contracts and processes are subject to regular analysis with the aim of customer retention or gain and economic optimisation.

Employees
The hard work, expertise and commitment of its employees are essential to the commercial success of the Group and a high priority is placed on the effectiveness of employment practices and human resource development initiatives.

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

Business situation and strategy
The Group operates in an industry where there is a continued move to disaggregate individual services provided by the large integrated marketing agency players, and there is strong growth in marketing services demand, both in creative production and strategic sourcing.  With the continued move to outsourcing of services, communications services continue to see modest growth.  The Group believes that as a strong independent player, a focus on delivering value and efficiency to clients will allow us to grow over the coming years.

The key strategies to deliver this growth are as follows:

  • Investment in broader digital capabilities and drive efficiencies in creative production
  • Investment in next generation technology platforms to enhance client experience and value
  • Drive for incremental growth in existing business through greater sales focus and customer care
  • Drive cost efficiencies in back office and support functions

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

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

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

Senior employees participate directly in the success of the business through the Group’s bonus schemes.

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

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

The gender split of the Group’s work force at the end of December 2017 is set out below:

  Male Female Undisclosed Total
Board 2 - - 2
Senior management 5 1 - 6
Total workforce 5,896 3,963 2 9,861

In accordance with the Equality Act 2010 (Gender Pay Gap Information) Regulations 2017, the Company published our Gender Pay Gap Analysis which can be viewed on the Company website at https://www.wlt.com/gender-pay-gap-analysis

Environmental matters
The Group recognises that environmental issues are a fundamental challenge for the global community.  We recognise that we have a responsibility to manage our environmental impacts that arise through our operations and supply chain activity.

The Group seeks to provide a holistic Environmental Management System that demonstrates our commitment to environmental protection, pollution prevention, waste reduction and the preservation of our natural resources.

We recognise our responsibility to manage the environmental impacts that arise through operations and the need to support our clients in achieving their environmental objectives. We believe we can affect positive environmental change within the market in which we operate and within the supply chain, that supports our products and services.

The Board supports this policy as it seeks to add value by safeguarding our reputation, minimising loss and providing continued productivity and service delivery.

Our Environmental Policy sets the high level structure within which the Group can meet its legal, regulatory and contractual obligations.  We will identify our environmental aspects and impacts within our operations and manage these in accordance with the EN ISO 14001 framework.

Social community and human rights issues
The Group is developing its Corporate Social Responsibility strategy to widen its reach and measure its impact across the many communities we engage with. The Group conducted its first Corporate Social Responsibility assessment in January 2018 using the EcoVadis methodology and platform, where a Silver Rating was achieved. Our impact was assessed across four themes: environment, fair labour practices, ethics/fair business practices, and supply chain, and against 21 key CSR indicators.

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

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