M&C Saatchi Plc AR2023

annual
M&C Saatchi Plc

Annual Report and Accounts 2023
M&C Saatchi Plc Annual Report 2023 Table of Contents
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STRATEGIC REPORT 4
Highlights 6
At a Glance 8
Investment Case 10
Executive Chair’s Statement 12
How we are Shaping the Business for the Future 20
How we can Make it Easier to Grow 22
Global Efficiency Programme 24
Our Business Model 26
Financial Review 48
Principal Risks and Uncertainties 57
Engagement With Stakeholders 62
Section 172 Statement 64
Environmental, Social and Governance (ESG) 66
CORPORATE GOVERNANCE REPORT 94
Executive Chair’s Introduction 96

Board of Directors 99
Governance Review 104
Report of the Audit & Risk Committee 107
Report of the Nomination Committee 113
Directors’ Remuneration Report 116
Annual Remuneration Report 126
Directors’ Report 132
Statement of Directors’ Responsibilities 139
FINANCIAL STATEMENTS 140
3
strateg
M&C Saatchi Plc Annual Report 2023 Strategic Report
Flame-grilled challenge, M&C Saatchi Abu Dhabi
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gic rep
strategic
report
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highlights
FINANCIAL HIGHLIGHTS
Net revenue of Headline** profit before tax of
£252.8m £28.7m
(2022: £271.1m) -7%, -2% like-for-like.* (2022: £31.8m) -10%, -1% like-for-like.*
Headline** EBITDA of Statutory profit before tax of
£41.5m £0.7m
(2022: £45.2m) -8%. (2022: £5.4m).
Headline** operating profit of Headline** basic earnings per share of
£32.4m 15.2p
(2022: £35.4m) -8%. (2022: 14.8p) +3%.
Headline** operating profit margin of Statutory basic earnings per share of
12.8% (2.9p)
(2022: 13.1%) -0.3 pts, +0.2 pts like-for-like.* (2022: 0.1p).
Statutory operating profit of Net cash of
£7.3m £8.3m
(2022: £10.5m). (2022: £30.0m).
* Like-for-like applies constant foreign exchange rates and removes entities discontinued during 2023.
** Headline results reflect the underlying profitability of the business units, by excluding a number of items that are not part of routine business income and expenses.
Note 1 of the financial statements reconciles Statutory results to Headline results.
6
RECOGNITION
• M&C Saatchi Fluency – Start-up
Agency of the Year (Campaign
Awards).
• M&C Saatchi Sport & Entertainment
– Agency of the Year (Sports Industry
Awards, and UK Sponsorship
Awards).
• M&C Saatchi Performance –
Performance Marketing Agency
of the Year (Marketing Interactive
Agency Awards), Marketing/
Advertising Agency of the Year (The
American Business Awards). APAC
Agency of the Year and South East
Asia Agency of the Year (Campaign).
• M&C Saatchi Australia Group – Ad
Campaign of the Year (Mumbrella
Awards), Best Animation Short (LA
Film Awards).
• M&C Saatchi UAE Grand Prix – Film
(Lynx Awards).
• New business – Received new
global assignments from the
World Health Organization (WHO),
Porsche, adidas, Nike, Revlon and
McDonald’s.
• M&C Saatchi Talk - Best Global
Content (PR Week Awards).
• Razor PR – Best Reputation Work
(PRvoke Media – Sabre Awards).
• M&C Saatchi Australia Group –
NGO/Charity The Plastic Forecast,
Minderoo Foundation (Campaign Ad
Net Zero Awards).
7
AT A GLANCE
WHO WE ARE Capital allocation – liberating our capital to
•
re-invest in longer-term growth opportunities
M&C Saatchi is a worldwide brand powered by the
and support shareholder returns.
most talented people in the industry. We have powerful
and distinctive offerings, with businesses and regions
laddering up to making the whole greater than the
WHAT DIFFERENTIATES US
sum of the parts. We are a company and culture of
trail blazers, not path followers. We are as famous for For our clients, it is about us daring to be different,
our creativity as we are for our boldness; at the heart to be bold and creative in our approach to solving
of everything we do is the desire to drive reappraisal, their growth challenges. Our global and regional
consideration and demand for our clients’ brands reach, when combined with our deep, specialist,
and businesses. multi-disciplinary capabilities creates a powerful and
highly differentiated proposition. In an increasingly
OUR VISION complex and digitally interconnected world, we
seek to cut through and create simple, yet powerful
Our vision is to deliver meaningful change through
impacts for our clients’ brands, to help our clients
creative thinking, being indispensable to our clients,
understand the journey they could be on, what that
in market leading positions with scalable platforms
journey looks like and to partner them through the
and processes.
journey itself.
OUR PURPOSE For our people, it is about being an integral part of
an organisation that is seeking to make a difference.
Our purpose is to become the leading creative
We have always been proud of our environment
solutions partner to our global client base.
and culture which has always valued creativity,
We want to make it easier for our clients to grow by entrepreneurialism and a desire to make a difference
accessing the full breadth of our skills and capabilities to our clients, our colleagues and the world in
to maximise the reach and potential of their brands. which we operate. Our people are the lifeblood of
Our offer builds on our creative heritage but is driven our organisation and creating a positive, inclusive,
by our boldness and our willingness to think – and dynamic and rewarding working life is critical to
be – different. our ongoing success.
This purpose will be driven by three key themes which For our shareholders, it is about our ability to
are covered in this report: deliver and accelerate returns, whether through
growth, or efficiency, or investment or dividends.
• Transformation – a simpler, leaner, more agile
Our transformation programme is already delivering
business.
tangible returns, with more to come, and our new
Aligning with our clients – simplifying how
• operating model and go-to-market strategy will
we face our clients and making it easier for bring us closer to our clients with a simpler, leaner
our global specialisms, our key differentiator, organisation that is more closely aligned to our
to reach the market. clients’ needs.
1995
Launched M&C 2010
Saatchi. Won 2008 Acquired Inside
British Airways and 1997 Sport & Mobile, now
Qantas accounts. Named 1999 2003 2005 Entertainment M&C Saatchi
Opened in Sydney, “Fastest “New Labour, Opened in Expanded Europe footprint: won Agency of Performance.
Singapore, Hong growing start- New Danger” China and Paris and Berlin. Appointed the Year for the Opened in
Kong and New York. up in history”. work. Malaysia. to London 2012 Olympic bid. first time. South Africa.
1996 1998 2000 2004 2006 2007 2009

Launched Won UK Appointed on Launched Sport Opened in Acquired Launched
M&C Saatchi Agency of UK Government & Entertainment. Madrid. Clear. brand design
Sponsorship. the Year. Roster. The Company company Re.
listed on AIM.
8
OUR EVOLUTION
WE ARE A PEOPLE BUSINESS M&C Saatchi has evolved, and is still evolving far beyond
its famous advertising heritage. Our Group now operates
across a globally diverse, regional network, delivering
creative, strategic and data-led services across five global
We are a creative solutions organisation
specialisms. Our global interdisciplinary team blends cutting-
with 2,706 colleagues.
edge data expertise with diverse thinking and exceptional
creativity. Entrepreneurialism is in M&C Saatchi’s DNA. And
We operate out of 23 countries, with every business in its network is driven to make change.
large offices in London, New York, Sydney, We offer global clients solutions and capabilities across the
Singapore, Milan, Berlin and Dubai. following specialisms:
• Advertising – scaled and personalised content
Our Group annual employee to create and fulfil demand.
engagement survey was completed by • Consulting – growth consulting in high margin
76% of employees (an increase from 69% and emerging sectors.
in 2022).
• Issues – communication for defence, diplomacy
and development.
In the UK, our gender split for leadership Passions & PR – connecting brands to customers
•
positions (Senior Leadership Team and through passions, communications and personalities.
Executive Leadership Team combined) Media – connecting brands with digitally connected
•
is 45% female. consumers.
OUR HISTORY
The five largest industries that we work
across are government, retail, financial M&C Saatchi was formed in January 1995 by Jeremy Sinclair,
services (over 15% of our revenue mix), Bill Muirhead, David Kershaw and the brothers, Maurice and
FMCG and media/telecoms (over 10% Charles Saatchi. The Group was started as an advertising
of our revenue mix). agency from a modest office above a London real estate
agent, it set about realising its ambition to change the world.
International since day one, M&C Saatchi grew businesses
In 2023, we won 119 awards globally.
with the best people all over the world. Each business was
an independent entity with its own operating name – run
In 2023, we had 216 new business wins. by entrepreneurial leaders with an ownership stake in
their business.
2019
Record awards year: 2021
Performance and South Launched data consultancy
Africa won “Agency Fluency. Milan named “Agency 2023
2015 of the Year”. Australia of the Decade” at Digital Zillah Byng-Thorne
2013 Launched Human won “Most Innovative Awards. Performance named announced as
2011 Acquired Digital proprietary Company in Australia”. “Agency of the Decade”. Razor Non-Executive Chair
Started M&C Merlin, now data tech. Won Sport & Entertainment named “Best New PR Agency and subsequently
Saatchi World M&C Saatchi Best Agency in won “Sponsorship Globally”. Became Principal Executive Chair of
Services. Talent Group. South Africa. Agency of the Year”. Patron of Saatchi Gallery. the Company.
2012 2014 2016 2018 2020 2022

Opened Acquired Opened Sport & Moray MacLennan Two hostile takeover bids
in New SS+K in in the Entertainment won announced as Chief successfully defended.
Delhi and New York. UAE. Agency of the Year Executive Officer of
Mumbai. for the 6th time. the Company and
new Board appointed.
9
Investment case
M&C Saatchi is on a Our ambition is reinforced by our proven capabilities:
journey driven by our Our heritage – founded on creativity and a

•
willingness to challenge convention.
ambition to accelerate Diversity of thought – we can uniquely meet
•
client business growth our clients’ needs through diversity of thought.
Embracing uncommon thinking and disruptive
through creating beautifully viewpoints across the Group to generate fresh,
simple solutions, for an impactful ideas. Clients work with us because our
offer builds on our creative heritage that is also
increasingly complex world. driven by our boldness, and our willingness to
think, and be, different.
• S
pecialisms – while our roots lie in our advertising
business, which represents 42% of our net revenue,
we have evolved to encompass a broader mix of
skills and capabilities across a global footprint,
with 58% of net revenue and 80% of pre-central
cost profitability generated by other faster growth
and higher margin specialisms.
Agility, flexibility and efficiency – we have made
•
substantial progress towards our transformation
goals of greater agility, flexibility and efficiency.
Our strategy is centred around the following strands:

• Transformation – a simpler, leaner, more
agile business.
• Indispensable – indispensable work for
our clients, easy to work with, broad in
capability, deep local knowledge; we are
an indispensable partner.
Capital allocation – liberating our capital to
•
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We will deliver returns by: Substantial progress towards our transformation:

Growth – our new regional first, global specialism
• • A
gility and flexibility – our goal is to be a
delivery operating model will bring our specialist simpler, leaner, more client aligned organisation
skills closer to the clients who need these that is a best fit for the rapidly evolving global
capabilities the most. marketplace we are active in. We have
implemented a new operating model this year
Profitability – we are transforming our business,
•
and moved to a more integrated agency model.
removing complexity and cost, which will drive
This enables us to have the agility and flexibility
structural improvements to our operating
to respond to our clients.
margin and our flexibility to respond to changing
client needs. Cost savings – another goal of the transformation
•
is to ensure material and structural cost savings
• F
ree cash flow – we are a business capable of
to underpin our expectations around the future
generating material free cash flow and we are
margin progression. We have delivered £3.9m of
removing the barriers that have held this back
fully annualised cost savings in 2023, ahead of
in the past.
our initial target, and remain on track to deliver
Sustainable and progressive dividend policy
• an additional £6.1m of annualised savings by the
– we are a capital light business and expect end of 2024, totalling £10m.
to continue to return cash to shareholders via
Material reduction in put options – ongoing
•
dividends; we do not think share buy backs
cash flow will benefit from the material reduction
would be appropriate at this stage in our cycle.
in outstanding put options, following significant
exercises in 2023.
We will enhance returns by:
Re-investing in long-term growth – where
• Our capital allocation approach:
appropriate, we will seek to re-invest from our
Cash-generative business model – we remain
•
improved cash flow and margin into areas that
focused on cash generation and believe our
offer the clearest long-term and sustainable
business is capable of converting at least 80% of
growth opportunities.
its operating profits into operating cash, although
Active portfolio management – we have already
• each future year will undoubtedly see some
exited a number of loss-making, non-core degree of variability, through the cycle.
businesses and will continue to actively manage
Capital allocation – while aiming to maintain
•
our portfolio to ensure that our capital is best
an optimal capital structure for supporting our
allocated to drive growth and returns.
growth ambitions, we will use this extra cash flow
Selective M&A – our approach to inorganic
• to deliver value for shareholders through:
growth will be different from the past and
– Investment in the business organically or
will focus on where the client needs, or gaps
through targeted M&A.
in our offer, are clearly identified.
– Pursuit of a progressive dividend policy.
Optimising our capital structure – we will
•
further reduce shareholder dilution by
continuing to settle outstanding put option
liabilities in cash and we will operate within
a leverage cap of not more than 1.5x net debt
to EBITDA on a through-the-cycle basis.
11
EXECUTIVE CHAIR’S
STATEMENT
2023 was a year of significant progress for M&C
Saatchi. Our financial results not only reflect both
the challenging market environment our businesses
operate in, but also the considerable progress that
has been made in shaping the Group to best deliver
sustainable growth in the future.
We delivered a materially better financial performance
in the second half of the year following the more
challenging start to the year already flagged. This was
partly led by impressive contributions from Issues and
Passions. The biggest drivers of improvement were
our own proactive actions on costs, accelerating our
structural transformation, and closing or divesting a
number of loss-making businesses which drove
operating margins up from 8.3% in the first half to 16.9%
in the second half.
Although much has already been achieved in
transforming our Group, there is more to do and 2024
will deliver further progress. The market environment
in which we are operating continues to be challenging,
ZILLAH BYNG-THORNE but 2024 will also benefit from the full-year impact
Executive Chair of the actions we have already undertaken and the
planned actions we are yet to deliver. This report will
cover what we have been doing to improve our Group
and lay the foundations for what we all believe will
“2024 will also be an exciting future for the Company and all of its
stakeholders.
benefit from the
OUTLOOK
full-year impact Over the last 12 months, there have been many
changes at M&C Saatchi against a background of
of the actions significant market volatility. The Board has materially
changed, including the appointment of a new Chair
we have already and Chief Executive Officer designate while our
markets have been challenging, particularly in the
undertaken and technology sector. As such, we have taken the decision
to no longer provide long-term targets and will,
the planned instead, provide nearer-term guidance.
2024 has started with renewed energy and focus and
actions we are encouraging first quarter momentum. While our end
markets continue to be affected by macro-economic
yet to deliver.” uncertainty, we expect Headline profit before tax for
2024 to be in line with expectations. We are confident
that the structural changes we are making to our cost
base alongside our new operating model are
increasing our operational leverage potential which
will help support future margin expansion.
12
We have evolved the senior leadership team, More recently, we were delighted to announce the
increasing capabilities and alignment. Zaid Al-Qassab, appointment of Zaid Al-Qassab as our new Chief
as our new Chief Executive Officer, is at the core of this Executive Officer. Zaid will be taking up his role in
process and sets the scene for our delivery over the May 2024, at which point I will step back from my
coming years. interim role as Executive Chair to fulfil the role of
We are well progressed on building a simplified Non-Executive Chair.
operating model which places our regional focus Our search for a new Chief Executive Officer was
and global specialist expertise at the heart of comprehensive and in Zaid we have found a
everything we do. This will ensure we can continue compelling blend of dynamism, passion and proven
to be unashamedly bold, creative, entrepreneurial, leadership qualities. Not only does Zaid bring
and fearless in the work we do with our clients. significant marketing industry experience, he also
Our focus is on growing returns for our shareholders brings a client perspective that will be critical to our
by investing in capabilities and driving the Group customer-led growth journey. Zaid joins us from
forward with renewed purpose. We have a marked Channel 4 where he was Chief Marketing Officer
advantage in being able to operate at scale with the since 2019. Under his leadership, he oversaw the
agility of a start-up, allowing us to move at pace. success of Channel 4’s own inhouse creative agency,
4creative, and digital content and brand
DIVIDEND entertainment agency, 4studio. Prior to Channel 4,
Zaid was Chief Brand & Marketing Officer for BT
In recognition of the earnings growth, and our
confidence in our future, the Board will be Group PLC.
recommending the payment of an increased I look forward to working closely with, and
final dividend of 1.6 pence per share. This is in supporting, Zaid as he takes the Company forward
line with our intention to deliver a sustainable over the coming years.
and growing dividend.
Over the course of the year, a key priority has been to
MY THANKS TO MY COLLEAGUES reshape our Executive Leadership Team. We have
sought to both streamline and rebalance the skills
I would like to take this opportunity to acknowledge, and within our senior management structures. This has
express my appreciation and gratitude, for the effort resulted in a number of internal promotions and
and commitment shown by our employees. We are a external appointments.
people business, and our success ultimately boils down
to the talent that exists throughout our Group and the • Scott Feasey, the Chief Executive Officer of our
willingness of that talent to share our vision for M&C UAE region has been promoted to the Executive
Saatchi. To deliver the strength of results that we have, Leadership Team.
against a difficult backdrop, gives me enormous
• Simon Bergman, the Chief Executive Officer of
confidence and optimism around our future.
the World Services business has been promoted
PROGRESS ON PEOPLE to the Executive Leadership Team.
2023 was a year of significant change from a senior • Damian Symons has been promoted to Chief
management and Board perspective. Executive Officer of the M&C Saatchi Consulting
Group having previously been Chief Executive
Firstly, I would like to take this opportunity to thank Officer of Clear. This reflects our commitment
Moray MacLennan, who stepped down as a director to fostering greater collaboration within this
at the end of September 2023 following his intention to specialism and a recognition of the longer-term
retire as Chief Executive Officer, for his longstanding growth opportunity we see in this market.
contribution and commitment to our Group. Moray
had been with the Company since its founding in 1995 • Marcus Peffers saw his role expanded during
and his leadership since 2021 was instrumental in the year to take on regional leadership of the UK
seeing the business return to a sound footing after a Group enabling the business to quickly move to
particularly challenging period and laying the this new model, while continuing to chair the
groundwork for its subsequent growth. World Services business.
13
• Following both an internal and external search • We are close to announcing the appointment of
for a Chief Operating Officer, we were delighted a new Global Chief Creative Officer, a role that
to promote Mark Dickinson-Keen to the role will sit within the Executive Leadership Team.
of Chief People and Operations Officer. In this As we roll out our new operating model, having
new role, he has responsibility for People, IT, a global role that elevates the standard of our
Facilities, ESG and the delivery of our global creative output will be an important step.
efficiency programme.
As a result of these changes, our new Executive Leadership Team is as below:
EXECUTIVE LEADERSHIP TEAM
ZILLAH BYNG-THORNE
Executive Chair
REGIONS SPECIALISMS CENTRAL TEAM
UK ISSUES PEOPLE & OPERATIONS

Marcus Peffers Simon Bergman Mark Dickinson-Keen
APAC TALENT FINANCE

Justin Graham Richard Thompson Bruce Marson
SOUTH AFRICA MEDIA CREATIVE

Mike Abel James Hilton Vacant
AMERICAS CONSULTING
Lenny Stern Damian Symons
EUROPE PASSIONS & PR

Carlo Noseda Vacant
MIDDLE EAST
Scott Feasey
14
Beyond our Executive Leadership Team: Similarly, I would like to express my thanks to Lisa
Gordon, who also stepped down from her role as
• Jo Bacon has been appointed to lead the newly
Senior Independent Director at the Annual General
formed UK Agency. Jo brings a wealth of
Meeting in June 2023. Lisa has been a steadfast
experience with her and joins us from Ogilvy (part
supporter of the Group, and we wish her well in her
of the WPP Group) where she has been Global
other endeavours.
Client Lead for the last three years. The newly
formed UK Agency has been created through the In January 2024, we welcomed Dame Heather Rabbatts
reorganisation of the previously separate UK to the Board. Dame Heather will serve as our new
creative agency businesses into a single entity to Senior Independent Director. Dame Heather brings
simplify the UK client proposition and enable to the Board her experience across a range of
more collaboration across multiple disciplines. industries, including local government, infrastructure,
• Nadja Bellan-White has been appointed Chief media and sport. Dame Heather has held a number of
Executive Officer of SS+K, our New York-based executive and non-executive roles. She is currently a
agency. Nadja joins us from Vice Media where Non-Executive Director of Associated British Foods plc
she was Chief Marketing Officer. Prior to this, and has previously been a Non-Executive Director at
Nadja held several senior roles at Ogilvy, Publicis both Grosvenor Britain & Ireland and Kier Group plc.
and Digitas. Dame Heather was the first woman appointed to the
board of the Football Association in over 150 years.
• We were delighted to make a number of further Dame Heather will be a great addition to our Board,
senior promotions during the year, including: and I look forward to working with her.
– Promoting Kabeer Chaudhary to Chief Lastly, we welcomed Chris Sweetland to the Board as
Executive Officer of our Performance Media a non-independent Non-Executive Director. Chris sits
business, having previously led the APAC region on the Board as the nominated representative of
for Performance Media since 2021. Kabeer has AdvancedAdvT Limited and Vinodka Murria, who hold in
been with M&C Saatchi Performance since aggregate 22.2% of the Company’s issued share capital.
2015 and has served in the role of managing Chris brings substantial experience as he was previously
director of APAC for the past two years. Deputy Group Finance Director of WPP Group plc and
– Promoting Rhonda Hiatt to Chief Executive has been an excellent addition to our Board.
Officer of Clear, our consultancy business, Please refer to pages 64 and 65 for details of
to accelerate growth ambitions across key the Board’s engagement with its stakeholders
markets. Rhonda has been a group board level (section 172 statement).
leader within Clear for close to 10 years and
enjoys 20+ years in the consulting industry. Sustainability: Planet and People Initiatives
– Promoting Laura Coller to be Chief Executive The changes we are making to how we work have
Officer of Sport & Entertainment (UK) having enabled us to continue to make good progress in
served as a Board Director for the past seven relation to our ESG priorities. Please refer to pages 66
years and as a Managing Director in the to 80 for more details of our 11 commitments and
business since 2022. the sustainability and people initiatives we are
implementing.
Alongside the ongoing evolution of our senior
management structures, we have also seen a few THE SHAPE OF OUR YEAR
changes to our Board.
Market Backdrop
Firstly, I would like to thank my predecessor as Chair,
Gareth Davis, who retired from the Board at the Annual 2023 was a challenging year across our industry,
General Meeting in June 2023. Gareth steered and led particularly in the first half. However, as we indicated
the Board through periods of growth and challenges for at the interims, we had already accelerated our global
the Group, not least the two unsuccessful bids for the efficiency programme and were taking action on the
Company in 2022. Gareth was also instrumental in loss-making non-core businesses within our portfolio.
strengthening the Board, and we owe him a debt of As a result, we were able to arrest the decline and
gratitude for all he achieved. significantly improve profitability in the second half.
15
The early signs we noted at the half year, that pressure We settled approximately half our put option liabilities
was easing on client marketing budgets pointing to for £15.4m in cash, leaving a reduced liability of
an improving market backdrop, are being realised. £14.4m with £9.9m of this potentially payable in 2024,
Nevertheless, looking at the year overall, the more reducing the minority interest to well below 10% of
cyclically exposed parts of our businesses felt pressure Headline profits. We would expect to settle the balance
throughout the year. As a result of this, Advertising, over the course of the next five years.
Media and Consulting were the most heavily affected
(particularly where they were exposed to large This settlement of £15.4m of put options had an impact
technology clients), while Issues and Passions, which on net cash, which stood at £8.3m at the year-end,
are less exposed to the broader marketing spend compared with £30m in 2022. In addition, working
cycle, continued to deliver strong growth and healthy capital absorption of £14.5m was driven by £8m
margins, underpinning the benefit of our diversified reduction in bonus accruals, a £3m reduction in
business model. minority interest profit share liabilities and £3m
relating to changing revenue mix.
Group Financial Results
We expect to see some working capital normalisation
Within the context of challenging market conditions, through the course of 2024, and our net cash position at
net revenue declined by 7% to £252.8m (4% at constant the end of the first quarter showed an improvement
FX) in line with the first half performance. However, compared with December. Reducing put option
on a like-for-like basis, excluding the impact of the liabilities remains one of our key priorities for the
non-core businesses we exited in the second half, Company which will simplify our capital structure.
net revenue declined 2%. In the context of our capital light and cash-generative
The impact of the self-help actions we have business model, this means that we expect to
undertaken through the year are evident in operating strengthen free operating cash flow delivery in the
profit which improved markedly in the second half, future and accelerate future returns to our shareholders.
rising 30% versus 2022, following the first half decline Specialisms
of 45%. The full-year Headline operating profit was
£32.4m, down 8%. The resilience that our diversified portfolio lends
the Group, is evident in this year’s performance.
While full-year operating margin was 12.8%, down
30 basis points on 2022, it rose significantly from Advertising
8.3% in the first half. On a like-for-like basis, excluding
the loss-making business we have now discontinued • Represented 42% of the Group net revenue,
in both 2022 and 2023, operating margin improved down from 46% in 2022.
year-on-year by 20 basis points to 14.2%. • 2023 was a challenging year, encompassing
In 2023 we delivered £3.9m of annualised cost savings, a broad range of outcomes across the
ahead of our initial target, as we continue to simplify geographical breadth of this business, with the
our structure. We remain committed to our target of US and the UAE outperforming Asia and Europe.
delivering £10.0m of fully annualised cost savings in • Advertising was most affected by business
2024. This provides a strong basis for future operating exits and excluding these, like-for-like (LFL)
margin progression. (The review of our global net revenue declined 8% (a 12% decline in the
efficiency programme and our active portfolio first half and a 5% decline in the second half).
management is covered in more detail in the Net revenue overall declined 15% in the full-year
following pages.) ahead of the 16% decline at the half year.
Headline profit before tax was £28.7m, a decline • Market sentiment has shown signs of
of 10% from 2022. On a like-for-like basis, however, improvement, but we remain cautious on the
the decline was limited to 1%.
outlook. Our self-help measures, including
Headline earnings per share improved to 15.2p strengthened leadership and internal
from 14.8p in 2022, as the share of Headline profits improvements from operating as integrated,
represented by minority interests declined sharply simpler agencies, will be the key drivers of
from 25% to 13% as a result of our settlement of put performance in 2024.
option liabilities through the course of the year.
16
Issues Media
• Represented 20% of Group net revenue, up from • Represented 10% of Group net revenue, down
15% in 2022. from 13% in 2022.
• Characterised by a global client base of both • This was the most challenged specialism in 2023
commercial and non-commercial entities and with a 23% decline in net revenue; 21% decline LFL
multi-year engagements, which is less cyclical notwithstanding a number of good client wins.
and has been a strong contributor to the Group The decline was 30% in the first half and 12%
over the last two years. decline in the second half.
• Delivered 21% net revenue growth; 22% LFL. • Most materially impacted by the macro factors at
• The outlook for 2024 remains positive. the start of 2023, including the reduction in spend
from technology clients in the first half, coupled
Passions with changes relating to privacy regulations.
• Represented 14% of Group net revenue, up from • We have addressed costs in this business during
12% in 2022. In FY23, PR’s results are included in the year and have strengthened leadership to
Advertising, but will be included in Passions & PR enable a focus on strategic growth.
from 2024 reflecting the consolidation taking
• While we remain cautious about the structural
place.
headwinds the paid media market faces in
• This specialism encompasses our award-winning the short term, the outlook for 2024 is more
Sport & Entertainment and Talent businesses. promising. We have seen a stronger start to
It is also characterised by multi-year client the year compared to 2023.
engagements and benefits from the growing
desire of brands to partner and engage through
consumer events and non-traditional channels. NET REVENUE BY SPECIALISM
• Passions delivered 8% net revenue growth; 10% LFL.
• The outlook for 2024 remains positive, and 50%
we expect to invest further in this business to
40%
drive growth.
30%
Consulting
20%
• Represented 14% of Group net revenue, in line
10%
with 2022.
0%
• Broader market challenges in the consultancy Advertising Issues Passions Consulting Media
sector were evident and net revenue declined 2022 2023
by 9%; 6% LFL.
• We acted on costs within this specialism and
re-aligned our business structures and New Revolving Credit Facility
leadership. In addition, we have simplified our
proposition, launching M&C Saatchi Consulting, We have recently renegotiated our banking facilities.
in order to make it simpler for our clients to We have welcomed a new banking partner, HSBC,
access our services. into our lending group alongside Barclays and
NatWest. Our new arrangements comprise a core
• 2024 has started on a firmer footing than 2023,
facility of £50m alongside a new and additional
but we remain cautious about market conditions.
accordion facility of £50m. Our covenant terms are
improved over our previous facility arrangements.
This is covered more fully in the Financial Review.
17
Dividend Procurement. Seeking greater efficiency around

•
our use of service suppliers and internal cost
In recognition of the earnings performance during the
centres such as travel.
year, the Board will be recommending the payment
of an increased final dividend of 1.6 pence per share. Looking forward to 2024, we see further material
It is our intention that shareholders should benefit gains to be made from:
from a sustainable and growing dividend. Subject to • Optimising and rationalising our Group support
shareholder approval at the Annual General Meeting, functions including, Finance, IT and HR to create
to be held on 16 May 2024, the dividend will be paid shared service centres to support the Group on
on 24 June 2024 to shareholders on the register as a global basis.
at 10 May 2024. The shares will go ex-dividend on
• Further gains from our property portfolio with
9 May 2024.
more efficient use of our UK property.
PROGRESS ON TRANSFORMATION • Rationalising our IT service provision through
group-wide deployments.
The transformation of our business is multi-phased.
• Focus on creation of centres of excellence for our
The initial phase has focused on securing short-term
middle office functions and common capabilities,
efficiency and cost savings and reviewing the loss-
specifically production, data and analytics and
making businesses within our Group. This is now well social media.
underway, and we have made very tangible progress.
In the next stage, we will focus on shaping our business Costs of the global efficiency programme
for the future and what that means for the structure In 2023, we incurred £3.3m of exceptional costs
of our Group. I discuss this is in more detail in the relating to our global efficiency programme, of
following section. which £1.1m was cash and £2.2m represented
The purpose of the initial phase was three-fold: property impairment charges.
• To deliver a structural and long-term For 2024, we expect a higher level of costs to be
improvement to our Group operating margins. incurred but we still expect the total cost of this
programme, both cash and accounting costs,
• To simplify our Group structure and ensure that
to be in line with our previous guidance of 0.5x
all the businesses within the Group are wholly
to 1.0x the level of cost savings delivered.
aligned with our new operating model and
go-to-market strategy. Portfolio Rationalisation
• To free up the capital required to support Above and beyond the operational cost savings we
these businesses and allow this capital to are making, we have also been actively reviewing
be re-invested where longer-term growth our portfolio, in particular a number of non-core or
opportunities are more attractive. loss-making businesses. Significant progress has been
made, and we have exited from businesses that, in
At our interim results, we announced that we would
aggregate, represented c.£9m of revenue and c.£3m
be accelerating and refocusing our global efficiency
of operating losses in 2023, including:
programme. We have made good progress exceeding
our 2023 target with £3.9m of fully annualised cost Sweden. We reduced our interest from 70% to 30%,
•
savings delivered by the year-end. We remain on with the management team acquiring our interest.
course to deliver an additional £6.6m of annualised Asia. We have closed, wound down, or exited
•
savings by the end of 2024 totalling £10m. through local management buy-outs, a number
Where we focused our efforts in 2023: of our smaller offices across this region, including
in China, Hong Kong, Indonesia and Singapore.
People. Focus primarily on our Group head office
• We have also consolidated our regional structure
and a range of functions where roles are no into a unified regional headquarters for APAC.
longer necessary or likely to be duplicated. UK. We have exited several of our smaller,
•
Property. Rationalising and optimising our
• non-core businesses and have merged our
UK, Australian and US property portfolios. agencies into an integrated new UK Agency.
18
For a number of the businesses that have been shareholders including capital growth, a progressive
disposed of, we have entered into future relationship dividend, and a robust, optimal balance sheet.
agreements that enable these businesses to continue to
use the M&C Saatchi brand. In return for the use of our IN CONCLUSION
brand rights, and to remain connected to our global
This has been a critical year for M&C Saatchi. We have
network, these businesses will pay an ongoing licence
made significant progress in addressing the challenges
fee to the Group. This allows us to continue to share in
our markets have posed, partially mitigating the
their success as independent businesses, albeit not
impact of the macro headwinds. We have begun the
solely at the equity level, and transforms them into a
transformation, achieving key steps towards greater
profit centre for the Group rather than a cost centre.
efficiency and our new operating and strategic model
In the first quarter of 2024, the Group divested of its that will align us more closely with our clients.
shareholdings in its three French associate investments
There is much more to achieve in 2024 and our focus
for a consideration of €1m. More recently on 9 April
remains on delivering the sustainable, longer-term
2024, the Group announced the divestment of its
growth and shareholder returns of which we know the
shares in the M&C Saatchi South Africa Group for
Group is capable.
£5.6m. Once completed, these transactions mean
that we will have materially completed the
ZILLAH BYNG-THORNE
simplification of our business portfolio.
Executive Chair
11 April 2024
CAPITAL ALLOCATION
M&C Saatchi is a business that is capable, over
the medium-term, of converting at least 80% of its
operating profits into cash, although each future
year will undoubtedly see some degree of variability
through the cycle. Putting aside the one-off impacts
on cash generation in 2023, our streamlined portfolio “Our strategy to evolve
of businesses, our new operating model and go-to-
market strategy give us a high degree of confidence and grow M&C Saatchi
in the potential for sustainable and growing free
cash generation. will require investment.
Our strategy to evolve and grow M&C Saatchi will Aligned to our regional
require investment. Aligned to our regional first, global
delivery-led approach, we would seek to re-invest first, global delivery-led
to drive long-term growth and to add capability,
capacity and scale in the parts of the Group that will approach, we would seek
generate the greatest return. We will remain open to
opportunities to accelerate that through selective M&A.
to re-invest to drive long-
We expect that the majority of acquisitions would be term growth and to add
bolt-on in nature and address gaps in our client-facing
capabilities and regional coverage. capability, capacity and
Our confidence in the Group’s ability to generate scale in the parts of the
sustainable and growing free cash underpins our view
on our capital allocation. We are comfortable operating Group that will generate
with a net debt to EBITDA ratio not exceeding 1.5x,
although we would allow for a temporary spike in the greatest return.”
the case of a material acquisition.
By simplifying our Group, good execution, re-investing
in growth, and selective bolt-on acquisitions, we believe
we can deliver a compelling proposition of returns to
19
HOW WE ARE SHAPING THE

BUSINESS FOR THE FUTURE
BUILDING ON OUR CREATIVE HERITAGE THE CHANGING LANDSCAPE WE FACE
Creativity is a word that has often been associated The internal transformation we are embarked upon is
with M&C Saatchi, and with good reason. Our position meaningless without first understanding the market
in the market has been hard won over the years context we face. M&C Saatchi has built its reputation
through a dedication to creativity to empower our on being a pathfinder in the industry, daring to be
clients by cutting through a crowded and competitive different and ensuring we are best able to meet clients’
brand landscape. M&C Saatchi has always been a changing needs. Our markets and our customers are
business that has dared to be different. not, and have not, been standing still. Whether we look
at our markets through the lens of technology, or
However, creativity must have a purpose and be
economics, we see profound and rapid change.
accompanied, supported and enhanced by other skills
Against such a backdrop, M&C Saatchi has an
and specialisms that fit the broader, and evolving,
opportunity to set out a new model for its future
needs of our clients. M&C Saatchi exemplifies exactly
evolution, enabling us to do the best work with the
that exciting breadth of skills and passions.
best people, focused on our client growth.
The challenge is not whether we have the capability,
As we look at the market we operate in, we see clear
it is how best to align these capabilities with our
opportunities to evolve and transform:
customers. This is about removing the internal barriers
to growth that our historic approach had put in place Our clients face complexity every day. A brand
•
to reflect the changing needs of our clients. no longer exists within a single medium and
a customer no longer interacts with a brand
In the past, M&C Saatchi had based its strategy
through a single point of contact. Our clients
around backing entrepreneurial founders, bringing
must drive growth by navigating a bewilderingly
their talent and dynamism into a broader group
complex and changing marketing ecosystem
platform from which they could grow their individual
where physical and digital brand assets and
businesses. The benefit of this approach can be seen
consumer touchpoints are interchangeable,
in the quality of our people, the breadth of our five
or even indistinguishable from one another.
specialisms and our geographical reach. This is a
very strong place from which to start. However, this What does that mean for us: Simplify. We will
–
approach also created a group of considerable help our clients to solve their problems, not
complexity, with internal structures that did not lend create new ones. Our agency approach must
themselves to collaboration, nor supportive of a truly be to align our global and regional skills and
cohesive client-facing and group strategy. Through capabilities with the needs our clients actually
the course of 2023, our Executive Leadership Team have. The answer to any client question
has brought together a new operating model and almost certainly sits somewhere within our
a strategic vision that places us at the heart of where organisation. We need a structure that allows
our clients need us to be. the two to meet as easily and quickly as
possible.
Media is converging. As the boundaries between,
•
and the roles of, traditional media formats break
down, this poses a threat to the single discipline
agency specialist, who increasingly see their
narrow, but deep, field of vision contract. Dealing
with a myriad of narrow specialists only adds to
the complexity and the costs faced by our clients.
What does that mean for us: Integrate. We
–
must make the full breadth of our specialist
capabilities easily accessible by our clients.
We need to face our clients as an integrated
agency partner, not as a collection of loosely
connected domain specific experts.
20
Commoditisation of creative. In the golden age

•
of TV, a great campaign cut through the noise WHO WE ARE
and the creative was king. This is no longer the
case. As media formats converge, driven by Fluency is an award-winning global data
technology and social change, creative agencies consultancy that helps brands make smarter
run the risk of commoditising their own creative business decisions by connecting deeper
lifeblood to keep up with competitors and insight to smarter actions. Building on
technology in a race to the creative bottom. the Group’s intellectual capital in brand,
marketing and design, Fluency specialises
What does this mean for us: Differentiate.
– in creative solutions fuelled by high quality
We will redefine what creativity means to us analytics, diverse data, and innovative
as an organisation and to our clients. We are technology. Fluency’s team of specialists
an organisation that has always prided itself operate out of hubs in New York and London,
on being different; bold and fearless in our servicing clients from Amazon, Nike and
approach. We need to broaden our definition Diageo, to the UK Government and UN.
of what creativity is and use that as our
lightning rod. This will allow us to stand apart WHAT WE DO
from a commoditising world. Fluency approaches the market through four
Client budget pressure is not going away. Client
• common client challenge and problem areas,
marketing budgets are not growing as fast as opening a wider front door which is easily
the media complexity into which they are being scalable to support Fluency’s growth and
deployed. Increasingly, larger brands are looking expansion.
to inhouse the old school agency retainer and These are:
parcel out specific projects.
• Systems (setting clients up for success).
What does this mean for us: Proximity. We will
–
have a structure that places us closer to our • Audiences (targeting growth
potential clients. We need to be able to opportunities).
identify those clients for whom we can make • Experiences (enhancing touchpoint
a difference and grow with them. We need relevance and resonance).
to be comfortable with not being a global
partner but with bringing our global skills • Effectiveness (measurement and
to bear on the client problem that needs to optimisation).
be solved. Fluency’s reason to buy:
Our Fluency data consultancy is an excellent example We help decision-makers deliver stronger
of a centre of excellence in action. We highlight in this outcomes, by connecting deeper insight
case study who Fluency is, what it does and how it will to smarter actions.
be able to support our growth strategy.
Fluency’s right to win:
Fluency’s specialists unlock true commercial
advantage at speed and scale by blending
diverse datasets with cutting-edge technology.
Awards:
Gold winner of industry’s prestigious Campaign’s
Agency of the Year for best start-up, reflecting
client base, talent pool, culture, and market offer.
Clients:
Amazon, Nike, the UK Government and Diageo.
21
HOW WE CAN MAKE

IT EASIER TO GROW
The sheer complexity of our While we have a culture that focuses on helping our
clients grow, the reality was that our structure and
organisation across its incentives meant that, at times, it had been hard for
clients to work with us. Over the last few months, we
geographical footprint and the have set about implementing a new operating model
lack of historic integration did and reward framework that overcomes these hurdles,
making it easier for all of us to harness the full
not always work in our favour. capability within M&C Saatchi to do our best work for
We had a group of scale and our clients. The focus of our Executive Leadership Team
has been to identify how best to re-orient ourselves to
reach but lacked the ability to address these challenges.
take full advantage of the client Regional First
opportunities in front of us. We solve the problem of client complexity and
proximity by going towards, and becoming closer to,
Our internal structures, both our clients and presenting a clear and integrated
operational and financial, solution to them. Our existing regional presence
already places us close to our clients but rather than
created barriers to the presenting a narrow, regional set of solutions to them,
we will open up the full range of capabilities that exist
collaboration necessary to within our global specialisms.
win in the markets we now We also need to recognise the client opportunities that
find ourselves operating in. this model is ideally suited for. These are the regional
champions that need the full suite of our capabilities
but have yet to go fully global themselves; these are
the businesses that we can grow with over the long
term and deliver a meaningful impact to. We recognise
that we have a core competency in helping the
businesses that are ambitious, and that are at
an inflection point facing competitive or market
challenges that we can deliver solutions to.
Global Specialism Delivery
A regional first focus does not imply no global client
mandates. Our specialisms already work with a wide
array of global clients on a global basis, and we do not
see this changing. Instead, a regional first focus means
that our global specialist teams will be exposed to a
broader array of clients. We want our global specialisms
to be busier. We see this as the fastest route to bring our
unique suite of skills closer to more of our clients. Please
refer to the case study on M&C Saatchi Consulting on
page 44 for an example of this in practice.
22
Supported by Global Shared Services and an

Integrated Agency Model
Critical to the success of this regional first, global
specialism delivery model is a group and agency
structure that will enable delivery on this basis and
remove internal barriers.
Global shared services. This is about efficiency
•
and the speeding up of client delivery. By creating
global service centres that deliver Group-wide
support and back-office functions, we can
streamline and increase the agility of our client-
facing regional hubs. Not only will this enhance
our margins by removing duplicated functions
“Over the last few months,
and reducing procurement costs, but it will we have set about
also decrease complexity and increase our
institutional flexibility and speed of response. implementing a new
• Integrated agency model. We reduce the
complexity of our client offer by reducing the
operating model and
number of distinct, and often disconnected, faces reward framework that
we present to them. For clients with bottomless
marketing budgets and infinite time resources, overcomes these hurdles,
dealing with a myriad of narrow experts may be
satisfactory, but the reality is that these clients are making it easier for all
either very rare or simply do not exist. Our clients
need to see us as a partner that can deploy the
of us to harness the full
requisite skills at the right time to solve the issues capability within M&C
they face.
Our Australian businesses have already integrated
Saatchi to do our best
their agencies into a single, go-to-market proposition. work for our clients.”
We have created a new integrated agency in the UK,
and we will see further integration as the year
progresses. This is about recognising that the template
for success already exists within the Group and
ensuring that we make this our uniform approach.
The simplification of our Group structure, coupled with
the simplification of our balance sheet will liberate the
capital, both fixed and working, that will be needed
to deliver this new operating model across the Group.
In the pages that follow, we will showcase not only the
strength of the regional first model but the depth and
reach of our global specialisms.
23
GLOBAL EFFICIENCY
PROGRAMME
Context
While conceived in 2022, our global efficiency programme was initiated in earnest in 2023. The first stage was
a detailed analysis of all back-office (HR, IT and Finance) activities and roles alongside defining the future target
operating models for these functions. The scope of the programme was expanded to include a broader focus on
efficiency across the front, middle as well as the original back-office scope.
As we enter 2024, the programme now comprises 11 workstreams which cover establishing specialist hubs for our
IT, HR and Finance operating models, procurement, redefining our property footprint, globalising our production,
data and media capabilities, standardising and scaling our go-to-market, and our brand licensing approach.
Overview of workstreams and their objectives
Workstream Objective
GTM approach Delivering a consistent framework and approach to client solutions.
Brand licensing Standardising the approach to brand licensing in non-core geographies.
Data middle office Enabling data access, analysis, and education for the global business.
Production middle office Creating integrated global production capabilities.
Global media offer Building scale through integrating our media capabilities.
Establishing specialist hubs Operationalising global strategic hubs, across Cape Town, Delhi and
Bangalore.
HR target operating model Reorganising the people team, streamlining operational and
commercially supporting activities.
IT target operating model Redefining the support and systems architecture into a consistent global
platform and offshore service delivery model.
Finance target operating model Consolidating across transactional and commercial finance support.
Procurement Delivering material savings from transforming global Group purchasing.
Property and facilities Driving a consistent and consolidated global property footprint.
24
Progress in 2023 and Programme Delivery in 2024 Brand Licensing

In 2023, we took the initial steps to reorganise our As we have disposed of non-core businesses the
back-office functions, rightsizing the central, global Company has entered into licence agreements with
functional teams and conducting the detailed planning these businesses to enable them to retain the M&C
for the entity-by-entity impact of the new operating Saatchi brand for continuity and competitive
model. In addition, we consolidated and renegotiated advantage. This has created a new revenue stream
employee-related non-staff costs to drive efficiencies for the Group and retained the global partnerships
from scale purchasing. and network which is critical for new business
development and conversion.
Aligned to the Company’s ESG commitments, travel,
especially air-travel was limited, delivering initial Go-to-market
benefits in 2023, with further reductions expected
With the revised globally integrated, regionally
in 2024.
executed strategy, we are reviewing and codifying our
In 2024, in the back-office, we will be moving from our global products and services to make collaboration
historic agency-led back-office model to a process- simpler for our teams and our clients as well as create
led offshore model enabling efficiencies from process consistency in what we as M&C Saatchi deliver and
consistency and automation. In parallel, the programme stand for in the market.
will elevate the remaining embedded teams to provide
Establishing Specialist Hubs for Back and Middle
business partnership and commercial advisory services.
Offices
This transition will be phased over 12 months with the
first phase completed at the end of June 2024. By the end of 2024, the Company will operate three
specialist hubs leading process-led shared service
Procurement excellence is also a key focus for the
centres for our middle and back-office functions.
programme in 2024, through leveraging regional
These include: 61 people in Cape Town across Finance,
consolidation as well as the global scale and footprint
IT and HR (with a view to add production in the last
of the Group to deliver technology-related
quarter of 2024), 55 people in Delhi across IT, HR and
consolidation and simplification. This begins the
media operations and 62 people in Bangalore across
roll-out of a single system architecture, toolset and
media data, strategy and production. These roles have
hardware estate. The first phase will be completed
been offshored from across the UK, Europe, the US,
by September 2024.
the UAE and Australia.
The global property portfolio has also been a key
focus which began in the final quarter of 2023 and is
expected to be completed in the second quarter of
2024. This includes a further reduction in our property
footprint in London, with active marketing and
imminent subletting of floor space expected to deliver
material savings from the final quarter of 2024. We are
also actively consolidating our footprint in Australia
across our Sydney and Melbourne offices, and we
recently opened a new, consolidated and more
collaborative office in New York.
25
SHOWCASING OUR
BREADTH AND DEPTH
In this section we highlight each of our key regions and relevant. Our Advertising, Issues and Passions
the global specialisms that we deploy to help our & PR specialisms would sit within this grouping.
clients in their own growth journey. This illustrates the The distinctions between the three are more
breadth and the depth across our organisation, while about specificity of the client community served
also aligning with how we report our performance to (Issues) or the end media targeted (Passions
our stakeholders. However, it is also important for our & PR).
stakeholders to understand that although we break our
Media execution. Our Media specialism makes
•
business down into the five distinct specialisms, the
real the tangible connection between our clients’
reality is that our specialisms are more connected than
brands and the end consumer. We create,
our reporting structure might imply.
measure, and enact the digital media strategies
When we look across our specialisms, we can see three that deliver client messages to the right consumer.
broad groupings underpinning them. These groupings
Data consulting. Our Consulting specialism
•
can best be thought of in terms of the skills employed
represents our ability to help our clients
and the outcomes delivered to our clients.
understand the challenges or market opportunity
• Creative advisors. This captures our businesses they face. Centred around analytical insights into
that take our clients’ brands on a journey. Our consumer and market data, our consultants
experts create, plan, structure and advise on this declutter and make sense of how our client
brand journey through whichever media is brands resonate and perform.
Our business Model

Regional first
As part of the work on our new operating model, we have evolved into a regional first model. This model allows us
to be both closer, and more responsive to our clients. We will be better able to align our global specialist capabilities
to these client needs more quickly than we have in the past. Our core regional markets are:
MIDDLE EAST
UK EUROPE APAC AMERICAS
AND AFRICA
• HQ: London • HQ: Milan • HQ: Cape Town • HQ: Sydney • HQ: New York
and Dubai
• Presence in: • Presence in: • Presence in: • Presence in:
– England – France • Presence in: – Australia – Brazil
– Germany – South Africa – New Zealand – Mexico
– Italy – United Arab – Singapore – the US
– Netherlands Emirates – Malaysia
– Spain – Lebanon – China
– Sweden – Pakistan – India
– Switzerland
See page 28 See page 30 See page 34 See page 36

for case study. for case study. for case study. for case study.
26
Our unique model means that not only are we able to operate at scale in the major regions, but we can also bring
our global specialisms much closer to these regional clients. These core global specialisms are:
ADVERTISING PASSIONS & PR1 CONSULTING MEDIA ISSUES
• Operates in: • Includes: • Includes: • Includes: • Includes:

– UK – Talent – Clear – Performance – World Services
– Europe – Sport & – Fluency – Bohemia
– South Africa Entertainment – MCD – Connect
– UAE – Consumer PR – Re
– APAC – One-to-One
– Americas – The Source
See page 38 See page 42 See page 44 See page 46 See page 40
for case study. for case study. for case study. for case study. for case study.
We provide a full range of services from our operations across the globe:
ADVERTISING PASSIONS & PR ISSUES CONSULTING MEDIA
UK ✓ ✓ ✓ ✓ ✓
Europe ✓ ✓ ✓ ✓
Middle East
and Africa ✓ ✓ ✓ ✓
APAC ✓ ✓ ✓ ✓ ✓
Americas ✓ ✓ ✓ ✓ ✓
1 In 2023 and prior years, PR was included within the Advertising specialism. It was moved to Passions & PR in 2024.
Therefore, the PR numbers are included within the Advertising specialism in this Annual Report and Accounts.
27
Most people sent a bowel cancer screening test intend to do it. Yet over 1.5 million tests a year do not get done. The cause?
Pure human nature. To be blunt, any procedure involving your poo is a bit off-putting. To overcome this inertia, we needed an
idea that was distinctive, memorable, and as celebratory as possible – reminding people that their next trip to the loo could
literally save their life. This led us to combine three improbable things: rhythmic gymnastics, loo roll and Sammy Davis Jr.
Of course! Thanks to the uplifting lyrics “I want to live, not merely survive”, the important, potentially life-saving message is
delivered in a distinctive and celebratory way, a far cry from standard po-faced health comms.
28
UK 2023 NET REVENUE: £102.3M
WHO WE ARE CLIENTS

In 2023, we restructured our UK business, to drive better Within the UK, we work with a range of clients, from
integration amongst our industry leading specialisms. government departments to leading tech businesses.
Embracing our founding principle of Brutal Simplicity Clients include Lego, Barclays, adidas, UEFA, Amazon,
of Thought, M&C Saatchi UK Group is now formed of: Department for Education, Costa Coffee, NHS, Absolut,
Tesco, Bill & Melinda Gates Foundation and NATO.
• The new UK Agency, comprising of the London
Advertising, Destination Marketing and Global
& Social Issues businesses. PEOPLE
• Passions, PR and Talent businesses, Sport & Central and Group 296
Entertainment, consumer PR agency Talk and
UK Agency 101
The Talent Group, including M&C Saatchi Merlin
and M&C Saatchi Social. Passions & PR and Talent 182
Consulting 63
• Our UK and global media agency, Performance.
Performance 47
• The recently launched M&C Saatchi Consulting,
which brings the Clear, Re, MCD Partners, One-to- Central and Group 81
One, The Source and Fluency agencies under one Total 770
umbrella offer, to deliver growth at the intersection
of brand, experience and innovation for our clients.
WHAT MAKES US PROUD
WHAT WE DO
Our Awards:
Our capabilities stretch across the entire breadth and
depth of the digital landscape and customer journey. • Fluency, Campaign Agency of the Year Awards,
A multi-discipline, end-to-end marketing-communications Start-up of the Year.
offering, from demand creation using data analytics, • M&C Saatchi Talk, PR Week Global, Best Global
brand strategy, experience and innovation, through to Content.
multi-channel creative communications – advertising, • Re, D&AD Awards, Branding – Digital.
sponsorship, brand reputation, personalisation, brand
• M&C Saatchi Fabric, Muse Creative Awards, Best
experience, talent management and influencer, through
New Agency of the Year.
to performance media.
• M&C Saatchi London, Data & Marketing
OUR BRANDS Association Awards, Customer Acquisition.
• Sport & Entertainment PR News, Agency Elite Top
• UK Agency
100 list.
– London Advertising
• Sport & Entertainment, Sport Industry Awards,
– Destination Marketing
Agency of the Year 2023.
– Global & Social Issues
• Passions, PR and Talent
– Sport & Entertainment
– Talk
– The Talent Group (M&C Saatchi Merlin
and M&C Saatchi Social)
• M&C Saatchi Consulting
– Clear
– Re
– MCD Partners
– One-to-One
– The Source
– Fluency
• Performance
29
Our partnership with De’Longhi is back on the global stage with a new campaign that sees brand ambassador Brad Pitt
take to Europe in pursuit of coffee perfection from bean to cup. The 2023 global campaign aims to exceed these results
and ultimately confirm De’Longhi’s predominant role in the coffee world. The new story therefore transports the target
audience to a European setting, bringing people closer to the brand’s core identity and promise of authenticity. The pursuit
of perfection in the creation of an excellent cup of coffee, the exploration of the many varieties of fresh beans, and the
human connections that originate from this dedication: these are the elements of the new storytelling that leads our
brand ambassador to enjoy a perfectly executed cup of coffee with De’Longhi machines, culminating in the now-iconic
slogan – “Perfetto”.
30 30
EUROPE 2023 NET REVENUE: £14.4M
WHO WE ARE CLIENTS

In 2023, M&C Saatchi Europe established itself as a We have a diverse range of clients which include
Creative Solutions Company and marked a triumphant Carrera, Eni, De’Longhi, Ferrero, Geox, Heineken,
year of transformation towards greater integration, Lidl, Nexi, Peloton, Polaroid, Porsche, Wasa.
amplifying our specialised services across the continent.
Notable victories included securing partnerships with WHERE WE WORK
industry leaders like fin-tech giant Nexi, BMW for the
launch of the cutting-edge BMW iX2, and spearheading
brand repositioning efforts for construction firm Sweden
Rockwool. In addition, our pan-regional endeavours
for hearing healthcare brand Amplifon underscored
our commitment to delivering impactful solutions
across borders. As we continue to scale and refine our Netherlands
offerings, the year ahead promises further growth and Germany
innovation as M&C Saatchi Europe solidifies its position

Switzerland
as a powerhouse in the realm of creative excellence France
and strategic prowess. Italy
Milan (HQ)
WHAT WE DO Spain
Global & Advertising and Content: Growth

Social Issues: The application of marketing Marketing:
Driving critical science and creativity to Connecting
global and solve complex problems. brands with
social changes. today’s WHAT MAKES US PROUD
Protecting connected
the planet, customers.
transforming We are very proud of our redesigned M&C Saatchi
lives for the Labs products:
better.
• Our infamous AB Test (solution to decision-
A creative making).
Solutions • Unusual Suspects (solution to personal
Passion
Marketing:
company Consulting:
innovation).
Connecting Transformative • Story-Label (key to interactive packaging).
brands direct digital
to customers experience,
• Pandora’s Box (ESG and more).
through their design and • The Game of Archetypes (dynamic storytelling).
passions. innovation.
To answer the most diverse

questions of any business.
Diversified expertise provided and
certified by world-class specialties.
31
MIDDLE EAST AND AFRICA

SOUTH AFRICA 2023 NET REVENUE: £16.1M
WHO WE ARE CLIENTS

Since its inception in 2010 with just 13 staff, M&C Our clients in Africa include Standard Bank, Heineken
Saatchi South Africa has undergone a remarkable Group, Nedbank, Astron Energy and Takealot Group.
transformation. Today, the group encompasses a
dynamic array of agencies including M&C Saatchi Abel, PEOPLE
Connect & Africa, Razor, Levergy, Dalmatian and Black
& White. What began as a small team has burgeoned Advertising 303
into a formidable force, boasting nearly 370 talented
Passions & PR 44
professionals. M&C Saatchi South Africa takes pride in
its partnerships with both local and international brands, Media 21
serving as the creative engine behind some of the most Total 368
beloved and recognised names in the industry. With a
commitment to innovation, creativity and excellence,
M&C Saatchi South Africa continues to elevate the WHAT MAKES US PROUD
standards of marketing and communications across
the region. In 2023, we launched our Employee Value
Proposition (EVP) #weboldlygo to all employees.
WHAT WE DO The EVP contained 10 people commitments which
the company made to ensure we attract and retain
At M&C Saatchi South Africa, we specialise in a
“an unfair share of the world’s best talent”.
comprehensive range of advertising and marketing
communications services. From crafting compelling
brand narratives to executing strategic public relations We formalised a strategic partnership with Eighty20,
campaigns, we ensure our clients’ stories resonate. South Africa’s largest ingestor of third-party data
Our expertise extend to media planning and buying, and a leading analytics consultancy, and developed
maximising brand visibility across diverse platforms. a new product, GrowthMaps, to help create more
Passion marketing and sponsorship initiatives drive value and data-fluent decisions for clients as they
brand affinity, while our advertising agency delivers pursue future business growth.
multi-award-winning campaigns. In addition, we excel
in B2B, loyalty, and one-to-one marketing, delivering New business wins in 2023 included PepsiCo,
personalised experiences that foster lasting connections Woolworths and SuperSport Bet.
between brands and their customers.
Our Awards:
OUR BRANDS
• Top seven finish for M&C Saatchi Abel at the
industry ranked Creative Circle Awards.
Country Specialism
• Levergy was awarded Specialist Agency of the
M&C Saatchi Abel Advertising and marketing
Year at the prestigious Financial Mail AdFocus
communications
Awards.
Razor Public relations • There were Agency of the Year wins for both
Connect Media planning and buying Razor and Levergy at the Sabre and Sports
Levergy Passion marketing/ Industry Awards respectively.
sponsorship
Dalmatian Advertising agency
Black & White B2B, loyalty, one-to one
marketing
32
UAE 2023 NET REVENUE: £7.5M
WHO WE ARE PEOPLE

In 2012, M&C Saatchi UAE established its presence in We have a team of around 100 in the region.
the region with the opening of the Abu Dhabi office,
later expanding to Dubai in 2016. These strategic WHAT MAKES US PROUD
moves empowered us to cater to a diverse clientele
spanning Europe, the GCC, and the UAE. Achieving
Our Awards:
significant financial milestones in fiscal year 2023,
our UAE operations reported a noteworthy profit • New York Festivals, Advertising awards, Burger
before tax of £1.32m, doubling from the previous King, “As Good as The Original”.
year’s £660,000, with a profit margin hitting 18%. • Cannes Lions, Burger King, “As Good as The
Notable client acquisitions such as Aldar’s corporate Original”, Shortlist.
advertising account alongside Atlantis, Puma, and • The Caples, Brand awareness, Flame-grilled
Emirates Airlines bolstered our revenue streams. Despite challenge, Bronze.
regional challenges, our production department
• Dubai Lynx, Film Craft, Burger King, “As Good as
excelled, particularly in activation, events, and content.
The Original” Range, Grand Prix.
Looking ahead, we are committed to sustained growth,
leveraging our diverse capabilities to deliver impactful • Dubai Lynx, Film, Burger King, “As Good as The
solutions and drive business transformation. Original”, Grand Prix.
• Dubai Lynx, Film Craft, Burger King, “As Good as
WHAT WE DO The Original”, Silver Script.
We provide a full-service agency in the UAE. Our core • Dubai Lynx, Film Craft, Burger King, “As Good as
capabilities include: advertising, brand innovation, The Original”, Silver Direction.
marketing consultancy, CRM, PR, research and insight, • Dubai Lynx, Online Film, Burger King, “Sorry You
digital marketing and sponsorship and experiential. Couldn’t Make It”, Bronze.
• Dubai Lynx, Film Craft, Use of Original Music,
CLIENTS Burger King, “If I Were You”, Bronze.
We have a diverse list of clients, including Aldar, DHRE,
Modon, ADQ, Atlantis and Burger King.
33
In 2022, Australia’s tourism industry faced huge challenges, with revenue dropping from A$121b to A$66b. After years of
lockdowns, we needed to burst back onto the tourism scene, reinvigorate interest in Australia and remind global travellers of
the great reasons to visit us down under. Our campaign aimed to give the weary world exactly what it needed – a big, warm
Aussie welcome. Come and Say G’Day saw the introduction of a new ownable brand ambassador: Ruby the kangaroo, a
loveable, cheeky spokesperson for Australia, who goes on an adventure across the country showcasing Australia’s natural
wonders and friendly people. Launched in 15 markets with over 900 assets, the campaign garnered exceptional ratings,
reached 650 million views worldwide, increased consideration for Australia by 48%, and saw a 93% jump in intent to visit.
Flight searches also increased by 19%, and the campaign received global accolades while contributing to rebuilding
Australia’s tourism brand.
34
APAC 2023 NET REVENUE: £65.6M
WHO WE ARE OUR BRANDS

In the Asia Pacific region, our operations span Australia,
M&C Saatchi
New Zealand, and Southeast Asia, housing leading
agencies like M&C Saatchi, Re and the head office for Re Group (including YES Agency)
our Performance division. Sport & Entertainment
With colleagues across six countries, we have formed an Resolution Design
APAC operating board, chaired by Justin Graham, Chief Greenhouse
Executive Officer of M&C Saatchi Australia, to enhance
The Source Australia
cross-market collaboration. The creative landscape is
evolving, fostering our ambition as the “most connected M&C Saatchi Malaysia
creative company”. Client demand for CX activation, Bohemia
customer strategy, leveraging retail media and PR-led
Performance
growth strategies is providing significant opportunities.
With a focus on profitability, in 2023 we exited certain
Asian markets while consolidating our leadership. Across CLIENTS
the year, M&C Saatchi Performance gained 38 new
clients, including Resorts World Sentosa. Strategic hires Across the region, we work with a range of household
like Steve Coll and promotions like Kabeer Chaudhary as names and are proud to count Woolworths, Optus,
Global Chief Executive Officer, Performance, signify our Commonwealth Bank Australia, Grab, Soundcloud
commitment to growth and innovation in the region. and Toyota amongst our clients.
WHAT WE DO PEOPLE
We work with clients whose fearlessness aligns with Advertising 531

our own. Whether the focus is growth, social impact or
behavioural change, we put their big ambition at the Media 257
centre and build the right team around it. We organise Consulting 108
talent and capabilities in uncommon ways to get Passions & PR 25
outstanding creative solutions with proven impact.
Head office 48
Start-up, scale-up, shake-up or grown-up, we work with Total 969
brands of all sizes and at all stages of their business life
cycles. Afterall, you do not have to be big to make waves.
WHAT MAKES US PROUD
WHERE WE WORK
Our Awards:
• LA International Film Festival, Tourism Australia,
“G’Day”, Animation – Short, Gold.
• Effies, Big W, “Long-term Effects”, Gold.
China • Effies, Big W, “Brand Value”, Silver.
India • Campaign Net Zero, Minderoo, “The Plastic
Forecast”, NGO/Charity, Gold.
Malaysia
Singapore
• D&AD, CommBank – Kit, Digital Branding, Wood
Pencil.
• Campaign Global, Best Performance Marketing
Agency, Bronze.
Sydney • Campaign Asia, Best Performance Marketing
Agency, Gold.
New Zealand
• Campaign Asia, Best Agency-Marketer
Partnership, Gold.
35
JPMorgan Chase has a long commitment to the Detroit business landscape, most notably investing US$200 million in Detroit’s
economic recovery since the city declared bankruptcy in 2013. To celebrate the city’s revitalisation at the 10-year milestone,
we launched a campaign that took a fresh approach, showcasing the people, communities, and growth JPMorgan Chase
helped foster, rather than a traditional business narrative. Collaborating with a local spoken word artist, we captured
Detroit’s authentic spirit, and showcased real beneficiaries effecting tangible change in Detroit, from housing development
to job creation. This innovative approach not only honoured Detroit’s resilience but also highlighted JPMorgan Chase’s
integral role in fostering community growth and embodying the spirit of progress.
36
AMERICAS 2023 NET REVENUE: £46.9M
WHO WE ARE OUR BRANDS

M&C Saatchi’s footprint across the Americas embodies Our brands in the Americas include SS+K, MCD
innovation and expertise across diverse sectors of the Partners, Clear, Performance, Sport & Entertainment,
marketing landscape. The Group merges creativity Santa Clara, M&C Saatchi Chilanga and One-to-One.
and precision with the integration of SS+K, renowned
for its impactful campaigns, including the successful
and historical Obama youth campaigns in 2008 and CLIENTS
2012, and the award winning work for Iceland tourism We work with a range of household names on work
in 2020-2023. Performance, our Media specialism, ranging from social impact to developing apps for
delivers targeted engagement across digital platforms, customer account management. Our diverse client
maximising client return on investment. Our Sport & list includes The White House, Iceland, PepsiCo,
Entertainment division leverages partnerships to create JPMorgan Chase, Meta, Toyota, Samsung, Discover FS,
immersive brand experiences. Under the new Consulting Continental and Nestlé.
division, agencies like Clear, MCD Partners, One-to-One,
Fluency and The Source offer specialised expertise
in brand consulting, strategic communications and PEOPLE
experiential marketing including our creative agencies
Santa Clara in Brazil and M&C Saatchi Chilanga in Advertising 142
Mexico. Together, they empower clients to navigate Consulting 112
the market effectively, driving transformative growth.
M&C Saatchi’s US presence epitomises innovation, Passions & PR 58
creativity and strategic excellence, shaping the future Media 27
of advertising. Head office 3
Total 342
WHAT WE DO
• Consumer/B2B brand marketing
• Corporate reputation/impact WHAT MAKES US PROUD
• Issue advocacy
• Communications advisory Our Awards:
• Performance media buying • D&AD, Digital & Social, Visit Iceland, “OutHorse
• Digital agency Your Email”, Graphite Pencil.
• Sponsorship and experiential • Effies, Travel & Tourism, Visit Iceland, “Welcome to
• Digital experience the Icelandverse”, Silver.
• CRM and loyalty • Effies, Small Budget – Services, Visit Iceland,
“Welcome to the Icelandverse”, Bronze.
WHERE WE WORK • Effies, Current Events, Visit Iceland, “Welcome to
the Icelandverse”, Silver.
Chicago
• New York Festivals Advertising Awards, (PR/Travel
New York
and Leisure), Visit Iceland, “OutHorse Your Email”,
San Francisco Dayton (Ohio) Washington DC
Dallas FW Gold.
Miami • The One Show, Social Media/Stunts &
Mexico Activations, Visit Iceland, “OutHorse Your Email”,
Gold Pencil.
• PR Week Global Awards, Visit Iceland, “OutHorse
Your Email”, Winner.
• Ragan PR Daily, Sport & Entertainment North
Brazil America won two Golds: Mid-size Agency of
the Year and Wellness Person of the Year for
Steph Lund.
37
Plastic production is devastating our planet and is set to triple by 2060. So, Minderoo Foundation and our team in Australia
have measured plastic in rain to create a new weather metric informing the public how much plastic will fall from the sky on
any given day, launching it in Paris ahead of the second session of negotiations (INC-2) of the UN’s Plastic Treaty at UNESCO
headquarters. The site provides live updates on the weight of plastic falling that day, week, month and year. This tightly
targeted activation, including guerrilla posters, news coverage and an extensive social media campaign on the eve of the
UNESCO talks, created a global thunderclap, raising the issue of fossil-fuel plastic and the need to put in place stricter
targets to limit its production. Coverage spanned many countries with a staggering reach of 1.3 billion.
38
advertising
BLENDING MARKETING SCIENCE WITH CREATIVITY THROUGH EARNED, OWNED AND PAID FOR CONTENT.
2023 NET REVENUE: £105.5M
WHO WE ARE PEOPLE Average 2023

Number of
M&C Saatchi’s legacy is rooted in creative
Country Brands2 Employees
excellence, with our advertising agencies serving
as the cornerstone. Renowned for our bold, daring South Africa – M&C Saatchi Abel 303
and effective work, we operate creative agencies – Razor
in 13 countries, catering to ambitious clients like – Dalmatian
adidas, Tourism Iceland, Atlantis, Burger King and Australia – M&C Saatchi 192
the NHS. Over the past year, we have undergone a – Greenhouse
strategic reassessment of our advertising agency – Resolution Design
proposition, focusing on markets where we can offer
– The Source Insight
comprehensive services to our clients. This has led to
the consolidation of several offerings, resulting in the UK – M&C Saatchi London 152
establishment of a connected agency proposition in – M&C Saatchi Talk
key markets like Australia and the UK. These initiatives – Export
streamline our service offerings, facilitating seamless Italy – M&C Saatchi Milan 108
collaboration and making us indispensable partners
Malaysia – M&C Saatchi Kuala 100
for our clients.
Lumpur
WHAT WE DO Brazil – Santa Clara 80
We take a channel neutral approach at the outset and Dubai – M&C Saatchi Dubai 63
develop transformative creative ideas across the total India – M&C Saatchi Scarecrow 58
customer journey. (Mumbai)
We operate with a problem-led, outcomes-focused, US – SS+K 45
bespoke approach using data and technology to Pakistan – M&C Saatchi Pakistan 36
fuel our work within three key areas; understanding, Mexico – M&C Saatchi Chilanga 15
communications and activation.
Abu Dhabi – M&C Saatchi 13
WHERE WE WORK Abu Dhabi
Switzerland – M&C Saatchi Geneva 13
Our creative agencies work across the globe with
offices in most major markets. This means we Total 1178
understand deeply local needs while also being able
to access the global reach for larger campaigns.
WHAT MAKES US PROUD
2023 was another bumper year for awards

across the globe, including key campaigns such
UK
Switzerland as “Running Billboards” for adidas in Europe,
US Italy “As Good as The Original” for Burger King in the
Pakistan
Mexico Saudi Arabia UAE Middle East, “Ribbon Dancer” for NHS England,
India and “Come and Say G’Day” for Tourism Australia,
Malaysia
while SS+K, our New York agency, has continued its
Brazil ground-breaking campaigns for Tourism Iceland
Australia with “Icelandverse”, “OutHorse Your Email” and
South Africa
“Better Than Space”.
2 Does not include brands disposed of either during the year or post year-end.
39
Launching on Mother’s Day in collaboration with anti-knife crime charity The Ben Kinsella Trust, the Siren Poster campaign
raises awareness of the dangers of knife crime, showcasing the thoughts that go through a mother’s head when she hears an
ambulance siren. Using AI technology, M&C Saatchi worked with Clear Channel to develop a machine learning system which
was trained to understand what an ambulance siren sounds like. The idea is simple but powerful. Every time an ambulance
drives past the digital outdoor posters, the siren sound triggers the technology to show heartbreaking messages from
mothers to their sons, making the connection between ambulances and the very real worry mothers experience when they
hear one.
40
ISSUES 2023 NET REVENUE: £51.1M

DRIVING GLOBAL AND SOCIAL CHANGE, PROTECTING THE PLANET, AND TRANSFORMING LIVES FOR THE BETTER.
WHO WE ARE PEOPLE

Our Issues specialism continues to partner with Our people work where our clients are, while at the
governments, civil society, foundations, academia same time our operating model requires that we have
and the private sector to tackle the critical issues of specialist subject matter expert teams in the UK. Overall,
our time. Areas of focus include the climate, health we have over 300 people working in the business in the
emergencies, human rights and freedoms, social UK, Australia and the US – our biggest offices.
justice, conflict prevention, security and sustainable
development goals. Key campaigns include the award- Number of Employees
winning family planning campaign for the FCDO Country Brands as at 31 December 2023
(Foreign, Commonwealth and Development Office).
UK – World Services 212
– Human Digital
WHAT WE DO
US – World Services 22
We provide a fully integrated, end-to-end marketing
service, combining multi-discipline communications Australia – World Services 37
teams with subject matter experts across the world. Total 271
Our work for clients includes everything from creating
advertising campaigns to media buying services.
WHAT MAKES US PROUD
Our work is domestic and global, often affecting the
most vulnerable in society, with international activity
orientated towards developing countries and fragile, Issues continues to grow market opportunities
conflict-affected states. within its specific sector operating globally,
delivering year-on-year growth in excess of 20%.
CLIENTS
Our top clients include the US Government, the UK
World Services won significant new business in
Government, the Australian Government, Bill & Melinda
2023, including NATO, the Rockefeller Foundation,
Gates Foundation and GEAPP.
CGIAR, the Covid Enquiry (UKG), and the
WHO Foundation.
WHERE WE WORK
Operating globally with governments, foundations and
institutions delivering communications campaigns.
UK
US
Australia
41
As the new Official Bank Partner of Wimbledon, Barclays had to create an impact in year one. To do so, we needed a
campaign to connect our audience and build excitement for fans, customers, clients, colleagues and community, in the UK
and the US, through the lens of Wimbledon. Our full 360-campaign featured a global Frances Tiafoe TVC, on-site activations,
special build OOH and media including London buses and taxis, customer communications, social, digital and retail bank
advertising. Using our hero partnership asset – the iconic Wimbledon umpire chairs – our campaign demonstrated that
Barclays and Wimbledon are game, set, and perfectly matched.
42
PASSIONS & PR
CONNECTING BRANDS DIRECT TO CONSUMERS THROUGH THEIR PASSIONS AND PERSONALITIES.
2023 NET REVENUE: £36.2M3
WHO WE ARE CLIENTS

In two decades, at the forefront of passion marketing We work with a range of global clients including
across sport, entertainment and culture, we have earned Barclays, Heineken, adidas, The Coca-Cola Company,
a reputation as a market leader in the art of connecting Sephora and Benefit Cosmetics.
brands to consumers through the things they love.
PEOPLE Average 2023
Our Passions & PR specialism is made up of:
Number of
• The global Sport & Entertainment network, which Country Brands Employees
connects brands to consumer passions. In 2023, we UK – Sport & Entertainment UK 131
developed cutting-edge digital and diversity-focused – Merlin
campaigns for Barclays, Heineken, adidas, and – Social
The Coca-Cola Company. US – Sport & Entertainment NY 58
• The Talent Group (M&C Saatchi Merlin and South Africa – Levergy 44
M&C Saatchi Social), which manages influencers Australia – Sport & Entertainment 25
and celebrity broadcast talent. Sydney
• M&C Saatchi Talk, our PR business, with clients Germany – Sport & Entertainment 26
such as Coty, Revlon, Sephora and Sonos. Berlin
Netherlands – Sport & Entertainment NL 12
WHAT WE DO Total 296
Our industry-leading global team crafts compelling
campaigns for renowned brands and personalities WHAT MAKES US PROUD
across sport, entertainment, music, film, fashion and
culture. In response to increasing demand for integrated Our Awards: Our Passions specialism continues to be
social elements, Sport & Entertainment US Group will award-winning, with just a few of the highlights from
introduce a dedicated social offering, supported by this year including:
M&C Saatchi FABRIC within the M&C Saatchi Sport & • Muse Creative Awards, M&C Saatchi Fabric
Entertainment team. As our RFP volume grows, our Talent (part of S&E), Best New Agency of the Year.
Group achieved record-breaking growth in 2023, fuelled • PRNews: Platinum PR Award for Best Cause-Related
by Broadcast income and new client signings. Marketing, Community Engagement and Event/PR
Looking ahead, we plan to launch an AFP (advertiser- Marketing: adidas “Choose to Give Back”, S&E.
funded programming) business in 2024, capitalising on • Sport Industry Awards, Agency of the Year 2023
the rise of Gen Z talent and strengthening relationships (UK), S&E.
with streaming platforms like Netflix and Amazon amidst • Sport Industry Awards, FA X UEFA Women’s Euros,
budget shifts from traditional broadcasters. Alongside Event of the Year, S&E.
M&C Saatchi’s Sport & Entertainment and Talent • Sport Industry Awards, Heineken International,
businesses, our PR capability, M&C Saatchi Talk, will Campaign of the Year, S&E.
• UK Sponsorship Awards, Agency of the Year and
now play a central role in our newly expanded Passions
seven other awards, S&E.
& PR offering, further solidifying the agency’s position
• Drum Awards for Social Purpose, Best Celebrity
as leaders in the field of connected creative solutions.
Partnership and Best PR Campaign, S&E.
• PR Week Global, Best Global Content, M&C Saatchi
WHERE WE WORK Talk, Business Iceland.
London Berlin Our People: It is our people that bring our business
New York
Amsterdam to life, and we were delighted to promote Laura
Dubai Coller internally to Chief Executive Officer of Sport
& Entertainment (UK) at the end of the year. It was
with pride and pleasure that we saw Jane Boardman,
South Africa Australia
founder of M&C Saatchi Talk, recognised with an OBE
for her services to the beauty industry in December 2023.
3 In 2023 and prior years, PR was included within the Advertising specialism. It was moved to Passions & PR in 2024. Therefore, the PR numbers are included within the
Advertising specialism in this Annual Report and Accounts.
43
Rugby in New Zealand is more than a game – it is a way of life. To engage and grow their already impressive global fanbase,
New Zealand Rugby wanted to create a fan-focused content hub that gets fans closer to the teams via behind-the-scenes
access to the All Blacks and Black Ferns, right through to the grassroots teams. We designed and delivered the brand identity
and digital experience of the content platform we named NZR+. Following the successful launch in the lead-up to the 2023
Rugby World Cup, NZR+ has experienced a real trend in interest, resulting in continued investment in new content and
functionality.
44
CONSULTING
TRANSFORMING BRANDS AND EXPERIENCE FOR REAL GROWTH.
WHO WE ARE WHAT WE DO

We are a team of data, strategy, engineers and We deliver growth at the intersection of brand, experience
design specialists who deliver transformative growth and innovation, creating new (and refreshed) brand
for the world’s most ambitious organisations. During ideas and identities that connect with people at the speed
the course of the year, we saw the opportunity to of culture. It means we imagine (and create) elevated
restructure our business to better deliver integrated customer journeys and better products and services.
capabilities to meet clients’ more complex challenges. The work we do creates more utility for customers and
As a consequence, we have created an overarching incremental value for our clients.
trading brand, M&C Saatchi Consulting, sitting above In 2023 we won a number of new pieces of business
our individual trading entities. In addition, during the including working with PepsiCo in a number of innovation
year we opened up two new sales channels with key engagements; Toyota on its CX work in the EV space; and
hires for senior leaders in Dallas and Dubai. brand work with numerous clients including New Zealand
Rugby, British Army, Nolet Distillery and retailer Big W.
OUR BUSINESS IS SEGMENTED

INTO SIX MAIN PROPOSITIONS WHAT MAKES US PROUD
Clear: Based in the UK, the US, Singapore and the

Our Clients: Our award-winning strategists,
UAE, Clear is M&C Saatchi’s leading strategic growth
designers, consultants and innovators continue
consultancy. Key clients: Visa, PepsiCo, Reckitt, Toyota
to create compelling brands, experiences and
and Haleon.
innovative services which inspire and excite
MCD Partners: Based in the US and the UAE, MCD consumers.
Partners is the Group’s US digital marketing and
experience design agency. Key clients: Discover
Financial, Continental Tire and Nestlé. Our Awards: Our (Re AUS) brand and app design
and development for CommBank’s Kit was
Fluency: Based in the UK and the US, Fluency is awarded Silver at the 2023 Brand Impact Awards.
the Group’s data and technology consultancy.
Key clients: Amazon, Nike, Diageo, Ashley and WWE.
Re: Based in the UK, Europe, the UAE, and Australia, Our People: After ten years as Chief Executive of
Re is the Group’s global brand-led experience Clear, Damian Symons was promoted to the role
design business. Key clients: British Film Institute of Chief Executive Officer, M&C Saatchi Consulting,
(BFI), Channel 4, D&AD, Hoover and Modon. in the autumn of 2023. Rhonda Hiatt was
promoted to Chief Executive Officer, Clear.
One-to-One: Based in the US, the UK, and the
UAE, One-to-One is an expert in CRM and loyalty.
Key clients: Moët Hennessy, Rolus Beverages Inc,
WHERE WE WORK
Eventide, Harriet Harper Fitness and Google.
The Consulting group has a global headcount of 297,
The Source: Based in the UK and the UAE, The Source
with the majority of our people operating out of the
is the Group’s integrated qual/quant agency.
UK, the US and Australia:
Key clients: Tesco, B&Q, Butlin’s and Greene King.
Country Brands Average 2023 Number of Employees

US MCD Partners, Clear NY, One-to-One 112
Australia Re Design Sydney, Yes Agency 97
UK Clear UK, Re Design UK, Fluency, Source UK, Thread 63
Asia Clear Singapore 11
Germany Clear Deutschland 1
Total 284
45
ASICS is a Japanese brand that specialises in designing and manufacturing sports equipment and footwear for a variety of
athletic activities. In a market dominated by ecommerce platforms which have lower overhead costs, how could we lead
users to purchase their favourite ASICS products directly through the ASICS website? In order to increase sales in Singapore
via their website and drive website purchases, our approach centred around creating a more meaningful customer-centric
strategy and a more seamless shopping experience. We reminded users about their favourite products and simplified their
purchase process by tapping into Facebook Collection Ads, Google Performance Max and Google SEM. The campaign was
testament to the impact that a customised strategy can have on a brand’s sales. By adopting a very specific retargeting
strategy, we were able to serve highly personalised ads to ASICS’ audiences creating a more impactful customer experience
and a more seamless and ultimately simple user journey.
46
MEDIA
CONNECTING BRANDS WITH TODAY’S CONNECTED CUSTOMERS.
WHO WE ARE CLIENTS

Our multi-award-winning performance media agency We work with digital leaders across the globe helping
continues to differentiate itself through its strong them to drive performance. Key clients include Grab,
footprint across the US, EMEA and APAC and its focus Soundcloud, Julo, Allen Media, Betfair and Fitness
on digital-first clients. During 2023, M&C Saatchi First. During the year we won new business with Sega,
Performance demonstrated resilience amidst economic Progressive Leasing, Zenyum and Headspace.
challenges. Our strategic focus remained on paid digital
media, acquiring 38 new clients, including prestigious PEOPLE Average 2023
names like Resorts World Sentosa and Sega. Key team Number of
achievements included revolutionising client reporting Country Brands Employees
with automated dashboards, fostering existing client
Singapore, – Performance Asia 225
relationships, and setting a foundation for further
Indonesia,
strategic growth.
India and
Thailand
WHAT WE DO
UK – Performance UK 47
We offer a comprehensive suite of digital marketing
Australia – Bohemia 32
services, including Paid Search, Paid Social,
Programmatic Advertising, App Marketing, App Store US – Performance Americas 27
Optimisation, Commerce Media, Affiliate Marketing, South Africa – Connect 21
Data Analytics, Market Insights, Streaming TV,
Total 352
Influencer Marketing, and Media Buying. With expertise
across various platforms and channels, we drive
impactful campaigns tailored to our clients’ goals and WHAT MAKES US PROUD
audience preferences.
Our Awards:
WHERE WE WORK
• Campaign Global, Best Performance Marketing
Agency, Bronze.
• Campaign Asia, Best Performance Marketing
Agency, Gold.
• Campaign Asia, Best Agency-Marketer
Partnership, Gold.
UK
Asia Our People:
US
UAE During 2023, we promoted Kabeer Chaudhary
to Global Chief Executive Officer, M&C Saatchi
Performance.
Australia
47
Financial review
The Group recovered from a challenging first half,
by taking action to reduce local costs to align with
the new market conditions, by accelerating our
structural transformation programme, and by
closing or divesting loss-making businesses.
The Group generated £252.8m of net revenue in

2023, 7% lower than last year, but with strong growth
in our Issues business (+21%) and in our Passions
business (+8%). The downturn in the technology
sector and client hesitancy to commit to new projects
affected Media (-23%), Advertising (-15%) and
Consulting (-9%).
Headline operating profit for the Group in 2023 was

£32.4m, £3.0m lower than last year, with the full
impact of our cost actions benefitting the second
half of the year (H2 operating profit of £22.4m, £5.1m
(30%) higher than last year). Headline operating
profit margin for the full year was 12.8% (0.3 pts lower
than last year), with H2 margin of 16.9% (4.7 pts
BRUCE MARSON higher than last year).
Chief Financial Officer
“While our end markets continue to be affected

by macro-economic uncertainty, we expect
Headline profit before tax for 2024 to be in line
with expectations.”
48
FINANCIAL PERFORMANCE
Headline Results Statutory Results

£m 2023 2022 Movement 2023 2022 Movement
Revenue 453.9 462.5 (2)% 453.9 462.5 (2)%
Net revenue* 252.8 271.1 (7)% – – –
EBITDA* 41.5 45.2 (8)% – – –
Operating profit 32.4 35.4 (8)% 7.3 10.5 (31)%
Profit before taxation 28.7 31.8 (10)% 0.7 5.4 (87)%
Profit / (loss) for the year 21.3 24.0 (11)% (2.8) 0.2 –
Earnings / (loss)** 18.5 18.1 2% (3.5) 0.1 –
Earnings / (loss) per share 15.2p 14.8p 3% (2.9)p 0.1p –
Operating profit margin % 12.8% 13.1% (0.3) pts – – –
Dividend 1.6p 1.5p 0.1p – – –
Refer to the Glossary for key definitions used in this section including Headline results, revenue, net revenue and EBITDA.
* Net revenue and EBITDA are excluded from Statutory results, as these are not IFRS terms. Although our peers may use these terms, they are not necessarily calculated on the
same basis. However, as measures of Headline performance, they have been included to better assess the underlying performance of the business and to enable better
comparability both across the industry and when comparing year-on-year results.
** Earnings are calculated after deducting share of profits attributable to non-controlling interests.
H1 Headline Results H2 Headline Results

Net revenue 120.4 129.4 (7)% 132.4 141.7 (7)%
Operating profit 10.0 18.1 (45)% 22.4 17.3 30%
Profit before taxation 8.8 16.0 (45)% 19.9 15.8 26%
Earnings** 5.5 7.8 (30)% 12.6 10.3 22%
Operating profit margin % 8.3% 14.0% (5.7) pts 16.9% 12.2% 4.7 pts
** Earnings are calculated after deducting share of profits attributable to non-controlling interests.
Headline profit before tax in 2023 for the Group was in line with our previous guidance of 0.5x to 1.0x the level
£28.7m (2022: £31.8m). Excluding Advertising, the of annualised cost savings delivered.
other specialisms contributed £29.8m of profit before
On a Statutory basis, the Group delivered operating profit
tax (2022: £31.6m), driven by ongoing growth and
of £7.3m (2022: £10.5m) and a profit before tax of £0.7m
margin improvement in Issues, offset by lower revenue
(2022: £5.4m).
and margin declines in Media and Consulting, with
Passions delivering similar profit to last year. Advertising Due to the exercise of put options in the year, minority
contributed £6.2m of profit before tax (2022: £9.9m), interests have diminished to 13% of Headline profits
with profit growth in the UK, South Africa and the UAE (2022: 25%), which resulted in Headline earnings of
offset by declines in Australia, Asia, Europe and the US. £18.5m, 2% higher than last year. Headline earnings
The Group’s central costs, reduced by £2.3m to £7.4m, per share has grown by 3% to 15.2p (2022: 14.8p).
due to lower bonuses and audit fees. Statutory earnings per share were (2.9p) (2022: 0.1p).
Exceptional costs relating to our global efficiency The Group remains in a net cash position of £8.3m
programme amounted to £3.3m of which £1.1m was cash (2022: £30.0m), after £15.4m of put option payments
and £2.2m represented property impairment charges. and £14.5m of working capital absorption (driven by
For 2024, we expect a higher level of exceptional costs £8m reduction in bonus accruals, a £3m reduction
to be incurred but we still expect the total cost of this in minority interest profit share liabilities and £3m
programme, both cash and accounting items, to remain relating to changing revenue mix).
49
SEGMENTAL REVIEW
Advertising remains the largest specialism, comprising 42% of total net revenue (2022: 46%). The other four
specialisms have increased their share of total net revenue to 58% (2022: 54%). This shift away from Advertising
continues to improve our overall operating margin mix, as these other specialisms have an average operating
profit margin of 22%, compared to Advertising with an operating profit margin of 8%.
There has been a marked shift in revenue between the different specialisms over recent years as shown by
the table below, with Issues, Passions and Consulting all increasing their contribution to the Group since 2020.
Net Revenue Share Advertising Issues Passions Consulting Media Total

2023 42% 20% 14% 14% 10% 100%
2022 46% 15% 12% 14% 13% 100%
2021 51% 14% 10% 12% 13% 100%
2020 61% 13% 8% 8% 10% 100%
The Group’s net revenue decreased 7% in 2023. The Issues specialism saw significant growth of 21%
However, the reduction was 2% on a like-for-like (“LFL”) (up 22% LFL), as our governmental clients continued
basis if we exclude those entities the Group disposed to invest in new projects to address heightened
of, closed, or wound down before the end of 2023, and geopolitical tensions around the world.
the impact of foreign exchange movements. During
Our Passions specialism also grew strongly by 8%
the year, the Group disposed of Clear Deutschland,
(up 10% LFL), driven by new client wins and a buoyant
and more recently M&C Saatchi Spencer Hong Kong
events market in our Sport & Entertainment businesses,
Limited, and reduced its interest in M&C Saatchi
and by increased fees from our talent and influencer
Sweden AB. The Group also announced in 2023 that it
agencies.
was in negotiations to divest of M&C Saatchi Holdings
Asia Pte. Limited, which is now complete. During 2023 Our Consulting specialism was impacted by a degree
the decision was made to wind down a number of client hesitancy around new projects, particularly
of smaller, non-core businesses in Advertising and in our strategic consultancy and brand design
Consulting. No businesses were acquired in 2023. businesses, resulting in a net revenue fall of 9% (down
6% LFL), although our data consultancy (Fluency)
The Advertising division saw a 15% fall (down 8% LFL)
continued its momentum and grew 14% in 2023.
in net revenue in 2023, driven by the impact of weaker
client spend and some client losses in Australia, The Media specialism saw a 23% fall (down 21% LFL)
the UK, Asia and Germany, although there was in net revenue, due to the significant cutbacks in
some strong revenue growth in Italy, the UAE, spend from our technology clients, although client
Brazil and Mexico. spend started to recover in the second half of 2023.
50
Reported Like-for-Like (LFL)*

2023 Movement 2023 Movement
Net Revenue by Specialism £m versus 2022 £m versus 2022
Advertising 105.5 (15)% 97.4 (8)%
Issues 51.1 21% 51.1 22%
Passions 36.2 8% 36.2 10%
Consulting 33.7 (9)% 33.1 (6)%
Media 26.3 (23)% 26.3 (21)%
Group 252.8 (7)% 244.1 (2)%
* A like-for-like basis applies constant foreign exchange rates and removes entities discontinued during 2023.
Due to the tougher trading conditions in Advertising, spend. The net result was a slight reduction in our
cost actions were taken which reduced operating non-Advertising specialisms operating margin to 22%
costs by 13% in 2023. This helped maintain operating (2022: 24%).
Advertising profit margins at 8% (2022: 9%).
The impact of our global efficiency programme and
Operating costs outside of our Advertising specialism lower bonuses reduced our Group central operating
grew 3% in 2023, driven by the growth of Issues and costs by £3.7m (33%). This helped the Group maintain
Passions, partially offset by cost reduction actions in its overall operating margin of 13%.
Media and Consulting in reaction to their lower client
Group
Other Central
Advertising Specialisms Costs Total
Year Ended 31 December 2023 £m £m £m £m
Net revenue 105.5 147.3 – 252.8
Operating costs (97.5) (115.2) (7.7) (220.4)
Operating profit / (loss) 8.0 32.1 (7.7) 32.4
Operating profit margin 8% 22% – 13%
Profit / (loss) before tax 6.2 29.8 (7.3) 28.7
Group
Other Central
Year Ended 31 December 2022 £m £m £m £m
Net revenue 124.3 146.8 – 271.1
Operating costs (112.6) (111.8) (11.3) (235.7)
Operating profit / (loss) 11.7 35.0 (11.3) 35.4
Profit / (loss) before tax 9.9 31.6 (9.7) 31.8
51
REGIONAL REVIEW
On a geographic basis, the UK remains our biggest region, supported by the significant growth of Issues, which
offsets the contraction of UK Advertising. Following the decision to discontinue many of the Asia businesses, we have
merged Asia and Australia into a new APAC region, managed from Australia. Also, given the growth and prospects
in the Middle East and our new executive leadership structure, we have split the Middle East and Africa. However,
we retain a good geographic mix of businesses. The recent shifts in share of revenue by region can be seen in the
table below:
Net Revenue Middle

Share UK APAC Americas Africa Europe East Total
2023 40% 26% 19% 6% 6% 3% 100%
2022 36% 29% 20% 6% 6% 2% 100%
2021 39% 30% 17% 6% 6% 2% 100%
2020 39% 26% 15% 5% 13% 2% 100%
Reported Like-for-Like (LFL)*

Net Revenue 2023 Movement 2023 Movement
by Region £m versus 2022 £m versus 2022
UK 102.3 0% 101.2 1%
APAC 65.6 (17)% 60.7 (10)%
Americas 46.9 (10)% 46.9 (8)%
Africa 16.1 (6)% 16.1 8%
Europe 14.4 (5)% 11.7 18%
Middle East 7.5 18% 7.5 19%
Group 252.8 (7)% 244.1 (2)%
* A like-for-like basis applies constant foreign exchange rates and removes entities discontinued during 2023.
DISCONTINUED BUSINESSES
At the end of 2023, it was decided to dispose, wind-down or close a number of non-core businesses in Advertising
(Hong Kong, Singapore, Indonesia, China, Sweden, Majority and Accelerator) and in Consulting (Thread Innovation
and M&C Saatchi Life). In 2023, these businesses contributed £8.7m in net revenue and a loss before tax of £3.1m.
The Group’s 2023 net revenue excluding these discontinued operations would have been £244.1m (2% lower than
last year), and the Group’s 2023 profit before tax would have been £31.8m (1% lower than last year), with an
operating profit margin of 14.2% (0.2 pts higher than last year).
Like-for-Like Results
Headline Results (excluding discontinued operations)
Net revenue 252.8 271.1 (7)% 244.1 249.9 (2)%
Operating profit 32.4 35.4 (8)% 34.6 35.1 (1)%
Profit before taxation 28.7 31.8 (10)% 31.8 32.0 (1)%
Operating profit margin % 12.8% 13.1% (0.3) pts 14.2% 14.0% 0.2 pts
52
THE KEY MOVEMENTS BETWEEN STATUTORY TO HEADLINE RESULTS

The Headline results are alternative performance measures that the Board considers the most appropriate basis
to assess the underlying performance of the business, monitor its results on a month-to-month basis, enable
comparison with industry peers and measure like-for-like, year-on-year performance.
Year ended Year ended

£000 31 December 2023 31 December 2022
Statutory profit before taxation 715 5,423
Separately disclosed items 7,652 13,352
Put option accounting – IFRS 9 and IFRS 2 6,316 2,233
FVTPL investments under IFRS 9 5,067 1,587
Impairment of intangible assets 4,794 564
Dividends paid to IFRS 2 put option holders 2,499 7,811
Impairment of non-current assets 2,004 -
Amortisation of acquired intangibles 537 597
Revaluation of contingent consideration – 266
Revaluation of associates on disposal (133) –
Gain on disposal of subsidiaries and associates (782) –
Headline profit before taxation 28,669 31,833
The items causing the movement between Statutory and Impairment of Intangible Assets
Headline results for 2023 are explained below and further
In 2023, the Group recorded an impairment charge
details are provided in Note 2 of the financial statements.
of £4.8m which primarily relates to the write-off of
Separately Disclosed Items goodwill and acquired intangible assets in M&C
During 2023, £7.7m of costs were incurred, relating Saatchi (Hong Kong) Limited (£3.4m) and M&C Saatchi
to one-off restructuring costs of £5.5m, exceptional Advertising GmbH (£1.4m). The 2022 charge mainly
compensation for our Executive Chair and former Chief consisted of a £0.6m goodwill write-off in M&C Saatchi
Executive Officer of £0.3m and £1.2m, respectively, and (Hong Kong) Limited and Scarecrow Communications
the project costs of our global efficiency programme Limited.
of £0.7m. In 2022, £10.8m of costs were incurred, as the
Company was subject to two competing bids to take Dividends Paid to IFRS 2 Put Option Holders
control and full ownership of the business. Managing Local management in some of the Group’s subsidiaries
the Company’s response to these two takeover bids own minority shareholdings in those subsidiaries. As
resulted in a number of one-off external advisory and shareholders, they also have rights to receive dividends,
additional internal management costs. In addition, we
and, as they are employees of those subsidiaries,
commenced our global efficiency programme with one-
these are recognised as staff costs. These are excluded
off professional fees incurred in relation to this project of
from Headline results, as they relate to prior year
£1.0m, along with restructuring costs of £1.8m.
performance.
Put Option Accounting – IFRS 9 and IFRS 2
Impairment of Non-current Assets
These charges relate to the revaluations of the put
option liabilities (both IFRS 2 and IFRS 9) during In 2023, the Group recorded the write off of right-of-use
the year. These increased in line with the improved assets and related leasehold improvements in the UK
profit estimates of the relevant subsidiaries and the and Australia (£2.0m in total), as we vacated property
Company’s improved multiple. space in our main offices in London and Sydney.
53
FVTPL Investments Under IFRS 9 – Financial Assets TAX

at Fair Value Through Profit and Loss
Headline Tax
The Group holds unlisted equity investments in
Our Headline tax rate has increased from 24.5% to
early-stage companies (detailed in Note 20 of the
25.6%. The increase is primarily due to the increase in
financial statements). The revaluation of these
the effective UK corporation tax rate from 19.0% to 23.5%.
companies is excluded from Headline results as they
are driven by factors unrelated to the Company’s Statutory Tax
performance. Market weakness in the technology
The Statutory tax rate changed from 96% in 2022 to
sector made fundraising and trading more difficult for
492% in 2023. We expect large variations in Statutory
these companies in 2023, resulting in a downwards
tax rates because items such as share-based
revaluation of £4.9m. In addition, our shareholding in
payments (option charges) and put options arising
Australie in France increased in value by £0.2m.
from investments in subsidiaries are non-deductible
Amortisation of Acquired Intangibles against corporation tax, due to their being capital
in nature.
Acquired intangibles relate to brand names and
customer relationships, and these costs are amortised
NON-CONTROLLING INTERESTS
over their estimated useful lives. Refer to Note 15 of the
(MINORITY INTERESTS)
financial statements for details.
On a Headline basis, the non-controlling interest
Gain on Disposal of Subsidiaries and Associates
share of the Group’s profit represents the minority
During 2023, we disposed of a number of subsidiaries shareholders’ share of each of the Group’s subsidiaries’
(Clear Deutschland, Sweden and Hong Kong), which profit or loss for the year. In 2023, the share of profits
resulted in the cancellation of the associated put attributable to non-controlling interests reduced to
options (£0.5m gain), and other gains of £0.3m, £2.8m (2022: £5.9m), representing a reduction in
which have been excluded from our Headline results. minority interests to 13% of profit after tax (2022: 25%).
This reflects a reduction during the year in the minority
FINANCIAL INCOME AND EXPENSE interest shareholdings in several Group entities, as a
result of the settlement of put options, to the value of
The Group’s financial income and expense includes
£15.4m.
bank interest, lease interest and fair value adjustments
to minority shareholder put option liabilities (IFRS 9). On a Statutory basis, non-controlling interests
Further details can be found in Note 7 of the financial exclude any minority interests which relate to IFRS
statements. 2 put option holders (holders of put options that
are contingent on being employed by the relevant
Bank interest payable for the year was £2.3m (2022:
company). Their share of the entity’s Statutory profit
£1.2m) due to higher interest rates on the Company’s
is paid as dividends each year, which are reported
revolving multicurrency credit facility agreement and
as staff costs in the Statutory results.
increased drawdown on the facility during the year.
The interest on leases decreased to £2.9m (2022: DIVIDENDS
£3.0m) due to leases ending in 2022.
The Company paid a 2022 dividend of £1.8m
The fair value adjustment of put option liabilities (1.5 pence per share) to its shareholders in 2023
created a charge of £2.1m (2022: £1.1m). This increase (2022: £nil). We understand the importance of
is due to increased profitability in the agencies where returning capital to shareholders, and given the
there are outstanding IFRS 9 put option arrangements. earnings performance during the year, the Board is
recommending the payment of an increased final
dividend of 1.6 pence per share.
Subject to shareholder approval at the Annual General
Meeting, to be held on 16 May 2024, the dividend
will be paid on 24 June 2024 to shareholders on the
register of members as at 10 May 2024. The shares
will go ex-dividend on 9 May 2024.
54
CASH FLOW £10.3m). In addition, £1.8m of tangible and intangible

fixed assets and investments were purchased in 2023
Total gross cash (excluding bank overdrafts) at 31
December 2023 was £24.3m (2022: £41.5m). Cash net (compared to £5.6m in 2022, which was primarily due
of bank borrowings (net cash) was £8.3m, compared to the one-off investment in the new office in Sydney,
to £30.0m in 2022. Australia).
In 2023, the Group generated operating cash from Net operating cash flow (operating cash generated
trading (before working capital) of £31.5m before from operations (excluding put option payments
dividends paid to IFRS 2 put option holders (£2.5m). and non-Headline cash costs) net of purchases of
The Company made £15.4m of payments to acquire intangible/tangible fixed assets and the principal
non-controlling interests (2022: £12.1m). There was payment on leases) for the year was £17.3m, which
a £14.5m net outflow from working capital (2022: represents a cash conversion from Headline operating
£4.8m inflow), driven by £8m reduction in bonus profit of 53% (2022: 106%).
accruals, £3m reduction in minority interest profit share
liabilities, and £3m relating to changing revenue mix. The following table sets out the key movements in net
The Company made £9.1m of lease payments (2022: cash during 2023:
2023 2022
Movement in Net Cash £m £m
Net cash at the beginning of the year 30.0 34.4
Increase in operating cash from trading 31.5 40.3
Cash consideration for non-controlling interest acquired (15.4) (12.1)
(Decrease) / Increase in cash from working capital movements (14.5) 4.8
Payment of lease liabilities (9.1) (10.3)
Tax paid (4.2) (6.7)
Dividends paid to IFRS 2 put option holders (2.5) (7.8)
FX movement on cash held (2.2) 2.7
Purchases of intangible / tangible fixed assets (1.8) (5.6)
Dividends paid to Company shareholders (1.8) -
Net interest paid (1.5) (0.8)
Costs associated with the takeover defence - (10.8)
Other movements (0.2) 1.9
Net cash at the end of the year 8.3 30.0
55
BANKING ARRANGEMENTS PUT OPTION ARRANGEMENTS

On 7 March 2024, the Company entered into a new The Group has historically operated a business
revolving multicurrency facility agreement with model through which certain members of senior
National Westminster Bank Plc, HSBC UK Bank plc and management have minority ownership in the
Barclays Bank PLC for up to £50m (the “New Facility”), subsidiary companies they operate, through share-
with a further £50m extension if required for strategic based incentive (put option) arrangements.
acquisitions. The New Facility is provided on a three-
This put option liability has been reduced significantly
year term with two one-year extensions. This New
over the last few years, such that, as at the Company’s
Facility is to refinance the previous £47m facility with
share price at 31 December 2023 (160p), the remaining
National Westminster Bank Plc and Barclays Bank PLC
amount potentially payable has reduced to £14.4m.
(the “Old Facility”) which would have matured on
Assuming these remaining options are exercised as
31 May 2024. At 31 December 2023, the Group had
soon as they can be, 68% (£9.9m) of this remaining
up to £47.0m (2022: £47.0m) of funds available under
liability is potentially payable in 2024, with the balance
the Old Facility.
payable over the next few years to 2028. These amounts
The primary purpose of the New Facility is to provide will vary in line with the financial performance of the
the Group with additional liquidity headroom to local business unit, the Group’s financial performance
support any variations in working capital and provide and the Company’s share price.
funding for bolt-on acquisitions. At 31 December 2023,
£16.0m was drawn on the Old Facility compared to SUMMARY
£7.0m at 31 December 2022.
The Company’s performance in 2023 was mixed in
Both the Old and New Facility include two financial several ways. A challenging first half was followed by
covenants, which if either were to be breached would a more encouraging second half, and we saw strong
result in a default of the agreement (see Note 24 of revenue growth in Issues and Passions, while fighting
the financial statements). The Company has been difficult market conditions in Advertising, Media and
compliant with the covenants of the Old Facility Consulting.
throughout the period.
As we look ahead, the Group has started 2024 with
renewed energy and focus. While our end markets
CAPITAL EXPENDITURE
continue to be affected by macro-economic
Total capital expenditure in 2023 (including software uncertainty, we expect Headline profit before tax for
acquired) decreased to £1.8m (2022: £5.6m). 2024 to be in line with expectations. We are confident
This included £0.7m on furniture, fittings and other that the structural changes we are making to our
equipment (2022: £1.7m), £0.6m on computer cost base alongside our new operating model are
equipment (2022: £1.6m), £0.5m on leasehold increasing our operational leverage potential which
improvements (2022: £1.1m), and £0.0m on will help support future margin expansion.
software and film rights (2022: £1.0m).
BRUCE MARSON
11 April 2024
56
Principal risks
and uncertainties
The Board has overall responsibility for internal controls and for reviewing
their effectiveness. The Group operates a policy of continuous identification
and review of business risks. This includes the monitoring of key risks,
identification of emerging risks and consideration of risk mitigations after
taking into account risk appetite and the impact of how those risks may affect
the achievement of business objectives and the future success of the Group.
The risks and uncertainties that the business faces opportunities in the future. Government commitments
evolve over time, and the Executive Directors and to reduce carbon emissions are expected to lead to
senior management are delegated the task of further developments and changes in regulation
implementing and maintaining controls to ensure across the supply chain and property management.
that risks are managed appropriately. The Group’s There is significant opportunity in addressing
risk management framework is designed to identify climate-related matters to meet client expectations
and manage, rather than eliminate, the risk of failure and secure the reputation of our brands in respect
to achieve business objectives and to provide of their sustainability credentials.
reasonable, but not absolute, assurance against
During the year, the Board carried out a robust
material misstatement or loss.
assessment of the Company’s emerging and
Future threats that cannot be accurately assessed at principal risks, together with the actions taken to
the current time but could have a material impact on mitigate these risks. Virtual risk workshops were
the business in the future are considered alongside carried out with agencies to ensure that all key risks
existing risks, with a view to improving our response and mitigations had been identified. The table below
plans and exploiting potential opportunities. Our view details our principal risks and uncertainties for the
of emerging risk includes several trends which could year ahead. These are considered to be the most
form part of the legacy of the Covid-19 pandemic. In significant but are not an exhaustive list of all risks
most cases, these trends could heighten our existing identified and monitored through our risk
principal risks. For example, the macro-economic management process. No additional risks have been
outlook is seeing disruption as a result of the Russian added to the register as part of the 2023 process,
invasion of Ukraine, geopolitical tensions in the because it already reflects the most significant risks
Middle East and high inflation. Emerging trends and uncertainties. Risks are ranked in descending
can also present opportunity. We take a proactive order of risk score. Their ranking is based on
approach to the changing market conditions and assessments from agencies weighted by their 2023
trends in our sectors to ensure we continue to meet revenue. We have also provided an explanation of
the expectations of our clients. Climate change and the movement in our risk assessment against the
the transition to a low carbon economy could present previous year’s risk register to provide the reader with
some of our most significant challenges and a better insight into the Board’s risk assessments.
57
RISK
MOVEMENT
PRINCIPAL RISK MITIGATING ACTIONS SINCE 2022 EXPLANATION
Failure to evolve service • Integration of high-growth offerings (Fluency) across Artificial
offering to clients other Group companies. Intelligence
• Formation of strategic partnerships to broaden service is seen as
The market in which the
offerings, e.g. Italy collaboration with EY, MCD Partners a potential
Group operates is highly
with Contentful and HubSpot to exploit their game
competitive and subject
complementary service offerings. changer to
to rapid change as
• Focus on investing in new skillsets (particularly creative, the service
audiences move online
strategic and digital) to provide integrated offerings to we can offer
and fragment. Agencies
clients. clients, which
must reorient their
• Investment in technology to better serve the needs of is both a
models to target
existing clients, e.g. development of Brand Desire Engine risk and an
audiences and reflect
client demands for more by Clear and Fluency, development of Living Brand  opportunity.
integrated solutions in Intelligence, Proximity Mapping, Living Segmentation
the more complicated technologies (Fluency), AI and web3.
marketing environment • Investment in our own sustainability practice and
and for more sustainable introduction of ESG-related objectives both to keep pace
solutions to respond to with client demands for advice on their ESG requirements
the climate emergency. and to meet client expectations on our ESG performance,
e.g. failure to meet emissions reductions required by the
UK Government will prevent us participating in its tenders.
• Targeted M&A will help add new capabilities to our
service offering.
People and talent – • Development of new Employee Value Propositions in Risk has
retention and some markets, i.e. defining and reinforcing the reasons reduced as
recruitment why current employees chose to join and remain with technology
the business. firms have
Employees remain our
• Talent mapping for senior positions, i.e. ensuring that staff stopped
greatest asset, and high
are in place to fill future talent needs and that this future offering
levels of employee
career progression is visible to them. high salaries
turnover are a principal
• Advertising all vacancies internally and launching a and have
risk. Highly skilled
global mobility policy to support employee relocations. released a
employees are vital to
• Launch of a work from anywhere policy, enabling lot of talent
building and maintaining
employees to work from a location of their choice for no during 2023.
client relationships and
winning new work. less than two weeks per year.
• Benchmarking salaries against industry standards.
• Supporting flexible working for our employees including
embedding ongoing hybrid working arrangements.
• Using the quality of our clients to attract talent, linking
their passions to the clients they will serve. 
• Creative use of employee benefits to offer a more
attractive workplace than competitors, e.g. support for
employee fertility treatment, extended leave provision for
mental health support, mental health first aid training,
extended parental leave, use of “stay interviews”, offering
money to employees to spend on a passion and inclusive
Bank Holidays in recognition of different faiths.
• Global mentoring programme to support employee
development and increase loyalty.
• Roll-out of new performance management toolkit
“Conversations that Count”.
• Continued focus on diversity, equity and inclusion
initiatives, which create a positive work environment and
provide opportunities for all to reach their potential.
• New incentivisation structures implemented where historic
put option arrangements have ceased.
58
RISK
MOVEMENT
Loss of key clients and • New business activity driven both by dedicated new Risk and
reliance on key clients business specialists but also agency management. mitigation
• Exploiting client leads from within the Group or from largely in line
A significant reduction in
networks outside the Group (e.g. SERMO global network with prior
spend by, or the loss of,
of PR companies to which Talk belongs). year, with
one or more of the
• Development and expansion of service offerings in customer
Group’s largest clients. If
high-growth areas. concentration
these are not replaced by
in many
new client accounts or an • Maintaining key client relationships by performing client
satisfaction surveys or other tools to track client sentiment.
 businesses
increase in business from
still quite
existing clients, it could • Maintaining close contact with the most important
high.
have a significant impact stakeholders at key clients so that we are seen as
on the business, revenues valuable partners.
and results of the Group. • Focusing on high quality and value-added deliverables
for key clients.
• Actively seeking cross-selling opportunities with clients.
System access • Continual monitoring, updating and globalisation of Although the

and security computer systems. number of
• Use of training programmes covering data protection attempted
As our product range
and awareness of cyber security risks for new joiners. cyber-attacks
expands and becomes
• Employment of staff with relevant expertise, e.g. manager appears to
more data and
dedicated to cyber security, security for Cloud be increasing
technology dependent,
environments and IT governance; hired a new Group IT and evolving,
so too does the risk of
Director with a security background. new
cyber-attacks which may
• Use of external security consultants (Business Compliance protections
cause the Group to suffer
and Risk Management (International) Limited) to advise have been
data corruption or lose
on ISO accreditation and risk management. put in place.
operational capacity.
Cyber incidents may • ISO22301 certification attained for UK entities.
cause significant • Striving to increase ISO27001 regime coverage for the
disruption and may critical areas of our technology infrastructure.
materially impact
business operations.
• Implementation of IT security features such as Mobile 
Device Management, meaning that lost or stolen devices
can be securely wiped of all data remotely; Okta, which
is a “best in class” identity management system; Egnyte
which provides secure file storage; eSentire which warns
of unusual network activity; Mimecast, which prevents
email-borne infections and reduces data loss by
archiving emails; use of a third-party security operation
centre to help identify network security breaches and
annual penetration testing to check for firewall issues.
• Insuring against cyber-risk for offices where minimum-
security requirements are in place.
• Distribution of cyber-questionnaires by Group IT to
confirm security status, with follow-up to be arranged
based on responses.
59
RISK
MOVEMENT
Compliance with laws • Strengthening of the Group’s central team including the Risk has
and regulation HR, Finance and Legal functions. increased
• Use of external legal counsel to advise on local legal and as clients
The Group is exposed
regulatory requirements. are more
to multiple regulators in
• Standardising HR and Finance policies and procedures concerned
various countries in which
within the Group. about
it operates. If the Group
• Where possible, active and positive engagement with compliance.
fails to comply with
applicable laws and regulators and trade bodies, e.g. discussions with the
regulations, the Group Institute of Practitioners in Advertising. 
may have to pay • Client contracts updated in response to recent
penalties or private developments in EU privacy laws.
damages awards. • Keeping up to date with changes in the law and
communicating these to the business.
• Keeping up to date with requirements on sustainability
reporting by attending webinars and subscribing to
email updates.
Physical security • Risk assessments carried out as appropriate and Risk has
dependent on location to understand business exposure reduced due
The risk from security
and to mitigate accordingly, e.g. our Issues specialism to mitigation
challenges such as theft,
works closely with international security advisors for actions taken.
bribery and corruption,
regional input, such as on travel risk and/or civil unrest,
terrorism and political
and uses iSOS to inform associated risk and mitigations.
activism due to our
geographic spread. • Making use of appropriate advisors to advise on higher
As a creative business, risk areas of the Group, e.g. MSS Global advising on risk
intellectual property theft management.
is a particular concern. • Use of specialist security operations teams in high-risk
locations.

• Vetting employees, suppliers or partners (and obtaining
security clearance where appropriate).
• Mandatory security training implemented for all UK
employees.
• Business continuity plan developed and communicated
to all UK employees.
• Card security system now implemented in our London
head office.
60
RISK
MOVEMENT
Reputation • Careful management of talent’s activities within the Talent Risk similar
group to ensure that they do not damage their own or the to last year.
The Group’s brand and
Company’s reputation. This is achieved by providing
name have value and
comprehensive upfront guidance, monitoring social
recognition and help win
media posts and as a last resort, if problems cannot be
clients. The M&C Saatchi
resolved, terminating relationships.
name is well known, and
our actions may be • Protocol in place for responding to media enquiries,
subject to public scrutiny reflecting the need for client confidentiality.
which is disproportionate • Use of a whistleblowing tool (Vault) to allow employees
to the size of the Group. to report any form of misconduct in the workplace. 
• Mandatory training for all UK employees on data
protection, security and compliance, which will be rolled
out to overseas offices.
• Strengthening of corporate governance and the Group’s
legal function.
• Standardising policies and procedures around the world.
• Using a strategic financial and corporate communications
advisory firm, Headland Consultancy.
Global footprint • Investing in technology to allow us to work remotely from Risk has
higher-risk regions. increased
Risks arising from
• Constant planning and review of project security, due to
operating in certain
information and cyber-risk management protocols in increased
geographic regions which
higher-risk regions. number of
potentially endanger our
• Continuing to review and update our business regions with
employees or restrict our
geopolitical
ability to trade. Security contingency plans.  tensions.
challenges such as • Use of tax and legal advice in advance of entering new
bribery, corruption, territories.
terrorism and political • Using external security consultants to advise on higher-
activism are risks due to risk areas of the Group.
our size and our • Avoiding certain pitches in higher-risk markets where an
geographic spread. agency is not confident that bribery will not be involved.
61
Engagement with
stakeholders
The Board’s decisions are guided by what is most likely • We launched a new Group-wide intranet platform,
to promote the success of the Company in the long term providing a single place for colleagues to access
through creating sustainable value for shareholders information and collaborate with one another.
and contributing to wider society.
• We launched new communications channels,
In order to run a successful business, it is essential including a monthly senior leadership update
that we speak to our investors, clients, suppliers and call, monthly all-employee blog and quarterly
employees. We take time to engage with, and listen all-employee video update series.
to, the views of our stakeholders to shape our decision-
making and to continue to improve the operations • We continued our global mentoring programme,
of the Company. with a further 51 partnerships created. The scheme
matches employees who are keen to progress with
EMPLOYEES mentors in other parts of our global business who
have relevant experience or skills to share.
We acknowledge people are fundamental and core to
our business and the delivery of our strategic ambitions. • We created a community amongst our people
We refreshed our people strategy at the start of 2024, managers by running our first ever global people
which now focuses on these three key areas: manager development programme, bringing
• Democratising diversity, equity and inclusion together 50 managers from across the global
– refocusing our diversity, equity and inclusion business.
efforts to be more targeted and more scalable. • Our confidential whistleblowing tool is available
• Fuelling our global efficiency programme – to all employees globally, with the aim of
supporting the transformation programme that embedding a culture where concerns can be
is setting the Company up for its next chapter. raised freely. This led to three complaints being
• Turbo-charging talent – evolving our talent raised and thoroughly investigated. Two-way
attraction, movement, and growth interventions communication was enabled with the people
to support our business strategy. raising the complaints, via the platform itself.
How the Board Engaged in 2023 The global people strategy is complemented by local
strategies that are specific to each region or company in
• Louise Jackson is the appointed Non-Executive
the Group. These local strategies vary but typically have
Director responsible for workforce engagement.
a focus on topics like talent attraction, employee
• Relevant people data including the output of staff wellbeing and training. It is also common for them to
surveys are shared with the Board. include important initiatives such as the creation and
• Zillah Byng-Thorne, Executive Chair, travelled to operation of employee-led networks, representing the
the US, Australia, Singapore and Malaysia during views and needs of underrepresented groups. These
the year as part of her engagement with the networks are a critical part of shaping our culture, driving
Group. In each of these markets, she participated changes to policies and ways of working and curating
in Q&A sessions with the local employees. learning events. The localised people strategies will also
• In addition, the Executive Chair ran a programme place an emphasis on employee communication –
of monthly and quarterly staff communications typically including email updates from leadership and
including an all-staff video, Snapshots, quarterly town hall style briefings.
and, a monthly senior leadership briefing.
CLIENTS AND BUSINESS PARTNERSHIPS
How the Group Engaged in 2023
• In 2023, we ran our second annual global employee We have a diverse client base across geography, sector
engagement survey. The survey was completed by and specialism. These include the world’s leading
76% of the Group’s workforce (increased from 69% in commercial brands, new challenger brands, start-ups
2022) and provides rich data on our strengths and and departments across established democratic
opportunities, in relation to employee engagement. governments. Partnering with our clients to meet their
The survey results are accessible by both the Board needs is the core focus and is critical to the success of
and the leaders in each of our businesses and have each of our businesses. Client teams also continue to
led to appropriate action plans being created at engage with both their clients and the broader sector, in
both a global and individual company level. order to innovate and improve our products and services.
62
How the Board Engaged in 2023 • Direct consultation with shareholders: The Chair of
the Remuneration Committee engaged with the
• The Board is regularly briefed on key
largest shareholders following the voting outcome
developments across the Group’s specialisms,
at the Company’s Annual General Meeting to
including the client pipeline as well as on new
gather views on key remuneration matters.
and existing client relationships.
• During the year, the Executive Chair met with • The Board is available on an ad hoc basis if key
intermediaries in both the UK and the US; while shareholders want to discuss anything in relation
when in Malaysia, Singapore, Sydney and the US, to the Company.
the Executive Chair met with major clients and How the Group Engaged in 2023
competitors to understand the wider market
landscape and the key priorities for clients in the • Our Annual Report and Accounts are prepared
year ahead. each year to give shareholders details on the
Company’s strategy, the performance of the
How the Group Engaged in 2023 Group and the operation of the Board.
• Implementing a customer relationship • We maintain an up-to-date website and use an
management tool globally to consolidate client investor relations advisory practice to facilitate
engagement in one, integrated, real-time tool. clear and productive exchanges with shareholders.
• Client satisfaction surveys to ensure we continue
to meet client needs. • Key shareholders have access to ad hoc meetings
with Executive Directors and other members of
• Client networking events and outreach, led
the senior leadership team.
regionally to share thought leadership and
best practice in each of our specialisms.
SUPPLIERS
• Sharing new client wins and industry awards and
events to drive engagement across the diverse We have many suppliers throughout the Group and
range of our clients. work with those that are relevant to enable us to
provide services to our clients and to our Group, as
INVESTORS necessary. Our expectation is that our suppliers match
the Group’s values and culture.
The Board acknowledges the paramount significance of
fostering open dialogue, transparency and equitable How the Board Engaged in 2023
consideration for the Company’s shareholders. The • During 2023, we updated the Company’s
Executive Chair and Chief Financial Officer engage with Schedule of Matters Reserved for the Board
shareholders regularly throughout the year. to ensure that any key high-value supplier
How the Board Engaged in 2023 contracts would be brought to the attention
of and approved by the Board.
• The Executive Chair and Chief Financial Officer
met with major shareholders in person or How the Group Engaged in 2023
virtually following interim and full-year results • We are introducing a data management tool that
announcements. will improve our ability to identify and address
• As part of the Executive Chair’s onboarding at practices which are at odds with our values and
the Company, she met with most of the top ten culture, for example, corruption, bribery and
shareholders to gather their feedback around modern slavery, and to help ensure our suppliers
priorities. Key topics discussed in these meetings are committed to upholding ethical business
included business performance, the Company’s approaches.
capital allocation strategy, management
• We enter into contracts with suppliers to ensure
capability and succession planning.
their engagement on suitable terms.
• The Company held a Capital Markets Day on
8 February 2023. • We appointed a professional procurement
• The Directors attended the Annual General manager to assist with our management and
Meeting, which was an opportunity for all relationship with suppliers going forward.
shareholders to meet the Board.
63
Section 172
statement
As a matter of good Each Director of the Company listed on pages 99 to 102
understands their duties and acts in a way that, in
corporate governance and their judgement, promotes the success of the Company
for the benefit of all stakeholders, with due regard for
as Directors of the Company, the varying interests of different stakeholder groups.
we make this statement, The duties of the Directors of the Company, separately
as required by section 172 and collectively, include a duty to identify and engage
with identified stakeholder groups and ensure the
of the UK Companies Act interests of those groups are taken into account in
2006 and the Financial decision-making. Decisions shall incorporate input
from identified stakeholders and be taken with due
Reporting Council Corporate regard and consideration for the likely impact on them.
Governance Code 2018. The needs of our stakeholders and the consequences
of any decision in the long term are taken into
consideration by the Board when making decisions.
The differing interests of stakeholders are considered
in the business decisions we make across the Group
and are reinforced by the Board.
Engagement with our stakeholders is detailed
on pages 62 and 63 as well as in the corporate
governance statement on page 97.
The principal long-term risks to the Group are set out
on pages 57 to 61, together with the mitigating actions
explained on those pages detailing how the Directors
consider those risks and the resulting actions taken.
Set out below are examples of how the Board
considered certain matters and reached decisions,
demonstrating how they had regard for section 172
when discharging their decisions during the year.
In performing their duties during the year, the Directors
have had regard for the matters set out in section
172(1) (a)–(f) of the Companies Act 2006 as set out
below:
(a) the likely consequences of any decision in the
long term;
(b) the interests of the Company’s employees;
(c) the need to foster the Company’s business
relationships with suppliers, customers and
others;
(d) the impact of the Company’s operations
on the community and the environment;
(e) the desirability of the Company maintaining
a reputation for high standards of business
conduct; and
(f) the need to act fairly as between shareholders
of the Company.
64
DIVESTMENT OF ENTITIES THROUGH THE YEAR the relevant teams to different geographies. During
these discussions, the consolidation and rationalisation
Matters Discussed
of the Group’s property portfolio was also discussed,
The Board discussed proposed disposals of certain the impact of these changes on the communities we
entities within the Group in line with its strategy to operated in, our reputation in markets and the impact
simplify its operating structure and improve efficiency on clients and employees.
across the Group. In 2023, the Group disposed of its
shareholding in M&C Saatchi Spencer Hong Kong Outcomes
Limited, reduced its shareholding in M&C Saatchi AB The decision was taken to create a new centre of
and negotiated its disposal of M&C Saatchi Holdings excellence in South Africa and to further strengthen
Asia Pte. Limited, which completed in January 2024. our presence in India. In addition to this, we moved
Section 172 Considerations our office in New York to a cheaper and more modern
environment. It was also decided that, rather than look
(a), (b), (c), (e) and (f). to move offices in Sydney and London, the Group
How the Board Considered Section 172 would seek to sublet some of the excess space in these
offices. See pages 18, 24 and 25 for further detail on
For any disposals, the Board receives a paper the global efficiency programme.
assessing the impact of any disposal on the Group
and is provided with the reasons for the disposal, REVIEW OF STRATEGY
for example, does it fit with the long-term strategy
of the Company, whether it is loss-making and Matters Discussed
whether it is still financially justified. Any employee The Board undertakes reviews of the Company’s
issues will be highlighted and considered. strategy and is actively involved in reviewing and
approving changes which ultimately drive the future
Outcomes
of the business.
Decisions were made not to pursue some divestments
due in part to the impact on the employees and Section 172 Considerations
shareholders. However, the Group disposed of, and (a), (b), (c), (e) and (f).
reduced its shareholding, in a number of entities
across the group within Advertising and Consulting. How the Board Considered Section 172
In discussing the strategy, the Board received a
GLOBAL EFFICIENCY PROGRAMME series of papers throughout the year. These included
Matters Discussed updates on external market changes and the wider
environment. Consideration was given to the need to
The Board discussed the global efficiency programme evolve the way that the business worked with its clients
throughout the year to maintain oversight of the and suppliers in a changing marketplace. Discussion
workstreams, ensure that the programme milestones was also had on how best to retain employees as the
were met and that the Group’s operational business executed on its strategy.
performance was in line with the programme
and cost savings were on target to be achieved. Outcomes
Section 172 Considerations As a result of the strategy conversations, a new

communications strategy evolved with the aim of
(a), (b), (c), (d), (e) and (f). raising the awareness of the M&C Saatchi brand.
How the Board Considered Section 172 The new operating model was also approved as
part of the strategic conversations.
The global efficiency programme is a recurring
item on the Board agenda to ensure that the
Board is regularly appraised on the progress of
the programme. Consideration was given to the
impact on employees, clients and suppliers of locating
65
ENVIRONMENTAL, SOCIAL
AND GOVERNANCE (ESG)
(Please see pages 134 and 135 for the SECR Report)
In 2022, we made 12 commitments: six related to planet and six related to people. They covered both the way
we work operationally and the work we do for our clients. We have since realised that our planet and people
commitments are inextricably interlinked. Although we have retained the content of our commitments, we
have restructured them to better reflect our shared planet and people goals in a data-driven way, as well as
adding one new commitment that we believe is essential to delivering on the spirit of our other commitments.
What has changed:
2022 commitment wording New commitment wording

• Build climate-literate teams. • Build climate and DE&I-literate teams.
• Grow the % of revenue from planet-positive • Drive alignment with our planet and people goals
campaigns year-on-year. across our supply chains.
• Review the environmental approach of potential • Grow the % of overall revenue from planet and
new clients. people-positive campaigns year-on-year.
• Train our teams to champion DE&I and embed • Review potential new clients based on their impact
“conscious creativity”. on planet and people.
• Offer people and funding to organisations that have • Offer time and funding to organisations that have
a positive impact. a positive impact on planet and people.
• Collaborate with key partners to create campaigns
that support our people and planet ambitions.
We have also updated the wording of commitment 3 Sustainable Development Goals (SDGs) – the world’s
since last year to the following (see page 68 to learn blueprint for sustainable development. We are moving
why): towards more integrated reporting globally. We are
aware that some parts of our business are further
• Set an internal price on carbon and offset
ahead in some commitments than others, and there will
remaining emissions from our own operations
always be local legal and practical nuances that mean
by 2025 and across our value chain by 2030.
we will never have a fully standardised approach
This year, we are reporting against the revised across the globe to all issues. However, we will continue
commitments. Recognising the power of our business to drive consistency and improve our approach over
to ignite change across a range of different areas, time, in particular, improving how we are able to
we have mapped our approach against the UN measure and demonstrate progress.
Planet People
The way we work The way we work
1. Set a net-zero target, in line with the SBTi Net-Zero 4. Evolve how we recruit, develop and reward
Standard. our people to address under-representation.
2. Reduce our Scope 1, 2 and 3 emissions by 50% 5. Create an inclusive experience where all can
by 2030. flourish, perform and belong.
3. Set an internal price on carbon and offset 6. Inspire and support people from under-
remaining emissions from our own operations represented groups to start careers in the industry.
by 2025 and across our value chain by 2030.
Planet and people
The work we do
7. Build climate and DE&I-literate teams.
8. Drive alignment with our planet and people goals across our supply chains.
9. Grow the % of overall revenue from planet and people-positive campaigns year-on-year.
10. Review potential new clients based on their impact on planet and people.
11. Offer time and funding to organisations that have a positive impact on planet and people.
66
COMMITMENT 1: SETTING A NET-ZERO TARGET WITH We are now working on developing a net-zero target
THE SCIENCE BASED TARGETS INITIATIVE (SBTI) that we aim to have validated by the SBTi within the
next 12 months.
In December 2022, our near-term science-
based target was validated by the Science
COMMITMENT 2: REDUCE OUR SCOPE 1, 2 AND 3
Based Targets initiative. The Science Based
EMISSIONS BY 50% BY 2030 (COMPARED TO 2019
Targets initiative (SBTi) is a global body
BASELINE)
enabling businesses to set ambitious emissions
reductions targets in line with the latest climate A note on our emissions: Given that
science. It is focused on accelerating companies we undertook some disposals
across the world to halve emissions before 2030 and during 2023, we have calculated
achieve net-zero emissions before 2050. our emissions using the business
footprint and headcount as of 30 September 2023, the
We have therefore committed to reducing both our
date which we considered most representative of our
absolute Scope 1 and 2 greenhouse gas (GHG)
business footprint during 2023. We have therefore used
emissions 50% by 2030 from a 2019 base year, and
full-year data for all entities that were part of our
absolute Scope 3 GHG emissions from purchased
business on that date.
goods and services and business travel by 50% within
the same time frame.
Scope 1 and Scope 2 – Global Data Summary

Environmental KPIs Units 2019 2020 2021 2022 2023
Energy consumption (MWh) MWh 4,597 3,378 3,160 3,256 3,212
Natural gas MWh 667 399 402 525 384
Other fuels MWh 263 170 220 123 409
Purchased electricity MWh 3,667 2,809 2,537 2,608 2,419
Of which renewables % 34% 31% 38% 35% 40%
Greenhouse gas emissions (location-based) tCO2e 1,955 1,497 1,286 1,374 1,331
Scope 1 tCO2e 184 116 125 131 164
Scope 2 tCO2e 1,771 1,381 1,162 1,243 1,167
Greenhouse gas emissions (market-based) tCO2e 1,697 1,339 1,111 1,199 1,106
Scope 1 tCO2e 184 116 125 131 164
Scope 2 tCO2e 1,514 1,223 987 1,068 943
Scope 1 and 2 tracking against SBT % 0% 21% 35% 29% 35%
(% reduction from base year)
Total Scope 3 emissions tCO2e 33,463 - - - 37,356
Scope 3 tracking against SBT
(% reduction from base year) % 0% - - - 12% increase
Scope 1 and 2 Emissions data where applicable or make estimates based on

headcount and floorspace data. Emissions reported
In 2023 our Scope 1 emissions were 164 tCO2e, and
above are calculated using both the location-based
market-based Scope 2 emissions were 943 tCO2e. and market-based methods, using an operational
This is in line with our science-based target. control boundary.
Methodology: The GHG Protocol Corporate Accounting In our 2022 Annual Report and Accounts, we reported
and Reporting Standard was used to calculate our that our Australia offices would be purchasing
emissions. Consumption data was converted to GHG renewable energy from 2023 onwards. We have since
emissions using 2023 BEIS emissions factors and 2023 discovered that this was a misunderstanding based on
IEA emissions factors for non-UK grid electricity. Where a misreading of information from their energy supplier.
primary consumption data could not be retrieved from Our Australia office has budgeted for renewable
certain entities, we chose to either input last years’ energy for 2024.
67
In 2024, we expect our emissions to further reduce as a related) emissions from media spend is an industry-
result of consolidation of our offices globally. We are also wide issue. The GARM project (Global Alliance for
exploring opportunities to purchase more renewable Responsible Media) at the World Federation of
energy as electricity contracts come up for renewal. Advertisers is due to release industry guidance to help
address this issue in 2024, which we hope to adopt.
Scope 3 Emissions
2023 is the first time we have measured all our Associates (franchises and investments under the
material Scope 3 emissions, since undertaking our 2019 GHG Protocol)
baseline analysis for our science-based target To ensure that we are able to measure emissions and
submission with the SBTi, and is a major focus for us encourage sustainable behaviours from our associate
going forward. The majority of our Scope 3 emissions businesses, we have developed an ESG Policy and
are in purchased goods and services (see below), Code of Conduct for Licensees and built it into our
business travel (see below) and commuting and contracting process for our associate businesses.
teleworking (1,245 tCO2e).
COMMITMENT 3: SET AN INTERNAL PRICE ON
The method for calculating our Scope 3 emissions
CARBON AND OFFSET REMAINING EMISSIONS
aligned with the GHG Protocol Scope 3 Standard.
FROM OUR OWN OPERATIONS BY 2025 AND
For category 1: purchased goods and services, a
ACROSS OUR VALUE CHAIN BY 2030
spend-based approach was used. For air travel,
Defra emissions factors were used against individual
flight data.
Business Travel
Despite implementing a new Business Travel Policy Reflecting New Greenwashing Guidance
with air travel as a last resort in September 2023, our
In light of updated greenwashing guidance from the
air travel emissions have increased considerably and
Advertising Standards Authority related to terms such
we have not met our target for our emissions
as “carbon neutral”, we have reworded our planet
reductions requirements for 2023. In 2023, our air travel
commitment 3 to focus on the actions we are taking
emissions were 4,363.3 tCO2e. This is partly due to
to reduce our emissions:
growth in those parts of our business where we have
to travel to deliver against client requirements (e.g. Old wording
Sport & Entertainment and Global & Social Issues). • Be carbon neutral across our own operations
We are undertaking further analysis of why this is, and by 2025 and across our value chain by 2030.
how we can better address the issue. In the meantime,
we will increase our purchase of SAF certificates New wording
(Sustainable Aviation Fuel certificates) as part of • Set an internal price on carbon and offset
our offsetting programme under commitment 3 remaining emissions from our own operations
(see below), as well as create an internal price on by 2025 and across our value chain by 2030.
carbon to help drive behaviour change.
We are currently working on our strategy to introduce
Purchased Goods and Services an internal price on carbon to deal with our most
This year, we have commenced annual measurement material emissions, which we aim to report on in 2024.
of our purchased goods and services footprint. Our Our Approach to Offsetting in 2023
emissions from purchased goods and services (regular
spend) are 6,207 tCO2e and from purchased goods We promised to offset our 2022 Scope 1 and 2 footprint
and services (media spend) are 24,295 tCO2e. Since our through purchasing Gold Standard verified removals
baseline analysis for 2019, we have improved our data offsets in 2023. Responding to news coverage over the
collection coverage and approach to estimating this efficacy of offsets, we switched to a portfolio approach
category of emissions, so comparisons to previous for addressing our 2022 emissions. Our 2022 portfolio
estimates cannot be made. As you will read on pages addresses emissions closer to their source (business travel
75 and 76, our sustainable supply chain management and renewable energy) and enables greater scrutiny
programme is now underway, and we look forward of their impacts. We have based our approach on the
to publishing the first results of this work in our 2024 cost of purchasing Gold Standard removals offsets
report. Accounting for activity-related (versus spend- (US$52 per tCO2e and exchange rates of 31 March 2023).
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In 2023, our portfolio included: include palm oil and PFAD, and they provide written
evidence that the feedstock is certified against
• Purchasing accredited Scope 3 Sustainable
either ISCC or RSB Certification criteria and
Aviation Fuel (SAF) certificates (which reduce
meets all specifications and requirements set
rather than offset the release of GHG emissions
in EU RED II Annex IX.
on a lifecycle basis).
• Becoming a member of a co-operative that The SAF certificates we have purchased are equivalent
part-owns a solar power project with additional to an estimated 25 metric tonnes CO2e emissions
biodiversity benefits for the lifetime of the reductions claims for the reporting year.
solar farm. At the same time, we are playing a role in the
• Purchasing forest protection offsets with additional decarbonisation of this hard to abate sector, by
biodiversity benefits to match our 2022 footprint. sharing our knowledge of the SAF sector with our peers
through formal and informal events and conversations.
We have also continued to offset dispatch and ground
transport emissions booked through our central travel Solar Farms and Offsetting
service through a World Land Trust verified carbon
We have become a member of a co-operative that
offsetting project that has additional biodiversity
part-owns a solar power project at Derril Water for
benefits. We have selected the World Land Trust
the lifetime of the solar farm. In doing this, we have:
based on their in-depth responses to the three key
controversial issues raised in the press which appear • Ensured any credits associated with the electricity
transparent and outline the measures they have in produced by our share are retired separately and
place to minimise the risk of these issues occurring in not available for purchase on the REGO market
their projects. We will continue to scrutinise this area (to ensure that they provide a degree of
and look forward to more objective global guidance additionality to the grid).
being released in regard to this sector. • Chosen a partner that creates additional
Why is SAF Important? biodiversity benefits on the solar farm site.
Our Scope 3 emissions associated with flying are a Instead of purchasing carbon removals forest offsets,
sustainability challenge. While we have commitments we switched to forest protection offsets to match our
to reduce the amount we fly, some air travel 2022 footprint. Reflecting how we have offset dispatch
associated with our work is unavoidable, and the only and ground transport emissions we have selected the
available solution for cutting emissions from long-haul World Land Trust based on their in-depth responses to
travel is through the use of Sustainable Aviation Fuel the key controversial issues raised in the press.
(SAF) certificates. These are certificates for lower
carbon fuels. COMMITMENT 4: EVOLVE HOW WE RECRUIT,
DEVELOP AND REWARD OUR PEOPLE TO ADDRESS
The SAF certificates relate to auditable Scope 3 UNDER-REPRESENTATION
emissions reductions claims. However, SAF currently
cannot be used to account for reductions in corporate Addressing under-representation
Scope 3 category 6 emissions, as no clear methodology within our overall workforce, and
exists under the Greenhouse Gas Protocol. While the most acutely amongst our
SAF these reductions relate to will not be used in the leadership positions, is a critical
exact aircraft we fly in, it has displaced the same cornerstone of creating a diverse and inclusive culture.
volume of fossil fuel that an aircraft would normally It also links to SASB advertising and marketing
run on. SAF reduces emissions on a lifecycle basis material issue “Employee engagement, diversity and
compared to fossil fuel, using waste or renewable inclusion”. Moving forward we aim to share
feedstocks. aggregated data (where measured) on:
The SAF that is currently available on the market is • The increase in representation of under-
a “transition fuel”. We look forward to more scalable represented groups across the Group.
feedstocks becoming available in the coming years. • The increase in representation of under-
Our suppliers guarantee that the feedstock does not represented groups across senior leadership.
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Note that in this report (and in the 2022 report) we In the UK, we launched the pilot of a revised
tend to refer to our locations where we employ most performance management process, with toolkits
people, but we plan in future to share examples from and training to support both people managers and
a wider range of our businesses. employees, to help them feel equipped to have
meaningful performance conversations. The four-
Recruitment
stage performance cycle, called “Conversations that
We continued advertising vacancies openly across Count”, guides all employees through four important
our UK, Australian and South African businesses, conversations that are essential to their performance,
providing colleagues with the opportunity to pursue career development and wellbeing. The pilot saw four
varied career routes across our different companies. of our agencies launch the process, with over 40 hours
of training delivered to employees. In 2024, we are
In the UK, we also continued mandating diverse
rolling this out to all staff.
candidate shortlists for all senior vacancies to help
achieve better diversity in our leadership positions In the UK, we rolled out a series of behavioural and
in the longer term. wellbeing focused training, available to all employees.
Each month, all employees can access training on
Development
developing themselves and building confidence
In 2023, we launched our second global mentoring around subjects, including dealing with imposter
programme. Continuing the success from our pilot, syndrome, being more self-aware, and learning to
the programme enabled 51 people from across our communicate better. In 2024, we have 12 more sessions
businesses to be paired with an experienced mentor, planned to cover more subjects, with the addition of
usually from another company and country within more skills-based training, for example, influencing
the Group. This year, we wanted to target female skills, negotiation, and presentation skills.
under-represented talent, and now 73% of mentees
In Australia, we launched a manager training
are female. The scheme does not specifically focus
programme led by internal leaders. The first module
on discussing challenges associated with under-
is on recruitment and onboarding aimed at upskilling
represented talent, however, we have found that
mid-level managers on removing bias from our hiring
many of the participants request support with issues
process and delivering a best-in-class onboarding
particular to under-represented groups (e.g. female
experience. The eight-module programme aims to
working parents).
arm our managers with policies and processes that
In March 2023, we launched our first ever global reinforce our expected behaviours and values.
manager development programme, aimed at
Reward
equipping managers with the necessary skills to
lead in today’s context. Sixty-seven percent of the To help us attract and retain working parents and
participants are female, supporting our desire to invest foster a more inclusive culture, our UK businesses
in the progression of women into leadership roles and launched new family-friendly policies in July 2023.
create equal representation. The programme teaches These policies include:
all participants how to lead teams in an inclusive way,
• Enhanced paid family leave, with reduced
further benefitting the overall experience of our teams.
eligibility requirements.
We plan to develop the programme’s content and
make it accessible to all people managers globally. • Enhanced shared parental leave package,
to allow employees greater choice around
As a response to our 2023 engagement survey, we
how childcare in the first year is organised.
delivered two training sessions for people managers
globally, on subjects that surfaced as priority areas • Support for those embarking on fertility
for improvement, such as giving feedback and treatment, with an interest-free loan and up to
empowerment. All people managers were invited to five days’ paid leave per fertility cycle each year.
these sessions to develop confidence in empowering
In Australia, we:
their teams and giving both positive and
developmental feedback. We will plan to deliver • Continued to support both parents of newborns
similar sessions on the back of the results of the 2024 with a gender neutral policy of 12 weeks’ paid
engagement survey. leave for both primary and secondary carers.
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• Launched, and are trialling, a new policy which • A gender pay gap of 20.0% (2022: 19.5%) based
entitles employees who fully utilise their annual on median pay gap figures which indicate the
accrued leave to unlock additional days. difference between the midpoints in the range
of male and under-represented gender identities
In South Africa our businesses support parents with:
hourly pay.
• Four months’ fully paid parental leave for the • A 6% increase in the proportion of women
primary care giver in the family (gender neutral). and under-represented gender identities
• A new shortened workday during a parent’s first in the upper quartile.
month back at work. • A 5% increase in the proportion of women
in the lower-mid quartile.
• A new programme where returning parents are
paired up with another working parent to access Our gender pay gap reports are available on our
support and advice as they find their feet in the website (www.mcsaatchi.london).
first month back at work. Leadership in Australia
Diversity Data In Australia, we have purposefully restructured the
In mid-2023, we ran our second global employee Exco throughout this year, to ensure it is now gender
engagement survey “The Loop”, inviting all employees equitable with 50:50 gender representation.
to share their experiences of working in the Group. Diversity in South Africa
The survey gives employees in four of our key regions
the ability to disclose demographic data relating to In South Africa, our workforce profile is in line with
their identity. Though it was voluntary, over 80% of government targets, focusing on under-represented
those who completed the survey opted to share those groups.
details. This provides us with data with which to Our performance against those gender and ethnicity
measure and monitor representation at different targets is as follows:
levels of seniority over time.
• Target = 60% female; Actual = 62% female.
In The Loop survey of June 2023, the UK workforce • Target = 60% Black; Actual = 70% Black.
included 59% under-represented gender identities
(including women, non-binary and prefer to self- Our South African businesses are also Level 1 B-BBEE
describe) and 20% of employees from under- (Broad-Based Black Economic Empowerment)
represented ethnicities (compared to 23% in the 2023 certified across the group of companies. This is the
IPA Agency Census). In January 2023, we also reviewed highest level of attainment.
our UK leadership team data, which consisted of 40% The success of our DE&I efforts has been evident in
female employees and 16% under-represented M&C Saatchi Abel keeping a B-BBEE Level 1 position
ethnicities. for over nine years.
UK Gender Pay Gap Our Board
Our UK gender pay gap for 2023 mean average There have been a number of changes to our Board since
shows a moderate improvement, and the median our last report. See pages 99 to 102 for Board details.
has worsened slightly. This year, we have made
our reporting more inclusive by including under- COMMITMENT 5: CREATE AN INCLUSIVE
represented gender identities alongside women, EXPERIENCE WHERE ALL CAN FLOURISH,
including non-binary and those identifying as women. PERFORM AND BELONG
Our data snapshot on 5 April 2023 showed:
Our employee-led networks (ELNs)
• A gender pay gap of 26.1% (2022: 26.4%) have proven to be increasingly
based on mean pay gap figures which influential in the development of our
indicate the difference between the average policies and culture and have been
hourly rates of male and under-represented set up in our major business locations. Each network
gender identities pay. runs regular, well-attended events and programmes:
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UK This includes eight one-on-one sessions (per

presenting issue) with psychologists and trained
The Heritage Network (representing Black, Asian
mental health professionals when needed.
and minority ethnic communities) delivered:
• An array of initiatives to support our people’s
• A Black History Month exhibition “Black & Bold”, physical wellbeing, including yoga on the roof,
in partnership with Harrods Racial, Equality and run club, football squad and nutritional advice,
Diversity network. as well as breathwork sessions to improve
• An Eid exhibition at our London head office, mental wellbeing.
exhibiting Muslim artists. AUSTRALIA
The Family Network (representing parents and carers) Our Australia/New Zealand businesses have an
delivered: expanding range of ELNs to support and engage
• The annual family morning during October their people.
half-term with over 60 children attending. Femme&C was set up to champion women and to
• A returners’ workshop for primary carers. create a practical suite of tools to support thought
• Collaboration with HR on a new parental and action in both their personal and professional
leave policy which launched in July 2023. lives. As well as running events, the ELN has also
helped inform a number of leave-related initiatives,
The Proud Network (representing the LGBTQ+ including: equal and gender-neutral paid parental
community) championed: leave, adoption and fostering leave, personal and
• LGBTQ+ History Month: online talk from carer’s leave, special compassionate leave for
Alexis Caught. miscarriage and stillbirth, and perimenopause/
menopause leave.
• Trans Awareness Week events/panels.
• Awareness and fundraising for World Aids Day. Queer&Proud (LGBTQIA+ ELN) were heavily involved
in Sydney WorldPride. They are now working on
The Together Network (representing those with activating other key moments in the queer calendar.
mental health and accessibility issues) delivered:
Parents @ M&C Saatchi have run a range of
• A partnership with Self-Space providing access initiatives including:
to group therapy sessions for colleagues.
• World Infant, Child and Adolescent Mental
• Mental health first aiders, to support the
Health Chat with Dr Nicole Wheeler, exploring
employee group.
common signs that indicate if children need
• Fitness classes via Third Space. support and why they might be struggling.
The Juniors Network (representing those starting out • A Mothers’ Day event.
in their careers) ran: • A parknic/cafenic for parents and their children.
• Multiple social events throughout the year to foster • Sharing tips and information about issues that
community and support for early-stage creatives. affect families and parents.
The Enable Network The Wellbeing ELN has been launched to explore
In 2023, the UK launched the Enable Network (a new a range of wellbeing issues. So far they have
ELN), which aims to increase inclusivity of those with introduced:
neurodiversity or disability. This network ran its inaugural • Sun-safe skin checks.
event – a well-received ADHD Awareness Workshop.
• Confidential managing of mental health
SOUTH AFRICA support sessions for managers.
We support the holistic health of our people at work • Free flu vaccinations.
through our Thrive mental and physical wellbeing • Outdoor meetings, including the “Botanical
programme. This includes: Gardens Loop”, which has been added to
• Automatic staff access to Discovery’s Healthy Google Calendar to book meetings or chats.
Company programme, which helps drive mental, • LADS ON TOUR, to support Men’s Health Week
emotional, physical and financial wellness. in a healthy environment.
72
• Men’s mental health speaker sessions, with programme open to anyone who wants to learn more
representatives from RUOK?, and an internal about our industry. Its mission is to help remove
“recovering business email addict”. barriers for anyone starting, shifting or returning to a
career who does not have the support, connections or
Australia has also launched a new BIPOC ELN (to access to do so. Weekly seminars, where speakers
represent Black, Indigenous and People of Colour from across the Group share their knowledge and
communities) as well as a Climate Action ELN to help experience, are open to all. Participants have the
inspire better practices and drive meaningful change. opportunity to apply what they have learnt on a live
Training brief, receive a CPD accredited certificate and apply
to be considered for a future role with the Group.
In the UK we organised: Since its launch in 2020, Open House has reached
6,322 people, aged 16–60, in 101 countries, with M&C
• A mandatory learning programme on inclusive
Saatchi employees from the UK, the US and Australia/
leadership for all UK Chief Executive Officers and
New Zealand delivering sessions. Our 2023 Open
some other senior leaders. This included a core
House programme was the biggest to date. So far,
learning programme, one-to-one coaching,
we have made 20 permanent hires, plus four
and most recently a 360-feedback report
apprenticeships and nine internships.
that focused entirely on inclusive leadership
behaviours. In the UK, the diversity data for the programme has
been outstanding, with 73% female, 40% from ethnic
• A partnership with Fearless Futures to pilot minority backgrounds, 23% from the LGBTQIA+
conscious inclusion training for employees. As a community, 17% identifying as a person with a
result of our 2022 pilot, we rolled this out further disability, 1% identifying as transgender/gender
in 2023, and new joiners and hiring managers diverse or as someone with a trans history, and
across the business completed the training. In 52% with parents who did not attend university.
2024, we will continue to train new joiners and
open up training opportunities for employees Open House Australia
and managers. Our 2023 Australian Open House programme had
around 500 participants registering for weekly
In Australia, we continue to ensure that unconscious
sessions. Of the people who completed our voluntary
bias training is mandatory as part of onboarding, as
DE&I survey as part of the sign-up, we saw a big
is the induction to our six ELNs.
increase in diversity in comparison to what we
In order to measure the overall effectiveness of our normally experience through our more regular
initiatives to help create an inclusive experience, in day-to-day recruitment processes.
2024 we will be measuring: In summary:
• The decrease in the gap between engagement • 27% of our applicants were older than the
and inclusion amongst under-represented groups average industry age of 34 years.
and well-represented groups, using data from • 2.6% were First Nations people.
our employee engagement survey (The Loop).
• 77% identified as an ethnicity that did not
• The increase in the percentage of SLT who meet include “Australian”.
or exceed The Loop benchmark for inclusive • 9% identified as having a visible or non-visible
leadership. disability.
• 21% identified with an under-represented sexual
COMMITMENT 6: INSPIRE AND SUPPORT PEOPLE orientation.
FROM UNDER-REPRESENTED GROUPS TO START At the completion of the course in November, we
CAREERS IN THE INDUSTRY selected eight interns for the two-month paid
internship. They were placed across the different
M&C Saatchi divisions within the Group. Seven of these interns
Open House is a have already been placed into permanent positions.
free eight-week These are people we do not believe we would have
online training found otherwise.
73
Carbon Academy In the meantime (see commitment 9 below), we

have introduced a requirement for our businesses to
In 2022, we ran a Carbon Academy in collaboration
measure the percentage of revenue they generate
with the University of Greenwich, aiming to help
from planet-positive and people-positive campaigns,
address the gender imbalance in creative roles.
with associated growth targets. We are measuring this
In 2023, we created an Alumnae group on LinkedIn
through our finance system. The commitments below
to collaborate as a creative community of mentors
are part of our contribution towards creating the future
and mentees, sharing opportunities such as the
we all want to live in.
“Art for Change” prize.
University of Greenwich Degree COMMITMENT 7: BUILDING CLIMATE
AND DE&I-LITERATE TEAMS
As a natural evolution of the Carbon Academy
collaboration, we co-designed a Creative Advertising
and Art Direction BA (Hons) degree which launched in
September 2022. The modules we helped develop were:
• Year 2 Ideas Lab 2023, where students come into
the agency in three-hour four-weekly rotations to
experience life in the industry and are mentored
by creatives on a client and D&AD brief. One
creative team will be offered a one-month
paid summer placement in summer 2024.
• Year 3 Black Book 2024, taught in the studios
at Greenwich, with guest appearances by an Marketing and communications professionals can
extended creative team of industry professional only step up to meet the demands of the transition to
contacts. a planet and people-positive future if they have the
Following the ongoing success of these initiatives, in relevant tools and knowledge. This also links to SASB
2024, we are introducing new metrics for measuring advertising and marketing material issue “selling
the related social impact. Going forward, our practices and product labelling”. As a global business,
measures will be: with challenges that vary across countries and regions,
we are seeking to do this in a way that is responsible
• Increase in number of Open House registrations and authentic.
from under-represented groups.
• Increase in the number of people from under- In 2022, we purchased two leading on-demand
represented groups finding roles in the industry self-directed learning packages for our teams across
after the completion of Open House. the globe: #changethebrief training from Purpose
Disruptors and Ad Net Zero Essentials Certificate
Commitments 7–11: Creating the future we want training. In 2023, we also undertook work with external
to see through advertising and communications partners to unearth what conscious creativity means
We want to be part of growing a future we all want to internal teams globally and help us understand the
to live in, not just for moral and ethical reasons, but opportunities and challenges for producing people-
also because history tells us that businesses that drop positive work for clients, with the initial aim of
behind the curve will struggle the most to catch up. undertaking standardised training across the business.
By far the biggest impact we have as an industry is in However, engagement in standardised training has
the work we do for our clients and the impact of our been mixed across our business. We have started
work in driving sales of the goods and services they changing our approach to building climate and
produce. However, the industry has not yet developed DE&I-literate teams, with teams encouraged and
a set of associated standards for our sector to apply supported to up-skill in a variety of ways, including:
to our work. We are using our voice at the Institute
for Practitioners in Advertising and the Advertising • Provision of formal training packages on request.
Association to advocate for a consistent and • Group-wide “growth sessions” on key issues such
meaningful approach to this issue. as greenwashing and DE&I.
74
• Specific “growth sessions” (e.g. greenwashing COMMITMENT 8: DRIVE ALIGNMENT WITH

versus great work) for key teams and locations. OUR PLANET AND PEOPLE GOALS ACROSS
• Specific country-related initiatives (e.g. we have OUR SUPPLY CHAINS
signed up to the Mayor of London’s Design Lab
programme, which involves designing solutions
to help employers tackle under-representation in
the city and build more inclusive communities).
• Encouraging our businesses and teams to set
sustainability-related KPIs for their people.
• Inviting our people to join our planet-and-people
employee-led networks (ELNs) in person and on
our internal engagement platform (Huddle).
• Opening up our Global Sustainability Taskforce
to a wider group of participants.
We know that the majority of our impacts are in our
• Encouraging sharing of projects and ideas. value chain. While we already had good practice in
• Regular colleague communications related a number of areas of purchasing (e.g. in direct food
to key things our teams and their clients need and service suppliers to our London office), in 2023 we
to know about sustainability and DE&I. undertook work to start getting our formal sustainable
supply chain programme underway. In 2023, we:
In 2024, we will continue to adapt and refine our
approach. We acknowledge it is harder to track • Procured an ESG data management system to
engagement with these programmes but hope to help us contact suppliers and request, assess
improve our understanding of their effects over time. and measure their performance against a range
We will be measuring: of ESG metrics.
• Tested the data management system by sending
• Instances of training delivered (and to whom),
out questionnaires to 250 suppliers of different
on how to deliver our people and planet
types and sizes, to develop and resolve learnings
commitments with confidence.
ahead of rolling out the initiative.
• Maintain zero substantiated external accusations • Finalised a new global Supplier Code of Conduct.
of greenwashing and diversity-washing.
• Built ESG requirements into our RFPs with
We also hope to introduce: strategic suppliers.
• An NPS score for training events, based around • Began building ESG requirements as a key pillar
confidence in delivering people and planet of major organisational change programmes.
campaigns. In 2024, we will:
• A question on The Loop (our employee
• Implement new processes to ensure all new
engagement survey) related to confidence
suppliers sign our Supplier Code of Conduct.
in delivering people and planet work.
• Identify our highest-risk suppliers across key
metrics (modern slavery risk, environmental
impacts, DE&I risk) and develop an action plan
to address those risks.
• Identify procurement areas where we can adopt
a “sustainability first” approach to suppliers and
develop and implement an approved suppliers
policy to support this.
• Set targets for specific metrics on a supplier
category basis, starting where we have most
control and impact. Targets we are considering
include: % of large suppliers with their own
75
science-based targets, % of suppliers that use Some of our clients are beginning to ask us for activity-
renewable energy, % of suppliers that audit their based data related to our work for them. Impacts in
own suppliers for modern slavery and health and our supply chain are a key part of this. We anticipate
safety issues, and number of suppliers that are this requirement growing over time.
led by under-represented groups.
In 2024, we will report against the following key metrics:
We are also considering a measure of % of suppliers
• % of supply chain signed up to our
that have an approach to DE&I that we consider
Code of Conduct.
appropriate (exact measure to be defined in 2024).
• % of supply chain responding to our
Our Supplier Code of Conduct covers: supplier questionnaire.
• Environmental impacts, including water, waste,
chemicals, biodiversity and GHG emissions, with a COMMITMENT 9: GROW THE % OF OVERALL
clear roadmap for introduction of science-based REVENUE FROM PLANET AND PEOPLE-POSITIVE
targets and reporting across all material Scope 1, CAMPAIGNS YEAR-ON-YEAR
2 and 3 emissions (sole traders and micro-
businesses are excluded from the roadmap
commitment).
• Human rights issues, including modern slavery,
forced labour, human trafficking, retention of
passports, debt bondage and child labour (this
does not include child work) as per international
labour standards.
• Supply of conflict minerals.
• A safe working environment for all workers and
subcontractors that is free of harassment and
We are defining our planet and people-positive
includes the right to collective bargaining.
campaigns separately. Due to the nature of some
• Minimum wages and working conditions, of our businesses and the work we do, we have
including fair treatment and freedom from historically produced more people-positive than
discrimination for all workers and subcontractors. planet-positive campaigns. We are therefore
• Whistleblowing. introducing the following measurement metrics:
• Business ethics and sound governance, including • % difference in overall revenue from planet-
corruption, conflicts of interest and privacy. positive campaigns year-on-year,
• Effective remediation for victims of violations of • % difference in overall revenue from people-
the code. positive campaigns year-on-year.
• Training of employees to understand and deliver
While we are planning for both planet and people-
against our code.
positive campaigns to form a larger part of our work
• A supplier commitment to use their best efforts over time, we are also aiming to elevate the status and
to implement these standards within their own number of planet-positive campaigns across our
supply chains. business so they are at parity with our people-positive
• A commitment from us to support suppliers campaigns.
in their efforts to comply with our code.
76
PLANET-POSITIVE CAMPAIGNS – OUR DEFINITION

A planet-positive campaign is one that furthers the wellbeing of the natural environment while promoting social,
economic and environmental sustainability. It furthers at least one of the aims of the environmental Sustainable
Development Goals (SDGs numbers 7, 12 and 13). It should avoid unintended consequences that materially affect
any of the other SDGs and promote a positive impact on society.
For a campaign to be defined as planet-positive, it must be able to demonstrate a provable reduction of negative
impacts versus the market or previous iterations of a product or service or way of usage, for example:
• Product/service: Less plastic in packaging, reduced water usage, shift to electric (versus petrol), circular production
techniques, lower-impact ingredients (e.g. plant-based food). Note: the enhanced environmental credentials of the
product or service do not need to be the focus of the communication.
• Behaviour: The campaign promotes behaviours which reduce the environmental impact of how we live
(e.g. recycling, frequency of travel, mode of travel, water usage, plant-based eating, use of renewables, etc.).
PEOPLE-POSITIVE CAMPAIGNS – OUR DEFINITION

Does this campaign improve people’s lives? A people-positive campaign is one that furthers the wellbeing of
individuals and communities, while promoting social, economic, and/or environmental sustainability. These
campaigns further at least one of the aims of the Sustainable Development Goals (SDGs) through diversity, equity,
and inclusion. It should avoid unintended consequences that materially affect any of the other SDGs and promote
a positive impact on society.
What is included:
• Campaigns, activities, and parts of campaign executions that are clearly designed to address a need aligned
with at least one SDG, that achieve clear and measurable people-related outcomes. They should have a clear
and positive impact on society, such as supporting organisations, non-profits or social impact organisations that
align with our own values or promoting inclusive and/or sustainable behaviour amongst citizens and customers.
What is definitely not included:
• Rebrands that have no specific campaign activations (unless the client measures engagement uplift as a result).
• Campaigns that have a negative consequence (even if unintended) that affect the delivery of other SDGs (e.g. a
campaign that aims to promote economic development and decent jobs (Goal 8) in the oil and gas sector would
not be considered people-positive because development of coal plants is not consistent with Goal 7 and Goal 13).
• Campaigns that may be exclusionary or insensitive to the needs of under-represented groups or perpetuates
harmful stereotypes.
• Campaigns which primarily have a planet-positive impact (these will be included under planet-positive campaigns).
We acknowledge that our definitions of planet and In 2022, we promised to deliver a carbon-neutral
people-positive campaigns are not scientific and, so campaign in 2023. However, regulatory bodies are
far, we only have six months’ worth of data. We are increasingly critical of undefined terms such as carbon
therefore using this six-month review opportunity to neutral. While we aim for all our productions to be
help us to understand our baseline and also to confirm as low carbon as possible, we no longer feel the
the accuracy and methodology used by teams when “carbon neutral” terminology is appropriate.
they include the planet or people-positive campaigns
tag in their financial reporting. We look forward to
reporting a full-year baseline in our 2024 report.
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COMMITMENT 10: REVIEW POTENTIAL NEW CLIENTS • 47% of clients had no net-zero targets, Scope 1
BASED ON THEIR IMPACT ON PLANET AND PEOPLE and 2 targets only, or targets that are reliant on
offsetting.
Climate risk exposure (this is our subjective view and
is subject to caveats expressed in our TCFD report):
• 25% facing a high degree of physical risk.
• 31% facing elevated transition risk.
People DE&I commitments:
• 94% have public commitments to DE&I.
• 61% report DE&I progress in a public-facing
report, based on a singular demographic,
company-wide and leadership-level statistic.
In 2022, we developed and launched our three-step • 42% report DE&I progress in a public-facing
check process plus a new client questionnaire for our report, against multiple demographics.
businesses and teams to use. The aim was firstly to
help teams make an informed decision when We understand that some companies will also be
considering new work with businesses that have high undertaking additional DE&I activities and reporting
negative environmental impacts, and secondly to internally.
help us better understand the role we can play with As well as helping us understand how our planet and
prospective clients in supporting their approach to people values are demonstrated by our clients, we
reducing their impacts. Our three-step check process anticipate that developing our analysis in this area will
included human rights issues such as modern slavery, help with future measurements of advertised emissions
health and safety and impacts on local communities as and when an industry-wide approach is agreed.
but did not include other people-related metrics. Some
teams have used these tools to help them navigate COMMITMENT 11: OFFER TIME AND FUNDING TO
difficult decisions. However, take-up of the tools has ORGANISATIONS THAT HAVE A POSITIVE IMPACT
been uneven. ON PLANET AND PEOPLE
In 2024, we will create a new process that explicitly
includes wider people-related metrics alongside an
approach to better embed this into our new business
processes. In the meantime, we are continuing to
support our teams to use the three-step check and
new client questionnaire.
In 2022, we also promised to implement a system to
understand and measure the environmental impacts
of the work we do for our clients. This work is underway
but by no means complete. In the second half of 2023,
we reviewed the following broad impacts related to
We offer people’s time and funding to a wide range
our largest clients: their emissions reductions
of initiatives globally that have a positive impact on
performance, their approach to climate-related target
planet and people. Although we have some excellent
setting and reporting, and DE&I commitments,
examples of projects, we do not yet have a streamlined
reporting and diversity statistics. The findings include:
approach to measuring either our inputs into those
Climate commitments: initiatives or the impacts of those initiatives.
• Clients working towards science-based targets: During 2024, we will put in place a system to start
29% had targets approved by SBTi; 9% had a to capture data on the following measures, with
commitment to set a target made with the SBTi the intention of increasing our impacts over time:
and 18% had science-aligned targets but not
• Pro bono campaigns, volunteering hours
verified by the SBTi.
and donations.
78
• % of organisations and initiatives where we 400 species of coral in the Great Barrier Reef and
set metrics on impact. ultimately all 800 species worldwide. M&C Saatchi
• % of organisations and initiatives where the Australia has so far donated A$200,000 worth of hours
organisations have set metrics on impact. to set up the project’s communications platforms and
global outreach programme.
In the meantime, here are some examples of initiatives
that we have funded and/or offered time to across the Reconciliation Australia
globe in 2023.
We have also partnered with Reconciliation Australia,
UK to create a reconciliation plan for a more structured
approach to building relationships and opportunities
Mentor Black Business
with First Nations people. As part of this plan, we are
We have supported Mentor Black Business (MBB) since committed to increasing our contribution to First
2020 and played a pivotal role in enabling its success. Nations suppliers to support better outcomes for
MBB exists to help Black-owned businesses in the Aboriginal and Torres Strait Islander peoples.
UK to thrive, giving free access to the best industry
South Africa
know-how and experience and providing tailored
advice on crucial business questions like how to The Street Store
develop a digital marketing strategy, optimise a
website or get started with online selling. We believe it In 2014, M&C Saatchi Abel launched the first Street
is the UK’s third largest corporate sponsored mentoring Store in Cape Town – a first of its kind pop-up shop,
programme for small businesses (behind Google and entirely rent-free and premises-free, where homeless
Digital Boost). In 2022, the number of businesses people could experience a dignified, free-of-charge
supported grew by 61% to over 1,900 and the team shopping experience. Street Store has since opened in
hosted 25 events and collaborated with 17 new over 210 cities around the world. It is estimated that
partners. In 2023, we saw further developments with over a million people globally have benefitted from the
50% of our financial support for MBB directed to not-for-profit initiative, which is entirely open-source
support the Black Business Incubator (BBI) project, and adaptable anywhere in the world. In 2023, we
operated in partnership with Somerset House and celebrated the 1,000th Street Store, with a store at the
sponsored by Morgan Stanley. Haven Night Shelter in Cape Town and the Salvation
Army in Johannesburg.
BBI aims to help early-stage Black entrepreneurs
unlock their full potential and allow their creative Our South African group of businesses have a
enterprises to thrive. The hybrid (in-person and virtual) strong focus on giving back to the community,
programme provides participants with monthly and offering people and funding to organisations
expert-led masterclasses, mentorship from industry that have a positive impact and promote community
specialists, free access to a co-working space and empowerment. Other initiatives include:
a variety of community events. This is based on the
belief that entrepreneurial success relies on being part • Giving R10,000 per month to ORT SA
of a supportive and inclusive creative community. Cape Foundation.
Australia • Helping Baphumelele and Bethany House

(orphanages in need of great help in our
The Forever Reef Project communities).
In 2023, M&C Saatchi Australia partnered with • M&C Saatchi Razor undertakes regular pro bono
Dr Dean Miller and the Great Barrier Reef Legacy on work for SADAG (South African Depression &
the ground-breaking Forever Reef Project at Cairns Anxiety Group).
Aquarium & Reef Research Centre. The project is to
• M&C Saatchi Levergy offers pro bono work
build a living biobank to create a backup facility for
for Phile Sonke and JAG foundation.
coral species – a living coral ark. It is currently
preserving coral biodiversity by housing living coral • M&C Saatchi Abel has created campaigns
specimens, including fragments, tissue samples and for NSPCA on the prevention of animal cruelty
genetic material. The project aims to collect all (“Animals Do What?”).
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Global Food & Agricultural Organization of the United

Nations (FAO)
Art For Change Prize
A number of our senior people are active as trustees
As patrons of The Saatchi Gallery, we once again ran
for non-profits and other organisations. For the last
our not-for-profit initiative, the “Art For Change” prize.
seven years, Robert Grace, Co-Founder and Chief
This year’s prize was climate-focused and invited
Strategy Officer of M&C Saatchi Abel in South Africa,
emerging artists from around the world to explore one
has been a voluntary member of a communicators
of the most urgent issues of our time and creatively
network co-ordinated by the Rome-based Food &
respond to the theme “Regeneration”. The total
Agricultural Organization of the United Nations (FAO).
number of entries increased by 20% from last year,
The network seeks to advance the communication
totalling 3,000, from artists based in 130 countries
agenda for the adoption of sustainable wood as a
within the Group’s key global regions (Americas, Asia,
scalable and meaningful solution in the fight against
Australia, Europe, Middle East and Africa and the UK),
climate change, engaging with researchers, scientists
with over 56% of them developing nations from within
and ecologists as well as architects, government
Latin America, Africa, Asia and Oceania. To ensure
stakeholders and other key decision-makers to help
sustainability ran through the prize, we purchased
achieve more effective outcomes.
Sustainable Aviation Fuel certificates and associated
emissions reductions that matched the air travel This year the network presented a global campaign
emissions from flying artwork and the “Art For Change” concept, developed by M&C Saatchi Abel, to raise the
finalists to London for the exhibition, and worked with awareness of sustainable wood, entitled “Grow the
suppliers that met our ESG requirements. Solution”, at the World Forestry Congress in Seoul. The
campaign concept was officially noted in the outcomes
Haining Wang from Beijing, China, was announced as
report from the congress and highlighted as a part of
the overall winner at a dedicated exhibition unveiling
the action points that should be adopted.
at The Saatchi Gallery, by Chair of Judges, Justine
Simons, London’s Deputy Mayor for Culture and the
Creative Industries. The evening included a panel
discussion with some of the leading voices in arts,
culture, and sustainability, who discussed the power of
global creativity to transform the conversation around
the climate emergency. Haining will receive a £10,000
cash prize, as well as having her winning artwork
displayed in The Saatchi Gallery alongside five
shortlisted artists, who will each receive £2,000. The
winning artworks open a conversation to examine this
year’s theme from different global perspectives, look to
create new stories of a liveable future, and empower
individuals and entities to act. It is a call to action for
meaningful change, recognising that there is no art on
a dead planet.
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TASK FORCE ON CLIMATE-RELATED DISCLOSURES

This is our second report in line with the recommendations of the Task Force on Climate-related
Financial Disclosures (“TCFD”), identifying climate change risks to and opportunities for the business.
Reporting in Line with the Recommendations of the TCFD
RECOMMENDED
DISCLOSURES OUR DISCLOSURE
Description of the During 2023, the Group Sustainability Committee met three times to discuss sustainability risks
Board’s oversight and opportunities and their solutions.
of climate-related Towards the end of 2023, we streamlined our approach to Board oversight of climate-related
risks and risks and opportunities, and in 2024, we will have a new structure.
opportunities.
• The ESG Leadership Team has been formed by the Board to oversee the Group’s ESG strategy
and embed appropriate ESG policies. Alongside the Audit & Risk Committee, it also has
responsibility for risk management of climate-related issues.
• The ESG Leadership Team meets quarterly and reports directly to the Executive Chair. It consists
of the Chief Financial Officer, Chief People and Operations Officer, Group Sustainability
Director, Global Head of Engagement and DE&I, and a Regional Chief Executive Officer
on quarterly rotation to ensure alignment with business practices and local strategies.
• The ESG Leadership Team will report directly to the Board twice a year.
• The Group Sustainability Director runs a Global Operations Sustainability Task Force with senior
representatives from our major divisions and regions and co-runs the Task Force for Planet
and People-Positive Campaigns, which is led and sponsored by a Regional Chief Executive
Officer. Task force members work with their leadership teams and employee groups to
develop and activate global strategies within their business areas.
• The Board monitors and oversees progress against goals and targets for addressing climate
issues through two mechanisms: through Chief Financial Officer membership of the ESG
Leadership Team and through discussions at the Remuneration Committee on progress
against the environmental goals that are included in the bonus metrics for executives.
• See pages pages 57 and 58 for how climate-related issues are considered as part of risk
management within the Audit & Risk Committee.
Description of The Chief People and Operations Officer will have overall management responsibility for
management’s assessing and managing climate-related risks and opportunities, supported by the Group
role in assessing Sustainability Director. There are no specifically allocated responsibilities for climate-related
and managing risks and opportunities within the broader management of the business, however the
climate-related Sustainability Leadership Team has been designed to influence decisions in the business.
risks and Delivery of sustainability targets is included in remuneration for the Executive Chair and the
opportunities. Chief People and Operations Officer and Chief Financial Officer.
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Description of the PHYSICAL RISKS
climate-related As an office-based group of companies, our physical risks are limited to where our people work
risks and and live. These general risks are already present in the short term (2024) and will increase in the
opportunities the medium term (2025–2028) and long term (2029–2050) and are likely to continue to amplify over
organisation has time. At the moment, there are no chronic physical risks to our business locations. However, if
identified over global emissions continue to fail to align with a 1.5°C global temperature increase, and/or
the short, medium climate tipping points are passed, these risks will become more regular and acute, and in some
and long-term. areas, chronic risks will become evident (particularly related to sea level rise). The extent to
which these risks will amplify through the 2030s and beyond will depend on the degree to which
global GHG emissions decline in line with the scientific consensus.
2024 2029–2035
Risk of extreme Risk that extreme climate events
climate events become chronic in some areas
occurring in individual of operation. Individual and
locations of operation. concurrent climate events continue.
2025–2028 2035–2050
Risk of extreme climate Climate issues will amplify over time,
events grow and are likely disrupting businesses and operations.
to affect some locations The degree of amplification is likely
of operation concurrently. to depend on the degree to which
Individual extreme climate global emissions reductions align
events continue. with the scientific consensus.
Physical risks to our locations of operation from climate change can be summarised as follows:
• Risk of flooding, hurricanes and wildfires affecting our leased buildings, infrastructure and
data storage.
• Increased costs of cooling buildings during heatwaves.
• Health impacts on our people from extreme weather including heat, rain and increased
prevalence of disease.
• Loss of local transportation and other infrastructure due to extreme weather.
• General societal impacts from climate change.
• Stress and wellbeing issues for our people.
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In 2023, we discussed these risks as part of the financial planning process and the Group
Financial Controller is now part of regular calls between the Finance Team and the Group
Sustainability Director. We have assessed that they are likely to affect our business financially
in the following ways:
• Costs of cooling during heatwaves.
• Service disruption (physical, digital).
• Interruptions to data storage.
• Building repairs.
• Increased cost of talent recruitment and retention (affected communities will have higher
living costs).
• Health and wellbeing costs for our people.
The resulting potential impacts on human populations (including our people, local communities
and consumers) include:
• Lower productivity.
• Poor mental health.
• Poor physical health.
• Water shortages.
• Reduced access to and increased cost of food.
• Inability of local power grid to cope with demand.
• Melting airport runways, roads and rail infrastructure.
• Wildfires.
• The inability to travel even locally.
• Political instability.
• Migration from affected areas to less affected areas and resulting civil unrest.
The UK’s “Health Effects of Climate Change” Report 2023 has outlined a number of health
impacts to people that businesses will need to prepare for, ranging from increases in infectious
diseases, mental health impacts from climate events such as flooding, up to 10,000 excess
deaths per year in the UK due to extreme heat, to food instability (particularly for fresh fruit
and vegetables). These impacts will have an increasing knock-on effect both to workforce
productivity (and may require businesses to offer more support to employees outside of the
office environment) and to the customer base of our clients. Health impacts of climate change
are likely to vary by jurisdiction.
Given that we do not have material investments in fixed assets such as properties and given
that we are able to deliver most of our clients work remotely across our global footprint, we
have not yet attempted to quantify the associated financial impact, because it is not sufficiently
material. The mispricing of climate risk throughout the global economy, due to the use of
financial scenarios that fail to account for tipping points and second order impacts, create
a major transition risk to all economic actors. The WTW’s Thinking Ahead Institute “Pay now
or pay later?” report estimates that “if climate tipping points, that could magnify the costs of
inaction, are considered, we could see a 50–60% downside to existing financial assets in a
business-as-usual scenario, where climate risks are not addressed”. This would be catastrophic
to most businesses, including ours. It goes on to state that “in contrast, taking action to transition
to a well-below 2°C world might lead to a loss of 15% of existing assets, which could be partly
offset by the positive benefits from new primary investment”. Given the nature of our work in
global and social issues, we believe we have a reasonable likelihood of being positive
beneficiaries of some new primary investment.
At a local level, our offices are leased, not owned, and due to the nature of our business,
our biggest asset is our people. In 2022, we mapped climate risk against areas at particular
risk from climate change, rather than pinpointing exact office locations.
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We worked on specific “at-risk” cities and identified:
• London,* New York,* Sydney, Melbourne, Cape Town, Dubai,* Abu Dhabi,* Kuala Lumpur,*
Shanghai,* Jakarta,* Hong Kong, and Singapore.
We undertook specific analysis of climate risks by office location, time horizon and headcount
as of September 2023 (chosen as most representative of our headcount throughout 2023).
Due to business restructuring, we are expecting these percentages to change slightly in 2024.
The percentages below relate to areas that have already experienced the climate impacts
being described and for whom climate change increases the likelihood and severity of
recurrence. In the short term:
• 31% of our employees are in regions at extreme risk of wildfire.
• 37% of our employees are in regions at increased risk of hurricanes, typhoons and cyclones.
• 44% of our employees are in regions at extreme risk of prolonged extreme heat (including
locations such as Dubai and Abu Dhabi which are forecast to become “unliveable” by the
second half of this century).
• 94% of our employees are in cities with significant areas that are predicted to be below the
high-water tide level by 2030. Rising sea levels can result in permanent flooding of low-lying
areas, increased frequency, extent and depth of tidal inundation and beaches moving further
inland or eroding. Likely local policy responses include increased municipal taxes to improve
flood defences and measures to improve the safety of people and property during extreme
weather events.
We are mitigating these risks in the following ways:
• In line with the UK Government’s commitment to a net-zero economy through the Climate
Change Act 2008 (2050 Target Amendment) Order 2019, we are committed to be net zero by
2050 and furthermore have committed to reducing our own carbon footprint by 50% by 2030.
As a UK Government supplier, we have developed our transition plan in line with the UK
Government’s commitment and have produced an annual carbon reduction plan outlining
our actions, which, in line with government requirements, is published on our website.
• We are also exploring the concept of advertised emissions and are seeking to increase our
revenue from planet-positive campaigns to play our role both in accelerating the low carbon
transition and reducing the global emissions that are causing climate change (see pages 76
and 77).
• Improving energy efficiency and installing on-site renewables, where possible, to reduce the
cost of energy and minimise the risk of supply disruption.
• Leasing not buying office space, to minimise financial exposure to damage to buildings
as a result of climate change.
• Reviewing our data management and security solutions in the light of physical climate risk.
• Continuing to use our digital capabilities to collaborate and offer our services remotely.
• Increasing cross-business collaboration, which means we are better able to overcome
location-specific disruption.
• Continuing to understand the needs of our people and invest in employee wellbeing.
• Continuing investment in business continuity planning and support for hybrid working
to ensure that employees have an alternative working environment.
* Most at risk, even at the most optimistic temperature rise scenarios according to the “Climate Central Coastal Risk Screening Tool – 1.5°C warming scenario”.
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PHYSICAL RISKS TO OUR CLIENT PORTFOLIO
Our business is dependent on the success of our clients’ businesses. In 2023, we analysed
the physical climate risk exposure of our major clients (over £1m in revenue to us) and their
progress in mitigating those risks. Results were mixed, ranging from high exposure that is
well-mitigated, through high exposure that could be better mitigated, to clients that have
medium exposure to climate risk. Some of our clients (e.g. Telco clients) provide vital climate
risk mitigation services to others (see page 78 for more information). The next step is to
understand our role in helping our clients mitigate their risks.
Transition risks (short term):
We undertake work for UK Government departments. As part of the bidding process this year,
some departments have mandated that suppliers set net-zero targets and report their
progress against them annually. In order to be able to bid for this work, we will need to
continue demonstrating good progress in this area.
The sustainability and climate-related questions we are being asked by the rest of our client
portfolio are becoming increasingly sophisticated. In 2024, we will review client RFPs to ensure
we are able to respond and fully demonstrate compliance with their requests.
Advertising agencies are coming under increased scrutiny for their work with fossil fuel clients,
with some high-profile campaigns against some larger networks this year. In addition,
membership of the “Clean Creatives Group” has nearly doubled to 860 agency members and
2,000 creatives, all of whom have agreed not to work for fossil fuel clients. They continue to roll
out their pledge for companies to confirm that in their future requests for proposals and
agency reviews, they will ask agencies to avoid work for fossil fuel clients.
Our exposure to fossil fuel clients without a viable transition plan to renewable energy has
doubled since 2022 but remains low at ~3% of our client revenue (~£5.5m).
Transition risks (medium to long-term):
The mispricing of climate risk throughout the global economy (see explanation in physical risks
section above), due to the use of financial scenarios that fail to account for tipping points and
second order impacts, create a major transition risk to all economic actors. Artificially benign
results can delay action, because policymakers and business leaders do not adequately
capture the risks. We do not believe 50–60% global economic downside risk scenarios are
unreasonable given the consistent pattern of corrections over time, such as the increasing
downward revisions of “safe” temperature levels towards 1.5˚C.
We therefore support calls for net zero to become part of fiduciary duty, as if we do not
mitigate climate change, it will be exceptionally challenging to provide financial returns.
Transition risks to our client portfolio:
Following the French Government’s ruling in 2022, which ended the advertising of fossil fuels
and banned domestic short-haul flights, we continue to review our exposure to businesses
that are at higher risk of similar regulation. In 2023 our percentage of revenue from:
• Fossil fuel companies that do not have credible transition plans to shift to renewables was
-3%.
• Automotive companies that do not have a science-based target set with the SBTi was less
than 1%.
• Travel and tourism sector companies that are reliant on flying was less than 1%.
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Other transition risks:
• Loss of talent due to employees’ preference for working with companies with apparently
greener credentials.
• There is an increased focus on greenwashing in advertising, particularly in the UK, and
increasingly in Europe, with potential financial and reputational impacts. The rules can
be complex. We must be particularly careful that the creative elements of our campaigns
are not called out under greenwashing codes.
• Increased operating costs due to increasing utility prices.
We are mitigating these risks in the following ways:
• We have had our near-term science-based target verified by the SBTi, and are targeting a
50% reduction in Scope 1, 2 and 3 emissions by 2030 (refer to pages 67 and 68 for more details).
• We are increasing the percentage of revenue we generate from planet-positive campaigns
(we now have data on revenue from planet-positive campaigns for July–December 2023
and will use this to calculate a baseline in 2024).
• Delivering our climate commitments and building sustainability into marketing, talent
onboarding and also learning and development.
• Asking teams to run a three-step check process scrutinising all new business opportunities
for climate risks, and to refer concerns to the central team.
• Ongoing training and engagement with our people on how to avoid greenwashing in
creative work.
• Seeking new “low carbon” clients.
• Developing a more thorough understanding of the value of different sectors in our client
portfolio (this will help us ensure that our portfolio is diversified against key physical and
transition risks).
• Reducing operating costs by generating operational efficiencies.
OUR CLIMATE OPPORTUNITIES
The way we work – work spaces, people experience and purchasing:
• Energy efficiency initiatives in the buildings we occupy will help reduce our energy usage
and cut energy bills, especially with increasing global energy costs. For example, our London
head office continues to benefit from energy efficiency improvements made in the HVAC
system in 2019, which has a payback period long before the end of the lease.
• We have undertaken efficiency measures and are hoping to install rooftop solar panels in
one of our South African offices in 2024, which we expect to produce cost savings and
increased energy security.
• The use of video conferencing has improved employee experience and reduced the amount
of time teams spend travelling, e.g. in taxis, at airports, etc.
• In the future, we envisage the use of local production teams and studio VFX as an opportunity
not only to reduce GHG emissions, but also to help save costs for our clients.
• Talent within our industry is increasingly keen to work for employers that take sustainability
seriously. Demonstrating our commitment to sustainability means that we can continue to
attract and retain the best talent, particularly if we can demonstrate tangible progress.
• We are exploring reducing the cost of debt, through the use of a sustainability-linked RCF.
The work we do – how we service our clients, develop campaigns and grow our business:
• Many of our clients are considering climate issues in their businesses and their
communications. Embedding climate considerations in responses to briefs creates
opportunities for us to expand our offering to existing clients.
• Growing our body of planet-positive work will help us win clients who are looking for
agencies that can deliver on sustainability goals and campaigns.
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Description of the In preparing the Annual Report and Accounts, the Directors have considered that the current
impact of climate- impacts of climate change on the Group is manageable under the existing strategy. However,
related risks and we are concerned with the current rate of progress globally in meeting climate goals. As the
opportunities on WTW’s Thinking Ahead Institute “Pay now or pay later?” report states “if climate tipping points,
the organisation’s that could magnify the costs of inaction, are considered, we could see a 50–60% downside to
business, strategy existing financial assets in a business-as-usual scenario where climate risks are not
and financial addressed”. This would be catastrophic to most businesses, including ours. It goes on to state
planning. that “in contrast, taking action to transition to a well-below 2°C world might lead to a loss of
15% of existing assets which could be partly offset by the positive benefits from new primary
investment”. Given the nature of our work in global and social issues, we believe we have a
reasonable likelihood of being positive beneficiaries of some new primary investment.
Specific financial cost provisions have not yet been allocated to climate-related risks, although
this will be considered from the mid-2020s as the climate crisis develops. However, we have
made significant financial investment in energy-saving measures around the Group. This
reflects our determination to achieve the target of halving Scope 1, 2 and 3 emissions by 2030.
Please see pages page 67 and 92 for details of the schemes we are undertaking in our largest
offices in the UK, Australia and South Africa.
Increasing operating costs due to increasing utility prices are already being incorporated in
the Group’s financial planning, but we hope to partially offset these through operational
efficiencies and energy-saving measures.
We are investigating sustainability-linked loans which will reduce the costs of debt servicing,
and we hope to be able to incorporate these savings in future financial planning.
We consider the potential impact of climate-related risks as strategically significant and
include ESG as a metric in bonus calculations. For example, please refer to page 127 for details
of the ESG targets for Executive Directors.
Under our existing strategy, we have built our team, competencies and technological capabilities.
This has involved hiring specialist ESG expertise, and introducing a new Group-wide ESG data
platform. Selling climate-related services to clients is an opportunity for us. Please also refer
to page 86 for more details about opportunities.
Description of the We are aware that physical and transition risks associated with climate change are constantly
resilience of the developing. Given the nature of our business, including our limited fixed asset exposure, and
organisation’s our ability to pivot the provision of our services remotely and across our global locations, we
strategy, taking have not modelled specific scenarios at this stage. We believe that an orderly transition to a
into consideration world where temperatures have increased by 1.5°C is unlikely. We therefore anticipate that our
different climate- strategy will have to evolve accordingly. These strategy evolutions are not anticipated to have
related scenarios, a significant impact on our P&L either, because a) the cost of undertaking them will be offset
including a 2°C by the resulting ability to remain eligible for client work (e.g. energy efficiency and on-site
or lower scenario. renewables will help us meet client targets in this area) or b) because they are initiatives we
would be undertaking anyway as a business (e.g. enhancing our digital capabilities to
improve remote collaboration over time).
Specific activities under our existing strategy and potential evolutions are outlined on the
next page:
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Existing activity in physical climate Possible future evolutions to remain resilient

risk strategy
Improving energy efficiency and installing We may need to expand this approach
on-site renewables where possible to to other utilities, such as water in areas
reduce the cost of energy and minimise with high likelihood of water shortages
the risk of supply disruption. (e.g. Cape Town).
Reviewing our data management We envisage stronger engagement on this issue

and security solutions in the light with our suppliers over time where necessary.
of physical climate risk.
Continuing to use our digital Over time we may need to enhance these
capabilities to collaborate and digital capabilities due to changing products
offer our services remotely. and services on the market and increased
client and employee expectations.
Increasing cross-business collaboration, We will continue to evolve our strategy to promote

which means we are better able to cross-business collaboration and identify those
overcome location-specific disruptions. areas and businesses in most need.
Continuing to understand the We will regularly review our approach to employee

needs of our people and invest wellbeing to ensure that it remains fit for purpose.
in employee wellbeing.
Existing activity in climate transition Possible future evolutions to remain resilient

risk strategy
Closure of M&C Saatchi LIFE and We are continuing to review our approach to how
realignment to provide more holistic we provide client-facing services in this area.
client-facing sustainability support
to Group companies.
Membership of Ad Net Zero, the Likelihood of more stringent eligibility requirements

primary industry body for addressing for membership of Ad Net Zero over time. For
the climate impacts of advertising example, in 2024 a science-based target (which
and communications. we already have in place) will be a mandatory
requirement for members.
Training our people Definitions and approaches to greenwashing are

on greenwashing issues. evolving. We will need to ensure that our training
is not only up to date and global (to prevent
spill-over across regions) but also robust enough
to enable Group companies to screen all client
work for greenwashing before it goes live. Some
work where we are not in control of the outcome
(e.g. the use of social media influencers) may
require the development of different approaches.
Delivering our near-term science-based We are preparing for the likelihood of the inclusion
target as validated by the SBTi (halving of “advertised/serviced emissions” within the scope
our Scope 1, 2 and 3 emissions between of the SBTi methodology over time and may have
2019 and 2030) and developing and to re-baseline our submissions as a result.
validating a net-zero target with the SBTi.
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Continuing to expand the proportion There is controversy over the efficacy of Renewable
of our offices powered by Energy Guarantees of Origin (“REGO”) backed
renewable energy. certificates in driving the growth of renewable
energy. In the future, we may need to allow for
increased costs or different approaches in this area.
Including GRI and TCFD data The ESG reporting landscape is constantly changing.
in our Annual Report. In 2022 we undertook voluntary TCFD reporting.
This is now mandatory. We are considering how
to incorporate ISSB reporting in future years.
We regularly review new requirements and
voluntary reporting initiatives to ensure we are
aligned to requirements and expectations.
Reviewing new clients against We consider our three-step check process to

our three-step checks. be an entry-level tool. Over time we expect to
develop a more robust methodology and a
clearer cost-benefit analysis related to our
approach to new clients.
Using questionnaires with We anticipate that these questionnaires will

existing clients to spark evolve over time, particularly in the light of
sustainability conversations. emerging climate risks and opportunities in
key sectors/geographies, and also as our
clients become better informed in this area.
Training our people to be climate Our training is not static but continues to
literate and to understand evolve with the changing needs of our
greenwashing issues. people and business.
Seeking new climate-positive clients. This is an emerging part of our strategy, which will
evolve over time as climate solutions develop as
well as methodologies for assessing their efficacy
and transparency metrics.
Continuing to explore sustainable We expect the use of sustainable aviation fuel to

aviation fuel as an opportunity become an increasingly mainstream approach to
for future mitigation of business reducing GHG emissions from necessary long-
travel emissions. haul flights. However, we are aware that supply is
expensive and will remain constrained for some
years. We hope that early entry into this space
will secure some degree of resilience for us but
anticipate that the market will move swiftly once
it becomes mainstream. Our priority is, of course,
to reduce the need to fly altogether.
Loss of talent due to employee We anticipate that employee preferences will

preferences to work with companies evolve over time. We aim to monitor the changing
with apparently greener credentials. landscape closely, to meet and exceed their
needs where possible, and apply appropriate
cost-benefit analysis to problems which arise.
89
Risk Management
RECOMMENDED
Description of At a Group level, risks and their relative status in the Group-wide risk register are discussed at
the organisation’s Audit & Risk Committee meetings. They do not yet consider regulatory requirements such as
processes for limits on emissions, as historically our business has sat beneath emissions thresholds, but do
identifying and consider other regulatory requirements such as those related to greenwashing. There is currently
assessing climate- no specific climate change risk terminology used, and we do not reference existing risk
related risks. classification frameworks. The Audit & Risk Committee assesses the completeness of the risk
register (see page 108 for a description of our audit and risk management process).
Individual agencies also maintain their own risk registers and can escalate specific climate-
related risks for managing and for potential inclusion in the Group risk register.
The Finance Team and Group Sustainability Director are responsible for reviewing and assessing
the impact of emerging regulatory requirements in this area and any risks or risk mitigation
which these might present.
Description of The Group Sustainability Director assesses and advises the Board and Audit & Risk Committee
the organisation’s on the management of any climate-related risks escalated to Group level or at individual
processes for agency level through the annual risk review process. Please see page 108 for more details
managing climate- of our overall risk review process.
related risks.
In addition, the ESG Leadership Team forms part of the Group’s governance structure and
provides a forum to involve the most senior stakeholders in discussions around sustainability
and risk. Its members include the Chief Financial Officer and Chief People and Operations
Officer as well as the Group Sustainability Director, and papers are shared with the Executive
Chair.
The Audit & Risk Committee also assesses the adequacy of any climate risk mitigation shown
in the current risk register and suggests additional mitigation where necessary to manage
climate-related risks.
The development and measurement of progress towards achieving organisation-wide targets,
client response targets and local targets is a vital climate risk management tool. These
processes are managed by the Group Sustainability Director with support from other
departments.
Description of We continue to include climate-related risks in the risk identification, assessment, escalation and
how processes management processes in the same way as other risks. Physical and transition climate risks are
for identifying, included in the scope of the Audit & Risk Committee. Because we are a people-based business
assessing and and own no buildings, physical climate-related risks have been assessed as less material and
managing climate- lower priority.
related risks are
The Audit & Risk Committee reviews and monitors the Group’s risk management processes
integrated into
and related compliance activities. This includes the management of climate-related risks.
the organisation’s
overall risk
management.
90
Metrics and Targets
RECOMMENDED
Metrics used by There is currently no sector-specific metrics guidance for advertising and marketing companies
the organisation in the TCFD Annex or under the more recently published IFRS S2. Having reviewed the TCFD
to assess climate- Annex metrics for non-financial groups and their applicability to an advertising and
related risks and communications company that operates out of leasehold properties, we are using the following
opportunities in metrics which we feel are most appropriate to our current evaluation of our climate risks and
line with its opportunities:
strategy and risk
• Scope 1, 2 and 3 GHG emissions.
management
• Business travel emissions per business.
process.
• Number of our businesses with high physical climate risks that have appropriate mitigation
plans in place.
• % of revenue at risk from climate transition.
• % of overall revenue from planet-positive campaigns (see pages 76 and 77 for details).
• Supply chain metrics (see pages 75 and 76 for details of how we are developing supply chain
metrics in 2024).
Please refer to page 127 for details of how these metrics are included in remuneration policies.
Disclose Scope 1, 2 Refer to page 67 for details of Scope 1, 2 and 3 emissions.

and, if appropriate,
Scope 3 GHG
emissions, and
the related risks.
Description of the Organisation-wide targets

targets used by the As part of our net-zero target setting, we have had our 1.5°C near-term target validated by the
organisation to SBTi. This includes a commitment to reducing our absolute Scope 1, 2 and 3 emissions by 50% in
manage climate- 2030 compared to our 2019 baseline. Our key internal KPIs to measure progress are as follows:
related risks and
• 7% year-on-year reduction in Scope 1 and 2 emissions between 2019–2030.
opportunities and
• 7% year-on-year reduction in air travel emissions between 2019–2030.
performance
• 7% year-on-year reduction in purchased goods and services emissions between 2019–2030.
against targets.
• Installation/purchase of renewable energy according to our renewable energy pathway.
Our near-term target is consistent with the statement we made in last year’s Annual Report and
Accounts. Given the need for global emissions to be cut quickly and deeply, to limit the global
temperature rise to 1.5°C, we have prioritised activities contributing to delivery of our near-term
target. There has been a slight delay in finalising our net-zero target for submission to the SBTi.
We are aiming to submit to the SBTi in the first half of 2024.
We also have targets to:
• Grow the percentage of revenue from planet-positive campaigns.
• Review the environmental approaches of new clients.
Following our pilot, in July we included a marker in our finance system to begin collecting data
on revenue from planet and people-positive campaigns, which gives us six months’ worth of
data. We have therefore not yet set targets for this climate opportunity.
91
RECOMMENDED
Client response targets
Our clients are increasingly asking for information related to our climate performance. We have
set a target of:
• 100% of client requests for ESG information to be answered accurately and in a timely manner,
which we have continued to meet annually.
• Continuing to bid for client work as a result of meeting their sustainability performance
requirements.
This second measure is harder to assess, as clients do not tend to feed back to agencies if they
fail to meet sustainability performance requirements across ESG. Instead, we will be undertaking
a review of client requests and our ability to meet their expectations in the first quarter of 2024.
However, given our science-based target and performance against it to date, we do not believe
that our climate-related performance is a barrier to meeting sustainability performance
requirements.
Local targets
We source renewable energy for our head office at 36 Golden Square, London. We also
undertook a range of energy efficiency upgrades to our hardware between 2019–2021, and
we continue to see the benefits of these measures. In last year’s TCFD Report, we stated that in
January 2023, our Australia business would be moving to a renewable energy tariff. We have
since discovered that this was a misunderstanding based on a misreading of information from
their energy supplier. Our Australia office has budgeted for renewable energy for 2024.
In our South African business, we have now undertaken an energy efficiency project and are
exploring installing solar panels on our first property in Johannesburg in 2024. As part of our
energy transition plan, which includes KPIs for renewable energy purchasing in locations where
this is possible, and renewable energy installation in relevant sites in South Africa, we anticipate
further on-site solar in South Africa.
Our overall KPI for renewable energy is a 50% reduction in market-based Scope 2 emissions
in 2030 compared to 2019.
92
NON-FINANCIAL AND SUSTAINABILITY INFORMATION STATEMENT

This section of the Strategic Report constitutes the Company’s Non-Financial and Sustainability Information
Statement, produced in accordance with section 414CB of the Companies Act 2006. The information listed is
incorporated by cross-reference and the table below, and the information it refers to, is intended to help our
stakeholders understand the Company’s position on key “non-financial matters”.
RELEVANT POLICIES/ ASSOCIATED KPIS

NON-FINANCIAL DOCUMENTS THAT RISK MANAGEMENT AND AND OTHER
MATTER GOVERN OUR APPROACH* ADDITIONAL INFORMATION PUBLISHED METRICS
Employees Group DE&I Policy; See: See:
Whistleblowing Policy; • ESG section (planet and people • ESG section (planet and
and our planet and commitments) pages 69 to 77 people commitments)
people commitments • Engagement with stakeholders pages 69 to 77
(employees) page 62 • Report of the Nomination
• Report of the Nomination Committee (culture and
Committee (culture and diversity, diversity, equity and
equity and inclusion) page 115 inclusion) page 115
Human rights Supplier Code of Conduct, See: See:
Child Labour Policy, • Planet and people commitment 8 • Planet and people
Modern Slavery Statement page 75 commitment 8 page 75
and our planet and • Engagement with stakeholders • Our Modern Slavery
people commitments (suppliers) page 63 Statement on our website
• Our Modern Slavery Statement
on our website
Social matters Our planet and people • For anti-greenwashing training, • For anti-greenwashing, see
commitments see ESG section pages 74 and 75 ESG section (planet and
• For artificial intelligence risks see people commitments)
principal risks and uncertainties pages 74 and 75
page 58
Anti-corruption Anti-Fraud Policy, • For anti-corruption and bribery, • For whistleblowing, see
and bribery Anti-Corruption and see principal risks and ESG section (planet and
Bribery Policy and uncertainties page 60 people commitments)
Whistleblowing Policy • For whistleblowing, see people pages 69 to 77
and planet commitments pages
69 to 77 and engagement with
stakeholders (employees) page 62
Environmental Environmental Policy, See: See:
matters Waste Policy and our • ESG section (planet and people • ESG section (planet and
planet and people commitments) pages 69 to 77 people commitments)
commitments • S172(1) statement (environmental pages 69 to 77
impact) page 65
• TCFD Report pages 81 to 92
streamlined energy and carbon
reporting page 67
* All policies mentioned here are held on our global intranet.
STRATEGIC REPORT
The Executive Chair’s Statement (pages 12 to 19), Our Business Model (pages 26 and 27), Financial Review
(pages 48 to 56), Principal Risks and Uncertainties (pages 57 to 61), Engagement with Stakeholders (pages 62
and 63), Section 172 Statement (pages 64 and 65), Environmental, Social and Governance (pages 66 to 93)
and Non-Financial and Sustainability Information Statement (page 93) together form the Strategic Report.
The Strategic Report is approved by order of the Board.
VICTORIA CLARKE
General Counsel & Company Secretary
11 April 2024
93
corpor
M&C Saatchi Plc Annual Report 2023 Corporate Governance
The Street Store, M&C Saatchi Abel
94
rate go
corporate
governance
report
95
EXECUTIVE Chair’s
INTRODUCTION
I am pleased to present the Corporate Governance
Report for the year ended 31 December 2023.
BOARD CHANGES
I joined the Board in June as Non-Executive Chair
alongside Chris Sweetland, a non-independent
Non-Executive Director serving as a representative
of Vinodka Murria and AdvancedAdvT Limited.
Following Moray MacLennan stepping down as a
director in September 2023, I was appointed as
Executive Chair of the Company on an interim basis
until a Chief Executive Officer could be found. On
22 February 2024, the Company announced the
proposed appointment of Zaid Al-Qassab as Chief
Executive Officer, with such appointment to be
effective on 13 May 2024 subject to the completion
of normal regulatory due diligence by the Company’s
Nomad. Zaid’s appointment concluded a
comprehensive search process which commenced
following the Company’s announcement on 24 July
2023 that Moray MacLennan intended to retire from
ZILLAH BYNG-THORNE his role as Chief Executive Officer of the Company.
Executive Chair
The regulatory due diligence process was not
expected to be completed prior to the publication of
the notice of the Company’s Annual General Meeting
to be held on 16 May 2024, and the Board confirms
that it continues to expect that Zaid’s appointment as
“The core objective of the Chief Executive Officer should take effect as planned
on 13 May 2024 and that he will formally be appointed
Board is to create and deliver as a Director of the Company from the conclusion
of the Annual General Meeting of the Company on
the long-term success of the 16 May 2024. At which point, I will return to my role
as Non-Executive Chair of the Company.
Company and long-term I am delighted that the Company has attracted
someone of Zaid’s calibre to lead the Company
returns for shareholders.” into its next phase of growth.
96
At the beginning of 2024, Dame Heather Rabbatts SHAREHOLDER ENGAGEMENT

joined the Board as Senior Independent Director.
We took the opportunity to engage with our
I would like to take this opportunity to welcome each of
shareholders through the conduct of a consultation on
the new Board members. Refreshing and maintaining
the voting outcomes of the Company’s 2023 Annual
the Board with diverse expertise and backgrounds is an
General Meeting, as four resolutions were passed with
important part of ensuring ongoing good governance,
more than 20% votes against. We were very interested
and I know that Chris, Dame Heather and Zaid will
to hear the concerns of shareholders and to seek the
play a key role in this looking ahead.
reasons for any votes against or withheld. We believe
These appointments followed the departure of that active dialogue with representatives of
Moray MacLennan, Gareth Davis and Lisa Gordon. shareholders throughout the year has allowed us to
On behalf of the Board, I would like to thank Moray address their concerns. In particular, we considered
for his leadership over the last c30 years and both the views of shareholders when settling the
Lisa and Gareth for their dedication and contribution remuneration package of the new Chief Executive
to the Company. Officer of the Company.
We have always recognised that it is vital to maintain
BOARD ROLE AND EFFECTIVENESS
good communication between our various stakeholder
The core objective of the Board is to create and deliver groups and executive leadership. We have achieved this
the long-term success of the Company and long-term in a variety of ways in 2023, including through holding
returns for shareholders. This requires the Board to a Capital Markets Day, the investor roadshows and
set the Company’s strategic aims, ensure that the regular meetings with key shareholders (as requested)
necessary financial and organisational structures are aimed at keeping active dialogue with representatives
in place to achieve the Company’s objectives, provide of shareholders. You can read more about our
oversight of management’s performance in delivering shareholder engagement on pages 62 and 63.
against strategy on a day-to-day basis and set the
Company’s risk appetite. My role as Chair is to lead the STATEMENT OF COMPLIANCE
Board and to ensure that the Company has a Board
The Company complies with the UK Corporate
which works effectively in all aspects of its role.
Governance Code issued by the Financial Reporting
Before each Board meeting, we hold a Non-Executive Council (FRC) in April 2016 (the “Code”). Whilst as
Director only meeting. This provides the Non-Executive an AIM-listed entity the Company is not required
Directors with the opportunity to discuss key matters to comply with the Code, the Board believes that it
independently of the Executive Directors and to agree represents best practice.
alignment on areas we may want to probe in the
The Board confirms that throughout the year ended
meeting. In addition, this also provides a forum to
31 December 2023, the Company applied the main
review the performance of the Executive Directors.
principles and complied with the relevant provisions
Central to setting the correct tone is the review of set out in the Code, save for the absence of a Senior
the Board’s own performance. Our last external Independent Director on the Board during the period
assessment was undertaken for 2021. The external from 15 June 2023 to 20 January 2024 (which also
assessment planned in 2022 was postponed due to meant that half of the Board was not independent for
the takeover activities. We carried out an external the same period), and the reporting of CEO pay ratios,
assessment of how the Board performed during 2023. employee engagement to explain executive
You can read more about how it was carried out and remuneration and how the factors within Provision 40
the findings on page 103. of the Code have been addressed. Reasons for these
exceptions can be found on page 106.
The responsibilities of the Board and its committees
and the way in which they uphold high standards We are also looking ahead to the updated Code and
of corporate governance are set out on page 104. will ensure we are in compliance, where we believe
appropriate, with the updated provisions as they come
into effect.
The Code can be found on the FRC website:
www.frc.org.uk.
97
COMMITTEES OF THE BOARD Directors, and changes to these commitments and

interests are reported by the Directors. Whilst the
The Board is supported by the Audit & Risk Committee,
Board recognises that Chris Sweetland could be
Nomination Committee and Remuneration Committee.
regarded as being interested in any agreement
The Board appoints the committees’ members. The
or arrangement to be entered into in the future
Reports of the Audit & Risk Committee and the
with Vinodka Murria, AdvancedAdvT Limited or
Remuneration Committee can be found on pages 107
their associates by virtue of being an appointee
to 112 and 116 to 131, respectively, whilst the Report of
recommended by both Vinodka Murria and
the Nomination Committee can be found on pages 113 AdvancedAdvT Limited, the Board does not believe
to 115. Each committee has access to external advice, there to be conflicts of interest for Chris Sweetland
as it considers appropriate. The Company Secretary, or as a result of being such an appointee in all
her nominee, acts as Secretary to the committees. The circumstances. A review of Directors’ conflicts of
terms of reference of each committee are reviewed interest is conducted at least annually.
regularly, updated as necessary to ensure ongoing
compliance with best practice guidelines and must be EXECUTIVE LEADERSHIP TEAM
approved by the Board. Copies of the committees’ The Executive Leadership Team (ELT) replaced the
terms of reference are available from the website at Executive Committee (Exco) in the second half of the
https://www.mcsaatchiplc.com/governance. year. It is led by the Executive Chair and currently
consists of 12 individuals who lead the key business
NOTICES AND DIRECTORS’ CONFLICTS OF INTEREST lines responsible for the Group’s revenue or sit in the
The notices of Board meetings, agendas and central team of the Group. Monthly business meetings
supporting documents are formally circulated to between the ELT members (and before that, the Exco
the Board in advance of Board meetings as part members) assisted with the effective operation of our
of the Board papers. Therefore, Directors have the business and the delivery of the results. The ELT meets
opportunity to request that any agenda items be monthly to consider the overall financial performance
added that they consider appropriate for discussion. of the Group, the strategic priorities and also the
people strategy. During the course of the year,
Directors have a statutory duty to avoid conflicts of considerable time was spent on the Group’s marketing
interest with the Company. The Company’s articles of strategy and the global efficiency programme.
association allow the Directors to authorise conflicts
of interest, and the Board has adopted a policy for Over the last year, we have made considerable
progress on further developing our governance
reviewing and managing conflicts of interest as they
systems to enable the business to deliver its strategy,
arise. Each Director must disclose the nature and
generate shareholder value and safeguard the
extent of any conflict of interest arising generally or in
interests of all stakeholders.
relation to any matter to be discussed as soon as the
Director becomes aware of its existence. Directors
must also disclose their shareholdings and any ZILLAH BYNG-THORNE
changes to those that have occurred. The Board is Executive Chair
aware of the other commitments and interests of its 11 April 2024
98
board of
directors
The Code requires the Board and its
committees to have an appropriate balance
of skills, experience, independence and
knowledge of the Company, to enable them
to discharge their duties and responsibilities
effectively and in line with the corporate
strategy. Members of the Board bring a
wealth of knowledge and experience to the
discussions, maintain memberships of a
number of professional bodies and ensure
their skill sets are constantly developed.
The Directors of the Company who were in Zillah Byng-Thorne, 49
office during the year, and up to the date of EXECUTIVE DIRECTOR
signing the financial statements, are as set
out below. Dame Heather Rabbatts was not Key strengths: Wealth of experience across media
in office during the year but was appointed and technology businesses, spanning online
to the Board on 22 January 2024. gaming, digital media and ecommerce. Zillah is
a chartered management accountant (CIMA)
and qualified treasurer (ACT). She has an MA in
Management from Glasgow University and an MSc
in Behavioural Change from Henley Business School.
Role: Executive Chair. Responsible for the Group
strategy, performance and governance and Chair
of the Nomination Committee. Leads the Group
and proposes the strategy to be approved by the
Board, accountable for delivery of strategic and
financial objectives.
Joined the Board: June 2023.
Other major commitments: Chair of Trustpilot Group
plc. Non-Executive Director of Ballast Group
Holdings Limited, Globalwebindex Holdings Limited,
Norwegian Cruise Line Holdings Ltd and MiQ.
Previous experience: Chief Executive Officer of
Future plc from 2014 to March 2023, having
previously served as Chief Financial Officer, and the
Chief Financial Officer of Trade Media Group (now
Auto Trader Group plc) from 2009 to 2012, and
Interim Chief Executive Officer from 2012 to 2013.
Prior to this, Zillah was Commercial Director and
Chief Financial Officer at Fitness First Limited,
and Chief Financial Officer of Thresher Group.
Committees: Nomination Committee (Chair) and
Remuneration Committee.
Independence: Zillah Byng-Thorne was considered
to be independent on appointment and the Board
is satisfied that Zillah remains independent in
character and judgement and is free from any
relationship or circumstance which is likely to
affect or could appear to affect her judgement.
99
Bruce Marson, 54 Louise Jackson, 56

EXECUTIVE DIRECTOR INDEPENDENT NON-EXECUTIVE DIRECTOR
Key strengths: Finance leadership and creating Key strengths: Extensive remuneration experience
high-performing teams. Driving improved business through roles as Chief People Officer and as a
performance and strengthening controls. Deep Board advisor on people, organisation, change
knowledge of the Company’s finances. Bruce is and transformation. Experience with organisation
a chartered management accountant (CIMA) design, restructuring, cost reduction, talent and
and has a BA Hons degree in Geography from culture change work for a large number of
Durham University. household names including many in media.
Role: Chief Financial Officer. Leads the Finance Role: As a Non-Executive Director, provides strategic
department and takes responsibility for a number advice, monitors management performance and
of strategic and cross-functional initiatives. chairs the Remuneration Committee.
Joined the Board: April 2023. Joined the Board: March 2020.
Other commitments: None. Other commitments: Senior Vice President People

and Talent at Tony Blair Institute for Global Change.
Previous experience: Deputy and Interim Chief
Financial Officer at the Company (2021–2023), Previous experience: Group People Director of
Global Finance Director of Advertising at Technicolor Selfridges Group Limited, Human Resource Director
(2019–2021) and Group Financial Controller at of Kyowa Hakko Kirin Co Limited, Senior Partner in
Dentsu Aegis Network (2016–2018). Leadership and Talent Consulting of Korn Ferry
International Limited, Group People Director of
Committees: None (attends committees by invitation). Mothercare plc and Chief Executive and co-
founder of HR consultancy firm 7days Limited.
Committees: Audit & Risk Committee, Nomination

Committee and Remuneration Committee (Chair).
100
Colin Jones, 63 Dame Heather Rabbatts, 68

INDEPENDENT NON-EXECUTIVE DIRECTOR INDEPENDENT NON-EXECUTIVE DIRECTOR
Key strengths: Experienced former FTSE 250 media Key strengths: Corporate transformation, strategy,
sector Chief Financial Officer with particular expertise business development, acquisitions and investor
in business strategy, corporate finance, investor relationships.
relations and audit/remuneration/risk committees.
Role: As the Senior Independent Director, supports
Role: As a Non-Executive Director, provides strategic the Chair in her role, and acts as an intermediary for
advice, monitors management performance and other Non-Executive Directors. Also provides strategic
chairs the Audit & Risk Committee. advice and insight to the Board and monitors
management performance.
Joined the Board: February 2020.
Joined the Board: January 2024.
Other commitments: Non-Executive Chair of Centaur
Media Plc, Non-Executive Director and Remuneration Other commitments: Senior Independent Director of
Committee Chair of Gateley (Holdings) Plc and Associated British Foods plc, Chair of 42 Management
Governor of The City Literary Institute. and Production and Chair of Soho Theatre.
Previous experience: Chief Finance Officer of Previous experience: Non-Executive Director and
Euromoney Institutional Investor PLC (1996–2018). Chair of the Remuneration Committee of Kier Group
plc, Non-Executive Director and Chair of the Audit
Committees: Audit & Risk Committee (Chair), & Risk Committee of Grosvenor Britain & Ireland,
Nomination Committee and Remuneration Committee. Non-Executive Director of the Football Association
and Non-Executive Director and Chair of Enterprises
of the Royal Opera House.
Committees: Audit & Risk Committee, Nomination

Committee and Remuneration Committee.
101
BOARD COMPOSITION
All Directors have the necessary time, skills

and resources to discharge their Board
responsibilities. They have access to the
advice and services of the Company
Secretary and are also able to gain access
to external independent professional advice
at the Company’s expense should they wish
to do so in the furtherance of their duties.
Chris Sweetland, 68 Female 3

NON-INDEPENDENT NON-EXECUTIVE DIRECTOR Gender*
Male 3
Key strengths: Former FTSE 100 Deputy Group Chief
Financial Officer with experience in operations in the White 5
advertising and marketing agency space, acquisitions, Ethnicity* Mixed / Multiple
disposal and mergers and the management of 1
ethnic groups
investor relations. Experience of Audit & Risk Committee
work and remuneration strategy and policy. Tenure* Under 3 years 4
Role: As a Non-Executive Director, provides strategic

advice and monitors management performance. EXECUTIVE DIRECTORS AND SENIOR
Acts as a representative of AdvancedAdvT Limited INDEPENDENT DIRECTORS
and Vinodka Murria who hold in aggregate 27,237,985
ordinary shares in the Company, representing 22.2% of
the Company’s issued share capital. Accordingly, Chris Female 2
is not considered to be independent. Chris is entitled to Gender*
Male 1
remain on the Board provided AdvancedAdvT Limited
and Vin Murria retain an aggregate interest of at least White 2
11.5% of the Company’s issued share capital. Ethnicity* Mixed / Multiple
1
Joined the Board: June 2023. ethnic groups
Other commitments: Non-Executive Director

at TPXimpact Holdings plc and Unlimited * Current composition of Board at time of this report.
Marketing Group.
Previous experience: Previously the Deputy Group

Finance Director of WPP Group, which he joined after
spending almost 10 years in financial management
at PepsiCo Inc.
Committees: Remuneration Committee.
102
EVALUATION OF THE BOARD AND ITS COMMITTEES

In February 2021 and in line with recognised best The Board undertook evaluation of its performance
practice, a three-year Board development programme during 2023, following postponement of the
was commissioned using external consultants, Lintstock evaluation of its performance during 2022 due to
Ltd. Lintstock is an advisory firm that specialises in the Company’s takeover activities. The Directors
board reviews and has no other connection with the and the General Counsel & Company Secretary
Company or individual Directors. The development were invited to complete a survey followed by an
programme included undertaking Board reviews interview. The Board was assessed on a wide variety
on an annual basis to increase Board effectiveness of performance and oversight metrics. See the
and to identify areas for improvement. following table for a summary of the key findings:
METHODOLOGY
Scoping and Tailoring: January 2024
The objectives for the review were agreed following a briefing The review had a particular focus on the following areas:
with key project sponsors.
• The priorities for the incoming Chief Executive Officer.
Lintstock collaborated with the Company to design bespoke • The role played by the Executive Chair through the
surveys tailored to the business needs of the company, and to transition.
follow up on themes identified in Lintstock’s previous reviews. • The bedding down of the new Board following recent
As well as covering core aspects of governance such as appointments.
information, composition and dynamics, the review considered • The strategic direction of the business.
people, strategy and risk topics relevant to the business. • The coverage of developments in the external environment.
Completion of Surveys: February 2024
Board members completed surveys assessing the performance of the Board and each of its committees.
Interviews: Early March 2024
In-depth interviews with Board members were conducted by two Lintstock Partners. The findings from the survey stage enabled
Lintstock to focus discussions on the key priorities for each Director.
Analysis and Delivery of Reports: March 2024
Lintstock analysed the findings from the surveys and interviews and delivered focused reports documenting the findings, including
a number of recommendations to increase effectiveness.
Board Discussion: End of March 2024
Lintstock’s findings were presented to the Board at a meeting in March. Actions were agreed for implementation and monitoring.
Key Findings
To support the new Board coming together after recent As part of the review, Lintstock delivered
appointments, the review identified a number of priorities including: an analysis informed by the Lintstock
• Onboarding the new Chief Executive Officer and measures for Governance Index, which comprises
supporting his success in the role. around 60 core board performance metrics
from over 200 board reviews that Lintstock
• Reaffirming the Company’s strategic direction, in partnership
has recently facilitated. This helped the
with the incoming Chief Executive Officer.
Directors to understand how the Board
• Building core Board processes following a period of change. compares with other similar organisations,
• Continuing to ensure robust financial and risk management. putting the findings into context.
103
Governance
revieW
DIVISION OF RESPONSIBILITIES AND THE COMPANY’S PURPOSE
BOARD
Chaired by Zillah Byng-Thorne (appointed Non-Executive Chair on 15 June 2023 and subsequently appointed Executive Chair
on 1 September 2023).
Responsible for: The Board currently consists of six members: the Chair, the
• Promoting the Group’s long-term success through effective Chief Financial Officer and four Non-Executive Directors (one of
governance and prioritising the interests of stakeholders. whom is not considered to be independent and is a shareholder
representative). Details of the members of the Board’s careers
• Overseeing the Group’s governance and internal controls.
and strengths can be found on pages pages 99 to 102. The
Directors’ Report can be found on pages 132 to 138.
AUDIT & RISK COMMITTEE REMUNERATION COMMITTEE NOMINATION COMMITTEE

Chaired by Colin Jones Chaired by Louise Jackson Chaired by Zillah Byng-Thorne
(appointed 3 February 2020). (appointed 6 May 2020). (appointed 15 June 2023).
Responsible for: Responsible for: Responsible for:
• Monitoring the integrity of • Determining the policy for • All Executive and Non-Executive
the financial statements. Executive Director remuneration. Director appointments.
• Reviewing the Group’s internal • Reviewing current remuneration • Overseeing the Executive
financial controls and risk practices and ensuring that Leadership Team that reports
management systems. remuneration, strategy and to the Executive Chair.
• The Group’s relationship with culture are fully aligned. • Making use of independent
the external auditors. The Remuneration Committee search consultancies for all
consists of three independent of its appointments.
The Audit & Risk Committee consists
of three independent Non-Executive Non-Executive Directors: Louise The Nomination Committee consists
Directors: Colin Jones, Louise Jackson, Colin Jones and Dame of the Chair of the Board, Zillah
Jackson and Dame Heather Heather Rabbatts, one non- Byng-Thorne, the Non-Executive
Rabbatts. The Executive Chair, the independent Non-Executive Directors, Louise Jackson, Colin
Chief Financial Officer, the General Director, Chris Sweetland, and the Jones and Dame Heather Rabbatts.
Counsel & Company Secretary and Executive Chair, Zillah Byng-Thorne. The Chief Financial Officer, Chief
any other Directors or The Chief Financial Officer, the People Officer, the General Counsel
representatives and external Chief People Officer, the General & Company Secretary and any
advisers attend meetings by Counsel & Company Secretary and other Directors or representatives
standing invitation to make any other Directors or and external advisers attend
proposals and provide such representatives and external meetings by standing invitation to
information as the Audit & Risk advisers attend meetings by make proposals and provide such
Committee requires. The Report of standing invitation to make information as the Nomination
the Audit & Risk Committee can be proposals and provide such Committee requires. The Report of
found on pages 107 to 112. information as the Remuneration the Nomination Committee can be
Committee requires. The Directors’ found on pages 113 to 115.
Remuneration Report can be found
on pages 116 to 131.
104
COMPANY’S PURPOSE Capital allocation – liberating our capital to

•
The Company’s purpose is to become the leading
creative solutions partner to our global client base.
We want to make it easier for our clients to grow by M&C Saatchi’s heritage is founded on creativity and
accessing the full breadth of our skills and capabilities a willingness to challenge convention. Our roots lie
to maximise the reach and potential of their brands. in our advertising business, which still represents
Our offer builds on our creative heritage but will be 42% of our net revenue. However, the Group has
driven by our boldness and our willingness to think, evolved to encompass a broader mix of skills and
and be, different. capabilities across a global footprint, with 58% of
our net revenue and 80% of our pre-central cost
This purpose will be driven by three key themes:
profitability generated by other faster growth and
• Transformation – a simpler, leaner, more higher-margin specialisms.
agile business.
Transformation is a key part of our journey, and we
Aligning with our clients – simplifying how
• have already made substantial progress towards
we face our clients and making it easier for our goal of a simpler, leaner, more client-aligned
our global specialisms, our key differentiator, organisation that is a best fit for the rapidly evolving
to reach the market. global marketplace we are active in.
ATTENDANCE AT BOARD AND COMMITTEE MEETINGS DURING THE YEAR

Seven scheduled meetings of the Board were held during the year ended 31 December 2023. The attendance
record of the Directors at the meetings of the Board and of the Board’s committees is shown in the table below.
Audit & Risk Remuneration Nomination

Board Committee Committee Committee
Chairman
Gareth Davis 3/3 3/3* 2/2* 2/2
Executive Directors
Moray MacLennan** 6/6 6/6* 6/6* n/a*
Zillah Byng-Thorne 4/4 3/3* 4/4 2/2
Bruce Marson 7/7 6/6* 6/6* n/a*
Non-Executive Directors
Lisa Gordon*** 3/3 3/3 2/2 2/2
Louise Jackson 7/7 6/6 6/6 4/4
Colin Jones 7/7 6/6 6/6 4/4
Chris Sweetland 4/4 3/3* 4/4 2/2*
* Attends by invitation.
** Departed the Board on 30 September 2023.
*** Departed the Board on 14 June 2023.
105
COMPLIANCE WITH THE CODE 26) The audit committee should provide an
explanation of how it has assessed the effectiveness
As an AIM-listed entity, the Company is not required
of internal audit and satisfied itself that the
to comply with the Code, but the Board believes that
quality, experience and expertise of the function
it represents best practice and has moved significantly
is appropriate for the business.
towards full compliance with the Code. The Board
continues to work to implement the provisions of The Audit & Risk Committee believes strongly that an
the Code and supports the focus that it places on internal audit function should be a key element of the
relationships with employees, shareholders and Group’s internal control framework, particularly given
other stakeholders. Other than as detailed below, the complex structure of the Group, the significant
the Company complied with the provisions of the number of small, de-centralised operations and
Code for the whole of 2023: an incentive-based culture. Implementation of an
internal audit function was deferred in 2022, due to
11) At least half the board, excluding the chair, should the uncertainty of the Group’s future, pending the
be non-executive directors whom the board considers outcome of the takeover bids. It has since been
to be independent. concluded that it would be appropriate to wait
Following the appointment of Zillah Byng-Thorne to until the new shared finance service centre has
Executive Chair in September 2023, half of the Board been established and the revised internal control
was not considered independent by the Board. The environment has been embedded in the Group’s
appointment of Dame Heather Rabbatts as Senior operations before an internal audit function is set up.
Independent Director in January 2024 has reconciled 41) There should be a description of the work
the position, and the Company now complies with of the remuneration committee in the annual
this provision. report, including: reasons why the remuneration is
12) The board should appoint one of the independent appropriate using internal and external measures,
non-executive directors to be the senior independent including pay ratios and pay gaps; a description,
director to provide a sounding board for the chair and with examples, of how the remuneration committee
serve as an intermediary for the other directors and has addressed the factors in Provision 40; what
shareholders. Led by the senior independent director, engagement has taken place with shareholders
the non-executive directors should meet without the and the impact this has had on remuneration policy
chair present at least annually to appraise the chair’s and outcomes.
performance, and on other occasions as necessary. Whilst the Company aims to comply with the Code,
Following Lisa Gordon’s resignation on 14 June 2023, our evolving remuneration practices are still not as
the Board did not have a Senior Independent Director mature as many FTSE main market companies. As
until the appointment of Dame Heather Rabbatts on such, there are some elements with which we do not
currently comply and have made less progress on
22 January 2024.
than had been hoped. These are the reporting of CEO
pay ratios, employee engagement to explain executive
remuneration and how the factors within Provision 40
of the Code have been addressed. The Company has
committed to implement a new global HR information
system during 2024, which will enable pay ratio
analysis in the future.
106
Report of the Audit

& Risk Committee
I am pleased to present the Audit & Risk Committee’s
Report for the year ended 31 December 2023. The
principal activities of the committee have continued
to be the monitoring of progress in improving internal
financial controls and reporting, and ensuring a more
efficient year-end close and external audit.
The committee’s mandate is to provide effective
governance over the appropriateness of the Group’s
financial reporting and the performance of both the
internal and external audit functions. The committee
also reviews and monitors the Group’s internal
financial control and risk management processes
and related compliance activities.
Throughout the period, the members of the committee
were myself as Chair, and Louise Jackson, an
independent Non-Executive Director. Lisa Gordon was
a member of the committee until she stepped down
from the Board in June 2023. Dame Heather Rabbatts,
also an independent Non-Executive Director, joined
the committee on her appointment to the Board in
COLIN JONES January 2024. Committee meetings are also attended
Chair of the Audit & Risk Committee by the Chair of the Board, Chief Financial Officer, other
Directors, the General Counsel & Company Secretary,
and by the external auditors, all as required. The
committee meets at least annually with the external
“The committee’s auditors without the Executive Directors present.
mandate is to provide PRINCIPAL RESPONSIBILITIES
effective governance The principal responsibilities of the Audit & Risk

Committee are:
over the appropriateness • Financial reporting: a) monitor the integrity of the

Company’s and the Group’s financial statements
of the Group’s financial and any formal announcement relating to the
Group’s financial performance; b) review
reporting and the significant financial reporting judgements, issues
and estimates; and c) confirm whether, taken as
performance of both the a whole, the Annual Report and Accounts are fair,
balanced and understandable.
internal and external • Risk management and internal controls: On

behalf of the Board, to review and monitor the
audit functions.” effectiveness of the Group’s internal financial
controls and risk management systems and
procedures.
107
• External audit: a) assess the effectiveness of the The committee’s full terms of reference, which
external audit process; b) review and monitor the are reviewed annually, are available at:
external auditors’ independence and objectivity; www.mcsaatchiplc.com/governance and reflect
c) review and approve the provision of non-audit the requirements of the UK Corporate Governance
services by the external auditors; and d) make Code 2018 (the “Code”).
recommendations to the Board about the
The Audit & Risk Committee works to a programme
appointment, reappointment and removal of
aligned to key events in the financial reporting cycle.
the external auditors and their remuneration
Meeting agendas include key audit, accounting and
and terms of engagement.
reporting issues as well as standing items required by
• Internal audit: Monitor and review the the committee’s terms of reference. In addition, one-off
effectiveness of the internal audit function and the deep dives into specific risk areas may be requested
annual internal audit plan (where applicable). by the committee at any time.
ACTIVITIES OF THE AUDIT & RISK COMMITTEE

Since reporting on the 2022 Annual Report and Accounts in April 2023, and up until the date of this report,
the Audit & Risk Committee has undertaken the following activities:
AREA OF FOCUS MATTERS CONSIDERED

Financial • Review of significant accounting judgements, estimates and assumptions including: going
reporting concern and viability, revenue recognition, share-based payments and put option accounting,
the valuation and impairment of goodwill, the valuation of unlisted equity investments and the
use of alternative performance measures.
• Review of the Annual Report and Accounts and confirmation to the Board that they are fair,
balanced and reasonable.
• Review of other financial announcements made during the period.
• Assisting with a Financial Reporting Council enquiry into the 2022 accounts, specifically the
reporting of put option payments in the cash flow statement and the exclusion of dividends
paid to put option holders from Headline results.
External audit • Review and approval of the audit plan including key audit matters and approval of the audit fee.
• Monitoring implementation of the external auditors’ recommendations for improving the
efficiency of the year-end closing and audit process.
• Regular updates on audit progress.
• Review of external auditors’ reports to the committee.
Internal controls • Considering the impact on internal controls of the plan to set up a shared service centre in
South Africa in 2024 to support the Group’s Finance function on a global basis.
• Annual assessment of the effectiveness of the Group’s internal financial controls.
• Consideration of the need for an internal audit function.
Risk • Reviewing management’s risk management processes and the Group’s risk register.
management • Deep dives into specific risk areas.
• Annual assessment of the Group’s emerging and principal risks including disclosures
in the Annual Report and Accounts.
Corporate • Confirming compliance with the UK Corporate Governance Code.

governance • Annual review of the effectiveness of the external audit.
• Annual review of the committee’s terms of reference.
108
The most significant accounting issues and judgements Facility is to refinance the previous £47m facility with
considered by the Audit & Risk Committee, and National Westminster Bank Plc and Barclays Bank PLC
discussed with the external auditors, are set out below: (the “Old Facility”) which was due to mature on
31 May 2024. At 31 December 2023, the Group had
SIGNIFICANT ACCOUNTING ISSUES up to £47.0m (2022: £47.0m) of funds available under
AND JUDGEMENTS the Old Facility.
Going Concern and Viability The primary purpose of the New Facility (as it was for
As explained on page 144, the financial statements the Old Facility) is to provide the Group with additional
have been prepared on the going concern basis. In liquidity headroom to support any variations in working
this context, the Board and the Audit & Risk Committee capital and provide funding for bolt-on acquisitions.
considered the Group’s ability to meet its obligations as At 31 December 2023, £16.0m was drawn on the
they fall due for the foreseeable future, with particular Old Facility compared to £7.0m at 31 December 2022.
reference to the economic impact of a global recession The Board has concluded that, under all scenarios
and rising inflation, the strategic initiatives to simplify the modelled by management, the Company will have
business and improve profitability, and the support of sufficient liquidity to operate and will not breach its
the Group’s lenders. For the purposes of assessing going financial covenants under the New Facility.
concern, management prepared a set of cash flow
forecasts, evaluating four different severe but plausible Revenue Recognition
downside scenarios, covering the period to the end Revenue recognition is a critical accounting policy
of 2025. The Board and the Audit & Risk Committee and key audit matter for the Group. The Audit &
reviewed these forecasts under each scenario, and
Risk Committee has devoted considerable time to
the key assumptions on which they are based, and
reviewing the many different aspects of revenue
are satisfied that they are appropriate. Further details
accounting (see Note 4 of the financial statements)
of these forecasts and assumptions are set out in the
and has noted the significant amount of training,
Directors’ Report.
oversight and guidance that continues to be provided
Based on these forecasts and assumptions, the Board to local entities by the Group Finance Team, including
and the Audit & Risk Committee believe that it remains detailed reviews of all contracts and projects that
appropriate to prepare the financial statements on a spanned the year-end date. It is satisfied that
going concern basis. the Group’s revenue accounting policy has been
The Board and the Audit & Risk Committee have consistently applied and that revenue is not materially
also assessed the statement in the Directors’ Report misstated.
in relation to the longer-term viability of the Group, Share-based Payments and Put Option Accounting
including reviewing the forecasts used in the going
concern models (referred to above) extended to The Company’s strategy has been to grow organically
the end of 2026, considering the appropriateness rather than by acquisition. This has traditionally
of this viability period and challenging the factors, been achieved by launching new businesses in
assumptions and risks which are critical to the partnership with a local management team. The local
Group’s viability over this period. The Board and management team receives an equity interest in the
the Audit & Risk Committee have concluded that start-up company at launch and has the option to sell
the statement made by the Directors on page 133 such equity to the Company at a future date based
in relation to the longer-term viability of the Group on certain performance and valuation criteria of the
is appropriate. start-up company as set out in its governing documents.
On 7 March 2024, the Company entered into a new The accounting for these put option schemes is a
revolving multicurrency facility agreement with critical accounting policy. It is a complex area requiring
National Westminster Bank Plc, HSBC UK Bank plc and a number of judgements around the employment
Barclays Bank PLC for up to £50m (the “New Facility”), nature of the arrangement (IFRS 2 or IFRS 9), the
with a further £50m extension if required for strategic future performance of each business and the expected
acquisitions. The New Facility is provided on a three- date of exercise and depends on the substance and
year term with two one-year extensions. This New detailed terms of the underlying arrangement.
109
The Audit & Risk Committee has considered the key loan notes. Many of the investments have received
judgements and estimates made by management in no new funding for a number of years and an
respect of these put option schemes, the assessment additional discount has been applied this year to
of non-market performance conditions, and the reflect management’s experience of the reduction
appropriateness of the forecasts used for valuation in valuation arising as the time elapsed since the
purposes. The committee has concluded that the previous valuation increases.
judgements and estimates applied by management
Management regularly reviews the valuation of
to the accounting for these put option arrangements
each investment in the portfolio. The net revaluation
are reasonable, and that the related disclosures in
adjustment in 2023 was a reduction of £4.9m and
the notes to the financial statements are appropriate.
largely reflects the additional discount applied
Goodwill Carrying Value and Impairment where there has been no new funding for some time.
The portfolio has a carrying value at the balance
The carrying value of goodwill as at 31 December
sheet date of £6.4m (see Note 20 of the financial
2023 was £32.5m (2022: £37.2m), full details of which
statements).
are set out in Note 15 of the financial statements.
The recoverable amount of goodwill is determined The Audit & Risk Committee has reviewed the year-
by management by reference to a value-in-use end valuation of the investments and is satisfied
calculation for each cash generating unit (CGU), that the judgements made in valuing the portfolio
based on the Board approved three-year plans to at 31 December 2023 are reasonable.
December 2026 and a residual growth rate of 1.5%.
Alternative Performance Measures
Management also prepared sensitivity analyses for
each CGU, for which the key variables are the forecast The Group uses “Headline” numbers to report its
profits and cash flows and the discount rate used underlying results, as well as for internal reporting
to measure the present value of these cash flows. purposes (see Note 1 of the financial statements). The
Headline numbers strip out the impact of separately
The Audit & Risk Committee has reviewed
disclosed items, including one-off non-recurring
management’s assessment of the recoverability of
revenues and expenses (see Note 2 of the financial
this goodwill and the impairment recognised in 2023,
statements), and the accounting impact of acquisitions,
taking into account the key judgements around cash
disposals, fair value adjustments and put options.
flows and the discount rate and sensitivity analyses.
The amount of separately disclosed items decreased
The committee has also reviewed the disclosures
in 2023 to a post-tax cost of £5.8m (2022: £11.4m),
relating to goodwill carrying values and impairment
largely as a result of the absence of the significant
in Note 15 of the financial statements. The committee
one-off costs incurred in 2022 defending
is satisfied with the conclusion that no further
the Company against the takeover offers.
impairment is required and with the presentation
of goodwill in the financial statements. The committee has reviewed the Group’s policy for the
exclusion of certain items, when presenting Headline
Unlisted Equity Investments (financial assets at fair
results, and confirmed the consistent application and
value through profit and loss)
appropriateness of this policy from year to year. It
The Group has historically invested in early-stage, has also challenged management on the nature and
unlisted businesses for the purposes of gaining access amount of each separately disclosed item to ensure
to new technologies and digital media trends. The that it was appropriate and treated in accordance
valuation of early-stage businesses is inherently with the Group’s accounting policy.
challenging and subjective, especially where there
Internal Audit
has been no funding round in the period, and therefore
requires a number of valuation judgements to The Audit & Risk Committee believes strongly that an
be made. The valuations applied are based on internal audit function should be a key element of the
several factors, including the share price from the Group’s internal control framework, particularly given
latest funding round, recent financial performance the complex structure of the Group, the significant
(where available), discounting for liquidation number of small, de-centralised operations, and
preference shares and discounting for convertible an incentive-based culture. Implementation of an
110
internal audit function was deferred in 2022, due to To help safeguard the external auditors’ objectivity and
the uncertainty of the Group’s future, pending the independence, BDO is excluded from providing any
outcome of the takeover bids. It has since been non-audit services that individually, or in aggregate,
concluded that it would be appropriate to wait could impair its independence. Prior approval from the
until the new shared finance service centre has Audit & Risk Committee is required for any provision
been established and the revised internal control of non-audit or other services, taking into account the
environment has been embedded in the Group’s relevant professional and regulatory requirements.
operations before an internal audit function is set up. The fees paid to BDO in respect of non-audit services
External Auditor and Audit Effectiveness are shown in Note 6 of the financial statements. The
Company expects to be an Other Entity of Public
This is BDO’s third year as auditors. The BDO partner Interest (“OEPI”) in 2024, which will further limit the
responsible for the audit is Matthew Haverson (Senior external auditors’ ability to provide any non-audit
Statutory Auditor), who replaced Kieran Storan upon services.
his retirement in September 2023.
Effectiveness of the Group’s System of Internal
The Audit & Risk Committee is responsible for Controls and Risk Management
monitoring the external audit process to ensure
high standards of quality and effectiveness. The The Audit & Risk Committee, on behalf of the Board,
committee has satisfied this objective through a is responsible for reviewing the adequacy and
number of measures including: effectiveness of the Group’s internal financial controls
and its internal control and risk management systems.
• Reviewing the audit plan, scope, materiality These controls and systems are reviewed on a regular
and resources. basis with a view to driving continuous improvement.
• Challenging the auditors on the findings of In recent years, significant steps have been taken to
the Financial Reporting Council’s Audit Quality improve the Group’s internal financial controls and
Review, and the steps taken by BDO to improve processes including the roll-out of new, standardised
their audit quality. finance systems across all Group entities, the push down
• Monitoring the independence and transparency of Group accounting policies to local entities, investment
of the auditors (see below). in resources and skills within the Group Finance function,
and a shift from a de-centralised operating culture to
• Regular meetings between the Audit & Risk one with more robust central control, oversight and
Committee Chair and the audit partner without accountability. These improvements have enabled
management present. the Group to explore further efficiencies from setting
• Obtaining feedback from the Chief Financial up a finance shared service centre in 2024 and this
Officer and his team on the quality of the audit project will continue to be monitored by the Audit & Risk
team, their understanding of the business and Committee.
its risks, and the quality of their judgements The external audit remains substantive rather than
and communications.
controls-based. In 2024, the committee will continue
These steps have enabled the committee to be to focus on improvements to financial controls and
satisfied with the effectiveness of the external audit. reporting as part of its longer-term goal of moving
As a result, the committee has recommended to the towards a more efficient controls-based audit. The
Board that a resolution for the reappointment of BDO creation of a finance shared service centre will
will be proposed at the Company’s Annual General accelerate this journey.
Meeting to be held in 2024.
The Audit & Risk Committee also continues to review
The external auditors’ report to the Directors and to and update the Group’s principal risks, these are
the Audit & Risk Committee has confirmed that BDO shown on pages 57 to 61 and in 2024, the committee
remained independent throughout the 2023 audit, will undertake deep dives into a number of the
and the committee concurs with this view. principal risks.
111
Financial Reporting Council (FRC) Enquiry

In October 2023, the Company received a letter
from the FRC, following a review it undertook of the
Company’s Annual Report and Accounts for the year
ended 31 December 2022. The FRC requested further
information to help understand:
• Why cash paid on the settlement of put options,
included as a staff cost in the income statement,
“In recent years, significant
was classified as a financing activity in the cash steps have been taken
flow statement.
• Why the Company’s measure of Headline results
to improve the Group’s
excludes from staff costs the amounts relating internal financial controls
to dividends paid to put option holders and put
option accounting adjustments. and processes including
The Company has reclassified the cash paid to settle the roll-out of new,
put options as an operating activity, rather than a
financing activity, to align more closely with how the standardised finance
expense is reported in the income statement. The
comparatives for the year ended 31 December 2022 systems across all Group
have been restated to reflect this.
entities, the push down
The FRC noted the Company’s explanation of why
Headline results exclude dividends paid to put option of Group accounting
holders and put option accounting adjustments. No
adjustment was deemed necessary, but additional policies to local entities,
explanations have been added to the financial
statements.
investment in resources
The FRC also brought to our attention 10 further and skills within the Group
observations for consideration when preparing the
Company’s Annual Report and Accounts for the year
Finance function, and a
ended 31 December 2023, which have been reflected shift from a de-centralised
in this report.
Annual Report and Accounts
operating culture to one
At the request of the Board, the Audit & Risk Committee with more robust central
has considered whether the Annual Report and
Accounts, taken as a whole, are fair, balanced control, oversight and
and understandable and provide the necessary
information for shareholders to assess the Group’s
accountability.”
position, performance, business model and strategy,
and confirms that this is the case.
COLIN JONES
Chair of the Audit & Risk Committee
11 April 2024
112
Report of the
Nomination Committee
Dear Shareholders
I am pleased to present the Nomination Committee
Report for the year ended 31 December 2023. This
report provides a summary of the key activities and
areas of focus of the committee during the year.
The committee met formally four times during 2023.
Committee members’ attendance at meetings are
indicated on page 105. The Chief Financial Officer, the
Chief People Officer, the General Counsel & Company
Secretary and any other Directors or representatives
and external advisers attend meetings by standing
invitation to make proposals and provide such
information as the committee requires.
During the year, our Board has seen the appointment
of a new Chief Financial Officer and Non-Executive
Chair (then subsequently on an interim basis, Executive
Chair) as well as a search for a new Chief Executive
Officer and a new Senior Independent Director;
as a consequence the Nomination Committee has
been busy.
ZILLAH BYNG-THORNE
Executive Chair The committee also reviewed the composition
of the Board during the year and more recently,
the recommendations of the Board evaluation.
Further information can be found on page 103.
“The committee is I hope that you find this report useful in understanding
satisfied that it has the work of the Nomination Committee, and I welcome
any feedback from shareholders in relation to the
fulfilled its responsibilities committee and its activities.
RESPONSIBILITIES AND ACTIVITIES

in accordance with its The committee’s role and responsibilities are governed
terms of reference.” by its terms of reference, which are reviewed and
approved annually by the committee and, as required,
by the Board.
113
In summary, the committee oversees: the last two Annual General Meetings must retire and
(if relevant) stand for re-appointment. As the Company
• The composition of the Company’s Board and
has adopted the UK Corporate Governance Code,
its committees by setting criteria for Board
all of the Directors currently must offer themselves
positions, identifying candidates and making
for re-election at each Annual General Meeting.
recommendations to the Board on
appointments. In doing so, it takes into
COMMITTEE EVALUATION
consideration the Board’s structure, size,
diversity, demographics and balance between The committee was evaluated as part of an external
Executive and Non-Executive Directors. evaluation of the Board and its committees facilitated
• Succession planning for the Chair and Board by Lintstock. Areas identified for additional focus in
members, which includes the identification, 2024 are set out on page 103.
mentorship and development of future The Committee’s Key Activities for the Year Ended
candidates. 31 December 2023 are Summarised Below:
• Succession planning linked to all executive
Board and ELT succession planning
and senior management positions.
• The induction of new Directors and the ongoing The committee keeps under regular review the
training and professional development of structure, size and composition of the Board, and in
Board members, as and when required. its review considers the skills, knowledge, diversity
and experience on the Board. The committee took
• The effectiveness and ultimately the
these factors into consideration in its discussions on
performance of the Board, its committees
succession planning during 2023.
and individual members.
At its meeting on 22 November 2023, the committee
The committee is satisfied that it has fulfilled its
discussed succession planning for the Executive
responsibilities in accordance with its terms of
Leadership Team, including the diversity of the talent
reference, a copy of which can be found on the
pipeline and the current and future skills and attributes
Company’s website at https://www.mcsaatchiplc.com/
required by the Company.
governance.
Chief Financial Officer succession
COMPOSITION AND ELECTION/RE-ELECTION
Bruce Marson had been acting as Interim Chief
OF DIRECTORS
Financial Officer since May 2022 since the departure
Until 14 June 2023, the committee was composed of four of the then Chief Financial Officer. The committee
Non-Executive Directors: Gareth Davis (Committee instructed independent specialists, Independent
Chair), Lisa Gordon, Louise Jackson and Colin Jones. Search Partnership LLP, to assist with the search for
Following the departure of Gareth Davis and Lisa a permanent Chief Financial Officer. Independent
Gordon from the Board on 14 June 2023, the committee Search Partnership LLP had no links to the Company
was reconstituted to two Non-Executive Directors and nor to any of the Directors on appointment.
me, as Executive Chair. Since Dame Heather Rabbatt’s
Following the completion of the search process for
appointment to the Board, the committee is now
a permanent Chief Financial Officer led by Moray
composed of three Non-Executive Directors and me, as
MacLennan, the Chief Executive Officer, the committee
Executive Chair. The committee members’ qualifications
was delighted to appoint Bruce Marson as the
and experience are available on pages 99 to 102.
permanent Chief Financial Officer on 30 March 2023
The Company’s articles of association require a and to the Board on 12 April 2023.
director appointed by the Board to retire at the
Non-Executive Chair succession
Company’s next Annual General Meeting. In addition,
the articles of association require directors to retire Following Gareth Davis’ announcement to step down
at each Annual General Meeting on the basis from the Board, the committee instructed The Inzito
recommended by the corporate governance code Partnership Limited on the search for a new
adopted from time to time by the Company and, in independent Non-Executive Chair of the Company.
any event, require that any director who was not The search process was managed by Lisa Gordon,
appointed or re-appointed as a director at either of the Senior Independent Director. The Inzito Partnership
114
Limited had no links to the Company nor to any of the of the Company’s issued share capital. Accordingly,
Directors on appointment. Following a thorough Chris is not considered to be independent. Chris is
search process, I joined the Company as the new entitled to remain on the Board (subject to normal
independent Non-Executive Chair on 15 June 2023. performance conditions) provided AdvancedAdvT
Limited and Vinodka Murria retain an aggregate
Executive Chair and Chief Executive Officer
interest of at least 11.5% of the Company’s issued
appointments
share capital.
During the year, Moray MacLennan indicated to the
Following the conclusion of a thorough search process,
Chair that he was considering retiring after nearly the Company appointed Dame Heather Rabbatts
30 years with the Company. In July 2023, he formally as Senior Independent Director on 22 January 2024.
announced his decision to retire from his role as Chief
Executive of the Company; as a consequence one of CULTURE AND DIVERSITY, EQUITY AND INCLUSION
the key activities of the committee during 2023 was the
search for a new Chief Executive Officer. It was evident The UK Corporate Governance Code and our
that following Moray’s departure there was no clear shareholders place great importance on the role of
candidate who could step up on an interim basis, and the Nomination Committee with regard to diversity,
so, after discussions with the Board, I agreed to take on equity and inclusion, and gender balance.
the position as Executive Chair for up to 12 months until The Company’s dedication to diversity and inclusion is
a new Chief Executive Officer could be found. detailed within our planet and people commitments,
The search for the new Chief Executive Officer was led specifically outlined in commitments 4, 5, and 6 on
by me, as Executive Chair of the Board. Following a pages 69 to 74. We have initiated the roll-out of a
review of executive search firms by the Chief People global diversity, equity and inclusion policy, marking
Officer, Odgers Berndtson was approved by the the initial steps to driving consistency in diversity,
committee as the preferred search firm, it was best equity and inclusion practices worldwide.
placed to identify the key skills and attributes required Currently, our Executive Leadership Team (including
in a Chief Executive Officer. Odgers Berndtson had no the General Counsel & Company Secretary) has a
links to the Company nor to any of the Directors on gender distribution of 14% female and 86% male.
appointment. Odgers Berndtson was appointed on Similarly, amongst the business leaders reporting to
17 November 2023 and a detailed search process was that team, there exists a split of 44% female and
undertaken. 54% male.4
As announced by the Company on 22 February 2024, We have a very balanced Board from a gender
following a comprehensive search process, Zaid diversity perspective, and also have colleagues with
Al-Qassab will join the Company as Chief Executive ages spanning 49–68. During the year, we had no
Officer on 13 May 2024. I will return to my role as ethnic diversity on the Board. This was something I felt
Non-Executive Chair of the Company following the very strongly about, and it needed to change; we set
conclusion of the Annual General Meeting of the the tone for diversity and inclusion from the top.
Company on 16 May 2024.
Following the successful conclusion of the search for our
Non-Executive Director changes new Chief Executive Officer and Senior Independent
Neither Gareth Davis nor Lisa Gordon sought re- Director, our ethnic diversity ratio will improve, with
election to the Board at the Company’s 2023 Annual 33% being from mixed/multiple ethnic groups.
General Meeting, and both stepped down from the Please see pages 69 to 75 for details of the Company’s
Board following the close of the Annual General diversity initiatives.
Meeting held on 14 June 2023.
I should like to thank the other committee members for
Chris Sweetland became a Non-Executive Director their dedication during the year.
on 15 June 2023. He serves as a representative of
AdvancedAdvT Limited and Vinodka Murria who, at ZILLAH BYNG-THORNE
the date of this report, hold in aggregate 27,237,985 Executive Chair
ordinary shares in the Company, representing 22.2% 11 April 2024
4 The gender distribution data for business leaders is based on a survey conducted across our four main regions. Amongst the 85% of respondents, 98% provided a response to
the question regarding their gender, with 2% opting not to disclose.
115
Directors’
Remuneration Report
Dear Shareholder
On behalf of the Board, I am pleased to present the
Directors’ Remuneration Report for the year ended
31 December 2023.
Over the past 12 months, as well as supporting the
Executive Chair with the search for a new Chief
Executive Officer and meeting with shareholders to
understand their views, the Remuneration Committee
has been heavily involved in remuneration discussions
which extend our newly embedded remuneration
framework further into the organisation to our global
senior leadership teams. This activity builds on the firm
foundations that we have set over the past two years
and provides a globally consistent framework for our
senior leaders for the first time.
As a result of c.38.7% of shareholders failing to support
the Directors’ Remuneration Report last year, I spent
time during the year engaging with our largest
shareholders to understand any concerns they may
have. Concerns raised as a result of this process have
LOUISE JACKSON been taken on board and the committee remains
Chair of the Remuneration Committee committed to engaging with our largest shareholders
going forward.
As I have mentioned in previous years, although,
as an AIM-listed business we are not obliged to, we
seek to implement the provisions of the UK Corporate
“The work of the Governance Code and ensure our remuneration
arrangements are aligned with best practice. We will
Remuneration be seeking approval from shareholders once again
this year for the Directors’ Remuneration Report.
Committee over the past This report sets out the implementation of the
Company’s Directors’ Remuneration Policy (the
year has focused Remuneration Policy) and the remuneration paid
to the Directors for the year in the context of the
predominantly on Remuneration Policy which can be found on
pages 116 to 131 of this report.
refocusing our attention
to a return to business-
as-usual activities.”
116
COMMITTEE COMPOSITION CHIEF EXECUTIVE OFFICER RECRUITMENT

The Remuneration Committee consists of my fellow Following the announcement on 24 July 2023 that
independent Non-Executive Directors, Colin Jones and Moray MacLennan intended to retire from his role
Chris Sweetland, and Zillah Byng-Thorne, the Board as Chief Executive Officer of the Company, the
Chair (currently Executive Chair). Although not on the committee has worked closely with the Executive Chair
Board during the reporting period, Dame Heather and the Company in the search for a new Chief
Rabbatts joined the Board and the committee on Executive Officer. The committee met with a number
22 January 2024. We are independently advised by of excellent candidates, and I am delighted that, as
Korn Ferry, who are members of the Remuneration a result of the search process, Zaid Al-Qassab will
Consultants Group and advise in accordance with be appointed in the role of Chief Executive Officer,
their code of conduct. effective 13 May 2024. The terms of his remuneration
arrangements are set out on page 118 of this report.
The work of the Remuneration Committee over the
past year has focused predominantly on refocusing EXECUTIVE DIRECTORS
our attention to a return to business-as-usual
On 24 July 2023, Moray MacLennan announced
activities as well as the review of incentivisation for
his intention to retire from the Company. Given the
our senior leadership teams below the Executive
transformational agenda of the Company, it was
Leadership Team. With the support of our Chief
agreed that he would go on garden leave from
People Officer and General Counsel & Company 30 September 2023. In line with the Remuneration
Secretary, we have continued with our extensive Policy, Moray will receive contractual payments under
review of all equity-based incentive arrangements the terms of his service agreement until the end of
within the Group’s subsidiaries. As these mature, his garden leave on 30 June 2024. As a result of his
we continue to replace them with cash-based plans retirement from the Company, in line with the
that do not have the potentially high dilutive impact Company’s Long Term Incentive Plan (LTIP) Scheme
on our shareholders. Rules (the Rules), the committee determined that
Moray would be treated as a “good leaver” in relation
ALIGNMENT WITH VISION AND STRATEGY to the awards made to him in 2021 and 2022 under the
Our ambition is to accelerate our client business LTIP. As such, awards will vest subject to performance,
in line with other participants of the scheme and in line
growth through the creation of beautifully simple
with the Rules.
solutions in an increasingly complex world. Following
a detailed review, our strategy is centred around From 1 September 2024, Zillah Byng-Thorne assumed
accelerating our growth, strengthening our margins the role of Executive Chair on an interim basis, during
and improving and simplifying our corporate and the search process for a new Chief Executive Officer,
balance sheet structure. Our strategy is centred and her fee was increased accordingly to £670,000,
around the following core pillars: which was in line with Moray’s base salary. As
Executive Chair, Zillah is not entitled to participate in
• Transformation – a simpler, leaner, more agile any of the variable pay arrangements associated with
business. the role of Chief Executive Officer, in order to maintain
• Indispensable – indispensable work for our her impartiality on her return to a Non-Executive role.
clients, easy to work with, broad in capability, Upon Zillah’s return to the role of Non-Executive Chair
with deep local knowledge. in May 2024, her fee will reduce accordingly.
Capital allocation – liberating our capital to

• The Remuneration Committee has responsibility for
re-invest in longer-term growth opportunities Executive Directors’ remuneration as well as the
remuneration of Executives who form the Executive
and support.
Leadership Team. Over the past 12 months we have
The Remuneration Policy and framework support continued to simplify and align our approach to reward
this vision and strategy directly. for our senior leadership teams across the Group.
117
Although the Group recovered well from a challenging The annual bonus will continue to be a key driver in
first half, with Headline profit before tax of £28.7m, incentivising in-year performance in line with financial
the minimum profit before tax threshold to trigger goals shared externally, with targets being set for
payments under the annual bonus scheme for Headline profit before tax (60%), revenue (30%) and
Executive Directors was not met. ESG (10%).
After careful consideration, the committee reviewed The LTIP will focus on driving longer-term performance
the formulaic outcome of the bonus calculations and aligned to the financial goals shared externally, with
felt that the outcome was reflective of overall targets being set for total shareholder return (50%)
performance, and as such, no annual bonus payments and Headline adjusted earnings per share (50%).
were due to Executive Directors for the year ended
I trust that you will find this report helpful and
31 December 2023.
informative and agree that the determinations made
by the committee are appropriate and in the long-term
SHAREHOLDER ENGAGEMENT
interests of both the Company and our shareholders.
We are very conscious of the benefits from and need
I would also like to take this opportunity to thank our
to fully engage with our shareholders on all key
shareholders for your ongoing support and hope that
matters moving forward and are committed to doing
you support the Directors’ Remuneration Report for
so. The results of the voting on the 2022 Remuneration
the year at the Company’s Annual General Meeting
Report, which included the Remuneration Policy,
to be held in 2024. I will be available at that meeting
are set out on page 120 of the report. In addition, on
to answer any questions that you may have regarding
14 December 2023, the Company provided an update
the work of the committee.
to shareholders following the views received from
shareholders, and the actions taken following the
voting outcomes at its 2023 Annual General Meeting LOUISE JACKSON
held on 14 June 2023, in accordance with Provision 4 Chair of the Remuneration Committee
of the UK Corporate Governance Code. 11 April 2024
IMPLEMENTING THE REMUNERATION POLICY

IN 2024
This is summarised in the report below and contains
the normal elements of fixed and variable pay.
The bonus and long-term incentives are capped
by reference to base salary, and Executive Directors
have shareholding guidelines. “We are very conscious
Base salary is reviewed annually, but there are of the benefits from
automatic increases in line with the wider workforce
applied for Executive Directors. There is no base pay and need to fully engage
award proposed for Bruce Marson for the year ending
31 December 2024.
with our shareholders on
Zaid Al-Qassab will assume the role of Chief Executive all key matters moving
Officer on 13 May 2024 and his package will be set in
line with the Remuneration Policy.
forward and are
Zaid’s base salary will be £600,000. His bonus will committed to doing so.”
be up to 100% of base salary and in addition, he will
normally receive an annual LTIP award of up to 150%
of base salary, with an award in the first year of
up to 200% of base salary in order to align Zaid to
shareholders’ interests.
118
COMMITTEE COMPOSITION • Acting on behalf of the Board in connection with

the establishment and administration of the
This section details the Remuneration Committee’s
Company’s current and/or future share plans,
composition and activities undertaken over the
including the selection of participants,
past year.
determining the structure of awards and the
setting of performance targets.
COMMITTEE MEMBERS
• Drafting and approving any remuneration-
The current committee members and the dates they
related resolutions to be put to the shareholders
joined the committee are:
at the Company’s Annual General Meeting.
• Louise Jackson (Chair), 17 March 2020.
The committee formally met six times during 2023.
• Colin Jones, 17 March 2020.
Over the course of the year, the main activities were to
• Chris Sweetland, 15 June 2023.
discuss and agree the treatment of remuneration for
• Zillah Byng-Thorne, 15 June 2023.
Executive Directors in terms of business-as-usual
• Dame Heather Rabbatts, 22 January 2024.
activities, as well as overseeing and agreeing details
Lisa Gordon was a member of the committee from relating to the departure of Moray MacLennan and
17 March 2020 until 14 June 2023 when she stepped the appointment of Zillah Byng-Thorne to the role of
down from the Board. Executive Chair.
Whilst not a member of the committee during the
ADVISORS
reporting year, Dame Heather Rabbatts joined the
committee on her appointment to the Board on The committee retains Korn Ferry to provide
22 January 2024. independent remuneration consultancy services
to the Group. Korn Ferry is a member of the
No Directors are involved in determining their own
Remuneration Consultants’ Group and, as such,
remuneration. The committee may invite other
voluntarily operates under the code of conduct in
individuals to attend all or part of any committee
relation to executive remuneration consulting in
meeting, as and when appropriate and necessary,
the UK. The code of conduct can be found at
including members of management and external
www.remunerationconsultantsgroup.com.
advisers.
The total fee for advice provided to the committee
ROLE during the year was £21,515 (2022: £43,375). The
committee is satisfied that the advice it received
The Remuneration Committee is a committee of
has been objective and independent.
the Board. The committee has responsibility for
determining the remuneration of the Company’s
SHAREHOLDER CONSIDERATIONS
Executive Directors, the Chair and selected Senior
Executives, taking into account the need to ensure The Company is committed to ongoing shareholder
Executives are properly incentivised to perform in dialogue and takes an active interest in feedback we
the interests of the Company, its people and its receive from our shareholders and voting outcomes.
shareholders. The voting result from the Annual General Meeting
held in June 2023 on the resolution to approve the
The Remuneration Committee’s key responsibilities are:
Remuneration Report, including the Remuneration
• Shaping and agreeing with the Board the policy Policy, is set out on the following page.
framework for the remuneration of Executive
We engaged with our shareholders through the
Directors and certain aspects of the remuneration
conduct of a consultation on the voting outcomes
of senior management.
of the Company’s 2023 Annual General Meeting,
• Determining the total individual remuneration as four resolutions were passed with more than
package of each Executive Director with due 20% votes against including the resolution to approve
regard to the performance of the individual, in the Remuneration Report, see pages 63, 97 and 118
line with the agreed Remuneration Policy. for further information on this process.
• Agreeing Executive Directors’ contractual terms.
119
Approval of the 2022 Directors’ Remuneration Report These policy objectives will be achieved by ensuring
(including the Remuneration Policy) remuneration is reflective of applicable market
For 61.30% (58,089,029) conditions, statutory obligations and who should be
incentivised by variable remuneration. Our aim is to
Against 38.70% (36,672,809)
deliver outstanding performance, whilst providing
Withheld (66,466)* organisational flexibility and operational efficiency.
Total votes as % of issued share 77.5%
In addition, the Remuneration Policy is designed taking
capital (excluding treasury shares)
into account the following principles of the Code:
* A vote withheld is not a vote in law and is not counted in the calculation of the votes
for or against a resolution. • Clarity – the Remuneration Policy is well
understood by the management team and
DIRECTORS’ REMUNERATION POLICY is clearly articulated to shareholders.
This section sets out the Company’s Directors’ • S

implicity – the committee is mindful of the need
Remuneration Policy (the “Remuneration Policy”), to avoid overly complex remuneration structures
which has been applicable since 1 January 2021. which can be misunderstood and deliver
The Remuneration Policy was developed taking into unintended outcomes. Therefore, one of the
account the regulations applicable to main market committee’s objectives is to ensure that the
listed companies5, the principles of the 2018 UK executive remuneration policies and practices
Corporate Governance Code (the “Code”) and are as simple to communicate and operate as
relevant UK institutional investor guidance. possible, while also supporting strategy.
Whilst the Company is listed on AIM and is therefore • Risk – the Remuneration Policy is designed to
not required to comply with the requirements for Main ensure that inappropriate risk-taking is not
Market listed companies, the Board and committee encouraged and will not be rewarded. This is
have chosen to follow these requirements insofar as done via (i) the balanced use of both short and
is possible and practicable for the Company. long-term incentive plans which employ a blend
of financial, non-financial and shareholder return
Key Principles of the Remuneration Policy targets; (ii) the significant role played by equity in
The Company is committed to ensuring that its the incentive plans (together with shareholding
remuneration practices enable it to appropriately guidelines); and (iii) recovery provisions.
compensate employees for the services they provide • Predictability – the incentive plans have clearly
to the Company, attract and retain employees with defined performance conditions setting out the
skills required to effectively manage the operations metrics and targets required to be met to achieve
and growth of the business and motivate employees defined levels of pay.
to perform in the best interests of the Company.
• P
roportionality – there is a clear link between
The Company’s remuneration principles ensure that: individual awards, delivery of strategy and
• It offers a suitable package to attract, retain and long-term performance. In addition, the
motivate people with the skills and attributes significant role played by incentive/“at-risk” pay,
needed to deliver the Company’s business goals. together with the structure of the Executive
Directors’ service contracts, ensure that poor
• Its policy and practices aim to drive behaviours performance is not rewarded.
that support the Company strategy and business
objectives. Alignment to culture – the executive pay policies
•
are fully aligned to the Company’s culture.
• Incentive plans are linked to company and
individual performance to encourage high
performance from employees, both at an
individual and collective level.
5 Large and Medium-size Companies and Groups (Accounts and Reports) (Amendment) Regulations 2013, as amended.
120
SUMMARY OF OUR REMUNERATION POLICY
PERFORMANCE
PURPOSE OPERATION OPPORTUNITY MEASURES
Base salary
Provide a base level Salaries are normally reviewed annually Increases will None, although
of remuneration to with any changes typically effective from normally be in line individual and
support recruitment the beginning of the financial year. with average corporate performance
and retention of When determining an appropriate level increases made to is considered during
Executive Directors of base salary, the committee considers: the wider employee any annual base
with the necessary workforce, although salary review.
• Remuneration practices within the
experience and in exceptional
Company.
expertise to deliver the circumstances larger
• The performance of the individual
Company’s strategy. increases may be
Executive Director.
provided, for
• The experience and responsibilities
example, to reflect
of the Executive Director.
a change in role/
• The general performance of the
responsibilities.
Company.
• Base salary level prior to appointment. Individuals who are
• Salaries paid by comparable recruited or promoted
companies. to the Board may, on
• The economic environment. occasion, have their
salaries set at a lower
level with larger
increases provided as
they gain experience.
Benefits
Provide a market- The Executive Directors may receive The maximum will None.
competitive level of benefits which include, but are not limited be set at the cost
benefits to support to, car allowance and related benefits, of providing the
recruitment and family private health cover, critical benefits described.
retention of Executive illness cover, life assurance cover,
Directors with the income protection and accident/
necessary experience sickness/business travel insurance
and expertise to deliver (including tax payable if any).
the Company’s Other benefits such as relocation
strategy. allowances may be offered if considered
appropriate and reasonable by
the committee.
Any reasonable business-related expenses
can be reimbursed in accordance with
the Company’s expenses policy, including
the tax thereon if determined to be a
taxable benefit.
The Executive Directors may participate
in any all-employee share plans operated
by the Company, on the same terms as
other employees.
121
PERFORMANCE
Pensions
Provide appropriate The Company may provide pension The maximum None.
levels of pension contributions in the form of a base salary pension contribution
benefits to support supplement and/or as an employer as a percentage of
recruitment and contribution to a defined contribution base salary will be
retention of Executive pension plan. in line with the
Directors with the contribution level
necessary experience provided to most
and expertise to of the workforce
deliver the Company’s (currently 6% of base
strategy. salary in the UK).
Group Annual Bonus
The Group Annual Performance measures, weightings and The maximum bonus Performance measures
Bonus Plan provides targets are reviewed and set annually by opportunity is 100% will be set to support
an incentive to the the committee, in line with the Company’s of base salary. the strategy based on
Executive Directors strategic objectives at that time. For 2023, the Chief a range of key financial
linked to achievement Levels of award determined by the Executive Officer’s and personal/strategic
in delivering goals in committee after the year-end will be annual bonus objectives.
a sustainable manner based on performance against the opportunity was At least 50% of the
that are closely aligned targets set, based on audited results, 100% of base salary. bonus is based on
with the Company’s unless otherwise noted. The committee The Chief Financial Group financial metrics
strategy and the retains overriding discretion to adjust Officer’s bonus and no more than
creation of value the outcome upwards or downwards, opportunity was set 25% of bonuses will
for shareholders. where the formulaic outcome is, in at 100% of base salary be based on personal
the view of the committee, not a fair on appointment. objectives.
and accurate reflection of business No more than 25% For 2023, the bonus
performance. of the relevant portion was based on Group
The bonus may be paid wholly in cash, of the bonus is Headline profit before
or the committee may determine that a payable for delivering tax targets (50%
portion of the bonus should be delivered a threshold level of weighting), Group
in deferred shares. performance rising revenue targets (25%
Malus and clawback provisions apply to full pay-out of the weighting), ESG targets
such that in certain circumstances the relevant portion for (10% weighting) and
committee may withhold or recover delivering in line with personal objectives
bonus payments. the maximum target. (15% weighting).
No more than 50% of The targets and
the relevant portion performance against
is payable for them will be disclosed
delivering a target in the relevant Annual
level of performance. Report and Accounts
following the end of the
performance period.
122
PERFORMANCE
Long-Term Incentive Plan (LTIP)
Awards are designed Awards may be granted annually to The maximum annual Performance measures
to incentivise the Executive Directors under the LTIP. grant level is 200% are set by the committee
Executive Directors to The awards normally vest no earlier of salary. over a three-year period
maximise returns to than the third anniversary of grant The Chief Financial prior to the grant being
shareholders by and only to the extent the performance Officer was granted made.
successfully delivering conditions have been satisfied. an award over shares At least 50% of the LTIP
the Company’s to the value of 100% will be based on Group
The committee retains overriding
objectives over the long of salary in 2023. financial and/or total
discretion to adjust the outcome
term in a sustainable No awards were shareholder return
upwards or downwards, where the
manner. granted to the former (“TSR”) metrics.
formulaic outcome is, in the view of
the committee, not a fair and accurate Chief Executive Officer 2023 awards will be
reflection of business performance. in 2023. assessed against TSR
No more than 25% performance versus the
A two-year holding period will normally
of the relevant portion FTSE SmallCap Index
apply to the vested shares such that the
of an award will vest (50% weighting) and
shares may not be sold by the Director
for delivering a adjusted earnings per
during this period other than to settle
threshold level of share (50% weighting).
tax liabilities in relation to those shares.
performance rising
Malus and clawback provisions apply to full pay-out of
such that in certain circumstances the
the relevant portion
committee may withhold or recover
for delivering in line
LTIP payments.
with the maximum
target.
Shareholding Requirement
To support long-term The committee has adopted shareholding Executive Directors None.
commitment to the guidelines that encourage the Executive are required to
Company and the Directors to build up and then subsequently build up and hold
alignment of Executive hold a shareholding equivalent to a a shareholding
Director interests with multiple of their base salary. equivalent to 200%
those of shareholders. The requirement for an Executive Director of salary and then
to maintain a holding of 100% of base retain a holding of
salary for a year after leaving excludes 100% of salary for the
any shares purchased by the Director. year after leaving.
The committee retains discretion
with respect to the operation of
the shareholding requirement.
123
PERFORMANCE
Chairman and Non-Executive Directors
To provide a Fees are structured as follows: Overall fees will not None.
competitive fee for The Chairman is paid an all-inclusive exceed the maximum The Non-Executive
undertaking the role fee for all Board responsibilities. in the Company’s Directors are not
which is sufficient to articles of association. entitled to receive any
Non-Executive Directors are paid a basic
attract high calibre remuneration which is
fee, plus additional fees for additional
individuals to the role. performance related.
responsibilities such as chairing Board
committees.
The Chairman’s fee is determined by
the committee, with the Non-Executive
Directors’ fees being determined by
the Board.
Additional fees may also be paid to the
Chairman and/or Non-Executive Directors
on a per diem (or other) basis to reflect
increased time commitment in certain
limited circumstances. Fees are normally
paid in cash.
Any reasonable business-related expenses
can be reimbursed, including the tax
thereon if deemed to be a taxable benefit.
Non-Executive Directors are encouraged
to build a shareholding equal to at least
1x their annual fees. Whilst there is no
time limit for this, it is hoped that this
will occur by the end of their second
three-year term.
124
REMUNERATION COMMITTEE DISCRETION RECRUITMENT POLICY

The committee retains discretion to make any The remuneration arrangements for a new Executive
payments, notwithstanding that they are not in line Director would normally be in line with the terms of
with the policy set out above, where the terms of the the Remuneration Policy and would be set considering
payment were agreed (i) before the policy came into the specific circumstances of the individual. In addition,
effect, or (ii) at a time when the relevant individual was the committee may offer additional remuneration to
not a Director of the Company and, in the opinion of replace remuneration forfeited on leaving a previous
the committee, the payment was not in consideration employer.
of the individual becoming a Director of the Company.
Where a position is filled internally, the committee may
The committee will operate the variable pay plans honour any pre-existing remuneration obligations or
(i.e. Group Annual Bonus Plan, Long-Term Incentive outstanding variable pay arrangements in relation to
Plan (LTIP) and other incentive plans) according to the individual’s previous role, such that these shall be
their respective rules. The committee retains certain allowed to continue according to the original terms
discretion in respect of the operation and (adjusted as relevant to take account of the Board
administration of these arrangements. appointment).
In addition, the committee retains the ability to adjust For internal and external appointments, the committee
the targets and/or set different measures if events may agree that the Company will meet certain
occur (e.g. a material acquisition and/or divestment relocation and/or incidental expenses as appropriate.
of a Group business) which cause it to determine that
the conditions are no longer appropriate, and the SERVICE CONTRACTS AND CESSATION
amendment is required so that the conditions achieve OF EMPLOYMENT
their original purpose and are not materially less
Service contracts may be terminated by either the
difficult to satisfy.
Company or an Executive Director with no more than
12 months’ notice. The Company may determine to
MALUS AND CLAWBACK PROVISIONS
make a payment in lieu of notice in respect of base
Annual bonus and LTIP payments remain subject to salary and contractual benefits only.
malus and clawback until two years after they have
The treatment of outstanding variable pay schemes
vested/been paid. Circumstances that may result in a
shall be determined by the committee considering the
clawback or malus for an individual include financial
time employed during the respective performance
misstatement, erroneous calculations determining
periods and the circumstances of departure. The
payments, corporate failure, serious misconduct or
committee will fulfil its duty to seek to ensure that there
if material reputational damage is caused by the
is no reward for failure and, in doing so, not paying
individual to the Group.
more than is necessary whilst acting fairly and
reasonably to all parties.
125
Annual
Remuneration Report
This section summarises remuneration paid out to the Directors for the 2023 financial year and details of how the
Remuneration Policy will be implemented in the 2024 financial year.
DIRECTORS’ REMUNERATION FOR THE 2023 FINANCIAL YEAR (AUDITED)
Base Annual Long-term Total Fixed Total Variable

Salary/Fees Benefits Pension Bonus Incentives Total Remuneration Remuneration
£000 £000 £000 £000 £000 £000 £000 £000
Director 2023 2022 2023 2022 2023 2022 2023 2022 2023 2022 2023 2022 2023 2022 2023 2022
Moray MacLennan 1
670 650 32 41 40 39 - 650 - - 742 1,380 742 730 - 650
Bruce Marson2 206 - 2 - 12 - - - - - 220 - 20 - - -
Gareth Davis 3
114 250 - - - - - - - - 114 250 114 250 - -
Chris Sweetland4 27 - - - - - - - - - 27 - 27 - - -
Colin Jones 5
75 95 - - - - - - 75 95 75 95 - -
Lisa Gordon5, 6 34 115 - - - - - - 34 115 34 115 - -
Louise Jackson6 75 95 - - - - - - - - 75 95 75 95 - -
Zillah Byng-Thorne7, 8 509 - 5 - - - - - - - 514 - 514 - - -
Total 1,710 1,441 39 67 52 47 - 650 - 500 1,801 2,705 1,801 1,555 - 1,150
1. Moray MacLennan stepped down from the Board on 30 September 2023. Moray is on garden leave and will continue to be paid in line with his contractual entitlements until
his termination date of 30 June 2024.
2. Bruce Marson was appointed to the Board on 12 April 2023. The figures in the table above represent his remuneration since appointment to the Board.
3. Gareth Davis stepped down from the Board on 14 June 2023.
4. Chris Sweetland was appointed to the Board on 15 June 2023.
5. During 2022, Colin Jones, Lisa Gordon and Louise Jackson received additional payments relating to time spent on takeover related matters.
6. Lisa Gordon stepped down from the Board on 14 June 2023.
7. Zillah Byng-Thorne was appointed to the Board on 15 June 2023.
8. On 1 September 2023, Zillah Byng-Thorne assumed the role of Executive Chair for a period of up to 12 months. Her fee was increased for the duration of the appointment to
£670,000. The fees figure includes a £232,585 buy-out payment relating to garden leave payments from Future plc which were agreed on appointment.
DIRECTORS’ REMUNERATION FOR THE Pension and Benefits

2023 AND 2024 FINANCIAL YEARS
Moray MacLennan’s pension allowance was set at 6%
Base Salary of base salary, which is in line with the rate of the wider
workforce. Bruce Marson’s pension contribution was
As disclosed in last year’s Remuneration Report, Moray
also set at 6% of base salary.
MacLennan’s base salary was increased to £670,000
from 1 January 2023. This was an increase of 3%, which Benefits consisted principally of private healthcare,
was in line with external benchmarking and below that life assurance, income protection and permanent
of the average increase for the wider workforce across health insurance. Moray MacLennan also received
the Group. a car allowance of £20,000 per annum.
Prior to his appointment to the Board, Bruce Marson Zaid Al-Qassab’s pension contribution and benefits
held the role of Interim Chief Financial Officer, on a will be set in line with the Remuneration Policy.
base salary of £275,000. On appointment to the Board
Group Annual Bonus Plan
on 12 April 2023, Bruce Marson’s base salary was held
at £275,000. The Executive Directors are eligible for a performance-
related bonus that is paid in cash following the
There has been no increase to Bruce Marson’s base
year-end.
salary for the year ending 2024.
2023 Group Annual Bonus
The base salary of Zaid Al-Qassab, who will assume
the role of Chief Executive Officer on 13 May 2024, For 2023, the Group Annual Bonus was structured in
will be set at £600,000. line with the Remuneration Policy. The maximum
126
opportunity for the Chief Executive Officer and the The threshold Group Headline profit before tax target
Chief Financial Officer was 100% of base salary. of £37m was not achieved and, as such, no bonus
The performance measures, weightings, targets and payments were due for the year ended 31 December
achievements are set out in the table below. Bonus for 2023. As a result of the minimum performance hurdle
the financial elements is earned on a straight-line basis not being met, the committee determined that
from 0% for meeting the “threshold”, to 50% for meeting performance against personal objectives would not
the “mid”, to 100% for meeting the “stretch” targets. be assessed.
Performance
Weighting Targets £m Achieved % of Bonus
Measure (% of bonus) (threshold–mid–stretch) £m Earned
Group Headline profit
before tax 50% 37.0–39.0–41.0 28.7 -
Group net revenue 25% 276.4–290.9–305.4 252.7 -
ESG 10% Refer to the table below Refer to the table below -
Not assessed as threshold
Personal objectives 15% for payment not met -
ESG MEASURES
Performance
Weighting Targets £m Achieved % of Bonus
Measure (% of bonus) (threshold–mid–stretch) £m Earned
Planet 5% • Meeting SBTi carbon reduction targets: • Carbon reduction 1.7%
year-on-year reductions in carbon across target met (see page
Scope 1 and Scope 2. 67 for further
• Reduction in business travel emissions. information).
• Reduction in purchased goods and services • Measurement 0%
emissions. mechanisms in place.
• Year-on-year increase in percentage revenue • Improvement by 0%
coming from planet-positive work. one point.
• A year-on-year increase in engagement score
“Through our work, our business contributes
to positive environmental and social change”.
People 5% • Improved gender and ethnic diversity at • Improvement targets 0%
leadership levels. Measured by data of not met.
Executive Committee and UK top two levels. • Score remained 1.25%
• Year-on-year increase in inclusion scores on constant year-on-year.
the annual employee survey.
127
2024 GROUP ANNUAL BONUS The targets attached to the TSR element require
performance to match the index TSR for vesting to
For 2024, the Group annual bonus is structured in
start to occur rising from 0% on a straight-line basis
line with the Remuneration Policy. The maximum
to full vesting for 10% per annum outperformance of
opportunity for the Chief Financial Officer is 100%
the index. TSR is the share price movement over the
of base salary. The annual bonus for the new
period of three years and the value of dividends for
Chief Executive Officer will be set in line with the
the Company’s shareholders. The FTSE SmallCap
Remuneration Policy at 100% base salary. The
Index TSR will be calculated by a financial information
performance measures and weightings are set out in
provider. The same vesting scale applies to the
the table below. As the targets are forward-looking,
earnings per share targets. However, as the earnings
these are considered commercially sensitive by the
per share targets are felt to be commercially sensitive
Board and will be disclosed next year. For 2024,
at the current time these will be disclosed in a future
no personal objectives are included in the plan, with
Remuneration Report.
the 15% weighting applied in 2023 being reallocated
across the profit and revenue measures. Ordinarily, LTIP awards for the year ended
31 December 2023 would have been made following
Weighting the announcement of the Company’s financial results
Measure (% of bonus) in April 2023, but these awards were delayed until
2 August 2023. Awards will vest, subject to performance
Headline profit before tax 60%
on 2 August 2026.
Net revenue 30%
Malus and clawback provisions apply in line with
ESG 10% the Remuneration Policy.
For 2024, examples of measures falling under the PAYMENTS TO PAST DIRECTORS
planet and people metrics of our ESG measure are On 24 July 2023, Moray MacLennan notified the
SBTi carbon reduction targets and improvements in Company of his intention to retire from his role as Chief
the Group’s engagement survey scores relating to Executive Officer of the Company. On 30 September
inclusion. Further information on each of these will 2023, he stepped down as a director of the Company
be disclosed in next year’s Annual Report. and commenced a period of garden leave which will
end on 30 June 2024. All contractual payments made
LONG-TERM INCENTIVE PLAN (LTIP) in the year ended 31 December 2024 will be paid in
2023 LTIP Awards line with the Remuneration Policy. No payments have
been made to past Directors in the year.
The Chief Financial Officer received an award under
the LTIP in 2023 of 100% of base salary. The award, In line with the retirement provision set out in the LTIP
which was made on 2 August 2023, will deliver shares, Scheme Rules, the Committee determined that Moray
following the end of the three-year performance MacLennan should be treated as a “good leaver”
period only to the extent that the performance targets in respect of his 2021 and 2022 LTIP awards and, as
are met and normally that he remains employed at such, these awards will vest subject to performance,
the time. Executive Directors are required to hold any in line with other participants of the scheme. No
shares that vest for an additional two-year period award under the LTIP was made to Moray
following the end of the performance period. MacLennan in 2023.
The performance metrics and weightings, which are 2024 LTIP AWARDS
measured over the period to 31 December 2025, are
as summarised in the table below. LTIP awards granted in 2024 will vest to the extent
performance targets are met over the period to
31 December 2026 against equally weighted TSR
Performance Measure Weighting
and EPS measures.
Relative TSR vs. FTSE SmallCap Index 50%
Awards made to Executive Directors will be in line
Earnings per share 50% with the Remuneration Policy.
128
The table below details all awards held by Executive Directors under the LTIP at 31 December 2023:
Percentage
Vesting at
Executive Grant Number Threshold Performance Vesting Holding
Director Date of Shares Performance Period Date Period
Moray MacLennan1 28 September 2021 600,000 0% FY21 to FY23 28 September 2024 100% of any
vested shares
will be released
on the second
anniversary of
the vesting date.
12 December 2022 878,022 0% FY22 to FY24 31 May 2025 100% of any
vested shares
will be released
on the second
anniversary of
the vesting date.
Bruce Marson2 12 December 2022 92,867 0% FY22 to FY24 31 May 2025
2 August 2023 202,802 0% FY23 to FY25 2 August 2026 100% of any
vested shares
will be released
on the second
anniversary of
the vesting date.
1. As part of his exit arrangements, Moray MacLennan was deemed to be a “good leaver” in respect of his 2021 and 2022 LTIP awards. As such, awards will vest subject to
performance in line with other participants of the Group.
2. The award made to Bruce Marson in December 2022 was made prior to his appointment to the Board.
CHAIR AND NON-EXECUTIVE DIRECTORS’ REMUNERATION (UNAUDITED)

The fee structure for the Non-Executive Directors in respect of 2023 is set out in the table below.
Fee as at
31 December 2023 % Increase
Base fee
Chair £250,000 0%
Non-Executive Directors £50,000 0%
Additional fees
Senior Independent Director £25,000 0%
Audit & Risk Committee Chair £25,000 0%
Remuneration Committee Chair £25,000 0%
129
Zillah Byng-Thorne was appointed as independent Non-Executive Board Chair from 15 June 2023 and her fee
was set at £250,000. This fee increased to £670,000 for a period of up to 12 months, on appointment to the role
of Executive Chair on 1 September 2023.
Fees for Non-Executive Directors increased on 1 March 2024 by 3% in line with average UK base salary increases
for colleagues across the Group. During her appointment to the role of Executive Chair, Zillah Byng-Thorne will
receive no additional fee increase.
Fees for 2024 are set out below:
2024 Fees % Increase

Base fee
Chair £257,500 3%
Non-Executive Directors £51,500 3%
Additional fees
Senior Independent Director £25,750 3%
Audit & Risk Committee Chair £25,750 3%
Remuneration Committee Chair £25,750 3%
Dame Heather Rabbatts joined the Board as Senior Independent Director on 22 January 2024 and her fee was
set at £75,000 (with £25,000 of this relating to her appointment as Senior Independent Director).
SHAREHOLDINGS AND SHARE INTERESTS (AUDITED)

Under the Remuneration Policy, Executive Directors are required to build and maintain a shareholding equivalent
to 200% of their base salary.
The table below summarises the Executive Directors’ and Non-Executive Directors’ shareholdings at 31 December 2022
and 31 December 2023 (or the date they ceased to be a Director, including shares subject to deferral or a holding
period and performance conditions).
% of base salary
Shares subject to Unvested held counting
Beneficially Beneficially deferral/holding shares subject towards
owned shares on owned shares on period (but not to performance shareholding
Director 31 December 2022 31 December 2023 performance) conditions requirement1
Moray MacLennan2 562,149 1,478,022 n/a
Bruce Marson - 33,741 - 295,669 19%
Zillah Byng-Thorne - 243,536 - - n/a
Colin Jones 37,758 37,758 - - n/a
Louise Jackson - - - - n/a
Chris Sweetland - 25,000 - - n/a
Gareth Davis3 178,590 178,590 - -
Lisa Gordon3 100,000 100,000 - - n/a
1. 31 December 2023 share price of £1.575 used for calculation.

2. Moray MacLennan stepped down from the Board on 30 September 2023.
3. Gareth Davis and Lisa Gordon stepped down from the Board on 14 June 2023.
130
POLICY ON EXTERNAL APPOINTMENTS (UNAUDITED) including participative “all hands” style meetings
and various newsletters.
The committee believes that the Group can benefit
from Executive Directors holding approved Non- Louise Jackson has been appointed as the Board
Executive Directorships in other companies, offering member responsible for engagement with the
Executive Directors the opportunity to broaden their workforce and work with the Chief People Officer
experience and knowledge. Our policy is to allow to ensure the Board is furnished with qualitative
Executive Directors to retain fees paid from one and quantitative data.
external appointment. Bruce Marson does not hold
The Company’s global employee engagement
any external appointments. Zillah Byng-Thorne holds
survey, which was launched in 2022, plays a key
more than one external appointment, given her
part in informing the Board’s understanding of
original appointment as Non-Executive Chair.
employee sentiment.
See page 99 for details of these.
PERFORMANCE GRAPH (UNAUDITED)
ENGAGEMENT WITH THE WORKFORCE (UNAUDITED)
The chart below illustrates the Company’s total
The Company is committed to regularly engaging with
shareholder return performance compared with the
its workforce and realises the value in listening to and
performance of the FTSE SmallCap Index, over the
acting on employee views across the organisation.
last ten years. The FTSE SmallCap Index has been
Multiple mechanisms exist across both the Group and selected as an appropriate benchmark, as this index
its individual companies in order to facilitate this, is being used in the targets for long-term incentives.
£ 250 M&C Saatchi

FTSE SmallCap
200
150
100
50
0
31 Dec 31 Dec 31 Dec 31 Dec 31 Dec 31 Dec 31 Dec 31 Dec 31 Dec 31 Dec 31 Dec
2013 2014 2015 2016 2017 2018 2019 2020 2021 2022 2023
LOUISE JACKSON
Chair of the Remuneration Committee
11 April 2024
131
Directors’
Report
The Directors present their report together with the The Board has formed its opinion after evaluating
audited financial statements of the Group and four different severe but plausible forecast
Company for the year ended 31 December 2023. scenarios and a reverse stress test, extending to
31 December 2025. The four scenarios comprise:
STRATEGIC REPORT
1. A significant reduction in new business wins.
The Company’s Strategic Report is set out on pages 4 2. A significant increase in wage inflation.
to 93 and includes the section 172 statement on pages 3. A significant number of top clients are lost.
64 and 65. The Strategic Report contains an indication 4. A significant economic downturn.
of likely future developments in the business of the
These severe but plausible scenarios are assumed
Company and the Group.
to materialise from the first quarter of 2024 onwards.
DIVIDENDS The estimated decline in EBITDA ranges from £11m
to £24m compared to the base case plan for the
The Company paid a final dividend of 1.5 pence cumulative period ending 31 December 2025, including
per share to its shareholders in 2023 (2022: £nil). a £5m to £14m decline in EBITDA in 2024.
The Company understands the importance The reverse stress test case evaluates how extreme
of returning capital to shareholders. Given the conditions would need to be for the Group to break
earnings performance during the year, the its covenants within the going concern review period.
Board is recommending the payment of a final The conditions go significantly further than the severe
dividend of 1.6 pence per share. but plausible scenarios and reflect a scenario that the
Directors consider to be highly unlikely.
Subject to shareholder approval at the Annual The Directors have also considered the impact of
General Meeting, to be held on 16 May 2024, the climate change on going concern, taking into account
dividend will be paid on 24 June 2024 to shareholders the Company’s support for Ad Net Zero (the industry
on the register of members as at 10 May 2024. initiative to tackle climate change led by the
The shares will go ex-dividend on 9 May 2024. Advertising Association and its members), and do not
believe that there is a significant financial impact.
PRINCIPAL ACTIVITY, TRADING REVIEW AND FUTURE
DEVELOPMENTS The Board is satisfied that the Group’s forecasts, which
take into account reasonably possible changes in
The principal activity of the Group during the year trading performance, show that there are no material
was the provision of marketing services. The review of uncertainties over going concern, and that, even under
trading, future developments and key performance the severe but plausible scenarios, the Company will
indicators can be found in the Strategic Report. continue to have sufficient liquidity and headroom to
operate within the terms of its banking covenants. The
GOING CONCERN Board, therefore, have concluded the going concern
These financial statements have been prepared on basis of preparation continues to be appropriate.
the going concern basis, as discussed in the Directors’ On 7 March 2024, the Company entered into a new
Report and the Report of the Audit & Risk Committee. revolving multicurrency facility agreement with National
The Board has concluded that under the most likely Westminster Bank Plc, HSBC UK Bank plc and Barclays
going concern scenarios, the Group will have sufficient Bank PLC for up to £50m (the “New Facility”), with a
liquidity and headroom on bank covenants to continue further £50m extension if required for strategic
to operate for a period of not less than a year from acquisitions. The New Facility is provided on a three-
approving the financial statements. year term with two one-year extensions. This New
Facility is to refinance the previous £47m facility with
National Westminster Bank Plc and Barclays Bank PLC
(the “Old Facility”), which was due to mature on 31 May
2024. At 31 December 2023, the Group had up to £47.0m
(2022: £47.0m) of funds available under the Old Facility.
132
At 31 December 2023, the Group held total gross cash period has been chosen as it reflects the Directors’
of £24m, with bank borrowings of £16m (drawn down best estimate of the future viability of the Company
on the Old Facility). With the borrowing headroom and encompasses three years of detailed forecasts.
within the Old Facility of £31m, the Group therefore
In testing the viability of the Group, we have
had liquidity headroom of £55m.
undertaken a robust scenario assessment of the
In all models and scenarios considered by principal risks which could threaten the viability or
management, the New Facility is not expected to be existence of the Group. As per the going concern
fully drawn. The New Facility is expected to continue to statement set out above, we evaluated four different
reduce to zero over the term, before any M&A activity. severe but plausible forecast scenarios. We also built
a reverse stress test model which involves building
In the event that a downside scenario materialises, further downside on top of the downsides built into
management would swiftly undertake the following the severe but plausible model.
mitigating actions:
Based on the assessment explained above, the
• Reducing staff and other operating expenses to Directors confirm that they have a reasonable
levels that are in line with revenue reduction. expectation that the Group will continue to operate
• Obtaining further concessions and covenant and meet its liabilities, as they fall due, until at least
relaxation under the New Facility from the 31 December 2026.
lenders. However, the impacts of a series of additional
• Closing loss-making entities. unforeseen risks, such as policies on data handling
or employee welfare not being followed or a banking
• Selling unlisted investments, either as a portfolio crisis, could result in additional financial burdens on
or individually (at 31 December 2023, these are the Group and may change the Board’s expectation
valued at £10.4m). of the Group’s viability.
The Board is satisfied that the Group’s forecasts, which
take into account reasonably possible changes in PRINCIPAL RISKS AND UNCERTAINTIES
trading performance, show that there are no material On pages 57 to 61 we describe the Group’s principal
uncertainties over going concern, and that, even under risks and uncertainties. We provide information on the
the severe but plausible scenarios, the Group will nature of the risk, actions to mitigate risk exposure, the
continue to have sufficient liquidity and headroom change in exposure compared to last year and an
to operate within the terms of its banking covenants indication of the significance of the risk by reference
under the New Facility. The Board, therefore, have to its potential impact on the Group’s business and
concluded the going concern basis of preparation financial condition. Not all potential risks are listed, and
continues to be appropriate. some risks are excluded because the Board considers
them not to be material to the Group as a whole. In
VIABILITY addition, there may be risks and uncertainties not
The Directors assess the prospects of the Group and presently known to the Directors, or which the Directors
appropriateness of the period used for the viability currently deem immaterial that may also have an
adverse effect on the Group.
assessment by taking into account various factors,
including the Group’s current position, the nature of
FINANCIAL INSTRUMENTS
its business, risks to the future success of the Group’s
business model and strategy, its principal risks, its Details of the use of financial instruments by the
liquidity and its expected performance, all of which Group and their risks are contained in Note 31 of the
have also been considered in the going concern review. financial statements (financial risk management).
The Directors have determined that a three-year time
POLITICAL CONTRIBUTIONS
horizon (from 31 December 2023) is the maximum
length of time the Directors can reasonably be expected During the year, the Group made no political
to assess the Group’s viability at the present time. This donations (2022: £nil).
133
DIRECTORS
The names of the Directors and details of their careers and skills are set out on pages 99 to 102. Details relating
to Board meeting attendance and the composition of the committees of the Board are shown in the Governance
review on pages 105 and 104 respectively.
The Directors of the Company who were in office during 2023 and up to the date of signing the financial statements
are detailed in the table below:
Joined Board Departed Board

Executive Directors
Moray MacLennan 1 January 2021 30 September 2023
Zillah Byng-Thorne 15 June 2023* –
Bruce Marson 14 April 2023 –
Non-Executive Directors
Gareth Davis 3 February 2020 14 June 2023
Colin Jones 3 February 2020 –
Lisa Gordon 17 March 2020 14 June 2023
Louise Jackson 17 March 2020 –
Chris Sweetland 15 June 2023 –
Dame Heather Rabbatts 22 January 2024 –
* Joined the Board on 15 June 2023 as Non-Executive Chair and on 1 September 2023 was appointed to Executive Chair.
The Company’s articles of association require a STREAMLINED ENERGY AND CARBON REPORTING
director appointed by the Board to retire at the (“SECR”)
Company’s next Annual General Meeting. In addition,
the articles of association require directors to retire The UK Government’s SECR Policy was implemented
at each Annual General Meeting on the basis on 1 April 2019. This is the fourth year that the Group
recommended by the corporate governance code has adopted disclosures on energy and carbon, so
adopted from time to time by the Company and, comparative figures for 2019 onwards are also
in any event require that any director who was not included. The tables below represent the Group’s
appointed or re-appointed as a director at either of energy use and associated GHG emissions from
the last two Annual General Meetings must retire and electricity and fuel for its UK-based companies for
(if relevant) stand for re-appointment. As the Company the year ended 31 December 2023.
has adopted the UK Corporate Governance Code,
In the tables that follow:
all of the Directors currently must offer themselves
for re-election at each Annual General Meeting. • Scope 1 emissions cover direct GHG emissions from
fuel combustion.
• Scope 2 emissions cover emissions from purchased
electricity.
• Scope 3 emissions cover all other indirect emissions
that occur in a company’s value chain. They
are not included in the reporting shown on the
following page, but are covered in the ESG
section on page 66.
134
2023 2022 2021 2020 2019

Scope 1
Natural gas utilised 369,636 424,097 402,037 398,862 653,930 kWh
Vehicle operations (below materiality - - - - - km
threshold)
Fugitive emissions (HVAC refrigeration - - - - - kg
gas top up) (none declared for 2020)
Scope 2
Electricity (supplied from National Grid 892,109 1,006,537 819,498 793,057 1,204,341 kWh
with REGO certs)
Electricity (supplied from National Grid 42,165 89,404 119,179 126,562 186,317 kWh
without REGO certs)
Total electricity (supplied from 934,274 1,095,941 938,677 919,619 1,390,658 kWh
National Grid)
Corresponding emissions from activities for which the Company is responsible:
2023 2022 2021 2020 2019

Scope 1
Natural gas utilised 67.62 78.02 73.74 73.43 120.27 tCO2e
Vehicle operations - - - - tCO2e
Fugitive emissions (HVAC refrigeration - 0.59 - - - tCO2e
gas top up)
Total Scope 1 emissions 67.62 78.61 73.74 73.43 120.27 tCO2e
Scope 2 (dual reporting)
Market-based emissions
Electricity (supplied from National Grid - - - - - tCO2e
with REGO certs)
Electricity (supplied from National Grid 8.73 17.28 25.84 31.41 48.92 tCO2e
without REGO certs)
Total electricity (market-based 8.73 17.28 25.84 31.41 48.92 tCO2e
emissions determination)
Total gross Scope 1 and Scope 2 76.35 95.89 99.58 104.84 169.19 tCO2e
emissions (market-based included)
2023 2022 2021 2020 2019

Total Scope 2 location-based emissions
Total electricity (supplied from National 193.46 211.93 203.73 226.35 365.92 tCO2e
Grid, UK Grid mix factors)
Total Scope 1 emissions (as above) 67.62 78.61 73.74 73.43 120.27 tCO2e
Total gross Scope 1 and Scope 2 261.08 290.54 277.47 299.78 486.19 tCO2e
emissions (all locational-based
included)
135
ENERGY INTENSITY RATIO

The energy intensity ratio used has been based upon the standard measure of tCO2e (gross Scope 1 + 2) per
£100,000 revenue. The intensity ratios from 2019–2023 are as follows:
2023 2022 2021 2020 2019

Turnover of UK Group £153,538,000 £157,928,000 £145,803,000 £134,357,000 £163,297,000
companies
Market-based intensity ratio: 0.050 0.061 0.068 0.078 0.104 tCO2e / £100,000
tCO2e (gross Scope 1 + 2) /
£100,000 revenue
Location-based intensity 0.170 0.184 0.190 0.223 0.298 tCO2e / £100,000
ratio: tCO2e (gross Scope 1
+ 2) / £100,000 revenue
The UK Group’s Scope 1 and Scope 2 location-based BUSINESS RELATIONSHIPS

emissions decreased by 9.4% vs. 2022 and market-
based emissions reduced by 10.2%, continuing the The Group recognises the need to foster business
downward trend from all four reported years. There relationships with suppliers, customers and others.
was a 2.8% decrease in UK Group turnover compared Details on the actions taken to strengthen these
to 2022. Both the location-based intensity ratio (6.8% relationships and how the Board considered these
reduction) and the market-based intensity ratio (7.6% relationships when making decisions can be found
reduction) have improved. These intensity based ratios in our section 172 statement on pages 64 and 65.
have also reduced consistently in all reported years.
ANTI-BRIBERY AND CORRUPTION
ENERGY EFFICIENCY ACTION TAKEN
A zero-tolerance policy applies to practices at odds
IN FINANCIAL YEAR
with our values and culture, such as bribery,
The energy efficiency measures that were undertaken corruption, and modern slavery. We are committed
during the year were: to acting ethically and with integrity in all business
dealings and relationships and to implementing and
• Comprehensive energy survey undertaken to
enforcing effective systems and controls to ensure
ESOS (Energy Savings Opportunity Scheme)
such practices are not taking place anywhere in our
compliance protocol. An action plan is being
businesses or supply chain. The Group has well-
developed for the implementation of the
established anti-bribery and anti-corruption policies
recommended ESOS measures.
aimed at ensuring adherence to associated legal
• Fluorescent lighting in basement service areas and regulatory requirements.
of the London head office changed to LED.
• Hybrid working has enabled a rationalisation WHISTLEBLOWING
of office buildings, with a resultant reduction
Employees are encouraged to report any potential,
of energy consumption and carbon emissions.
or apparent, malpractice or misconduct in confidence,
in accordance with the Group’s internal whistleblowing
SOCIAL RESPONSIBILITY
policy. We continue to look at innovative ways to allow
We have a strong social and environmental our employees to report any potential, or apparent,
responsibility strategy that cuts across our operations, malpractice or misconduct in confidence. The
the work we do for our clients and our paid, low bono Company uses a third-party mobile app, Vault, which
and pro bono work for non-profit organisations. For gives employees a safe space to report any form of
more information on our broader social responsibility misconduct in the workplace, including but not limited
strategy, please see the section “Environmental, to harassment, bullying, discrimination, and racism,
Social and Governance (ESG)” on page 66. through to fraud and corruption. The Board approved
a Group-wide whistleblowing policy in 2021, which is
routinely reviewed for efficacy.
136
FRAUD circumstances, and it aligns with our values as a

company. Exceptions to compliance with the provisions
The Board approved a Group-wide anti-fraud policy
of the Code can be found on page 106. The Company’s
in 2021. In 2023, the Group suffered a payment fraud
Corporate Governance Report is provided on page 94
incident in Australia. The fraud identified a control
of this report.
weakness which has since been rectified. Training
and coaching were provided to all Financial
SLAVERY AND HUMAN TRAFFICKING STATEMENT
Controllers within the Group around this type of fraud
to ensure that the Group does not suffer such an The Group has a zero-tolerance policy to slavery
incident again. A loss of A$684k was incurred. The and human trafficking both within its businesses
Group has experienced an increase in cyber-attacks and in its supply chains, as reflected in its Modern
which our cyber security systems have intercepted. Slavery Statement (www.mcsaatchiplc.com/
However, one phishing attack in Germany led to the governance). Please also see pages 75 and 76 of
hacking of an email account but this did not lead to our ESG section for information on how we are
any financial loss. strengthening our approach to addressing modern
slavery in supply chains.
ENGAGEMENT WITH EMPLOYEES AND OTHER
STAKEHOLDER ENGAGEMENT DIRECTORS’ CONFLICT OF INTEREST
Ensuring that we create close collaborative and Under the UK Companies Act 2006, Directors are
mutually beneficial relationships with suppliers who subject to a statutory duty to avoid a situation where
adopt standards consistent with our own helps us to they have, or can have, a direct or indirect interest
streamline processes, increase savings and protect that conflicts, or may conflict, with the interests of the
our reputation. Information about the Company’s Company. The Directors are required to notify the
engagement with employees and other stakeholders Company of any conflict or potential conflict of interest
can be found on pages 62 and 63. under an established procedure and any conflicts or
potential conflicts are noted and managed accordingly
GOVERNANCE at each Board meeting.
AIM-listed companies are required to adopt a
DIRECTORS’ LIABILITY INSURANCE AND INDEMNITY
recognised corporate governance code. The Board
has selected the UK Corporate Governance Code 2018, The Company purchases insurance to cover its
which can be found at https://www.frc.org.uk/ Directors and officers against costs they may incur in
directors/corporate-governance-and-stewardship/ defending themselves in legal proceedings instigated
uk-corporate-governance-code. We believe that it against them as a direct result of duties carried out on
demonstrates our commitment to enhancing the behalf of the Company. The third-party indemnity was
Group’s governance arrangements as it contains in force during the financial year and also at the date
principles that are appropriate for our needs and of approval of the financial statements.
SIGNIFICANT SHAREHOLDINGS*
Shareholders holding 3% or more of the Company’s issued share capital (excluding treasury shares) at 26 March 2024:
Shareholders Number of ordinary share Percentage of the Company’s issued share capital
Vinodka Murria 15,237,985 12.46
Octopus Investments Limited 13,758,799 11.25
Artisan Partners 12,907,451 10.56
AdvancedAdvT Limited 12,000,000 9.82
Paradice Investment Management 9,139,110 7.48
Fidelity International 6,617,947 5.41
M&G Investments 4,129,625 3.38
Lord Maurice Saatchi 4,124,882 3.37
Regularly updated details of the Directors’ shareholdings and substantial shareholdings can be found on the
Company’s corporate website, www.mcsaatchiplc.com.
137
EVENTS SINCE THE END OF THE FINANCIAL YEAR DIRECTORS’ POWER TO ISSUE SHARES
As part of our simplification strategy, the Group At the Company’s Annual General Meeting held in
continued to close down small entities including each 2023, the Directors were given the authority to issue
of Influence Communications Limited, M&C Saatchi shares in the capital of the Company up to a maximum
PR International Limited, M&C Saatchi WMH Limited nominal amount of £407,524, which was equivalent
and M&C Saatchi Shop Limited. to approximately one third of the total issued ordinary
share capital of the Company, of which up to a
The Group sold its shares in PT MCS Saatchi Indonesia
maximum nominal amount of £122,256 (which is
to the founder for a consideration of £500k on
equivalent to 10% of the total issued ordinary share
16 January 2024.
capital of the Company) was approved to be issued
On 7 March 2024, the Company entered into a new for cash on a non-pre-emptive basis. During the year,
revolving multicurrency facility agreement with the Company did not issue any shares for cash.
National Westminster Bank Plc, HSBC UK Bank plc and
Barclays Bank PLC for up to £50m, with a further SHARE CAPITAL
£50m extension if required for strategic acquisitions.
At the date of the Annual Report and Accounts, the
On 28 March 2024, the Group disposed of its 10% Company had 122,743,435 (£0.01) ordinary shares in
shareholding in Australie SAS (France) which it issue. Of this total, 485,970 ordinary shares are held
acquired in March 2021, its 49% shareholding in in treasury. Therefore, the total number of ordinary
Cometis SARL and its 25% shareholding in M&C shares in issue with voting rights is 122,257,465.
Saatchi Little Stories SAS for consideration of €1m.
The Company did not purchase any of its own shares
On 9 April 2024, the Group entered into an agreement during the year.
to divest of its shareholdings in the Group’s subsidiaries
forming the South Africa Group, being each of M&C AUDITORS
Saatchi Abel (Pty) Limited, M&C Saatchi Connect (Pty)
The Company appointed BDO LLP as its external
Limited, Dalmatian Communications (Pty) Limited,
auditors for the financial year ending 31 December
Levergy Marketing Agency (Pty) Limited, Razor Media
2023. BDO LLP will be seeking reappointment at the
(Pty) Limited and Black & White Customer Strategy
Company’s Annual General Meeting to be held in 2024.
(Pty) Limited for consideration of £5.6m.
The Company announced the appointment of Zaid DISCLAIMER
Al-Qassab as the Company’s new Chief Executive
The purpose of the Annual Report and Accounts is to
Officer. Zaid will be taking up his role in May 2024.
provide information to shareholders of the Company,
The Board is recommending the payment of a final and it has been prepared for, and only for, the
dividend of 1.6 pence per share. shareholders of the Company as a body, and no
other persons. The Company, its Directors and
The Directors are not aware of any other events since
employees, agents and advisors do not accept or
the end of the financial year that have had, or may
assume responsibility to any other person to whom
have, a significant impact on the Group’s operations,
this document is shown or into whose hands it may
the results of those operations, or the state of affairs
come, and any such responsibility or liability is
of the Group in future years.
expressly disclaimed.
TREASURY SHARES The Directors’ Report has been signed by order of the
Board by:
At the Company’s Annual General Meeting held in
2023, the Directors were given the authority to
VICTORIA CLARKE
purchase up to 12,225,746 of the Company’s ordinary
General Counsel & Company Secretary
shares. At the year-end, the Company held 485,970
M&C Saatchi plc
of its ordinary shares as treasury shares.
Company Number 05114893
11 April 2024
138
Statement of Directors’
responsibilities
STATEMENT OF DIRECTORS’ RESPONSIBILITIES IN The Directors are responsible for keeping adequate
RESPECT OF THE FINANCIAL STATEMENTS accounting records that are sufficient to show and
explain the Group’s and the Company’s transactions
The Directors are responsible for preparing the
and disclose with reasonable accuracy at any time the
Annual Report and Accounts in accordance with
financial position of the Group and the Company and
applicable law and regulation.
enable them to ensure that the financial statements
Company law requires the Directors to prepare and the Directors’ Remuneration Report comply with
financial statements for each financial year. Under the Companies Act 2006.
that law, the Directors have prepared the Group The Directors consider the Annual Report and
financial statements in accordance with UK adopted Accounts, taken as a whole, are fair, balanced
international accounting standards, in conformity with and understandable and provide the necessary
the requirements of the Companies Act 2006 and the information for shareholders to assess the Group’s
Company financial statements in accordance with position, performance, business model and strategy.
United Kingdom Generally Accepted Accounting
Practice (United Kingdom Accounting Standards, WEBSITE PUBLICATION
comprising FRS 101 “Reduced Disclosure Framework”, The Directors are responsible for the maintenance and
and applicable law). Under company law, Directors integrity of the Company’s website (www.mcsaatchiplc.
must not approve the financial statements unless they com). Legislation in the United Kingdom governing the
are satisfied that they give a true and fair view of the preparation and dissemination of financial statements
state of affairs of the Group and the Company and may differ from legislation in other jurisdictions.
of the profit or loss of the Group for that period. In
preparing the financial statements, the Directors are DIRECTORS’ CONFIRMATIONS
required to: In the case of each Director in office at the date the
• Select suitable accounting policies and then Directors’ Report is approved:
apply them consistently. • so far as the Director is aware, there is no
• State whether applicable UK adopted relevant audit information of which the Group’s
international accounting standards in conformity and Company’s auditors are unaware; and
with the requirements of the Companies Act • they have taken all the steps that they ought
2006 have been followed for the Group financial to have taken as a director in order to make
statements and United Kingdom Accounting themselves aware of any relevant audit
Standards, comprising FRS 101 have been information and to establish that the Group’s
followed for the Company financial statements, and the Company’s auditors are aware of that
subject to any material departures disclosed information.
and explained in the financial statements.
The Statement of Directors’ responsibilities in respect
• Make judgements and accounting estimates of the financial statements has been signed by order
that are reasonable and prudent. of the Board by:
• Prepare the financial statements on the going
ZILLAH BYNG-THORNE
concern basis, unless it is inappropriate to
Executive Chair
presume that the Group and the Company
11 April 2024
will continue in business.
The Directors are also responsible for safeguarding the
assets of the Group and the Company and
hence for taking reasonable steps for the prevention
and detection of fraud and other irregularities.
139
financi
M&C Saatchi Plc Annual Report 2023 Financial Statements
De’Longhi “Perfetto”, M&C Saatchi Milano
140
ial stat
Financial
Statements
141
FINANCIAL
STATEMENTS
Preparation 144
Consolidated Income Statement 148
Consolidated Statement of Other Comprehensive Income 149
Consolidated Balance Sheet 150
Consolidated Statement of Changes in Equity 152
Consolidated Cash Flow Statement 154
Notes to the Financial Statements 156
1.
Headline results, earnings per share and EBITDA 156
2. Separately disclosed items 162
3. Segmental information 164
4. Revenue from contracts with customers 166
5. Staff costs 170
6. Auditors’ remuneration 171
7. Net finance expense 171
8. Current taxation 172
9. Deferred taxation 174
10. Dividends 176
11. Disposals 176
12. Assets held for sale 178
13. Investment property 179
14. Deferred and contingent consideration 180
15. Intangible assets 182
16. Investments in associates and joint ventures 185
17. Plant and equipment 188
18. Leases 189
19. Other non-current assets 192
20. Financial assets at fair value through profit and loss (FVTPL) 193
21. Trade and other receivables 195
22. Trade and other payables 196
23. Provisions 196
142
24. Borrowings 197

25. Other non-current liabilities 198
26. Equity-related liabilities 199
27. Minority shareholder put option liabilities (IFRS 9) 200
28. Share-based payments (IFRS 2) 202
29. Issued share capital (allotted, called up and fully paid) 206
30. Fair value measurement 207
31. Financial risk management 209
32. Group companies 214
33. Related-party transactions 222
34. Commitments 222
35. Post-balance sheet events 222
36. Other accounting policies 223
37. New and revised standards issued but not yet effective 223
Company Balance Sheet 224
Company Statement of Changes in Equity 225
Notes to the Company Financial Statements 226
38. General information and accounting policies 226

39. Investments 227
40. Other non-current assets 227
41. Trade and other receivables 228
42. Trade and other payables 228
43. Amounts due from subsidiary undertakings 228
44. Staff cost 228
45. Related parties 229
46. Post-balance sheet events 229
47. Share capital 229
Independent Auditors’ Report 230
Additional Information 240
143
Preparation
BASIS OF PREPARATION (the industry initiative to tackle climate change led by
the Advertising Association and its members), and do
The financial statements have been prepared in
not believe that there is a significant financial impact.
accordance with UK adopted international accounting
standards, in conformity with the requirements of the The Board is satisfied that the Group’s forecasts, which
Companies Act 2006. take into account reasonably possible changes in
trading performance, show that there are no material
The financial statements are presented in pounds
uncertainties over going concern, and that, even under
sterling and, unless stated otherwise, rounded to
the severe but plausible scenarios, the Group will
the nearest thousand. They have been prepared
continue to have sufficient liquidity and headroom to
under the historical cost convention, except for the
operate within the terms of its banking covenants. The
revaluation of certain financial instruments.
Board, therefore, has concluded that the going concern
basis of preparation continues to be appropriate.
GOING CONCERN
These financial statements have been prepared on CONSOLIDATION
the going concern basis, as discussed in the Directors’
Where a consolidated company is less than 100%
Report and the Report of the Audit and Risk Committee.
owned by the Group, the treatment of the non-
The Board has concluded that under the most likely controlling interest share of the results and net assets
going concern scenarios, the Group will have sufficient is dependent on how the non-controlling interests’
liquidity and headroom on bank covenants to continue equity award is accounted for. Where the equity is
to operate for a period of not less than a year from accounted for as a share-based payment award
approving the financial statements. under IFRS 2, all dividend outflow is taken to staff
costs, and there is no non-controlling interest. In all
The Board has formed its opinion after evaluating four other cases, the non-controlling interest share of the
different severe but plausible forecast scenarios and results and net assets is recognised at each reporting
a reverse stress test, extending to 31 December 2025. date in equity, separately from the equity attributable
The four scenarios comprise: to the shareholders of the Company.
1. A significant reduction in new business wins.
2. A significant increase in wage inflation. MATERIAL ACCOUNTING POLICIES
3. A significant number of top clients are lost. Certain of the Group’s accounting policies are
4. A significant economic downturn. considered by the Directors to be material due to the
level of complexity, judgement, or estimation involved
These severe but plausible scenarios are assumed in their application and their potential impact on the
to materialise from Q1 2024 onwards. The estimated financial statements. The critical accounting policies
decline in EBITDA ranges from £11m to £24m are listed below and explained in more detail in the
compared to the base case plan for the cumulative relevant notes to the financial statements.
period ending 31 December 2025, including a £5m
Revenue recognition
to £14m decline in EBITDA in 2024.
The Group’s revenue is earned from the provision
The reverse stress test case evaluates how extreme
of advertising and marketing services, together with
conditions would need to be for the Group to break
commission-based income in relation to media
its covenants within the going concern review period.
spend and commission-based income in relation
The conditions go significantly further than the severe
to talent performance. Revenue from contracts with
but plausible scenarios and reflect a scenario that the
customers is recognised as, or when, the performance
Directors consider to be highly unlikely.
obligations present within the contractual agreements
The Directors have also considered the impact are satisfied. Depending on the arrangement with
of climate change on going concern, taking into the client, the Group may act as principal or as
account the Company’s support for Ad Net Zero agent in the provision of these services.
144
See Note 4 of the financial statements for a full listing Headline results
of the Group’s revenue accounting policies.
As stated in the Financial Review, the Directors believe
Put option accounting (IFRS 2 and IFRS 9) that the Headline results and Headline earnings per
share (see Note 1 of the financial statements) provide
It is common for equity partners in the Group’s
additional useful information on the underlying
subsidiaries to hold put options over their equity, such
performance of the business. The Headline results
that they can require the Group to purchase their non-
reflect the underlying profitability of the business units,
controlling interest for either a variable number of the
by excluding a number of items that are not part of
Company shares or cash. Dependent on the terms and
routine business income and expenses.
substance of the underlying agreement, these options
are either recognised as a put option liability under IFRS In addition, the Headline results are used for internal
9 (Note 27 of the financial statements) or as a put option performance management and reward, and they
under IFRS 2 (Note 28 of the financial statements) – see are also used to calculate minority shareholder put
significant judgements below. option liabilities. The term “Headline” is not a defined
term in IFRS. Note 1 reconciles Statutory results to
An IFRS 9 scheme should be considered as reward for Headline results and the segmental reporting (Note 3
future business performance and is not conditional of the financial statements) reflects Headline results,
on the holder being an employee of the business. in accordance with IFRS 8.
These instruments are recognised in full at the
amortised cost of the underlying award on the date The items that are excluded from Headline results are:
of inception, with both a liability on the balance sheet • Exceptional separately disclosed items that are
and a corresponding amount within the minority one-off in nature and are not part of running
interest put option reserve being recognised. At each the business.
period end, the amortised cost of the put option
liability is calculated in accordance with the put option • Acquisition-related costs.
agreement, to determine a best estimate of the future • Revaluation of associates on transition to assets
value of the expected award. Resultant movements in held for sale.
the amortised cost of these instruments are charged to
the income statement within finance income/expense. • Impairment of right-of-use assets, leasehold
The put option liability will vary with both the Group’s improvements, acquired intangibles and goodwill.
share price and the subsidiary’s financial performance. • Gains or losses generated by disposals
Upon exercise of an award by a holder, the liability is of subsidiaries.
extinguished and the associated minority interest put
option reserve is transferred to the non-controlling • Fair value adjustments to unlisted equity
interest acquired reserve. investments, acquisition-related contingent
consideration and put options.
An IFRS 2 scheme should be considered as reward
for future business performance and is conditional • Dividends paid to IFRS 2 put option holders.
on the holder being an employee of the business. However, in non-controlling interest, we
These schemes are recognised as staff costs over the deduct profit share attributable to IFRS 2 put
option holders.
vesting period (if equity settled) or until the option
is exercised (if cash settled). In September 2021, the Unlisted investments
Board made the decision to move to cash settlement
The Group holds certain unlisted equity investments
of these put options going forward. This required a
which are classified as financial assets at FVTPL
fair value assessment on the day of the modification
(see Note 20 of the financial statements). These
and a movement between reserves and liabilities.
investments are initially recognised at their fair value.
See Note 28 of the financial statements for a full At the end of each reporting period, the fair value is
description of the Group’s accounting policy for reassessed, with gains or losses being recognised in
IFRS 2 put options. the income statement.
145
SIGNIFICANT ACCOUNTING JUDGEMENTS AND Note 15 (Intangible Assets), Note 16 (Investments in

KEY SOURCES OF ESTIMATION UNCERTAINTY associates and joint ventures), and Note 18 (Leases)
of the financial statements.
In the course of preparing financial statements,
management necessarily makes judgements and The Group has recognised a total impairment
estimates that can have a significant impact on the charge of £6,798k in the year (2022: £564k), of which
financial statements. The estimates and judgements £4,794k relates to Intangibles (2022: £728k) and
that are made are continually evaluated, based on £1,884k relates to the impairment of right-of-use
historical experience and other factors, including assets (2022: reversal of £164k). There was a £132k
expectations of future events that are believed to be impairment in the year of plant and equipment
reasonable under the circumstances. The estimates (2022: £nil). There was no impairment in the year
and judgements that have a significant risk of causing of associate investments (2022: £nil).
a material adjustment to the financial statements
within the next financial year are outlined below: Non-controlling interest put option accounting
– IFRS 2 or IFRS 9
SIGNIFICANT ACCOUNTING JUDGEMENTS The key judgement is whether the awards are given
Management has made the following judgements, beneficially as a result of employment, which can be
which have the most significant effect in terms of determined where there is an explicit service condition,
the amounts recognised, and their presentation where the award is given to an existing employee,
in the financial statements. where the employee is being paid below market value
or where there are other indicators that the award is a
Impairment – assessment of CGUs and
reward for employment. In such cases, the awards are
assessment of indicators of impairment
accounted for as a share-based payment in exchange
Impairment reviews are undertaken annually, or for employment services under IFRS 2.
more frequently if events or changes in circumstances
Otherwise, where the holder held shares prior to the
indicate a potential impairment. Assets with finite
Group acquiring the subsidiary, or gained the equity
lives are reviewed for indicators of impairment (an
to start a subsidiary using their unique skills, and there
impairment “trigger”) and judgement is applied in
are no indicators it should be accounted for under IFRS
determining whether such a trigger has occurred.
2, then the award is accounted for under IFRS 9.
External and internal factors are monitored by
management, including a) adverse changes in the
economic or political situation of the geographic SIGNIFICANT ESTIMATES AND ASSUMPTIONS
locale in which the underlying entity operates; Some areas of the Group’s financial statements are
b) heightened risk of client loss or chance of client subject to key assumptions and other significant sources
gain; and c) internal reporting suggesting that an of estimation uncertainty at the reporting date, that
entity’s future economic performance is better or have a significant risk of causing a material adjustment
worse than previously expected. Where management to the carrying amounts of assets and liabilities within
has concluded that such an indication of impairment the next financial year. The Group has based its
exists, then the recoverable amount of the asset assumptions and estimates on parameters available
is assessed. when the financial statements were prepared.
The Group assesses whether an impairment is Deferred tax assets
required by comparing the carrying value of the CGU
assets (including the right-of-use assets under IFRS The Group assesses the future availability of carried
16) to their value in use. Discounted cash flow models, forward losses and other tax attributes, by reference
based on the Group’s latest budget and three-year to jurisdiction-specific rules around carry forward
financial plan, and a long-term growth rate, are used and utilisation, and it assesses whether it is probable
to determine the recoverable amount for the CGUs. that future taxable profits will be available against
The appropriate estimates and assumptions used which the attribute can be utilised. Changes in such
require judgement and there is significant estimation estimates would allow unrecognised deferred tax to
uncertainty. The results of impairment reviews be recognised and vice versa. Analysis of deferred tax
conducted at the end of the year are reported in can be seen in Note 9 of the financial statements.
146
Fair value measurement of financial instruments into account the length of time remaining before the
option is exercisable, current trading, future trading
The Group holds certain financial instruments, which
forecasts and the level and type of any planned capital
are recorded on the balance sheet at fair value at the
investment. The assessment of whether the option will
point of recognition and remeasured at the end of
be exercised is reassessed in each reporting period.
each reporting period. At the year-end these relate to:
A reassessment of the remaining life of the lease could
i. Equity investments at FVTPL in non-listed limited result in a recalculation of the lease liability and a
companies (Note 20 of the financial statements). material adjustment to the associated balances.
ii. Certain contingent consideration (Note 14 of the
financial statements).
No formal market exists to trade these financial
instruments and, therefore, their fair value is measured
by the most appropriate valuation techniques
available, which vary based on the nature of the
instruments. The inputs to the valuation models are
taken from observable markets where possible, but,
where this is not feasible, judgement is required to
establish fair values.
The basis of calculation of the estimated fair value
of these financial instruments (in addition to sensitivity
analyses on the estimates’ salient inputs) is detailed
in Note 30 of the financial statements.
Share-based incentive arrangements
Share-based incentives are valued at the date of the
grant, using stochastic Monte Carlo pricing models with
non-market vesting conditions. Typically, the value of
these awards is directly related to the performance of
a particular entity of the Group in which the employee
holds a minority interest. The key inputs to the pricing
model are risk-free interest rates, share price volatility
and expected future performance of the entity to which
the award relates. Management applies judgement
to these inputs, using various sources of information,
including the Group’s share price, experience of past
performance and published data on risk-free interest
rates (government gilts).
Details of awards made in the year are shown
in Note 28 of the financial statements.
Leasing estimates
Anticipated length of lease term – IFRS 16 defines the
lease term as the non-cancellable period of a lease,
together with the options to extend or terminate a
lease, if the lessee is reasonably certain to exercise
that option. Where a lease includes the option for
the Group to extend the lease term, the Group takes
a view, at inception, as to whether it is reasonably
certain that the option will be exercised. This will take
147
Consolidated
Income Statement
2023 2022
Year Ended 31 December Note £000 £000
Billings (unaudited) 4 526,013 597,520
Revenue 4 453,913 462,533
Project cost / direct cost (201,148) (191,393)
Net revenue 4 252,765 271,140
Staff costs 5 (187,621) (198,765)
Depreciation 17, 18 (8,816) (9,326)
Amortisation 15 (841) (1,060)
Impairment charges 15, 18 (6,798) (564)
Other operating charges (36,876) (48,522)
Other (losses) / gains 20 (4,898) (1,403)
Loss allowance 21 (422) (952)
Gain on disposal of subsidiaries 11 782 –
Operating profit 7,275 10,548
Share of results of associates and joint ventures 16 121 (10)
Finance income 7 831 391
Finance expense 7 (7,512) (5,506)
Profit before taxation 715 5,423
Taxation 8 (3,517) (5,178)
(Loss) / Profit for the year (2,802) 245
Attributable to:
Equity shareholders of the Group (3,529) 90
Non-controlling interests 727 155
Profit per share
Basic (pence) 1 (2.89)p 0.07p
Diluted (pence) 1 (2.89)p 0.07p
Headline results
Operating profit 1 32,436 35,388
Profit before taxation 1 28,669 31,833
Profit after tax attributable to equity shareholders of the Group 1 18,545 18,105
Basic earnings per share (pence) 1 15.17p 14.81p
Diluted earnings per share (pence) 1 14.38p 13.47p
EBITDA 1 41,544 45,167
The notes on pages 144 to 147 and 156 to 223 form part of these financial statements.
148
Consolidated Statement of
Other Comprehensive Income
2023 2022
Year Ended 31 December £000 £000
Other comprehensive (loss) / profit*
Exchange differences on translating foreign operations (4,287) 4,785
Other comprehensive (loss) / profit for the year net of tax (4,287) 4,875
Total comprehensive (loss) / profit for the year (7,089) 5,030
Total comprehensive profit attributable to:
Equity shareholders of the Group (7,816) 4,875
Non-controlling interests 727 155
Total comprehensive (loss) / profit for the year (7,089) 5,030
* All items in the consolidated statement of comprehensive income may be reclassified to the income statement.
149
Consolidated
balance sheet
2023 2022
Non-current assets
Intangible assets 15 34,593 41,968
Investments in associates and JV 16 138 191
Plant and equipment 17 7,007 8,310
Right-of-use assets 18 33,772 43,992
Investment properties 13 2,369 –
Other non-current assets 19 2,302 1,107
Deferred tax assets 9 6,036 5,131
Financial assets at fair value through profit or loss 20 7,227 11,986
Deferred and contingent consideration 14 738 914
94,182 113,599
Current assets
Trade and other receivables 21 123,686 132,067
Current tax assets 4,321 3,909
Cash and cash equivalents 24,326 41,492
152,333 177,468
Assets held for sale 12 780 –
153,113 177,468
Current liabilities
Trade and other payables 22 (133,850) (155,547)
Provisions 23 (1,050) (1,056)
Current tax liabilities (743) (481)
Borrowings 24 (15,943) (4,430)
Lease liabilities 18 (5,751) (6,448)
Minority shareholder put option liabilities 27/28 (9,891) (18,419)
(167,228) (186,381)
Net current liabilities (14,115) (8,913)
Total assets less current liabilities 80,067 104,686
150
2023 2022
At 31 December Note £000 £000
Non-current liabilities
Deferred tax liabilities 9 (1,235) (1,245)
Corporation tax liabilities 9 – (856)
Borrowings 24 – (6,802)
Lease liabilities 18 (43,692) (49,122)
Minority shareholder put option liabilities 27/28 (3,525) (4,429)
Other non-current liabilities 25 (2,079) (4,046)
(50,531) (66,500)
Total net assets 29,536 38,186
Equity
Share capital 29 1,227 1,227
Share premium 50,327 50,327
Merger reserve 37,554 37,554
Treasury reserve (550) (550)
Minority interest put option reserve (2,506) (2,896)
Non-controlling interest acquired (33,168) (32,984)
Foreign exchange reserve 2,351 6,638
Accumulated losses (26,232) (21,303)
Equity attributable to shareholders of the Group 29,003 38,013
Non-controlling interest 533 173
Total equity 29,536 38,186
Reserves are defined in Note 36 of the financial statements.
These financial statements pages 144 to 223 were approved and authorised for issue by the Board of Directors
on 11 April 2024 and signed on its behalf by:
BRUCE MARSON
M&C Saatchi plc
Company Number 05114893
151
Consolidated Statement
of Changes in Equity
Share Share Merger Treasury

capital premium reserve reserve
Note £000 £000 £000 £000
At 31 December 2021 1,227 50,327 37,554 (550)
Share option charge 28 – – – –
Amounts paid on settlement of LTIP 28 – – – –
Exercise of put options 27 – – – –
Dividends 10 – – – –
Total transactions with owners – – – –
Total profit for the year – – – –
Total other comprehensive income for the – – – –
year
At 31 December 2022 1,227 50,327 37,554 (550)
Share option charge 28 – – – –
Exercise of put options 27 – – – –
Dividends 10 – – – –
Total transactions with owners – – – –
Total profit for the year – – – –
Total other comprehensive income for the – – – –
year
At 31 December 2023 1,227 50,327 37,554 (550)
152
Non- Retained Non-

MI put controlling Foreign earnings/ controlling
option interest exchange (accumulated interest
reserve acquired reserves losses) Sub total in equity Total
£000 £000 £000 £000 £000 £000 £000
(6,615) (29,190) 1,853 (22,122) 32,484 373 32,857
– – – 1,229 1,229 – 1,229
– – – (500) (500) – (500)
3,719 (3,794) – – (75) 75 –
– – – – – (430) (430)
3,719 (3,794) – 729 654 (355) 299
– – – 90 90 155 245
– – 4,785 – 4,785 – 4,785
(2,896) (32,984) 6,638 (21,303) 38,013 173 38,186

– – – 434 434 – 434
390 (184) – – 206 (206) –
– – – (1,834) (1,834) (161) (1,995)
390 (184) – (1,400) (1,194) (367) (1,561)
– – – (3,529) (3,529) 727 (2,802)
– – (4,287) – (4,287) – (4,287)
(2,506) (33,168) 2,351 (26,232) 29,003 533 29,536
153
Consolidated Cash
Flow Statement
2022
2023 Restated*
Operating profit 7,275 10,548
Adjustments for:
Depreciation of plant and equipment 17 2,573 2,480
Depreciation of right-of-use assets 18 6,243 6,846
Impairment of right-of-use assets 18 1,884 –
Loss on sale of plant and equipment 271 165
Impairment of plant and equipment 17 132 –
Loss on sale of software intangibles – 175
Revaluation of financial assets at FVTPL 20 4,722 1,403
Revaluation of contingent consideration 14 176 266
Amortisation and impairment of acquired intangible assets 15 1,764 597
Impairment of goodwill and other intangibles 15 3,733 556
Impairment and amortisation of capitalised software 15 138 635
intangible assets
Exercise of share-based payment schemes with cash 27 – (500)
Exercise of put options* 28 (14,637) (9,607)
Equity settled share-based payment expenses 28 841 1,229
Operating cash before movements in working capital 15,115 14,793
Decrease / (Increase) in trade and other receivables 9,924 (4,187)
(Decrease) / Increase in trade and other payables (24,437) 9,104
(Decrease) / Increase in provisions (6) (137)
Cash (consumed by) / generated from operations 596 19,573
Tax paid (4,156) (6,712)
Net cash from operating activities (3,560) 12,861
Investing activities
Disposal of associate or subsidiary (net of cash disposed of) 11 (209) –
Investment loans 20 (608) –
Proceeds from sale of unlisted investments 20 49 918
Purchase of plant and equipment 17 (1,827) (4,383)
Purchase of capitalised software 15 (19) (1,192)
Interest received 7 831 391
Net cash consumed by investing activities (1,783) (4,266)
Net cash from operating and investing activities (5,343) 8,595
154
2022
2023 Restated*
Financing activities
Dividends paid to equity holders of the Company (1,834) –
Dividends paid to non-controlling interest (161) (430)
Cash consideration for non-controlling interest acquired and
27 (785) (2,497)
other options*
Payment of deferred consideration – (1,250)
Payment of lease liabilities 18 (6,228) (7,307)
Proceeds from bank loans 24 9,000 –
Repayment of bank loans 24 (164) (13,410)
Interest paid 7 (2,318) (1,200)
Interest paid on leases 18 (2,876) (2,970)
Net cash consumed by financing activities (5,366) (29,064)
Net decrease in cash and cash equivalents (10,709) (20,469)
Effect of exchange rate fluctuations on cash held (2,186) 2,711
Cash and cash equivalents at the beginning of the year 37,221 54,979
Total cash and cash equivalents at the end of the year 24,326 37,221
Net debt reconciliation

Cash and cash equivalents 24,326 41,492
Bank overdrafts*** 24 – (4,271)
Total cash and cash equivalents at the end of the year 24,326 37,221
Bank loans and borrowings** 24 (16,043) (7,212)
Net cash 8,283 30,009
* The cash flow statement for 2022 has been restated (Note 28 of the financial statements).
** Bank loans and borrowings are defined in Note 24 of the financial statements; they exclude the lease liability of £53,735k (2022: £55,570k) (Note 18 of the financial statements).
*** These overdrafts can be legally offset with other cash balances. They have not been netted off in accordance with IAS32.42 in 2022 as there was no intention to settle on a net
basis. However, they have been netted off in 2023 as the cash balance and the overdraft balance is with the same bank and there is intention to settle this on a net basis.
155
Notes to the Financial

Statements
1. H
EADLINE RESULTS, EARNINGS PER SHARE AND EBITDA
he analysis below provides a reconciliation between the Group’s Statutory results and the Headline results for
T
the current year.
Revaluation
Separately of associates
disclosed Gain/loss on on transition
Statutory items disposal of to assets
2023 (Note 2) subsidiaries held for sale
Year Ended 31 December 2023 Note £000 £000 £000 £000
Billings (unaudited) 526,013 – – –
Revenue 453,913 – – –
Net revenue 252,765 – – –
Staff costs 5 (187,621) 6,908 – –
Depreciation 17, 18 (8,816) – – –
Amortisation 15 (841) – – –
Impairments 15, 18 (6,798) – – –
Other operating charges (37,298) 744 – –
Other losses 20 (4,898) – – –
Gain on disposal of subsidiaries 782 – (782) –
Operating profit 7,275 7,652 (782) –
Share of results of associates and JV 16 121 – – (133)
Finance income 7 831 – – –
Finance expense 7 (7,512) – – –
Profit before taxation 8 715 7,652 (782) (133)
Taxation 8 (3,517) (1,821) – –
Profit for the year (2,802) 5,831 (782) (133)
Non-controlling interests 727 – – –
Profit attributable to equity holders of the Group** (3,529) 5,831 (782) (133)
* The non-controlling interest charge is moved to operating profit due to underlying equity being defined as an IFRS 2 put option.
** Headline earnings are profit attributable to equity holders of the Group after adding back the adjustments noted above.
156
Dividends
Amortisation Impairment of Impairment of FVTPL paid to
of acquired intangible non-current investments IFRS 2 put Put option
intangibles assets assets under IFRS 9 holders accounting Headline
(Note 15) (Note 15) (Note 17 & 18) (Note 20) (Note 5)* (Note 27 & 28) results
£000 £000 £000 £000 £000 £000 £000
– – – – – – 526,013
– – – – – – 453,913
– – – – – – 252,765
– – – – 2,499 4,203 (174,011)
– – – – – – (8,816)
537 – – – – – (304)
– 4,794 2,004 – – – –
– – – (644) – – (37,198)
– – – 4,898 – – –
– – – – – – –
537 4,794 2,004 4,254 2,499 4,203 32,436
– – – – – – (12)
– – – – – – 831
– – – 813 – 2,113 (4,586)
537 4,794 2,004 5,067 2,499 6,316 28,669
(198) (28) (536) (1,178) – (65) (7,343)
339 4,766 1,468 3,889 2,499 6,251 21,326
– – – – 2,054 – 2,781
339 4,766 1,468 3,889 4,553 6,251 18,545
157
1. H
EADLINE RESULTS, EARNINGS PER SHARE AND EBITDA CONTINUED
he analysis below provides a reconciliation between the Group’s Statutory results and the Headline results for
T
the current year.
Separately Amortisation of
disclosed acquired
Statutory items intangibles
2022 (Note 2) (Note 15)
Year Ended 31 December 2022 Note £000 £000 £000
Billings (unaudited) 597,520 – –
Revenue 462,533 – –
Net revenue 271,140 – –
Staff costs 5 (198,765) 3,412 –
Depreciation 17, 18 (9,326) – –
Amortisation 15 (1,060) – 597
Impairments 15, 18 (564) – –
Other operating charges (49,474) 9,940 –
Other losses 20 (1,403) – –
Operating profit 10,548 13,352 597
Share of results of associates and JV 16 (10) – –
Finance income 7 391 – –
Finance expense 7 (5,506) – –
Profit before taxation 8 5,423 13,352 597
Taxation 8 (5,178) (1,982) (174)
Profit for the year 245 11,370 423
Non-controlling interests (155) – –
Profit attributable to equity holders of the Group** 90 11,370 423
* The non-controlling interest charge is moved to operating profit due to underlying equity being defined as an IFRS 2 put option.
** Headline earnings are profit attributable to equity holders of the Group after adding back the adjustments noted above.
158
Impairment of FVTPL Revaluation

non-current investments of contingent Dividends paid to Put option
assets under IFRS 9 consideration IFRS 2 put holders accounting Headline
(Note 15 & 18) (Note 20) (Note 14) (Note 5)* (Note 27 & 28) results
£000 £000 £000 £000 £000 £000
– – – – – 597,520
– – – – – 462,533
– – – – – 271,140
– – – 7,811 1,119 (186,423)
– – – – – (9,326)
– – – – – (463)
564 – – – – –
– (272) 266 – – (39,540)
– 1,403 – – – –
564 1,131 266 7,811 1,119 35,388
– – – – – (10)
– – – – – 391
– 456 – – 1,114 (3,936)
564 1,587 266 7,811 2,233 31,833
– (409) – – (47) (7,790)
564 1,178 266 7,811 2,186 24,043
– – – (5,783) – (5,938)
564 1,178 266 2,028 2,186 18,105
159
1. HEADLINE RESULTS, EARNINGS PER SHARE AND EBITDA CONTINUED

Earnings per share
asic and diluted earnings per share are calculated by dividing the appropriate earnings metrics by the
B
weighted average number of shares of the Company in issue during the year.
iluted earnings per share is calculated by adjusting the weighted average number of the Company’s ordinary
D
shares in issue on the assumption of conversion of all potentially dilutive ordinary shares. Anti-dilutive potential
ordinary shares are excluded. The dilutive effect of unvested outstanding options is calculated based on the
number that would vest had the balance sheet date been the vesting date. Where schemes have moved from
equity to cash payment and vice versa, the potential dilution is calculated as though they had been in their year-
end position for the whole year.
Headline
Year Ended 31 December 2023 2023 2023
Profit attributable to equity shareholders of the Group (£000) (3,529) 18,545
Basic earnings per share
Weighted average number of shares (thousands) 122,257 122,257
Basic EPS (2.89)p 15.17p
Diluted earnings per share
Weighted average number of shares (thousands) as above
Add
– LTIP – 1,500
– Put options – 5,247
Total 122,257 129,004
Diluted EPS (2.89)p 14.38p
Excluding the put options (payable in cash) – (5,247)

Weighted average number of shares (thousands) including dilutive shares 122,257 123,757
Diluted EPS – excluding items the Group intends and is able to pay in cash (2.89)p 14.99p
As 2023 Basic EPS is negative, no adjustment has been made for LTIP and put options in the Dilutive EPS
calculation, as these would be anti-dilutive, i.e. would increase EPS had they been included.
160
Headline
Year Ended 31 December 2022 2023 2023
Profit attributable to equity shareholders of the Group (£000) 90 18,105
Basic earnings per share
Weighted average number of shares (thousands) 122,257 122,257
Basic EPS 0.07p 14.81p
Diluted earnings per share
Weighted average number of shares (thousands) as above 122,257 122,257
Add
– LTIP 905 905
– Put options (payable in cash) 11,302 11,302
Total 134,464 134,464
Diluted EPS 0.07p 13.47p
Excluding the put options (payable in cash) (11,302) (11,302)

Weighted average number of shares (thousands) including dilutive shares 123,162 123,162
Diluted EPS – excluding items the Group intends and is able to pay in cash 0.07p 14.70p
HEADLINE EBITDA
2023 2022
£000 £000
Profit Before Tax (Headline) 28,669 31,833
Add back:
Headline depreciation and amortisation (incl. IFRS 16) 9,120 9,789
Headline finance expense (incl. IFRS 16) 4,586 3,936
Headline finance income (831) (391)
EBITDA 41,554 45,167
161
2. SEPARATELY DISCLOSED ITEMS

Policy
Separately disclosed items include one-off, non-recurring revenues or expenses. These are shown separately
and are excluded from Headline profit to provide a better understanding of the underlying results of the Group.
Analysis
Separately disclosed items for the year ended 31 December 2023 comprise of the following:
Staff Operating After tax
costs costs Taxation total
2023 £000 £000 £000 £000
Restructuring – discontinued businesses 1,481 18 (340) 1,159
Restructuring – ongoing businesses 3,200 85 (810) 2,475
Restructuring – global efficiency programme 438 251 (160) 529
CEO/Executive Chair compensation 1,514 – (355) 1,159
Transformation project costs 275 390 (156) 509
Total separately disclosed items 6,908 744 (1,821) 5,831
The Group has been pursuing a strategy to simplify relating to compensation to employees for periods
its operating structure and improve efficiency across not worked. The operating costs mainly relate to the
the Group. In 2023, three programmes of restructuring future rates and service charges for the 30 Great
have been undertaken: Pulteney Street office in London, which has now been
vacated (£233k).
• The Group has shut down certain loss-making
overseas and UK subsidiaries and incurred CEO compensation relates to the 12 months of staff
redundancy costs as part of the agreement costs relating to the gardening leave of the former
with the disposed or closed businesses. This CEO, which has not been worked. These have been
programme will continue into 2024. treated as an exceptional non-Headline cost, as these
• The Group’s global efficiency programme has costs are legally committed by the business, but with
also started to identify and reduce specific central no benefit to the business.
HQ roles, which will no longer be required in the The Executive Chair has fulfilled the CEO role, which
Group. This programme will continue into 2024. triggered the loss of future compensation from her
• Local businesses within the Group have reviewed previous employment, which the Company has agreed
their own future, permanent operational to bear. These have been treated as an exceptional
structures, following market changes, which has non-Headline cost, as these costs relate to the
resulted in staff redundancy costs in the period Executive Chair’s performance in another business.
across 28 ongoing businesses across the Group. In the second half of 2022, the Group commenced
The restructuring costs are treated as separately a global efficiency programme, with the assistance
disclosed items only when a role has been of PricewaterhouseCoopers LLP (PwC). PwC’s
permanently eliminated from the business (there professional fees (£390k) and the staff costs of the
should be no intention for the role to be replaced project team dedicated to this transformation project
in the next 12 months). These local programmes (£275k) have been classified as separately disclosed
have been completed, but new programmes items in line with the treatment in 2022, as this is a
may be undertaken in future, depending on local
strategic, one-off project with a finite end that is not
market conditions.
part of the underlying operations of the business.
The staff costs associated with these restructuring PwC has completed its work, but the project team will
programmes have been treated as an exceptional continue to manage the project through to conclusion
non-Headline cost, as they are one-off exit costs in 2025.
162
Separately disclosed items for the year ended 31 December 2022 comprise of the following:
Staff Operating After tax
costs costs Taxation total
2022 £000 £000 £000 £000
Takeover transaction costs 9,210 1,623 (1,294) 9,539
Strategic review and restructuring 992 1,789 (688) 2,093
Other (262) – – (262)
Total separately disclosed items 9,940 3,412 (1,982) 11,370
During 2022, the Company was subject to two In 2022, PwC’s professional fees in relation to the
competing bids to take control and full ownership of the global cost efficiency programme were classified as
business. Managing the Company’s response to these non-Headline (£992k). In addition, within three of the
two bids resulted in a number of external advisory costs agencies in the Group, a strategic review resulted in
and a refocusing of several key internal personnel away staff redundancy costs in the year (£1,789k).
from the day-to-day running of the business. Included Other separately disclosed items relate to the release
in the above is £811k related to senior management of the provision associated with the Financial Conduct
costs (including £360k representing CEO time), as an Authority investigation, which is now closed with no
estimate of time spent on the transaction where they enforcement action being taken, the cost of which
have been unable to undertake other planned strategic was previously treated as non-Headline. In addition,
activities and day-to-day management of the business. legal fees were incurred in relation to a dispute in
In addition, incremental bonus costs were paid to relation to a put option arrangement.
several key individuals of £594k to reflect the significant
additional workload they had to undertake.
163
3. SEGMENTAL INFORMATION of which is provided to the CODM and is aggregated

into specific geographic regions on a Headline
Headline segmental income statement
basis, with each geographic region considered
Segmental results are reconciled to the income a reportable segment. Each country included in
statement in Note 1 of the financial statements. that region has similar economic and operating
The Board reviews Headline results. characteristics. The products and services provided
by entities in a geographic region are all related to
The Group’s operating segments are aligned to marketing communications services and generally
those business units that are evaluated regularly offer complementary products and services to
by the chief operating decision maker (“CODM”), their customers.
namely, the Board, in making strategic decisions,
assessing performance, and allocating resources. The Group’s performance is also assessed under a
structure of specialisms, and this is reported under two
The operating segments have historically comprised segments: Advertising and High Growth Specialisms,
of individual country entities, the financial information excluding Group Central Costs.
Segmental Information by Geography

Asia Group
Pacific Middle Central
UK Americas (APAC) Africa Europe East Costs Total
£000 £000 £000 £000 £000 £000 £000 £000
Year Ended 31 December 2023
Net revenue 102,709 46,933 64,959 16,080 14,575 7,509 – 252,765
Operating profit / (loss) 20,867 6,608 7,816 1,869 1,570 1,343 (7,637) 32,436
Operating profit margin 20% 14% 12% 12% 11% 18% – 13%
Profit / (loss) before tax 19,235 5,542 6,776 1,753 1,459 1,294 (7,390) 28,669

Net revenue 98,241 55,205 79,010 17,012 15,316 6,356 – 271,140
Operating profit / (loss) 19,528 9,970 12,768 2,000 1,852 625 (11,355) 35,388
Operating profit margin 19% 18% 16% 14% 12% 10% – 13%
Profit / (loss) before tax 17,416 8,278 11,726 1,655 1,832 625 (9,699) 31,833
Included within the Group’s revenues is a customer that makes up more than 10% of total net revenue, contributing
£28.6m (2022: £32.8m). This is included within the UK and within the High Growth Specialisms.
164
Segmental Information by Division

Group Central
£000 £000 £000 £000
Net revenue 105,456 147,309 – 252,765
Operating profit / (loss) 8,011 32,062 (7,637) 32,436
Profit / (loss) before tax 6,238 29,821 (7,390) 28,669

Net revenue 124,300 146,840 – 271,140
Operating profit / (loss) 11,728 35,015 (11,355) 25,388
Profit / (loss) before tax 9,928 31,604 (9,699) 31,833
Non-current Assets Other Than Excluded Items

2023 2022
As at 31 December £000 £000
UK 40,386 41,293
Asia Pacific (APAC) 16,127 26,342
Americas 15,315 17,131
Europe 4,735 6,136
Africa 2,696 3,782
Middle East 1,660 884
Total non-current assets other than excluded items 80,919 95,568
Non-current assets excluded from analysis above:

Deferred tax assets 6,036 5,131
Other financial assets 7,227 11,986
Total non-current assets per balance sheet 94,182 112,685
Allocation of non-current assets by country is based on the location of the business units. Items included comprise
fixed assets, intangible assets, IFRS 16 assets and equity accounted investments.
165
4. REVENUE FROM CONTRACTS WITH CUSTOMERS Measurement of revenue

Billings comprise all gross amounts billed, or billable, Based on the terms of the contractual arrangements
to clients and is stated exclusive of VAT and sales taxes. entered into with customers, revenue is typically
Billings is a non-GAAP measure and is included as it recognised over time. This is based on either the fact
influences the quantum of trade and other receivables that (i) the assets generated under the terms of the
recognised at a given date. The difference between contracts have no alternative use to the Group and
Billings and Revenue is represented by costs incurred there is an enforceable right to payment, or (ii) the
on behalf of clients with whom entities within the client exerts editorial oversight during the course of
Group operate as an agent, and timing differences, the assignment such that they control the service as
where invoicing occurs in advance or in arrears of the it is provided.
related revenue being recognised.
Principal vs agent
Net revenue is a non-GAAP measure and is reviewed
by the CODM and other stakeholders as a key metric When a third-party supplier is involved in fulfilling
of business performance (Note 3 of the financial the terms of a contract, then, for each performance
statements). obligation identified, the Group assesses whether the
Group is acting as principal or agent. The primary
Revenue recognition policies indicator used in this assessment is whether the Group
Revenue is stated exclusive of VAT and sales taxes. is judged to control the specified services prior to
Net revenue is exclusive of third-party costs recharged the transfer of those services to the customer. In this
to clients, where entities within the Group are acting instance, it is typically concluded that the Group is
as principal. acting as principal.
Performance obligations When entities within the Group act as an agent, the
revenue recorded is the net amount retained. Costs
At the inception of a new contractual arrangement
incurred with external suppliers are excluded from
with a customer, the Group identifies the performance
obligations inherent in the agreement. Typically, the revenue. When the Group acts as principal the revenue
terms of the contracts are such that the services to be recorded is the gross amount billed, and when
rendered are considered to be either integrated or allowable by the terms of the contract, out-of-pocket
to represent a series of services that are substantially costs, such as travel, are also recognised as the gross
the same, with the same pattern of transfer to the amount billed with a corresponding amount recorded
customer. Accordingly, this amalgam of services is as an expense.
accounted for as a single performance obligation. Treatment of costs
Where there are contracts with services which are Costs incurred in relation to the fulfilment of a contract
distinct within the contract, then they are accounted are generally expensed as incurred if revenue is
for as separate obligations. In these instances, the recognised over time.
consideration due to be earned from the contract
is allocated to each of the performance obligations,
in proportion to their stand-alone selling price.
Further discussion of performance obligations arising
in terms of the main types of services provided by
the Group, in addition to their typical pattern of
satisfaction, is provided below.
166
Disaggregation of revenue
The Group monitors the composition of revenue earned by the Group on a geographic basis and by specialism.
Reported
2023 2022 2023 vs 2022
Revenue £m £m Movement
Specialism
Advertising 205.0 221.8 (8)%
Issues 111.4 92.7 20%
Passions 69.5 65.5 6%
Consulting 38.7 45.9 (16)%
Media 29.3 36.6 (20)%
Group 453.9 462.5 (2)%
Region
UK 199.0 139.3 43%
Asia Pacific (APAC) 101.7 128.5 (21)%
Americas 72.7 116.8 (38)%
Africa 33.8 32.8 (3)%
Europe 29.4 24.9 18%
Middle East 17.3 20.2 (15)%
Group 453.9 462.5 (2)%
Assets and liabilities related to contracts with consideration and, as such, a trade receivable
customers should be recognised at the point the entity’s right to
consideration is unconditional, which normally will be
Contract assets and liabilities arise when there is a
at the time the purchase order is satisfied (which may
difference (generally due to timing) in the amount of
revenue which can be recognised and the amount not be the same as when an invoice is raised).
which can be invoiced under the terms of the Contract liabilities comprise instances where a
contractual arrangement. customer has made payments relating to services
Where revenue earned from customers is recognised prior to their provision. Where payments are received
over time, many of the Group’s contractual in advance, IFRS 15 requires assessment of whether
arrangements have terms which permit the Group these cash transfers contain any financing component.
to remit invoices for the amount of work performed Under the terms of the contractual arrangements
to date on a specific contract (described in the entered into by entities within the Group, there are no
accounting policies as “right-to-invoice”). Where the instances where such financing elements arise. This
terms of a contractual arrangement do not carry such is the case even for those arrangements where the
right to invoice, then a contract asset is recognised Group receives monies more than a year in advance
over time, as work is performed until such point that by virtue of the terms of the contractual agreement
an invoice can be remitted. so entered into.
Where revenue earned from customers is recognised The Group operates a standard 30-day credit
at a point in time, then this will be dependent on terms policy. All contract liabilities and contract
satisfaction of a specific performance obligation. assets (other receivables per Note 21 of the financial
At such point, it is usual that there are no other statements) brought forward have been realised in
conditions required to be met for receipt of the current period.
167
Revenue recognition policies and performance preparation element and the deliverable are
obligation satisfaction by category of services concluded as forming separate performance
performed obligations with the revenue and corresponding cost
of sales (typically third-party pass-through costs)
Further details regarding revenue recognition and
assigned to the obligation to which they relate.
performance obligations of the Group’s main service
offerings are summarised below. Whilst it is uncommon for projects to be such that
Provision of advertising and marketing services revenue is not able to be recognised over time,
examples can occur. In these instances, the element of
The provision of advertising and marketing services the transaction price assigned to each performance
to clients typically meets the criteria identified above obligation (in proportion to stand-alone selling prices)
for revenue to be recognised over time. The quantum is recognised as revenue once an obligation has been
of revenue to be recognised over the period of the fully satisfied, for example, an event has occurred or a
assignments is either based on the “right-to-invoice” milestone has been reached.
expedient or as the services are provided, depending
on the contractual terms. In measuring the progress Some entities within the Group enter into retainer fees
of services provided in an assignment, the Group that relate to arrangements whereby the nature of
uses an appropriate measure depending on the the entity’s contractual promise is to agree to “stand-
circumstances, which may include inputs (such as ready” to deliver services to the customer for a period
internal labour costs incurred) or outputs (such as of time rather than to deliver the goods or services
media posts). Where projects are carried out under underlying that promise. Revenue relating to retainer
contracts, the terms of which entitle an entity within fees is recognised over the period of the relevant
the Group to payment for its performance only when assignments or arrangements, typically in line with
a discrete point is reached (such as an event has the “stand-ready” incurred costs.
occurred or a milestone has been reached), then
revenue is recognised at the time that payment Where fees are remunerated to the agency in
entitlement occurs, i.e. at a point in time. excess of the services rendered, then a contract
liability is recognised. Conversely where the services
The provision of advertising and marketing services rendered are in excess of the actual fees paid, then
can encompass provision of a range of media a contract asset is recognised when there is a right
deliverables in addition to development and
to consideration.
deployment of a media strategy. Regular assessment
of the effectiveness of the project with regard to the Certain of these arrangements have contractual
objective of the contractual arrangement may also be terms relating to the agency meeting specific
included. Often the range of services provided within customer identified KPIs. As a result, the overall level
these arrangements is considered to be integrated to of consideration can vary by increasing or decreasing
an extent that no separable performance obligations as a result of performance against these KPI metrics.
can be identified other than a single over-arching To reflect this variability in the overall level of
combined performance obligation relating to the consideration, the most likely outcome is estimated
delivery of the project. In these instances, revenue is by management and then that outcome is reflected
recognised over time as the performance obligation in the revenue recognised as the performance
is being satisfied depending on the circumstances, obligation(s) of the contract are satisfied. When
which may include inputs (such as internal labour determining the likely outturn position, the estimated
costs incurred) or outputs (such as media posts). consideration is such that it is highly probable there
When services provided are considered separable, will not be significant reversal of the revenue in the
and not integrated, then multiple performance future. The estimated portion of the variable element
obligations are recognised. Multiple performance is recalculated at the earlier of the completion of the
obligations are most common in projects where contract or the next reporting period and revenue is
there are clearly separable conceptual preparatory adjusted accordingly. These estimates are based on
obligations culminating in a customer deliverable, historical award experience, anticipated performance
such as an event. In these scenarios the conceptual and best judgement at the time.
168
Commission-based income in relation to media

spend
The Group arranges for third parties to provide the
related goods and services to its customers in the
capacity of an agent. Revenue is recognised in relation
to the amount of commission the Group is entitled to.
Often additional integrated services are provided at
the same time with regard to the development and
deployment of an overarching media strategy. Due
to the integration of the services provided under the
terms of the contract, management judgement is
applied to assess whether there is a single combined
performance obligation.
The performance obligation for media purchases is
considered to have been satisfied when the associated
advertisement has been purchased. In the majority
of instances where the Group purchases media for
clients, the Group is acting as agent.
Commission-based income in relation to talent
performance
Revenue in relation to talent performance involves the
Group acting as agent. Typically, such arrangements
have a single, or a sequence, of specific performance
obligations relating to the talent (or other third party)
providing services. The performance obligations
are generally satisfied at a point in time once the
service has been provided, at which point, revenue
is recognised. The consideration for the services is
normally for a fixed amount (as a percentage of the
talent’s fee) with no degree of variability.
Recognition of supplier discounts and rebates
as revenue from contracts with customers
The Group receives discounts and rebates from certain
suppliers for transactions entered into on behalf of
clients, which the clients have agreed the Group can
retain. When the contractual terms of the agreements
entered into are such that the Group acts as agent in
these instances, then such rebates are recognised as
revenue from contracts with customers. By contrast,
when the contractual terms of the agreements are
such that the Group is acting as principal, then such
rebates are recognised as a reduction in direct
costs. Certain of the Group’s clients, however, have
contractual terms such that the pricing of their
contracts is structured with the rebate being passed
through to them.
169
5. STAFF COSTS
Policy
Contributions to personal pension plans are charged to the income statement in the period in which they are
due. Bonuses are given on an ad hoc basis, or as otherwise agreed, and are accrued in the year to which the
services performed relate (when there is an expectation these will be awarded).
Staff Costs (including Directors)

2023 2022
Wages and salaries** 152,647 156,476
Social security costs 14,600 16,152
Pension costs 8,393 8,833
Other staff costs* 4,205 5,832
Total 179,845 187,293
Allocations and dividends paid to holders of IFRS 2 put options 1 2,499 7,811
Share-based incentive plans:
Cash settled 28 4,843 2,432
Equity settled 28 434 1,229
Total share-based incentive plans 5,277 3,661
Total staff costs 187,621 198,765
* Other staff costs include profit share, LTIP charges and other staff benefits.
** Includes bonuses.
Staff numbers 2023 2022

UK 769 772
Europe 182 166
Middle East 76 73
Africa 368 348
Asia Pacific (APAC) 969 1,035
Americas 342 340
Total 2,706 2,734
These staff numbers are based on the average number of staff throughout the year in 2023.
Pensions
The Group does not operate any defined benefit pension schemes. The Group makes payments, on behalf of
certain individuals, to personal pension schemes.
2023 2022
Compensation for key management personnel and Directors £000 £000
Wages and salaries 1,750 2,214
Pension costs 53 53
Share-based payments* – 381
Total 1,803 2,648
* Included within share-based payments is £nil (2022: £174k) relating to Mickey Kalifa who left the Company in
May 2022.
Key management personnel include the Directors and employees responsible for planning, directing and
controlling the activities of the Group. Refer to page 126 of the Directors’ Remuneration Report for details
of the Directors’ remuneration, including the highest paid Director.
170
6. AUDITORS’ REMUNERATION
The Company paid the following amounts to its auditors in respect of the audit of the financial statements and
for other services provided to the Group:
2023 2022
Audit services
Fees payable to the Company’s auditor for the audit of the Company’s annual 1,450 1,506
accounts
Fees payable to associates of the Company’s auditor for the audit of the 205 174
accounts of subsidiaries
Audit fees relating to the prior period 154 300
1,809 1,980
Other services provided by the auditors:
Other assurance services – interim agreed upon procedures 8 25
Corporate finance services 3 499
Taxation compliance services 149 168
Taxation advisory services 73 176
233 868
Total 2,042 2,848
7. NET FINANCE EXPENSE

Policy
Interest income and expense, including fair value adjustments to IFRS 9 put options, are recognised in the income
statement in the period in which they are incurred, except for the amortisation of loan costs which are recognised
over the life of the loan.
2023 2022
Bank interest receivable 412 331
Other interest receivable 414 55
Sublease finance income 5 5
Financial income 831 391
Bank interest payable (2,318) (1,200)
Amortisation of loan costs (190) (222)
Other interest payable (14) –
Interest on lease liabilities (2,876) (2,970)
Valuation adjustment to IFRS 9 put option liabilities (Note 27) (2,114) (1,114)
Financial expense (7,512) (5,506)
Net finance expense (6,681) (5,115)
171
8. CURRENT TAXATION
Policy
Current tax, including UK and foreign tax, is provided for using the tax rates and laws that have been
substantively enacted at the balance sheet date.
Analysis
2023 2022
Income Statement Charge for Year Ended 31 December £000 £000
Taxation in the year
UK 1,955 730
Overseas 3,832 3,020
Withholding taxes payable 54 14
Adjustment for (over) / under provision in prior periods (606) (986)
Total 5,235 2,778
Deferred taxation
Recognition of temporary differences (1,320) 1,719
Adjustment for under / (over) provision in prior periods 253 709
Recognition of previously unrecognised deferred tax (548) –
Effect of changes in tax rates (103) (28)
Total (1,718) 2,400
Total taxation 3,517 5,178
The differences between the actual tax and the standard rate of corporation tax in the UK applied to the Group’s
Statutory profit for the year are as follows:
2023 2023 2022 2022
Year Ended 31 December £000 % £000 %
Profit before taxation 715 5,423
Taxation at UK corporation tax rate of 23.50% (2022: 19.00%) 168 23.5% 1,030 19.0%
Option charges not deductible for tax 1,724 241.8% 1,070 19.7%
Impairment with no tax credit 1,099 154.2% 138 2.5%
Tax losses for which no deferred tax asset was recognised 962 134.9% 834 15.4%
Expenses not deductible for tax 627 88.0% 1,314 24.2%
Different tax rates applicable in overseas jurisdictions 140 19.6% 1,081 20.0%
Withholding taxes payable 54 7.6% 14 0.3%
Tax effect of associates 3 0.4% 2 0.0%
Disposal of associate on which no tax is charged (72) -10.1% – –
Effect of changes in tax rates (103) -14.4% – –
Disposal of subsidiaries on which no tax is charged (184) -25.8% – –
Adjustment for tax (over) / under provision in prior periods (353) -49.5% (277) -5.1%
Recognition of previously unrecognised deferred tax (548) -76.9% – –
Effect of changes in tax rates on deferred tax – – (28) -0.5%
Total taxation 3,517 493.3% 5,178 95.5%
Effective tax rate 493.3% 95.5%
172
Large variations in future tax rates of the statutory locations round the world where tax rates are
accounts are expected due to significant items such higher than the UK, e.g. Australia (30%) and the
as share-based payments (option charges) and put US (between 21% to 28%), the difference reduced
options being non-deductible against corporation tax in the year as the UK tax rate increased from 19%
as a result of these items being capital in nature. to 25% in April 2023.
The key differences between actual and standard tax Tax on headline profits
rates are as follows:
As can be seen in the Headline tax reconciliation, the
• Option charges include dividends paid to those largest drivers of Headline tax charge are the local
shareholders in the subsidiary companies that entities’ profitability with central costs being incurred in
also have a put option arrangement in place the UK, a lower tax market, and profits being made in
within that entity, which are not deductible higher tax countries such as Australia and the US.
for tax: The Group’s share-based payment
Our Headline tax rate has increased from 24.5% to
schemes mostly relate to equity held in subsidiary
25.6%. The key movements in the Headline tax rates
companies. The Group generally receives no tax
are as follows:
benefit on the exercise of these put options nor on
the payment of the dividends. • Tax losses for which no deferred tax asset is
• Impairment with no tax credit: On most of the recognised and recognition of historic unprovided
acquisitions no tax benefit was received from deferred tax caused a net (1.6)% reduction
the acquisition of goodwill. During the period in taxation. We continue to explore ways to
some of the goodwill was impaired with no future recognise our historic unrecognised tax. Our
tax benefit of such impairments. Expenses not disposals will reduce the number potential
deductible for tax: In 2022 two parties tried to entities with tax losses that we have no certainty
acquire the Company and a proportion of the on future profits.
defence costs was disallowable due to them • Our acquisition of partnership interest has
being capital in nature. This increased the non- boosted tax by 1.6% although this is offset
deductible expenses in 2022 that has not been by reduced minority share (this is because
repeated in 2023. partnership share of profits are received by
• The net effect of the adjustment for current minorities without tax deduction).
and deferred tax in prior periods is a release • There was an increase in our historical
of an over provision of £353k (2022: £277k over overprovision of tax causing a net (0.4)%
provision) of total tax charge. reduction in tax rates.
• Due to restructuring, we were able to recognise • The increase in the UK tax rates offset by
£548k (2022: £nil) of unrecognised deferred tax. a reduced difference to overseas tax rates
• Different tax rates applicable in overseas increased our tax charge by 1.8%.
jurisdictions. The Group operates in multiple • Other movements (0.3)%.
2023 2023 2022 2022

Year Ended 31 December £000 % £000 %
Headline profit before taxation (Note 1) 28,669 31,833
Taxation at UK corporation tax rate of 23.50% (2022: 19.00%) 6,737 23.5% 6,048 19.0%
Tax losses for which no deferred tax asset was recognised 693 2.4% 683 2.1%
Expenses not deductible for tax 627 2.2% 781 2.5%
Different tax rates applicable in overseas jurisdictions 439 1.5% 1,297 4.1%
Withholding taxes payable 54 0.2% 14 0.0%
Tax effect of associates 3 0.0% 2 0.0%
Effect of changes in tax rates (24) -0.1% – –
Non-controlling interest share of partnership income (285) -1.0% (818) -2.6%
Adjustment for tax (over) / under provision in prior periods (353) -1.2% (246) -0.8%
Recognition of unprovided for deferred tax (548) -1.9% – –
Effect of changes in tax rates on deferred tax - – 29 0.1%
Headline taxation (Note 1) 7,343 25.6% 7,790 24.5%
Headline effective tax rate 25.6% 24.5%
173
9. DEFERRED TAXATION is probable that future taxable profit will be available

against which the temporary differences can be
Policy
utilised.
Deferred tax is provided in full, using the liability
Deferred tax is provided on temporary differences
method, on temporary differences arising between
arising on investments in subsidiaries and associates,
the tax bases of assets and liabilities and their carrying
except where the timing of the reversal of the
amounts in the financial statements. Deferred tax is
temporary difference is controlled by the Group and
not, however, provided for temporary differences that
it is probable that the temporary difference will not
arise from (i) initial recognition of an asset or liability
reverse in the foreseeable future.
in a transaction other than a business combination
that at the time of the transaction affects neither Deferred income tax assets and liabilities are offset
accounting nor taxable profit or loss, or (ii) the initial when there is a legally enforceable right to offset
recognition of goodwill. current tax assets against current tax liabilities and
the Group intends to settle its current tax assets and
Deferred tax is determined using tax rates (and laws)
current tax liabilities on a net basis. Current and
that have been enacted or substantively enacted by
deferred tax is recognised in profit or loss, except to
the balance sheet date and are expected to apply
the extent that it relates to items recognised in other
when the related deferred tax asset is realised or the
comprehensive income or directly in equity. In this
deferred tax liability is settled.
case, the tax is also recognised in other comprehensive
Deferred tax assets are recognised to the extent that it income or directly in equity, respectively.
Analysis
2023 2022
At 31 December £000 £000
Deferred tax assets 6,036 5,131
Deferred tax liabilities (1,235) (1,245)
Net deferred tax 4,801 3,886
The deferred tax asset is recoverable against future profits, and future corporation tax liabilities. The following table
shows the deferred tax asset/(liability) recognised by the Group and movements in 2023 and 2022.
Working
Capital Tax Purchased capital
Intangibles allowances losses investments differences Total
£000 £000 £000 £000 £000 £000
At 31 December 2021 (977) 1,377 3,777 (1,232) 3,055 6,000
Exchange differences 124 (15) (198) – 375 286
Income statement (charge) / credit 484 581 (1,561) 238 (2,142) (2,400)
At 31 December 2022 (369) 1,943 2,018 (994) 1,288 3,886
Exchange differences 154 207 (322) – (820) (781)
Income statement (charge) / credit (1,040) 243 51 994 1,470 1,718
Disposals – – (23) – 1 (22)
At 31 December 2023 (1,255) 2,393 1,724 – 1,939 4,801
174
Based on the 2024 budget and three-year plans, approved by the Board, the Group has reviewed the deferred tax
asset created by tax losses for their recoverability. Where the Group believes such losses may not be recoverable,
they have not been recognised on the balance sheet and have been included in unrecognised deferred tax assets.
Within the local entities £711k (2022: £1,556k) of deferred tax has been naturally offset. Disregarding this offset, the
split of deferred tax is as follows:
Working
Capital Tax Purchased capital
Intangibles allowances losses investments differences Total
£000 £000 £000 £000 £000 £000
At 31 December 2022
Deferred tax assets 706 1,943 2,304 – 1,734 6,687
Deferred tax liabilities (1,075) – (286) (994) (446) (2,801)
Net deferred tax (369) 1,943 2,018 (994) 1,288 3,886
At 31 December 2023
Deferred tax assets 197 2,441 1,724 – 2,385 6,747
Deferred tax liabilities (1,452) (48) – – (446) (1,946)
Net deferred tax (1,255) 2,393 1,724 – 1,939 4,801
The working capital differences mostly relate to the tax effects of working capital in Australia, which calculates tax
on a cash basis rather than the accruals basis used in other countries, along with the continuing tax effects of the
adoption of IFRS 16 (Leases); and tax provision on any long-term deferred bonuses.
The unrecognised deferred tax assets in respect of certain losses in overseas territories, referred to in the tables
above, have not been recognised as there is insufficient certainty of future taxable profits against which these
would reverse. An unrecognised deferred tax asset in respect of carried forward tax losses is shown below:
Capital Deferred tax

Interest revaluation Losses Total impact*
£000 £000 £000 £000 £000
At 1 January 2023 – – 10,633 10,633 2,145
Exchange differences – – (356) (356) (60)
Written off in year – – (3,499) (3,499) (863)
Previously unrecognised 5,589 – – 5,589 1,174
Losses utilised in year (732) – (1,878) (2,610) (548)
Losses in year – 228 3,464 3,692 962
At 31 December 2023 4,857 228 8,364 13,449 2,810
* At local tax rates.
Expiry date of unrecognised deferred tax:

2023 2022
£000 £000
One to five years 89 24
Five to ten years 3 565
Ten years or more 2,718 1,556
Total 2,810 2,145
175
10. DIVIDENDS This was paid on 12 July 2023 to all shareholders on

the Company’s register of members as at 9 June 2023.
Policy
The ex-dividend date for the shares was 8 June 2023.
Interim dividends are recognised when they have
The payment of this dividend did not have any tax
been approved by the Board and are legally payable.
consequences for the Group.
Final dividends are recognised when they have been
approved by the shareholders at the Company’s A final dividend for 2023 of 1.6 pence per share has
Annual General Meeting. been recommended by the Board, which is a total
amount of £1,956k. The final dividend, if approved at the
No interim dividends were declared in 2022 or 2023.
Company’s Annual General Meeting on 16 May 2024,
A final dividend for 2022 of 1.5 pence per share was will be paid on 24 June 2024 to all shareholders on the
approved at the Company’s Annual General Meeting Company’s register of members as at 10 May 2024.
on 14 June 2023, which was a total amount of £1,834k. The ex-dividend date for the shares is 9 May 2024.
2023 2022
£000 £000
2022 final dividend paid 1.5p on 12 July 2023 1,834 –
Total 1,834 –
11. DISPOSALS Analysis

Policy The Group divested of certain overseas subsidiaries in
Disposals of entities in the Group are accounted for line with its strategy to simplify its operating structure
in accordance with IFRS 10:25. When the parent’s and improve efficiency across the Group. M&C
ownership of a subsidiary company changes and Saatchi AB and M&C Saatchi Spencer Hong Kong
results in the parent’s loss of control of a subsidiary Limited predominately formed part of the Group’s
within the Group, the parent: Advertising division and were acquired by the existing
local leadership teams. Clear Deutschland GmbH
• Derecognises the assets and liabilities attributable formed part of the Group’s Consulting division and
to the former subsidiary from the consolidated
was acquired by the existing local leadership teams.
balance sheet.
The Group disposed its entire shareholding in
• Recognises any investment retained in the former
M&C Saatchi Spencer Hong Kong Limited for £nil
subsidiary when control is lost, and subsequently
accounts for it and for any amounts owed by or to consideration and in Clear Deutschland GmbH for
the former subsidiary in accordance with relevant a consideration of €102k.
IFRS standards. The Group reduced its interest in M&C Saatchi AB from
• Recognises the gain or loss associated with the 70% to 30% with the management team and directors
loss of control attributable to the former controlling of M&C Saatchi AB, acquiring the Company’s interest
interest. for nominal consideration. M&C Saatchi AB became
an equity accounted investment.
The total cash outflow relating to the disposal of these
subsidiaries was £209k.
176
The Headline results of the entities disposed in 2023, which have been included in the results for the year, were as
follows:
Europe APAC Total
Year Ended 31 December 2023 £000 £000 £000
Revenue 3,502 2,059 5,561
Project cost / direct cost (834) (1,346) (2,180)
Net revenue 2,668 713 3,381
Staff costs (2,358) (862) (3,220)
Depreciation (137) (94) (231)
Other operating charges (442) (230) (672)
Operating (loss) / gain (269) (473) (742)
Finance expense (67) (43) (110)
(Loss) / profit before taxation (336) (516) (852)
There were no disposals in 2022.

The gain on disposal of the subsidiaries is calculated as follows:
2023 2022
£000 £000
Consideration received in cash and cash equivalents 88 –
Total consideration 88 –
Plant and equipment 6 –
Right-of-use assets 321 –
Other non-current assets 22 –
Deferred tax assets 23 –
Trade and other receivables 2,370 –
Current tax assets 52 –
Cash and cash equivalents 297 –
Trade and other payables (2,934) –
Current tax liabilities (52) –
Lease liabilities (327) –
Less net liabilities 310 –
Reversal of put option liability* 472
Gain on disposal of subsidiaries 782 –
* As part of the disposals, all put option obligations have been rescinded.
177
12. ASSETS HELD FOR SALE • After classification as held for sale: non-current
assets that are classified as held for sale are
Policy
measured at the lower of carrying amount
Non-current assets, or disposal groups comprising and fair value less costs to sell (IFRS 5.15-15A).
assets and liabilities, are classified as held for sale if it
is highly probable that they will be recovered primarily Analysis
through sale rather than through continuing use. Investments in subsidiaries
The following conditions must be met for an asset The Group sold its shares in PT MCS Saatchi Indonesia
to be classified as held for sale (IFRS 5.6-8): to the company’s founder for a consideration of
• Management is committed to a plan to sell. £500k on 16 January 2024. The investment was
• The asset is available for immediate sale. held at nil value in December 2023.
• An active programme to locate the buyer Investments in associates and financial assets
is initiated. at fair value through profit or loss
• The sale is highly probable, within 12 months
The Group owns a 10% shareholding in Australie
of classification as held for sale.
SAS (France) that was acquired in March 2021. This
• The asset is being actively marketed for sale at a investment is held as financial assets at fair value
sales price reasonable in relation to its fair value. through profit or loss in the consolidated balance
• Actions required to complete the plan indicate sheet. The Group owns 49% in Cometis SARL and 25%
that it is unlikely that plan will be significantly in M&C Saatchi Little Stories. These investments are
changed or withdrawn. held as Investment in associates in the consolidated
• The assets need to be disposed of through sale. balance sheet. The sale process of these investments
Measurement commenced in the last quarter of 2023 and completed
on 28 March 2024 for a consideration of €1m.
• At the time of classification as held for sale:
immediately before the initial classification of The investment in Australie, the investment in our
the asset as held for sale, the carrying amount associates in France and the investment in PT
of the asset will be measured in accordance MCS Saatchi Indonesia, were reclassified to Assets
with applicable IFRSs. Resulting adjustments are held for sale as of December 2023 according
also recognised in accordance with applicable to IFRS 5 Non-current Assets Held for Sale and
IFRSs (IFRS 5.18). Discontinued Operations.
2023 2022
£000 £000
At 1 January – –
Reclassification from investment in associates (Note 16) 172 –
Reclassification from FVTPL (Note 20) 608 –
At 31 December 780 –
178
13. INVESTMENT PROPERTY Rental income from investment property is recognised

on a straight-line basis over the term of the lease.
Policy
Lease incentives granted are recognised as an integral
IAS 40 Investment property applies to the accounting part of the total rental income, over the term of
for property (land and/or buildings, or part of a the lease.
building, or both) held (by the owner, or by the lessee, Analysis
under a finance lease) to earn rentals or for capital
appreciation (or both). At times, entities of the Group will sublet certain
of their properties when their underlying business
Investment property is initially measured at cost and requirements change.
subsequently at fair value with any change recognised
in profit or loss. Investment property compromises one floor in our
London (UK) office valued at £802k and one floor
Up to the date when an owner-occupied property in our Sydney (Australia) office valued at £1,568k.
becomes an investment property carried at fair value, We moved out from these floors in November and
an entity depreciates the property (or the right-of-use in December 2023 respectively.
asset) and recognises any impairment losses that have
occurred. The entity treats any difference at that date These properties are currently on the market with
the aim to sublet them.
between the carrying amount of the property in
accordance with IAS 16 or IFRS 16 and its fair value The investment property value represents the
in the same way as a revaluation in accordance with estimated rental income that the Group could get
IAS 16. in the current market by renting out these spaces.
2023 2022
£000 £000
At 1 January – –
Reclassification from Right-of-use assets (Note 18) 2,369 –
Foreign exchange – –
At 31 December 2,369 –
179
14. DEFERRED AND CONTINGENT CONSIDERATION

Policy
Certain acquisitions made by the Group include contingent or deferred consideration, the quantum of which is
dependent on the future performance of the acquired entity. Such consideration is recorded at fair value in line
with IFRS 13 (Note 30 of the financial statements).
The balances are remeasured at the earlier of either the end of each reporting period or crystallisation of the
consideration payment. The movements in the fair value are recognised in profit or loss.
Analysis
2023 2022
Assets £000 £000
Non-current
Contingent consideration
Saatchinvest Ltd 738 914
Total non-current 738 914
2023 2022
Liabilities £000 £000
Current
Contingent consideration
Scarecrow M&C Saatchi Ltd* – –
Total current – –
* There is contingent consideration owed to shareholders of Scarecrow M&C Saatchi Limited, however, due to its present level of profitability it is currently valued at £nil (2022: £nil).
Movements in Liabilities in the Year

2023 2022
£000 £000
At 1 January – (984)
Exchange differences – –
Charged to the income statement* – (266)
Conditional consideration paid in cash** – 1,250
Conditional consideration paid in equity – –
At 31 December – –
* £266k revaluation of deferred consideration due to Levergy Marketing Agency (Pty) Limited on payment.
** £1,250k paid to Levergy Marketing Agency (Pty) Limited.
180
Movements in Assets in the Year

2023 2022
£000 £000
At 1 January 914 –
Reclassification from financial assets at fair value through profit or loss (Note 20)*** – 914
Revaluation (176) –
At 31 December 738 914
*** The £914k of contingent consideration relates to the sale of Dataseat Ltd (“Dataseat”), one of the entities in the Group’s portfolio of unlisted companies, in which it held a 5.18%
shareholding. The sale to Verve Group took place in July 2022, and £779k of cash was received as initial consideration. Verve Group is part of Media and Games Invest Se
(“MGI”), a Swedish company which is listed on the Nasdaq Market in Stockholm and in the Scale segment of the Frankfurt Stock Exchange. Two further tranches of consideration
may be received, on which the Group has undertaken a probability assessment in determining the value recognised:
Tranche 2:
Up to £534k to be received as cash or MGI shares. The exact amount to be received will be reduced proportionately based on:
1) one or both of the two Dataseat founders leaving the employment of Dataseat before July 2025;
2) if they leave, the terms and timing of their departures; and
3) whether the consideration is paid in cash or shares. Receiving shares results in a maximum consideration of £534k rather than £485k, and the minimum is 0.
We received the £485k cash on 27 February 2024.
Tranche 3:
Up to £924k to be received as cash or MGI shares as part of an earn-out calculation. The earn-out consideration is dependent on Dataseat’s 2024 net revenue and must be
paid by August 2025. The contingent consideration was calculated following a review of Dataseat’s future prospects and potential net revenues and involved sensitivity analysis
of different revenue scenarios. Receiving any earn-out consideration is also dependent on the two founders remaining employed by Dataseat until July 2025. The maximum
consideration which could be received for tranche 3 is £1,458k and the minimum is 0. This has been valued at £253k after discounting the remaining receivable amount.
181
15. INTANGIBLE ASSETS Impairment

Policy Goodwill and other intangibles are reviewed for
impairment annually or more frequently if events
Intangible assets are carried at cost less accumulated
or changes in circumstances indicate that the assets
amortisation and impairment losses.
may be impaired.
Goodwill Impairment losses arise when the carrying amount
Under the acquisition method of accounting for of an asset or CGU is in excess of the recoverable
business combinations, goodwill is the fair value amount, and these losses are recognised in the income
of consideration transferred, less the net of the fair statement. All recoverable amounts are from future
values of the identifiable assets acquired and the trading (i.e. their value in use) and not from the sale
liabilities subsumed. of unrecognised assets or other intangibles.
Other intangibles acquired as part of a business The value in use calculations have been based
combination on the forecast profitability of each CGU, using
the 2024 budget and three-year plans approved
Intangible assets acquired as part of a business by the Board, with a residual growth rate of 1.5%
combination (which includes brand names and p.a. applied thereafter. This forecast data is based
customer relationships) are capitalised at fair value, on past performance and current business and
if they are either separable or arise from contractual economic prospects. Revenue growth rates by year
or other legal rights and their fair value can be and geography were determined using PwC’s 2023
reliably measured. Global Entertainment and Media Outlook report,
and operating cost growth was limited to a % of
Software and film
revenue growth aligned with current margins and
Purchased software, and internally created software improvements driven by Project Forward.
and film rights are recorded at cost. Internally created A discount rate is then applied to create a discounted
software and film rights are created so that they can future cash flow forecast (DCF) for each CGU, which
be directly used to generate future client income. forms the basis for determining the recoverable
Amortisation amount of each CGU. If the DCF of a CGU is not in
excess of its carrying amount (that includes the value
Goodwill is not amortised. Amortisation of other of its fixed assets and right-of-use assets), then an
classes of intangible assets is charged to the income impairment loss would be recognised.
statement on a straight-line basis over their estimated
useful lives as follows: In conducting the review, a residual growth rate of
1.5% has been used for all countries. Market betas
Software and film rights: 3 years of 1.0 have been used for the UK, the US, Europe,
Customer relationships: 1 to 8 years Australia, Malaysia, the UAE, Brazil and South Africa,
while 1.4 has been used for India and 1.2 has been
Brand name: 1 to 10 years used for rest of the world.
The Group has no indefinite life intangibles other Pre-tax discount rates are based on the Group’s
than goodwill. nominal weighted average cost of capital adjusted
for the specific risks relating to the country and
market in which the CGU operates.
182
Key Assumptions Used for Impairment Review Residual Residual Pre-tax Pre-tax
growth growth discount discount
rates 2023 rates 2022 rates 2023 rates 2022
Market % % % %
UK 1.5 1.5 17 16–18
Asia and Australia 1.5 1.5 15–18 15–18
Middle East 1.5 1.5 15 15
South Africa 1.5 1.5 27 27
Americas 1.5 1.5 14–16 14–26
Analysis Software
Customer and film
Goodwill Brand name relationships rights Total
Cost £000 £000 £000 £000 £000
At 31 December 2021 58,436 8,194 14,051 3,232 83,913
Exchange differences 2,258 169 355 145 2,927
Acquired – – 200 992 1,192
Disposal – – – (678) (678)
At 31 December 2022 60,694 8,363 14,606 3,691 87,354
Exchange differences (1,836) (10) 25 (411) (2,232)
Acquired – – – 19 19
Reclassified* – – – (636) (636)
Disposal – – – (120) (120)
Disposal of subsidiaries (including no
– – – – –
longer in use)
At 31 December 2023 58,858 8,353 14,631 2,543 84,385
Accumulated amortisation and

impairment
At 31 December 2021 22,460 7,129 11,495 2,330 43,414
Exchange differences 489 28 57 113 687
Amortisation charge – 104 493 463 1,060
Impairment 556 – – 172 728
Disposal – – – (503) (503)
At 31 December 2022 23,505 7,261 12,045 2,575 45,386
Exchange differences (855) (33) (28) (193) (1,109)
Amortisation charge – 136 567 138 841
Impairment 3,733 295 766 – 4,794
Disposal – – – (120) (120)
At 31 December 2023 26,383 7,659 13,350 2,400 49,792
Net book value

At 31 December 2021 35,976 1,065 2,556 902 40,499
At 31 December 2022 37,189 1,102 2,561 1,116 41,968
At 31 December 2023 32,475 694 1,281 143 34,593
* Relates to assets reclassified from intangible assets to assets held at fair value through profit and loss (Note 20 of the financial statements), following the spinoff of our investment
to DragNDrop Limited.
183
Goodwill Balance held Headroom Balance held Headroom

31 December 31 December 31 December 31 December
2023 2023 2022 2022
Cash-generating Units (CGUs) £000 % £000 % Region Specialism
Shepardson Stern + Kaminsky LLP 5,649 36% 5,899 120% Americas Advertising
LIDA NY LLP (MCD) 5,573 24% 5,821 49% Americas Consulting
Clear Ideas Ltd 5,031 266% 5,031 282% Europe Consulting
M&C Saatchi Mobile Ltd 4,283 618% 4,283 1,248% UK Media
M&C Saatchi Agency Pty Ltd 2,790 249% 2,863 237% Asia Pacific Various
(Australia) (APAC)
M&C Saatchi Social Ltd 2,612 41% 2,612 87% UK Passions
Bohemia Group Pty Ltd 1,768 76% 1,904 36% Asia Pacific Media
(Australia) (APAC)
M&C Saatchi Sport & 1,184 1,351% 1,184 839% UK Passions
Entertainment Ltd
M&C Saatchi Merlin Ltd 765 701% 765 867% UK Passions
Levergy Marketing Agency (PTY) 743 65% 860 30% Africa Passions
Limited (South Africa)
M&C Saatchi Middle East FZ LLC 734 332% 765 515% Middle East Advertising
(Dubai)
Santa Clara Participações Ltda 649 45% 624 4% Americas Advertising
M&C Saatchi Talk Ltd 625 615% 625 630% UK Advertising
M&C Saatchi (M) SDN BHD 69 1,987% 71 2,748% Asia Pacific Advertising
(APAC)
M&C Saatchi (Hong Kong) – 0% 2,506 0% Asia Pacific Advertising
Limited* (APAC)
M&C Saatchi Advertising GmbH* – 0% 1,376 94% Europe Advertising
Total 32,475 253% 37,189 276%
* With exception of CGUs marked, all other movements in the table above are due to foreign exchange differences.
During the year goodwill balances were fully The 2023 review of goodwill was undertaken
impaired in relation to M&C Saatchi (Hong Kong) as at 31 December, and resulted in no further
Limited £2,357k (2022: £396k) when a decision impairments of goodwill.
was made to exit this market; and M&C Saatchi
Advertising GmbH £1,376k (2022: £nil) after the A sensitivity analysis has been performed, showing
agency lost its main client during the year. the impact required if the profit forecasts reduced
Based on the considerations above, impairments by 20% and the discount rates increase by 10%
were also made in relation to brand name £295k across the Group. This would give rise to an
(2022: £nil) and customer relationships £766k (2022: impairment in six CGUs (2022: eight) and a total
£nil) held by M&C Saatchi (Hong Kong) Limited. impairment of £16,993k (2022: £21,603k).
184
16. INVESTMENTS IN ASSOCIATES AND JOINT VENTURES

Policy
The Group invests in associates and joint ventures, either to deliver its services to a strategic marketplace, or to
gain strategic mass by being part of a larger local or functional entity.
An associate is an entity over which the Group has significant influence. Significant influence is the power to
participate in the financial and operating policy decisions of the investee, but it is neither control nor joint control
over those policies.
The carrying value of these investments comprise the Group’s share of their net assets and any purchased
goodwill. These carrying amounts are reviewed at each balance sheet date, to determine whether there is any
indication of impairment.
Analysis Proportion of ownership
Investment interest held at
in associates 31 December
2023 2022 2023 2022
Country of
Nature of incorporation
Region and Name business or registration £000 £000
Europe
Cometis SARL Advertising France – 56 49% 49%
M&C Saatchi Little Stories SAS PR France – – 25% 25%
M&C Saatchi SAL Advertising Lebanon – – 10% 10%
M&C Saatchi AB* Advertising Sweden – – 30% 70%
APAC
Love Frankie Ltd Advertising Thailand 138 135 25% 25%
February Communications Advertising India – – 20% 20%
Private Limited
M&C Saatchi Limited Advertising Japan – – 10% 10%
Total 138 191
* In December 2023, the Group sold majority of its shares in M&C Saatchi AB and only retained 30%.
M&C Saatchi SAL has the following subsidiaries: M&C The sale process of the French associates, 49% in
Mena Ltd and Al Dallah For Creativity & Design LLC. Cometis SARL and 25% in M&C Saatchi Little Stories
SAS, commenced in the last quarter of 2023 and
All shares in associates are held by subsidiary
completed on 28 March 2024. Therefore these
companies in the Group. Where an associate has
investments were reclassified to Assets held for sale
the right to use the brand name, the Group holds the
as of December 2023 according to IFRS 5 Non-current
right to withdraw such use, to protect it from damage.
Assets Held for Sale and Discontinued Operations.
The Group holds neither associates nor joint ventures
in Australia, Africa, or the UK.
The sale process of these investments commenced
in the last quarter of 2023 and is expected to
be completed in the first quarter of 2024 for a
consideration of €1 million.
185
2023 2022
Balance Sheet Value as at 31 December £000 £000
Investments intended to be held in the long term 138 191
Investments categorised as held for sale 133 –
Total associate investments 271 191
2023 2022
Balance Sheet Movements £000 £000
At 1 January 191 202
Exchange movements (1) (1)
Revaluation of associates on transition to assets held for sale 133 –
Transferred to assets held for sale (Note 12) (172) –
Acquisition of associates – –
Impairment of associate – –
Share of (loss) / profit after taxation (13) (10)
At 31 December 138 191
2023 2022
Income Statement £000 £000
Share of (loss) / profit after taxation (13) (10)
Revaluation of associates on transition to assets held for sale 133 –
Other movements 1 –
Share of result of associates and joint ventures 121 (10)
Impairment of associate investment – –
At 31 December 121 (10)
186
The results and net assets of the associate entities are set out below, along with the Group’s share of these results
and net assets:
2023 2022
APAC Europe* Total APAC Europe Total
Income Statement £000 £000 £000 £000 £000 £000
Revenue 3,181 1,201 4,382 4,006 712 4,718
Operating profit / (loss) 874 23 897 765 165 930
Profit / (loss) before taxation (565) 29 (536) (201) 143 (58)
Profit / (loss) after taxation (547) 23 (524) (208) 113 (95)
Group's share 5 (18) (13) (65) 55 (10)
Dividends received – – – – – –
2023 2022
APAC Europe* Total APAC Europe Total
Balance Sheet £000 £000 £000 £000 £000 £000
Total assets 932 2,762 3,694 1,557 151 1,708
Total liabilities (987) (2,683) (3,670) (1,088) (38) (1,126)
Net assets / (liabilities) (55) 79 24 469 113 583
Our share (14) 24 10 117 56 173
Losses not recognised (142) – (142) 13 – 13
Goodwill 294 (24) 270 5 – 5
Total 138 – 138 135 56 191
* Income statement includes the YTD results for France. The investment in France has been reclassified to Assets held for sale as of 31 December 2023, therefore no balance sheet
included for France. The Balance Sheet includes M&C Saatchi AB net assets. The company became an associate on 21 December 2023, therefore no YTD results included in the
income statement disclosure.
187
17. PLANT AND EQUIPMENT

Policy
Tangible fixed assets are stated at historical cost less accumulated depreciation. Depreciation is provided to write
off the cost of all fixed assets, less estimated residual values, evenly over their expected useful lives.
Depreciation is calculated at the following annual rates:
Leasehold improvements – Lower of useful life and over the period of the lease
Furniture and fittings – 10% straight-line basis
Computer equipment – 33% straight-line basis
Other equipment – 25% straight-line basis
Motor vehicles – 25% straight-line basis
The need for any fixed asset impairment write-down is assessed by a comparison of the carrying value of the
asset against the higher of a) the fair value less costs to sell, or b) the value in use.
Analysis Furniture, fittings
Leasehold and other Computer Motor
improvements equipment equipment vehicles Total
Cost £000 £000 £000 £000 £000
At 31 December 2021 7,296 3,918 5,832 78 17,124
Additions 1,145 1,674 1,551 13 4,383
Disposals (1,596) (1,066) (404) – (3,066)
At 31 December 2022 7,169 4,647 7,238 95 19,149
Exchange differences (207) 126 (733) 5 (809)
Additions 515 666 637 9 1,827
Disposals (429) (155) (501) (28) (1,113)
At 31 December 2023 7,048 5,284 6,641 81 19,054
Accumulated depreciation and

impairment
At 31 December 2021 4,030 2,655 4,090 16 10,791
Depreciation charge 990 381 1,087 22 2,480
Disposals (1,579) (926) (396) – (2,901)
At 31 December 2022 3,671 2,163 4,964 41 10,839
Exchange differences (492) 643 (857) 51 (655)
Depreciation charge 1,143 225 1,203 2 2,573
Impairment (Note 1) 101 31 – – 132
Disposals (358) (127) (334) (23) (842)
At 31 December 2023 4,065 2,935 4,976 71 12,047
Net book value

At 31 December 2021 3,266 1,263 1,742 62 6,333
At 31 December 2022 3,498 2,484 2,274 54 8,310
At 31 December 2023 2,983 2,349 1,665 10 7,007
Total depreciation in the income statement is broken down as follows:

2023 2022
Note £000 £000
From plant and equipment 17 2,573 2,480
From right-of-use assets 18 6,243 6,846
8,816 9,326
188
18. LEASES Lease term

The Group leases various assets, comprising The lease term comprises the non-cancellable period
properties, equipment, and motor vehicles. The of the lease contract. Periods covered by an option
determination whether an arrangement is, or contains, to extend the lease are included, if the Group has
a lease is based on whether the contract conveys reasonable certainty that the option will be exercised.
a right to control the use of an identified asset for Periods covered by an option to terminate are
a period of time in exchange for consideration. included, if it is reasonably certain that this option
Policy will not be exercised.
The following sets out the Group’s lease accounting Lease payments
policy for all leases, with the exception of leases Lease payments comprise fixed payments and
with a term of 12 months or less and those of low- variable lease payments (that depend on an index or
value assets. In both these instances the Group a rate, initially measured using the minimum index or
applies the exemptions permissible by IFRS 16 rate at inception date). Payments include any lease
Leases. These are typically expensed to the income incentives and any penalty payments for terminating
statement as incurred. the lease, if the lease term reflects the lessee exercising
Right-of-use assets and lease liabilities that option. The lease liability is subsequently
remeasured (with a corresponding adjustment to the
At the inception of a lease, the Group recognises related right-of-use asset) when there is a change in
a right-of-use asset and a lease liability. future lease payments due to a) a renegotiation or
The value of the lease liability is determined by market rent review, b) a change of an index or rate,
reference to the present value of the future lease or c) a reassessment of the lease term.
payments, as determined at the inception of the
Lease modifications
lease. Lease liabilities are disclosed separately on
the balance sheet. These are measured at amortised Where there are significant changes in the scope
cost, using the effective interest rate method. Lease of the lease, then the arrangement is reassessed to
payments are apportioned between a finance charge determine whether a lease modification has occurred
and a reduction of the lease liability, based on a and, if there is such a modification, what form it takes.
constant interest rate applied to the remaining balance This may result in a modification of the original lease
of the liability. Interest expense is included within net or, alternatively, recognition of a separate new lease.
finance costs in the consolidated income statement.
The interest rate applied to a lease is typically the Subleases
incremental borrowing rate of the entity entering At times, entities of the Group will sublet certain of their
into the lease. This is as a result of the interest rates properties when their underlying business requirements
implicit in the leases not being readily determined. change. Under IFRS 16, the Group assesses the
The incremental borrowing rate applied by each classification of these subleases with reference to
relevant entity is determined based on the interest the right-of-use asset, not the underlying asset.
rate adjudged to be required to be paid by that entity
to borrow a similar amount over a similar term for a Up to the date when an owner-occupied property
similar asset in a similar economic environment. becomes an investment property carried at fair value,
an entity depreciates the property (or the right-of-
A corresponding right-of-use fixed asset is also use asset) and recognises any impairment losses that
recognised at an equivalent amount adjusted for a) have occurred. The entity treats any difference at that
any initial direct costs, b) payments made before the date between the carrying amount of the property in
commencement date (net of lease incentives), and c) accordance with IAS 16 or IFRS 16 and its fair value in the
the estimated cost for any restoration costs the Group same way as a revaluation in accordance with IAS 16.
is obligated to at lease inception. Right-of-use assets are
subsequently depreciated on a straight-line basis over Rental income from investment property is recognised
the shorter of the lease term or the asset’s estimated on a straight-line basis over the term of the lease.
life. Under IFRS 16, right-of-use assets are tested for Lease incentives granted are recognised as an integral
impairment in accordance with IAS 36 “Impairment of part of the total rental income, over the term of
Assets”, when there is an indication of impairment. the lease.
189
When the Group acts as an intermediate lessor, it Short-term leases and leases of low-value assets
accounts for its interests in the head lease and the
The Group applies the short-term lease recognition
sublease separately. At lease commencement, a
exemption to those leases that have a lease term of
determination is made whether the lease is a finance 12 months or less from the commencement date and
lease or an operating lease. To classify each lease, the do not contain a purchase option. It also applies the
Group makes an overall assessment of whether the lease of low-value assets recognition exemption to
lease transfers to the lessee substantially all of the risks leases of office equipment that are considered of low
and rewards of ownership in relation to the underlying value (defined by the Group as being below £3,000).
asset. If this is the case, then the lease is a finance Lease payments on short-term leases and leases of
lease; if not, then it is an operating lease. The Group low-value assets are recognised as an expense on
recognises lessor payments under operating leases a straight-line basis over the lease term.
as sublease income on a straight-line basis over the
lease term. The Group accounts for finance leases as Estimates relating to leases
finance lease receivables, using the effective interest The Group has made estimates in determining the
rate method. interest rate used for discounting of future cash flows,
and the lease term. Details relating to these estimates
can be found on page 146.
Analysis
Set out below are the carrying amounts of right-of-use assets and lease liabilities recognised, and the
movements during the year:
Land & Computer Motor
Buildings equipment vehicles Total
Right-of-use Assets £000 £000 £000 £000
At 1 January 2022 43,892 422 83 44,397
Additions 3,966 395 134 4,495
Modifications 950 – 24 974
Disposals (96) (116) (49) (261)
Depreciation (6,495) (267) (84) (6,846)
Reversal of impairment 164 – – 164
Sublease (164) – – (164)
Foreign exchange 1,203 29 1 1,233
At 1 January 2023 43,420 463 109 43,992
Additions 1,761 12 – 1,773
Modifications 592 6 5 603
Disposals (243) (2) (11) (256)
Depreciation (5,991) (189) (63) (6,243)
Impairment (Note 1)** (1,872) – – (1,872)
Reclassification to investment property (Note 13)* (2,369) – – (2,369)
Foreign exchange (1,835) (19) (2) (1,835)
At 31 December 2023 33,463 271 38 33,772
* Investment property compromises one floor in our London (UK) office valued at £802k and one floor in our Sydney (Australia) office valued at £1,568k. We moved out from these
floors in November and in December 2023 respectively. These properties are currently on the market with the aim to sublet them. The investment property value represents the
estimated rental income that the Group could get in the current market by renting out these spaces.
** The impairment amount of £1,872k consists of:
• £992k - M&C Saatchi Agency Pty Ltd: 99 Macquarie Street, Sydney, Australia (we moved out from this floor in December 2023).
• £364k - M&C Saatchi Worldwide Ltd: 36 Golden Square, London, UK (we moved out from this floor in November 2023).
• £463k - M&C Saatchi Worldwide Ltd: 30GPS 1st floor, London, UK (fully impaired in H1 2023).
• £26k - M&C Saatchi Asia Hong Kong Ltd (due to the closure of the Asia HQ).
• £27k - M&C Saatchi World Services (Singapore) PTE LTD (due to move to a new, bigger office in the year).
190

Lease Liabilities £000 £000 £000 £000
At 1 January 2022 56,332 445 68 56,845
Additions 3,966 395 134 4,495
Modifications 260 – 24 284
Disposals (132) (94) (50) (276)
Accretion of interest 2,945 21 4 2,970
Payments (9,889) (308) (80) (10,277)
Foreign exchange 1,508 20 1 1,529
At 1 January 2023 54,990 479 101 55,570
Additions 1,761 12 – 1,773
Modifications – 6 5 11
Disposals (254) (2) (9) (265)
Accretion of interest 2,852 21 3 2,876
Payments (8,831) (213) (60) (9,104)
Foreign exchange (1,396) (19) (3) (1,418)
At 31 December 2023 49,122 284 37 49,443
The additions in 2023 predominately relate to the of £3.8m in the consolidated balance sheet in
new offices in Dubai (the UAE) and Singapore. January 2024.
The Group signed a lease agreement for a new Of lease payments made in the year of £9,105k
office space in New York in August 2023. Due to (2022: £10,277k), £6,208k (2022: £7,307k) related to
extensive renovation work we did not move into payment of principal on the corresponding lease
that office until January 2024. We recognised liabilities and the balance to payment of interest
the right-of-use asset and the lease liability £2,897k (2022: £2,970k) due on the lease liabilities.

Lease Liabilities £000 £000 £000 £000
Amounts due within one year 5,620 108 23 5,751
Amounts due after one year 44,156 176 13 44,345
At 31 December 2023 49,776 284 36 50,096
Amounts due within one year 6,196 196 56 6,448
Amounts due after one year 48,794 283 45 49,122
At 31 December 2022 54,990 479 101 55,570
191
2023 2022
Income Statement Charge £000 £000
Depreciation of right-of-use assets (6,243) (6,846)
Short-term lease expense 31 (505)
Low-value lease expense 240 (68)
Short-term sublease income – –
Right-of-use asset impairment* (1,872) 164
Charge to operating profit (7,844) (7,255)
Sublease finance income 5 5
Lease liability interest expense (2,897) (2,970)
Lease charge to profit before tax (10,736) (10,220)
* In 2022 there was a reversal of an impairment from 2020, as the impaired asset was sublet during the year.
The Group does not face a significant liquidity risk with regard to its lease liabilities and manages them in line
with its approach to other month-to-month liquidity matters, as described in Note 31 of the financial statements.
The cash payment maturity of the lease liabilities held as at 31 December 2023, net of sublease receipts, is as follows:
2023 2022
Future Cash Payments £000 £000
Period ending 31 December:
2024 8,748 8,149
2025 8,742 7,870
2026 7,745 6,935
2027 7,271 6,415
2028 6,761 6,019
Later years 28,448 25,344
Gross future liability before discounting 67,715 60,732
Of the future lease payments post-2028, £21.8m relates to a single office lease which expires in 2034. This lease
agreement was entered into in December 2019.
The Group signed a lease agreement for a new office space in New York in August 2023. Due to extensive
renovation work we did not move into that office until January 2024. We recognised the right-of-use asset and the
lease liability of £3.8m in the consolidated balance sheet in January 2024. The future cash payments include the
payments of this lease.
19. OTHER NON-CURRENT ASSETS

2023 2022
Other debtors including rent deposits 1,262 1,107
Long-term loans receivable* 1,040 –
Total other non-current assets 2,302 1,107
* This balance relates to £607k convertible loan to DragNDrop Limited, and €500k M&C Saatchi Madrid loan provision reversal.
192
20. FINANCIAL ASSETS AT FAIR VALUE THROUGH • A 2.86% shareholding in Sesión Tequila Holdings
PROFIT AND LOSS (FVTPL) Pty Ltd (Australia).
Policy • A 10% shareholding in M&C Saatchi Madrid SL
The Group holds certain unlisted equity investments, (Spain).
which are classified as financial assets at FVTPL. • A 10% shareholding of 59A Limited.
These investments are initially recognised at their
fair value. At the end of each reporting period the • A 10% shareholding in Australie SAS (which has
fair value is reassessed, with gains or losses being been reclassified as an asset held for sale).
recognised in the income statement. The closing balance of the equity investments held at
The valuations are based on several factors, including FVTPL consists of: Saatchinvest (£6,441), DragNDrop
the share price from the latest funding round, recent Limited (£636k) and Sesión Tequila Holdings Pty Ltd
financial performance (where available), discounting (£151k). The Group’s 10% shareholdings in M&C Saatchi
for liquidation preference shares held by other Madrid SL and 59A Limited are all valued at nil.
shareholders, discount based on time elapsed since last
With regard to DragNDrop, the Group paid £636k in
price-point and discounting for convertible loan notes.
respect of the development of the DragNDrop IP. The
Analysis Group invested a further £607k in DragNDrop Limited
The Group’s unlisted equity investments consist of: in a form of a convertible loan, which is included in
other non-current assets in the balance sheet.
• Investments held by Saatchinvest Ltd, mainly
relating to 18 (2022: 18) early-stage companies. With regard to the early-stage non-client investments,
the most the Group has invested in any one company
• A £636k convertible investment in DragNDrop over time is £0.7m and the least is £0.1m. The Group
Limited (which has built an end-to-end invests in these companies for long-term return.
advertising design tool to help small businesses
with their marketing), following its spinoff from The activity in the year relating to the equity
the Group in 2023. investments held at FVTPL is presented below:
2023 2022
£000 £000
At 1 January 11,986 15,183
Disposals (49) (918)
Gain / (loss) on disposal – 1,168
Impairment – (2,863)
Revaluation upwards 176 3,016
Revaluation downwards (4,898) (2,724)
Reclassification from intangible assets (Note 15) 636 –
Reclassification to assets held for sale (Note 12) (608) –
Reclassification to contingent consideration (Note 14) – (914)
Foreign exchange (16) 38
At 31 December 7,227 11,986
2023 2022
Other Gains/(losses) in Income Statement £000 £000
Revaluations (4,722) 292
Gain / loss on disposal – 1,168
Impairment – (2,863)
Total (4,722) (1,403)
193
Saatchinvest
As well as the potential for making gains when selling these assets in the future, the strategy for making these
investments originally envisaged synergies from exposure to, and contact with, such high potential companies.
This portfolio is not strategically important and we will not be adding to it in the future.
In 2023, there were no additions, but the investment in Citymapper was disposed of in the year.
The £4,898k revaluation downwards included £1,909k relating to Ometria, £1,114k relating to Picasso Labs,
£765k relating to Kyra and £546k relating to Touchcast.
The following summary shows the material investments held by Saatchinvest and quantitative information about
the significant unobservable inputs used for fair value measurements:
Closing Fair Value Quantitative information

31 December 2023 for fair value measurements
Company £000
Ometria 1,500 10% performance discount, 66% discount based on
time elapsed since last price-point, 10% discounting
for liquidation preference shares held by other
shareholders
Picasso Labs/Creative X 875 10% performance discount, 10% discounting for
liquidation preference shares held by other
shareholders, 56% discount based on time elapsed
since last price-point
Kindred 732 10% discounting for liquidation preference shares
held by other shareholders
Metomic 560 10% discounting for liquidation preference shares
Farewill 531 10% discounting for liquidation preference shares
Touchcast 528 50% performance discount
ThingThing 513 10% discounting for liquidation preference shares
Other 10 investments (each below £500k) 1,202
Total 6,441
Australie
The £176k revaluation upwards relates to the unlisted investments held by M&C Saatchi International Holdings
B.V. in Australie SAS.
A sale process of this investment commenced in the last quarter of 2023 and completed on 28 March 2024.
Consequently, the 10% investment in Australie was reclassified to assets held for sale as of December 2023,
according to IFRS 5 Non-current Assets Held for Sale and Discontinued Operations.
194
21. TRADE AND OTHER RECEIVABLES receivables with the objective to collect the contractual
cash flows and therefore measures them subsequently
Policy
at amortised cost using the effective interest method.
Trade receivables Impairment – expected credit losses
Trade receivables are amounts due from customers The Group applies the IFRS 9 simplified approach
for goods sold or services performed in the ordinary to measuring expected credit losses which uses a
course of business. These financial assets give rise to lifetime expected loss allowance (“ECL”) for all trade
cash flows that are “solely payments of principal and receivables and contract assets. To calculate the
interest” on the principal amount outstanding. They are lifetime ECL the Group has established a provision
generally due for settlement within 30–90 days and matrix that is based on its historical credit loss
therefore are all classified as current. Trade receivables experience, adjusted for forward-looking factors
are recognised initially at the amount of consideration specific to the debtors and economic environments
that is unconditional. The Group holds trade in which the Group operates.
2023 2022
£000 £000
Trade receivables 87,853 97,431
Loss allowance (2,251) (1,829)
Net trade receivables 85,602 95,602
Prepayments 6,226 4,890
Amounts due from associates 271 38
VAT and sales tax recoverable 160 167
Accrued income 12,238 12,716
Contract assets 2,845 2,180
Other receivables* 16,344 16,474
Total trade and other receivables 123,686 132,067
* Other receivables comprises unbilled media receivables balances of £14.2m (31 December 2022: £12.3m) and other amounts receivable of £2.1m (31 December 2022: £4.3m).
There is no additional ECL recorded in relation to these amounts.
Set out below is the movement in the loss allowance (which includes provision for expected credit losses) of trade
receivables and contract assets.
2023 2022
£000 £000
As at 1 January (1,829) (877)
Release / (increase) for expected losses during the year 115 96
Movement in forward-looking provision for specific bad debts:
– Charge during the year (574) (1,469)
– Released during the year 24 421
– Utilisation of provision – –
Foreign exchange movement 13 –
Year-end provision (2,251) (1,829)
The information about credit exposures is disclosed in Note 31 of the financial statements.
195
22. TRADE AND OTHER PAYABLES

Policy
Trade and other liabilities are non-interest bearing and are stated at their amortised cost subsequent to initial
recognition at their fair value, which is considered to be equivalent to their carrying amount due to their short-
term nature.
2023 2022
£000 £000
Trade creditors 35,176 50,437
Contract liabilities* 17,683 20,502
Sales taxation and social security payables 4,855 3,495
Accruals 63,336 67,601
Other payables 12,800 13,512
Total trade and other payables 133,850 155,547
* Contract liabilities relates to deferred income of £17.6m (2022: £20.5m). This has decreased in line with the decrease in revenue, as customers reduced budgets and cut spending
throughout the year. The amount of the 2022 balance was recognised within revenue in the current year.
Settlement of trade and other payables is in accordance with the terms of trade established with the Group’s
local suppliers.
23. PROVISIONS
Policy
Provisions are recognised when the Group has a present legal or constructive obligation arising as a result of
past events and where it is more likely than not an outflow of resources will be required to settle the obligation
and the amount can be reliably estimated. Provisions are measured at management’s best estimate of the
expenditure required to settle the obligation at the balance sheet date.
The year-end provision of £1.1m (2022: £1.1m) comprises of costs relating to income protection schemes of £0.1m
(2022: £0.5m); £0.2m (2022: £0.3m) in relation to property dilapidations; and £0.8m (2022: £nil) in relation to
retrospective rent reviews.
2023 2022
£000 £000
At 1 January (1,056) (1,193)
Charged to the income statement:
- Overseas sales taxation and social security liabilities – (92)
- Income protection provision – (92)
- Provision for retrospective rent reviews (800) –
Utilised or released in the year
- Lease dilapidations 10 21
- Release income protection provision 402 –
- Release of overseas tax provision 327 –
- Release of other provisions 67 –
- Release associated with the FCA investigation – 300
At 31 December (1,050) (1,056)
As at the end of 2022, all amounts recognised as provisions were expected to be utilised within 12 months and
are held as current liabilities. The Directors do not anticipate that any of the above will have a material adverse
effect on the Group’s financial position or on the results of its operations.
196
24. BORROWINGS
Policy
Loans and overdrafts are recognised initially at fair value, less attributable transaction costs. Subsequently, loans
and overdrafts are recorded at amortised cost with interest charged to the income statement under the Effective
Interest Rate (EIR) method. Where there is a significant change to the future cash flows, the EIR is reassessed with
a corresponding change in the carrying amount of the amortised cost. The change in the carrying amount is
recognised in profit or loss as income or expense.
Interest payable is included within accruals as a current liability.
Analysis
Amounts due within one year

2023 2022
Overdrafts* – (4,271)
Secured** bank loans (15,900) –
Local bank loans (43) (159)
(15,943) (4,430)
* These overdrafts can be legally offset with other cash balances. They have not been netted off in accordance with IAS32.42 in 2022 as there was no intention to settle on a net basis.
However, they have been netted off in 2023 as the cash balance and the overdraft balance is with the same bank and there is intention to settle this on a net basis.
** Bank loans are secured on share charges and debentures for England & Wales Incorporated Guarantors and share charges only for non-England & Wales Incorporated
Guarantors.
Amounts due after one year

2023 2022
Local bank loans – (52)
Secured bank loans – (6,750)
– (6,802)
Secured bank loans Old Facility

On 7 March 2024, the Company entered into a new 1. Interest cover – EBIT for the previous 12 months must
revolving multicurrency facility agreement with exceed 5 times the net finance charge (external
National Westminster Bank Plc, HSBC UK Bank plc and debt interest, excluding IFRS 16 finance lease interest
Barclays Bank PLC for up to £50m (the “New Facility”), payments) for the previous 12 months.
with a further £50m extension if required for strategic 2. Leverage – total indebtedness at the period end must
acquisitions. The New Facility is provided on a three-year not exceed 3.5 times EBITDA for the previous 12 months
term with two one-year extensions. Interest is charged (adjusted for acquisitions and disposals). This reduced
based on a reference rate plus a margin, which is based to 3.0 times from 31 March 2022, 2.5 times from 30 June
on the current leverage of the Group (margin ranges 2022, and reduces to 2.0 times from 31 March 2023.
from 2.25% to 3.25%, as at Q1 2024 ). This New Facility
New Facility
is to refinance the existing £47m facility with National
Westminster Bank Plc and Barclays Bank PLC (the 1. Interest cover – EBIT for the previous 12 months must
“Old Facility”) which would have matured on 31 May exceed 5 times the net finance charge (external
2024. At 31 December 2023, the Group had up to debt interest, excluding IFRS 16 finance lease interest
£47.0m (2022: £47.0m) of funds available under the payments) for the previous 12 months.
Old Facility with £16.0m drawn (2022: £7.0m). 2. Leverage – total indebtedness at the period end
must not exceed 2.75 times EBITDA for the previous 12
Each facility includes two financial covenants, which months (adjusted for acquisitions and disposals). This
if either were to be breached would result in a default increases to 3.25 times for a six-month period after an
of the relevant facility agreement: acquisition.
197
The Company has been compliant with the covenants in the Old Facility throughout the period. The actual
calculation is based on Headline results, though with specific additional addbacks defined by the bank.
2023 2022
Gross secured bank loans (16,000) (7,000)
Capitalised finance costs 100 250
Total secured bank loans (15,900) (6,750)
Total secured bank loans are due as follows:

2023 2022
In one year or less, or on demand (15,900) –
In more than one year, but not more than five years – (6,750)
(15,900) (6,750)
Total bank loans and borrowings used to calculate net cash are as follows, IFRS 16 Leases is excluded from the
calculation of net cash in accordance with the Group’s bank covenants:
Gross secured Local bank Total bank
bank loans loans loans*
At 31 December £000 £000 £000
At 31 December 2021 (20,000) (590) (20,590)
Cash movements 13,000 410 13,410
Non-cash movements
– Foreign exchange – (32) (32)
At 31 December 2022 (7,000) (212) (7,212)
Cash movements (9,000) 164 (8,836)
Non-cash movements
– Foreign exchange – 5 5
At 31 December 2023 (16,000) (43) (16,043)
* The borrowing used to calculate net cash.
25. OTHER NON-CURRENT LIABILITIES

2023 2022
31 December £000 £000
Employment benefits* 875 1,846
Long-term bonuses 414 1,362
Other** 790 838
2,079 4,046
* This relates to long-term service leave in some locations, deferred contributions to pension schemes and long-term bonus plans. In addition, a termination indemnity plan in
Italy of £524k (2022: £535k); this liability is for the 13th month salary accrual for all Italian employees to be paid to them when they leave the Company.
** The main items include a contractual make good liability in relation to the Australia office lease of £653k (2022: £690k).
198
26. EQUITY-RELATED LIABILITIES In the table below, potential cash payments are
presented, based on the 2023 year-end share price
This disclosure note summarises information relating
to all share schemes disclosed in Notes 14, 27 and 28 of the Company of 160.0 pence and the estimated
of the financial statements. future business performance for each business unit.
The payments are stated in the year at which the
In the case of contingent consideration (Note 14 of the put option schemes first become exercisable. The
financial statements), IFRS 9 minority shareholder put
forecasts are based on the Group’s three-year plans,
option liabilities (Note 27 of the financial statements),
developed as part of the budget cycle, and assume all
and IFRS 2 put option schemes (Note 28 of the financial
TSR targets are fulfilled, and that equity is bought by
statements), the Group has a choice to pay in cash or
equity. The Board made the decision during 2021 that the ESOP Trust in the year of vesting at a Company
put options would, from then on, be settled in cash, share price of 160.0 pence. The table also shows the
where the Group has cash resources to do so. In the amount of these potential cash payments that has
case of the LTIP schemes, it is the Board’s intention that been recognised as a liability as at 31 December 2023,
an ESOP trust is set up to acquire the shares and fulfil with the % of the related employment services not yet
these schemes using the acquired equity. delivered to the Group at that date.
Total future expected liabilities as at 31 December 2023

Services Balance
Potentially payable not yet sheet
delivered liability
as at 31 as at 31
At Company Share 2024 2025 2026 2027 2028 2029 Total Dec 2023 Dec 2023
Price of 160.0p £000 £000 £000 £000 £000 £000 £000 %* £000
IFRS 9 put option schemes 3,050 – 2,675 – – – 5,725 9% 5,184
IFRS 2 put option schemes 6,833 1,283 216 301 83 – 8,716 5% 8,232
LTIPs 1,948 2,574 2,546 – – – 7,068 79% –**
11,831 3,857 5,437 301 83 – 21,509
* Share-based payments (Note 28) charge liability to income statement over period of vesting, i.e. as the employee fulfils their time obligation to earn the put option.
** LTIPs are accounted for as equity-settled, and thus do not create a balance sheet liability. The total value of £7,068k relates to the LTIPs issued and outstanding at 31 December 2023.
Put option holders are not required to exercise their options at the first opportunity. Many do not and prefer to
remain shareholders in the subsidiary companies they manage. As a result, some put option holders may not
exercise their options on the dates estimated in the table above.
If the Group in the future decides to settle in equity, then the amount of equity that will be provided is equal to
the liability divided by the share price.
199
Effect of a change in share price

The same data from the table above is presented in the table below, but in this analysis the potential payments
are based on a range of different potential future share prices.
Potentially payable
2024 2025 2026 2027 2028 2029 Total
£000 £000 £000 £000 £000 £000 £000
At 140p 10,939 3,363 5,091 263 73 – 19,729
At 160p 11,831 3,857 5,437 301 83 – 21,509
At 175p 12,503 4,228 5,695 329 91 – 22,846
At 200p 13,547 4,770 6,234 376 104 – 25,031
At 225p 14,536 5,258 7,013 423 117 – 27,347
At 250p 15,524 5,745 7,792 470 130 – 29,661
At 300p 17,262 6,720 9,351 564 156 – 34,053
Total Put Option Liability
2022 2023 2022 2022

Company Group Company Group
Total Total Total Total
£000 £000 £000 £000
Put options liability (IFRS 2) (17) (8,232) (7,002) (18,992)
Put options liability (IFRS 9) – (5,184) – (3,856)
Total (17) (13,416) (7,002) (22,848)
Current – Minority shareholder put option liabilities (17) (9,891) (7,002) (18,419)
Non-current – Minority shareholder put option liabilities – (3,525) – (4,429)
Total (17) (13,416) (7,002) (22,848)
27. MINORITY SHAREHOLDER PUT OPTION These instruments are recognised in full at the
LIABILITIES (IFRS 9) amortised cost of the underlying award on the date
of inception, with both a liability on the balance sheet
Policy
and a corresponding amount within the minority
See below but also the basis of preparation note on interest put option reserve being recognised. At each
page 144. period end, the amortised cost of the put option
liability is calculated in accordance with the put option
Some of the subsidiaries’ local management have agreement, to determine a best estimate of the future
a put option arrangement in place. The put option value of the expected award. Resultant movements in
arrangements give these employees a right to the fair value of these instruments are charged to the
exchange their minority holdings in the subsidiary into income statement within finance income/expense.
shares in the Company or cash (at the Group’s choice).
The put option liability will vary with both the
These schemes are considered as rewarding future Company’s share price and the subsidiary’s financial
business performance and, as they are not conditional performance. Current liabilities are determined by the
on the holder being an employee of the business, they Company’s year-end share price and the historical
are accounted for in accordance with IFRS 9. results of the companies where the option holders can
200
exercise within the next twelve months. Non-current Upon exercise of an award by a holder, the liability is
liabilities are determined by the Company’s year-end extinguished and the associated minority interest put
share price and the projected results of the companies option reserve is transferred to the non-controlling
where the option holders cannot exercise their options interest acquired reserve.
within the next twelve months.
Analysis
IFRS 9 put options exercisable from year ended 31 December 2023: % of
subsidiaries’
shares
Subsidiary Year exercisable
M&C Saatchi (Switzerland) SA 2023 21.0
Santa Clara Participações Ltda 2023 25.0
Santa Clara Participações Ltda 2026 24.9
This Film Studio Pty Ltd 2023 30.0
It is the Group’s option to fulfil these options in equity or cash and it is the Group’s present intention to fulfil the
options in cash (if available). However, if they are fulfilled in equity, the estimated number of the Company shares
that will be issued to fulfil these options at 160.0 pence is 3,239,556 shares (2022: at 151.0 pence, 2,553,018 shares).
2023 2022
Liability as at 31 December £000 £000
Amounts falling due within one year (3,050) (2,584)
Amounts falling due after one year, but less than three years (2,134) (1,272)
(5,184) (3,856)
2023 2022
Movement in Liability During the Year £000 £000
At 1 January (3,855) (5,238)
Exchange difference – (1)
Exercises 785 2,497
Income statement charge due to:
– Change in profit estimates (2,142) (970)
– Change in Company share price 198 406
– Amortisation of discount (170) (550)
Total income statement charge (Note 7) (2,114) (1,114)
At 31 December (5,184) (3,856)
2023 2022
Put Options Exercised in Year £000 £000
Paid in equity – –
Paid in cash 785 2,497
Total 785 2,497
During the year a put option arrangement for a 10% shareholding of M&C Saatchi Merlin Limited was exercised
by the put option holder, and the equity was acquired by the Group.
201
28. SHARE-BASED PAYMENTS (IFRS 2) estimates the shares that will ultimately vest, using
assumptions over conditions, such as profitability of
Policy
the subsidiary to which the awards relate. This value
See below but also the basis of preparation note is recognised as an expense in the income statement
on page 144. over the shorter of the vesting period or the period of
required employment on a straight-line basis, with a
Local management in some of the Group’s subsidiaries
corresponding increase in reserves.
(who are minority interests of the Group) have the
right to a put option over the equity they hold in the Upon exercise of the awards, the nominal value of
relevant subsidiary. Where this put option is dependent the shares issued is credited to share capital with the
upon the holders’ continued employment by the balance to share premium.
relevant subsidiary, or where the holder received the
option as a result of employment with the relevant Cash-settled share-based payment schemes
subsidiary, these options are accounted for under When an award is intended to be settled in cash, then
IFRS 2 as equity-settled share-based payments to a liability is recognised at inception of the award,
employees or as cash-settled share-based payment based on the present Company’s share price and
schemes. These are redeemable, at the choice of the its relevant multiple. This value is recognised as an
Group, either in shares of the Company or by means expense in the income statement from the date of
of a cash payment to the holder. Such schemes award to the date it is exercised, on a straight-line
should be considered as rewards for future business basis, with a corresponding increase in liabilities.
performance, which are conditional on the holder
being an employee of the business. Conversion from equity-settled to cash-settled
Equity-settled share-based payment schemes Up to 21 September 2021, the Group accounted for
these put options as equity-settled. From 21 September
Where an award is intended to be settled in equity, 2021, the Group accounted for these put options as
then the fair value of the award is calculated at the cash-settled.
grant date of each scheme based on the present
Company’s share price and its relevant multiple. If a put option existed at 21 September 2021 and is
The fair value of the awards is calculated by means still unvested and the Company’s share price multiple
of a Monte Carlo model with inputs made in terms (the market condition) at the inception of the option
of the Company’s share price at the date of grant, is higher than the current Company’s share price
risk free rate, the historic volatility of the share price, multiple, then the difference is charged to the income
the dividend yield and the time to vest. The Group statement.
The following table sets out a comparison between equity settlement and cash settlement of IFRS 2 put options:
Equity-settled IFRS 2 Scheme Cash-settled IFRS 2 Scheme

Cost of the put option Booked to staff costs. Booked to staff costs.
Liability of the put option Booked to equity (no impact on Booked to liabilities (reduces net assets).
net assets).
Recognition of the cost Spread evenly between the date Spread evenly between the date the put option is
the put option is issued and the issued and the date the put option vests. Further
date the put option vests. No valuation adjustments are made to the income
further costs after vesting date. statement until the option is exercised.
Revaluation adjustments Adjusted by changes in the profit Adjusted by changes in the profit of the
of the subsidiary only. subsidiary and the relevant share price multiple.
Exercise of put option New Company shares issued to Cash issued to put option holders.
put option holders.
202
Summary of schemes – Company’s full-year Headline PBT

performance in 2023 versus target
The Group has the following share-based payment
(30% of the award).
schemes:
• 2022 LTIP awards – on 12 December 2022, the
• Put options – from 21 September 2021 these put
Company awarded equity-settled LTIPs to senior
options have been accounted for as cash settled.
executive managers. This scheme grants a future
• South African equity purchased with non- award of the Company’s shares, dependent on
recourse loans – some of the South African the achievement of certain future performance
subsidiaries have sold equity to staff with non- conditions:
recourse loans that are repaid out of dividends
and from the proceeds of selling the equity – Company’s total shareholder return (TSR)
to other employees, with the entity that has versus the total shareholder return (TSR) of
issued the equity acting as an intermediary. the FTSE SmallCap Index over the three years
The equity does not have any put rights, so from December 2021 to December 2024
there is no obligation to acquire the equity, (50% of the award).
however the South African entities lent R16,082k – Company’s full-year Headline PAT
(2022: R14,009k) to acquire the liability (netted performance per share in 2024 versus
against the fair value of the award) is at risk. target (50% of the award).
• Cash awards – these are long-term cash schemes • 2023 LTIP awards – on 2 August 2022, the
that were historically treated as a share-based Company awarded equity-settled LTIPs to senior
scheme. These awards were fulfilled in the year. executive managers. This scheme grants a future
award of the Company’s shares, dependent on
• 2021 LTIP awards – on 28 September 2021 and
21 December 2021, the Company awarded equity- the achievement of certain future performance
settled LTIPs to senior executive managers. This conditions:
scheme grants a future award of the Company’s – Company’s total shareholder return (TSR)
shares, dependent on the achievement of certain versus the total shareholder return (TSR) of
future performance conditions: the FTSE SmallCap Index over the three years
– Company’s total shareholder return (TSR) from December 2022 to December 2025
versus the total shareholder return (TSR) of (50% of the award).
the FTSE SmallCap Index over the three years – Company’s full-year Headline PAT
from December 2020 to December 2023 performance per share in 2025 versus
(70% of the award). target (50% of the award).
For the LTIPs, an Employee Benefit Trust (EBT) has been set up to acquire the shares to fulfil these schemes in
equity; thus the schemes are accounted for as equity settled. The inputs to Monte Carlo models used to calculate
the fair value of these share awards granted during the year are as follows:
2023 2022 2021* 2021

LTIP LTIP LTIP LTIP
Issue date 02/08/2023 12/12/2022 21/12/2021 28/09/2021
Vesting date 02/08/2026 31/05/2025 21/12/2024 28/09/2024
Share price at grant £1.34 £1.48 £1.63 £1.56
Expected volatility 55% 76% 80% 81%
Risk free rate 5.15% 3.32% 0.67% 0.51%
Dividend yield 0% 0% 0% 0%
Fair value of award per share £1.34 £1.47 £1.62 £1.55
TSR element against FTSE SmallCap index:

Expected volatility 268% 291% 147% 158%
Fair value of award per share £0.21 £0.63 £0.72 £0.67
* During 2023, the last remaining recipient of this reward left the Group’s employment, and nothing will now vest under this scheme.
203
Income Statement Charge

Group 2023 2023 2023 2022 2022 2022
Equity Cash Total Equity Cash Total
£000 £000 £000 £000 £000 £000
Put options (407) 4,349 3,942 580 432 1,012
South Africa non-recourse loan scheme – 261 261 – 107 107
Total not affecting Headline results (Note 1) (407) 4,610 4,203 580 539 1,119
LTIPs 841 – 841 438 – 438
Restrictive share awards – – – 211 – 211
Cash awards – 233 233 – 1,893 1,893
Total 434 4,843 5,277 1,229 2,432 3,661
Cash-settled liability
Group
The movement in the liability by scheme is detailed below:
South Africa
non-recourse
Put options loan scheme Cash awards Total
£000 £000 £000 £000
At 1 January 2022 (27,122) (468) (326) (27,916)
(Charge) / credit to income statement
– Straight-line recognition (963) – (1,893) (2,856)
– Change in subsidiary profit estimates (1,858) (231) – (2,089)
– Change in Company multiple 2,389 124 – 2,513
Total income state (charge) / credit (432) (107) (1,893) (2,432)
Settled* 8,553 – 1,054 9,607
Foreign exchange 9 (23) – (14)
At 31 December 2022 (18,992) (598) (1,165) (20,755)
(Charge) / credit to income statement
– Straight-line recognition (366) (261) (233) (860)
– Change in subsidiary profit estimates (203) – – (203)
– Change in Company multiple (3,780) – – (3,780)
Total income statement charge (4,349) (261) (233) (4,843)
Disposed 472 – – 472
Settled 14,637 – 1,398 16,035
Foreign exchange – 65 – 65
At 31 December 2023 (8,232) (794) – (9,026)
* Following a review of the Group’s 2022 financial statements by the Financial Reporting Council’s Corporate Reporting Review Team (CRRT), the Group agreed to reclassify
these settlements of cash liabilities in the cash flow statement as operating activities, instead of financing activities. This resulted in the net cash from operating activities for
2022 reducing by £9,607k from £22,468 to £12,861k, with cash from financing activities increasing by the same amount. The FRC has confirmed that the matter is now closed.
The Group recognises that the FRC’s review was based on the Company’s Annual Report and Accounts for the year ended 31 December 2022 and did not benefit from
detailed knowledge of the Company’s business or an understanding of the underlying transactions entered into. The FRC’s role is not to verify the information provided but
to consider compliance with reporting requirements. Therefore, given the scope and inherent limitations of their review, it would not be appropriate for the Company or any
third party, including but not limited to investors and shareholders, to infer any assurance from the FRC’s review that the Company’s 2022 Annual Report and Accounts were
correct in all material respects.
204
Company
The movement in the liability by scheme is detailed below:
Total
£000
At 1 January 2022 (11,850)
Settled 871
Revaluation of investment 3,977
At 31 December 2022 (7,002)
Settled 469
Revaluation of investment 6,516
At 31 December 2023 (17)
Put Options
% Entity subject
Vesting to the put option
Clear Ideas (Singapore) Ltd Vested 10.00%
Clear LA LLC Vested 12.00%
LIDA NY LLP (MCD) Vested 24.50%
M&C Saatchi (Hong Kong) Limited Vested 20.00%
M&C Saatchi Agency Pty Ltd Vested 10.00%
M&C Saatchi Fluency Limited 2026 7.50%
M&C Saatchi Holdings Asia Pte Ltd (Indonesia)* 2024 27.40%
M&C Saatchi Holdings Asia Pte Ltd (Indonesia)* 2026 22.50%
M&C Saatchi Merlin Ltd Vested 14.20%
M&C Saatchi Middle East Holdings Ltd Vested 20.00%
M&C Saatchi Social Ltd Vested 5.00%
M&C Saatchi Sport & Entertainment NY LLP 2024 12.50%
M&C Saatchi Sport & Entertainment NY LLP 2025 5.00%
M&C Saatchi Talk Ltd Vested 39.00%
M&C Saatchi Talk Ltd Vested 10.00%
M&C Saatchi, S.A. DE C.V. Vested 40.00%
RE Worldwide UK Ltd Vested 15.0%
Scarecrow M&C Saatchi Ltd Vested 49.00%
The Source (W1) LLP Vested 10.00%
The Source Insight Australia Pty Ltd 2025 35.00%
* In the case of M&C Saatchi Holdings Asia Pte Ltd (Indonesia) this entity was disposed during January 2024 and the £0.5m put option liability was extinguished.
At any point in time, the valuation of certain put option schemes may be in dispute with the put option holders
who have challenged the valuation of the schemes. We believe we have taken a prudent position in assessing
the liabilities, and therefore consider any adverse outturn to be unlikely. As at 31 December 2023, the maximum
aggregate liability that is not accrued amounts to £1.2m (2022: £2.4m), which is approximately 10% of the put
option liability.
205
LTIP
Shares issuable
During the year the Company also awarded LTIPs.
The table below shows the number of shares that the Company will issue at the Company’s share price at
31 December 2023 of 160.0 pence (2022: 151.0 pence) assuming all awards under the LTIPs are held to their
vesting date and fully vest.
LTIP
Number of Shares ‘000
At 1 January 2023 3,275
Forfeited on departure (629)
Granted 1,771
At 31 December 2023 4,417
Shares issuable used in these accounts

2023 2023 2022 2022
Number Share Number Share
of shares price of shares price
Note ‘000 used ‘000 used
Per EPS calculation 1 1,500 155 905 163p
Share-based payments 28 4,417 134p–162p 3,275 147p–162p
The share-based payments calculation (Note 28 of start of year and the share of profits that is allocatable
the financial statements) uses the number of shares to the equity during the year. Where the scheme has
that could be issued at the first possible vesting date been issued for part of the year (and is not converted
after the year-end. The EPS calculation (Note 1 of the from an existing cash-based scheme) the shares are
financial statements) uses the average share price reduced by the proportion of the year that they are in
for the year, calculating the number of shares to be issue. The EPS calculation is thus attempting to show
issued using its formula value had it been possible to the dilutive effect rather than the likely shares that will
exercise on the year-end date, and takes a deduction be issued and is income statement focused rather than
for any remaining uncharged share option charge at the true future position.
29. ISSUED SHARE CAPITAL (ALLOTTED, CALLED UP AND FULLY PAID)

Policy
Ordinary shares are classified as equity. Incremental costs attributable to the issuance of new shares are shown in
equity as a deduction from proceeds, net of tax.
Where the Company reacquires its own equity instruments (treasury shares), the consideration paid is deducted
from equity attributable to the Company’s shareholders and recognised within the treasury reserve.
Analysis
1p ordinary
Number of shares
shares £000
At 31 December 2021 122,743,435 1,227
No issue of shares – –
At 31 December 2022 122,743,435 1,227
No issue of shares – –
At 31 December 2023 122,743,435 1,227
The Company holds 485,970 (2022: 485,970) of its own shares in treasury.
206
30. FAIR VALUE MEASUREMENT within Level 1 that are observable for the asset or
liability, either directly or indirectly.
Policy
– Level 3: unobservable inputs for the asset or
See also basis of preparation on page 144.
liability.
Some of the Group’s financial assets and liabilities, in
The Group holds both assets and liabilities which are
addition to certain non-financial assets and liabilities,
measured at fair value on a recurring basis and those
are held at fair value.
which are measured at fair value on a non-recurring
The fair value of an asset or liability is the price that basis. Items measured at fair value on a non-recurring
would be received from selling the asset or paid to basis typically relate to non-financial assets arising
transfer a liability in an orderly transaction between as a result of business combinations as accounted for
market participants at the balance sheet date. under the acquisition method. In this regard, during
the year, the Group did not recognise additions to
Both financial and non-financial assets and liabilities
intangible assets (brand names and customer lists)
measured at fair value in the balance sheet are
(2022: £200k).
grouped into three levels of a fair value hierarchy.
The three levels are defined based on the observability In addition, the Group also calculates the fair value of
of significant inputs to the measurement, as follows: certain non-financial assets when there is the need to
conduct an impairment review. These calculations also
– L evel 1: quoted prices (unadjusted) in active
fall within Level 3 of the IFRS 13 hierarchy and, where
markets for identical assets or liabilities.
applicable, are described in Note 15 of the financial
– Level 2: inputs other than quoted prices included statements.
Assets and liabilities measured at fair value on a recurring basis

The following table shows the levels within the hierarchy of assets and liabilities measured at fair value on a
recurring basis at 31 December 2023 and 31 December 2022:
Level 1 Level 2 Level 3
At 31 December 2023 £000 £000 £000
Assets
Equity investments at FVTPL – – 7,227
Investment property – – 2,369
Contingent consideration – – 738
Total – – 10,334
Level 1 Level 2 Level 3

At 31 December 2022 £000 £000 £000
Assets
Equity investments at FVTPL – – 11,986
Contingent consideration – – 914
Total – – 12,900
The level at which the financial asset or liability is classified is determined based on the lowest level of significant
input to the fair value measurement.
207
The movements in the fair value of the Level 3 recurring financial assets and liabilities are shown as follows:
Equity
instruments Investment
at FVTPL property Total
£000 £000 £000
At 1 January 2023 12,900 – 12,900
Disposals (49) – (49)
Revaluations (4,898) – (4,898)
Reclassification from intangible assets 636 – 636
Reclassification to assets held for sale (608) – (608)
Reclassification from right-of-use assets (Note 18) – 2,369 2,369
Foreign exchange (16) – (16)
At 31 December 2023 7,965 2,369 10,334
Valuation and sensitivity to valuation

The Group’s Finance Team performs valuations of financial items for financial reporting purposes, including Level 3
fair values. Where appropriate such valuations are performed in consultation with third-party valuation specialists
for complex calculations.
The equity instruments at FVTPL relate to unlisted equity investments as detailed in Note 20 of the financial
statements. Management bases its primary assessment of their fair values on the share price from the last funding
round but also incorporates discounts depending on performance, long-term inactivity, more senior shareholdings
held by other investors and the possibility of future dilution due to the presence of convertible loan notes.
Fluctuations in the share price would change the fair value of the investments recognised at year-end as follows,
assuming a 10% uplift or downwards movement in the price:
Increase/ Increase/
(decrease) (decrease)
in fair value in fair value
of asset 2023 of asset 2022
Adjusted Share Price £000 £000
+10% 797 1,290
-10% (797) (1,290)
In addition, management considers there to be a risk that the most recent purchase prices are sensitive to a
decision to sell the investments to an unwilling market. If such a market existed, then discounting the investments
to reflect such risk could impact the value as shown below:
Decrease in Decrease in
fair value of fair value of
asset 2023 asset 2022
Risk-adjusted Sales Price £000 £000
-30% sales discount due to illiquid nature* (2,390) (3,870)
-12% risk discount for unwilling market place** (956) (1,084)
Value after discounts 6,988 7,946
* If these illiquid securities were to be sold, then such a sale is expected to yield between a 10% and 50% discount, so sensitivity is based on 30%.
** Risk that if the cash supply dries up, some of the investments with future growth prospects will run out of cash requiring a fire sale, reflected by additional risk discount of 12%.
208
31. FINANCIAL RISK MANAGEMENT

Principal Financial Instruments
The principal financial instruments held by the Group, from which financial instrument risk arises, include contract
assets, trade and other receivables, cash and cash equivalents, contract liabilities, trade and other payables,
loans and borrowings, minority interest put options accounted under IFRS 9 as liabilities and equity instruments
representing long-term investments in non-listed entities.
Fair value through profit or loss Amortised cost

2023 2022 2023 2022
At 31 December £000 £000 £000 £000
Trade and other receivables – – 120,841 129,887
Contract assets – – 2,845 2,180
Cash and cash equivalents – – 24,326 41,492
Equity instruments 7,227 11,986 – –
Total financial assets 7,227 11,986 148,012 173,559
The Group does not typically use derivative financial 31.3 – Foreign exchange risk
instruments to hedge its exposure to foreign exchange
Foreign exchange risk arises from transactions and
or interest rate risks arising from operational, financing
recognised assets and liabilities and net investments
and investment activities.
in foreign operations. The Group’s general operating
31.1 – General objective, policies and processes policy historically has been to conduct business in the
The Board has overall responsibility for the currency of the local area in which businesses of the
determination of the Group’s and Company’s risk Group are geographically located, thereby naturally
management objectives and policies. Whilst retaining hedging the consideration resulting from client work.
ultimate responsibility for them, the Board has Businesses of the Group maintain bank accounts in
delegated the authority for designing and operating the currency of these transactions solely for working
processes that ensure the effective implementation capital purposes. As the Group has grown, there has
of the objectives and policies to the Group’s senior been an increase in services rendered being exported
management of each core business unit. from the UK businesses to clients who transact in non-
GBP currencies. The transactional risk arising from
The overall objective of the Board is to set policies that
such exports is mitigated in terms of the structuring of
seek to reduce risk as far as possible without unduly
the billing arrangements and agreement to regular
affecting the Group’s competitiveness and flexibility of
invoices being remitted and promptly paid (<30 days).
the global businesses of which it is comprised. Further
details regarding these policies are set out below. The Group is exposed to movements in foreign
31.2 – Market risk currency exchange rates in respect of the translation
of net assets and income statements of foreign
Market risk arises from the Group’s use of interest- subsidiaries and equity accounted investments.
bearing financial instruments and foreign currency The Group does not hedge the translation effect of
cash holdings. It is the risk that the fair value of future exchange rate movements on the income statements
cash flows on its debt finance and cash investments will or balance sheets of foreign subsidiaries and equity
fluctuate because of changes in interest rates (interest accounted investments, as it regards these as long-
rate risk), foreign exchange rates (currency risk) and term investments.
other price risk such as equity price risk and share
price risk. Financial instruments affected by market risk
include loans and borrowings, deposits, debt, equity
investments and minority interest (MI) put options.
Exposure to market risk arises in the normal course of
the Group’s business.
209
The estimated impact on foreign exchange gains and losses of a +/-10% movement in the exchange rate
of the Group’s significant currencies is as follows:
Increase/(decrease) Increase/(decrease) Increase/(decrease) Increase/(decrease)

in profit before tax in profit after tax in profit before tax in profit after tax
2023 2023 2022 2022
Exchange Rate £000 £000 £000 £000
USD +10% 697 591 848 727
USD -10% (634) (537) (771) (661)
AUD +10% 378 212 490 321
AUD -10% (344) (193) (446) (292)
The year-end and average exchange rates to GBP for the significant currencies are as follows:
Year-End Rate Average Rate

Currency 2023 2022 2023 2022
USD 1.27 1.21 1.26 1.20
AUD 1.87 1.77 1.90 1.77
The Group assumes that currencies will either be freely 31.5 – Liquidity risk
convertible, or the currency can be used in the local
Liquidity risk arises from the Group’s management
market to pay for goods and services, which the Group
can sell to clients in a freely convertible currency. of working capital and the finance charges and,
Within the 2023 year-end cash balances the Group when appropriate, principal repayments on its debt
holds £323k in Indian rupees; £605k in Libyan dinars; instruments. It is the risk that the Group will encounter
and £3,401k in South African rand. difficulty in meeting its financial obligations as and
when they fall due. The Group’s debt instruments carry
31.4 – Interest rate risk interest at SONIA +3.0%. This will change in 2024 under
The Group is exposed to interest rate risk because the new revolving facility to a margin grid based on
it holds a banking facility of up to £47m and a net the Company’s leverage.
overdraft facility of up to £2.5m, both based on
The Group’s policy is to ensure that it will always
floating interest risks. The Group does not consider
this risk to be significant. have sufficient cash to allow it to meet its liabilities
when they come due. To achieve this aim, the Group
The sensitivity analysis below has been determined has a planning and budgeting process in place to
based on the exposure to interest rates for financial determine the funds required to meet its normal
instruments held at the balance sheet date. The operating requirements on an ongoing basis. The
analysis is prepared assuming the amount of Group and Company ensures that there are sufficient
borrowings outstanding at the balance sheet date
funds to meet their short-term business requirements,
was outstanding for the whole year. A 50-basis point
taking into account their anticipated cash flows from
increase or decrease is used when reporting interest
operations, its holdings of cash and cash equivalent
rate risk internally to key management personnel
and represents management’s assessment of the and proposed strategic investments.
reasonably possible changes in interest rates. The Board receives current year cash flow projections
If interest rates had been 50 basis points higher/lower on a monthly basis as well as information regarding
and all other variables were held constant, the Group’s cash balances. At the end of the financial year, these
profit before tax for the year ended 31 December 2023 projections indicated that the Group had sufficient
would (decrease)/increase by £(113)k/£113k (2022: liquid resources to meet its obligations under all
£(35)k/£35k). This is principally attributable to the Group’s reasonably expected circumstances. The Group
exposure to interest rates on its floating rate loan. breached no banking covenants during the year.
210
The following table sets out the contractual maturities (representing undiscounted contractual cash flows) of
financial liabilities, all of which are held at amortised cost:
Group
Up to 3 months 3 to 12 months 1 to 2 years 2 to 5 years over 5 years
At 31 December 2023 £000 £000 £000 £000 £000
Trade and other payables* (82,375) (14,146) (2,940) 961 (12)
Lease liabilities (2,187) (6,561) (8,742) (21,777) (29,101)
Loans and borrowings (15,943) – – – –
Overdrafts – – – – –
IFRS 9 put options – (3,050) – (2,134) –
Total (100,505) (23,757) (11,682) (22,950) (29,113)
* Excludes taxes as these are not considered financial instruments, and contract liabilities as these are not financial liabilities.

At 31 December 2022 £000 £000 £000 £000 £000
Trade and other payables* (93,060) (34,996) (2,508) (976) (10)
Lease liabilities (2,256) (6,770) (8,149) (21,220) (31,363)
Loans and borrowings (59) (100) (6,802) – –
Overdrafts (4,271) – – – –
IFRS 9 put options – (2,584) – (1,272) –
Total (99,646) (44,450) (17,459) (23,468) (31,373)
* Excludes taxes as these are not considered financial instruments, and contract liabilities as these are not financial liabilities.
Company
At 31 December 2023 £000 £000 £000 £000 £000
Trade and other payables (2,577) (79) (68) – –
Overdrafts – – – – –
Loans and borrowings (15,900) – – – –
Total (18,477) (79) (68) – –

At 31 December 2022 £000 £000 £000 £000 £000
Trade and other payables (5,190) – – – –
Overdrafts (4,271) – – – –
Loans and borrowings – – (6,750) – –
Total (9,461) – (6,750) – –
211
31.6 – Credit risk (or their equivalent) organisations, where credit risk
is not considered an issue and the risk of default is
Credit risk is the risk of financial loss to the Group if
considered low.
a customer or counterparty to a financial instrument
fails to meet its contractual obligations. Impairment
The Group monitors credit risk at both a local and The Group has one principal class of assets in scope
Group level. Credit terms are set and monitored at for expected credit loss test, trade receivables.
a local level according to local business practices Contract assets are also included in the review, but the
and commercial trading conditions. The age of debt impairment in relation to these assets is not material.
and the levels of accrued and deferred income are The Group applies the IFRS 9 simplified approach to
reported regularly. Age profiling is monitored, both at measuring expected credit losses, which uses a lifetime
local customer level and at consolidated entity level. expected loss allowance for all trade receivables.
There is only local exposure to debt from significant
global clients. The Group continues to review its The expected loss rates for each business are based
debt exposure to foreign currency movements and on the payment profiles of sales at least over a
will review efficient strategies to mitigate risk as the period of 24 months before 31 December 2023 or
Group’s overseas debt increases. 31 December 2022 respectively, and the corresponding
historical credit losses experienced within this period.
Management determines concentrations of credit risk The historical loss rates are adjusted to reflect current
by reviewing amounts due from customers monthly. and forward-looking information on macro-economic
The only significant concentrations of credit risk factors affecting the ability of the customers to settle
which are accepted are with multinational blue chip the receivables.
The expected credit loss allowance as at 31 December 2023 and 31 December 2022 was determined as follows
for trade receivables under IFRS 15.
Trade receivables
0–30 31–90 91–120 >120
Not past days past days past days past days past
31 December 2023 due due due due due Total
Expected loss rate (%) 0.0% 0.0% 0.0% 0.2% 0.8%
Trade receivables (£000s) 59,744 17,373 4,906 2,541 3,289 87,853
Calculated expected credit loss 3 1 1 4 40 49
provision (£000s)
Specific further loss allowances 2,202 2,202
(£000s)
Total loss allowance (£000s) 3 1 1 4 2,242 2,251
Trade receivables
0–30 31–90 91–120 >120
Not past days past days past days past days past
31 December 2022 due due due due due Total
Expected loss rate (%) 0.02% 0.01% 0.02% 0.51% 3.55%
Trade receivables (£000s) 70,673 25,496 9,333 2,701 4,124 112,327
Calculated expected credit loss 11 3 2 14 146 176
provision (£000s)
Specific further loss allowances – – – – 1,653 1,653
(£000s)
Total loss allowance (£000s) 11 3 2 14 1,799 1,829
212
Under IFRS 9 Financial Instruments, the expected The Board reviews and approves all equity investment
credit loss is the difference between the asset’s decisions. The basis of the fair value calculations and
gross carrying amount and the present value of the the sensitivity of these calculations to the key inputs are
estimated future cash flows discounted at the asset’s detailed in Note 30 of the financial statements.
original effective interest rate.
31.9 – Capital management
Contract assets relate to work-in-progress, and as
the Group has no experience of material write-offs The Group manages its capital to ensure that entities
in relation to these financial assets, no expected in the Group will be able to continue as a going
credit loss allowance is recognised. concern while maximising the return to shareholders
through the optimisation of the debt and equity
31.7 – Share price risk
balance. Strong financial capital management is an
As detailed on page 202 the Group has used put integral element of the Directors’ strategy to achieve
option awards to incentivise certain local key the Group’s stated objectives. The Directors review
management. The value of these awards is in part financial capital reports on a regular basis and the
dependent upon the Company’s share price. Group finance function does so on a daily basis
31.8 – Equity price risk ensuring that the Group has adequate liquidity.
The Directors’ consideration of going concern is
The Group’s non-listed equity investments are detailed in the Directors’ Report.
susceptible to market price risk arising from
uncertainties about future values of the investment The capital structure of the Group consists of debt,
securities. The Group manages equity price risk which includes the borrowings disclosed in Note 24 of
through diversification and by placing limits on the financial statements, cash and cash equivalents
individual and total equity investment securities. as disclosed in the cash flow statement and equity
Reports on the equity portfolio are submitted to the attributable to equity holders of the parent as
Group’s senior management on a regular basis. disclosed in the statement of changes in equity.
213
32. GROUP COMPANIES

Key
* This subsidiary company is exempt from the requirements relating to the audit of individual accounts for the
year ended 31 December 2023 by virtue of Section 479A of the Companies Act 2006. M&C Saatchi plc (the
Company) will guarantee the debts and liabilities of the subsidiary company in accordance with Section 479C
of the Companies Act 2006.
** Entities where all equity is directly held by the Company, all other subsidiary companies’ equity is either in part
or wholly held via subsidiaries of the Company.
*** Subsidiaries of subsidiaries with minorities at multiple levels in which we have control.
Effective %
Company Registered Ownership
As at 31 December 2023 Country Number Office Address Specialism 2023
United Kingdom
LIDA United OC395890 36 Golden Square, London, Advertising 100
(UK) LLP* Kingdom W1F 9EE
LIDA United 03860916 36 Golden Square, London, Advertising 100
Limited* Kingdom W1F 9EE
M&C Saatchi United 03003693 36 Golden Square, London, Advertising 100
(UK) Limited* Kingdom W1F 9EE
M&C Saatchi Accelerator United 09660056 36 Golden Square, London, Advertising 100
M&C Saatchi Export United 03920028 36 Golden Square, London, Advertising 100
M&C Saatchi PR United 07280464 36 Golden Square, London, Advertising 100
M&C Saatchi PR United OC362334 36 Golden Square, London, Advertising 100
UK LLP* Kingdom W1F 9EE
M&C Saatchi Talk United 04239240 36 Golden Square, London, Advertising 51
The Source United 07140265 36 Golden Square, London, Advertising 100
(London) Limited* Kingdom W1F 9EE
The Source United OC384624 36 Golden Square, London, Advertising 90
(W1) LLP* Kingdom W1F 9EE
This Is Noticed United 11843904 36 Golden Square, London, Advertising 68.5
Clear Ideas Consultancy United OC362532 36 Golden Square, London, Consulting 100
LLP* Kingdom W1F 9EE
Clear Ideas United 04529082 36 Golden Square, London, Consulting 100
M&C Saatchi Fluency Limited* United 12853921 36 Golden Square, London, Consulting 80
Kingdom W1F 9EE
M&C Saatchi Life United 14338008 36 Golden Square, London, Consulting 100
Re Worldwide United 10503044 36 Golden Square, London, Consulting 77.5
Ltd* Kingdom W1F 9EE
Thread Innovation United 13510974 36 Golden Square, London, Consulting 100
Alive & Kicking Global Limited* United 11250736 36 Golden Square, London, Dormant 100
Kingdom W1F 9EE
Human Digital United 07510403 36 Golden Square, London, Issues 100
214
Effective %
M&C Saatchi World Services United OC364842 36 Golden Square, London, Issues 100
LLP* Kingdom W1F 9EE
M&C Saatchi WS .ORG United 10898282 36 Golden Square, London, Issues 100
Tricycle Communications United 07643884 36 Golden Square, London, Issues 100
M&C Saatchi Network United 07844657 36 Golden Square, London, Group Central 100
Limited* &** Kingdom W1F 9EE Costs
Saatchinvest United 07498729 36 Golden Square, London, Group Central 100
Ltd* Kingdom W1F 9EE Costs
M&C Saatchi International United 24295679 36 Golden Square, London, Group Central 100
Holdings B.V. Kingdom (FC024340) W1F 9EE Costs
M&C Saatchi European United 05982868 36 Golden Square, London, Group Central 100
Holdings Limited* Kingdom W1F 9EE Costs
M&C Saatchi German United 06227163 36 Golden Square, London, Group Central 100
Holdings Limited* Kingdom W1F 9EE Costs
M&C Saatchi International United 03375635 36 Golden Square, London, Local Central 100
Limited* Kingdom W1F 9EE Costs
M&C Saatchi Middle East United 09374189 36 Golden Square, London, Local Central 80
Holdco Limited* Kingdom W1F 9EE Costs
M&C Saatchi Worldwide United 02999983 36 Golden Square, London, Local Central 100
Limited* Kingdom W1F 9EE Costs
FYND Media United 10104986 36 Golden Square, London, Media 100
M&C Saatchi Mobile United 05437661 36 Golden Square, London, Media 100
M&C Saatchi Merlin United 03422630 36 Golden Square, London, Passions 85.8
M&C Saatchi Social United 09110893 36 Golden Square, London, Passions 95
Limited* & ** Kingdom W1F 9EE
M&C Saatchi Sport & United 03306364 36 Golden Square, London, Passions 100
Entertainment Limited* Kingdom W1F 9EE
M&C Saatchi Football United 14970667 36 Golden Square, London, Dormant 51
Europe
M&C Saatchi Switzerland 660-0442009-4 Boulevard Des Promenades Advertising 76
(Switzerland) SA 8, 1227, Carouge, Geneva,
Switzerland
M&C Saatchi Advertising Germany 95484 Munzstrasse 21-23, 10178, Advertising 100
GmbH Berlin, Germany
M&C Saatchi Digital Germany 137809 Munzstrasse 21-23, 10178, Advertising 100
GmbH Berlin, Germany
M&C Saatchi Italy IT08977250961 V.Le Monte Nero 76, Milano, Advertising 100
PR S.r.L 20135, Italy
M&C Saatchi Italy IT07039280966 V.Le Monte Nero 76, Milano, Advertising 100
SpA 20135, Italy
M&C Saatchi Sport & Netherlands 860734560 Keizersgracht, 81015CN, Passions 100
Entertainment Benelux B.V. Amsterdam
M&C Saatchi Sport & Germany 142905 Munzstrasse 21-23, 10178, Passions 100
Entertainment GmbH Berlin, Germany
215
Effective %
Middle East and Africa
Black & White South Africa 211/005859/07 Media Quarter, 5th Floor, Advertising 50.6
Customer Strategy Corner, Somerset and De
(Pty) Limited Smit Street, De Waterkant,
Cape Town, South Africa
Creative Spark Interactive South Africa 2010/016508/07 Media Quarter, 5th Floor, Advertising 50.1
(Pty) Limited** Corner, Somerset and De
Smit Street, De Waterkant,
Dalmatian Communications South Africa 2015/396439/07 Media Quarter, 5th Floor, Advertising 50.1
M&C Saatchi Abel South Africa 2009/022172/07 Media Quarter, 5th Floor, Advertising 50.5
(Pty) Limited Corner, Somerset and De
M&C Saatchi United Arab 177 PO Box: 77932, Abu Dhabi, Advertising 80
FZ LLC Emirates United Arab Emirates
M&C Saatchi Middle East United Arab 30670 M&C Saatchi, Penthouse, Advertising 80
FZ LLC Emirates Building 1, Twofour54, PO
Box 77932, Abu Dhabi,
United Arab Emirates
Razor Media South Africa 2017/177757/07 9 8th Street, Houghton, Advertising 49
(Pty) Limited Johannesburg, Gauteng,
2198, South Africa
M&C Saatchi Bahrain Bahrain 74157 51,122,1605,316, Manama Dormant 100
W.L.L Centre
M&C Saatchi Connect South Africa 2013/037737/07 Media Quarter, 5th Floor, Media 53.8
Levergy Marketing Agency South Africa 2005/021589/07 9 8th Street, Houghton, Passions 70
(Pty) Limited** Johannesburg, Gauteng,
2198, South Africa
World Services Middle East United Arab 102798 309, Third Floor, Thuraya 1, Issues 100
FZ–LLC Emirates Dubai, UAE
Asia
Design Factory Malaysia 201001034805 No. 15B, 2nd Floor, Jalan Advertising 100
Sdn Bhd Tengku Ampuan, Zabedah
F9/F, Section 9, 40100 Shah
Alam, Selangor Darul
Ehsan, Malaysia
M&C Saatchi Advertising China 91310000740556813A Room 248, Floor 2, Advertising 80
(Shanghai) Limited Unit 5, No.11, Wanghang
Road, New Lingang Area,
China (Shanghai) Pilot Free
Trade Zone, China
M&C Saatchi Hong Kong 509500 Rm 2610, 26/F Prosperity, Advertising 80
(Hong Kong) Millennia Plaza, 663 King’s
Limited Rd, North Point, Hong Kong
216
Effective %
M&C Saatchi India U74300DL2005PTC141682 Flat No.270-D, Pocket C Advertising 94.8
Communications Mayur Vihar Phase II, New
Pvt Limited Delhi, 110091, India
Scarecrow M&C Saatchi India U22190MH- 2nd Floor, Kamani Advertising 51
Limited** 2008PLC188548 Chambers 32 Ramjibhai
Kamani Marg, Ballard
Estate Mumbai, Mumbai
City, MH 400038 IN, India
PT. MCS Saatchi Indonesia 576/1/IU/ Dea Tower 1 Mezanine Advertising 50.1
Indonesia PMA/2018 Floor, Jl. Mega Kuningan
Kav.e4.3 No.1-2, Kuningan
Timur, Setiabudi, Jakarta
Selatan, 12920, Indonesia
M&C Saatchi Malaysia 606116-D No.15b, 2nd Floor, Jalan Advertising 100
(M) Sdn Bhd Tengku Ampuan, Zabedah
Alam, Selangor, Malaysia
M&C Saatchi Source Malaysia 1313653-D No.15b, 2nd Floor, Jalan Advertising 100
(M) SDN BHD Tengku Ampuan, Zabedah
Watermelon Production Malaysia 1083441-M No.15b, 2nd Floor, Jalan Advertising 100
Sdn Bhd Tengku Ampuan, Zabedah
M&C Saatchi World Services Pakistan 0081911 48m, Block 6, P.Ec.H.S, Issues 51
Pakistan (Pvt) Ltd Karachi, Pakistan
M&C Saatchi Singapore 199504816C 59 Mohamed Sultan Road, Advertising 100
(S) Pte Limited #
02-08, Sultan-Link,
Singapore
Clear Ideas (Singapore) Singapore 201020335R 59 Mohamed Sultan Road, Consulting 90
Pte Limited #
02-08, Sultan-Link,
Singapore
Clear Asia Limited Hong Kong 1289028 6th Floor, Alexandra House, Dormant 100
18 Chater Road, Central,
Hong Kong
M&C Saatchi World Services Singapore 202104508W 59 Mohamed Sultan Road, Issues 100
(Singapore) Pte Limited #
02-08, Sultan-Link,
Singapore
M&C Saatchi Asia Hong Kong 1959819 Rm 2610, 26/F Prosperity, Local Central 100
Limited Millennia Plaza, 663 King’s Costs
Rd, North Point, Hong Kong
M&C Saatchi Holdings Asia Singapore 20172 5519K 1 Coleman Street, #05-06a, Local Central 50.1
Pte Limited The Adelphi, 179803 Costs
Singapore
M&C Saatchi Mobile India India AAK-8869 141b First Floor, Cl House Media 100
LLP Shahpur Jat, New Delhi,
110049, India
M&C Saatchi Mobile Asia Singapore 201410399M 59 Mohamed Sultan Road, Media 100
Pacific Pte Limited #
02-08, Sultan-Link,
Singapore
217
Effective %
PT MCSaatchi Mobile Indonesia 2212230035592 Epicentrum walk 3rd Floor A Media 100
Indonesia 306 - A 307, Kawasan
Rasuna Epicentrum Jl. HR.
Rasuna Said, Desa/
Kelurahan Karet Kuningan,
Kec. Setiabudi, Kota Adm.
Jakarta Selatan, Provinsi
DKI Jakarta, Kode Pos:
12940.
Australia
1440 Agency Australia 100 473 363 99 Macquarie Street, Advertising 90
Pty Limited Sydney, NSW 2000,
Australia
Bellwether Global Australia 114 615 226 99 Macquarie Street, Advertising 90
Australia
Brands In Space Australia 129 800 639 99 Macquarie Street, Advertising 90
Australia
Elastic Productions Australia 635 737 861 99 Macquarie Street, Advertising 90
Australia
Go Studios Australia 092 941 878 99 Macquarie Street, Advertising 90
Australia
Greenhouse Australia Australia 629 584 121 99 Macquarie Street, Advertising 90
Australia
Hidden Characters Australia 108 886 291 99 Macquarie Street, Advertising 85.5
Australia
LIDA Australia Australia 125 908 009 99 Macquarie Street, Advertising 90
Australia
M&C Saatchi Direct Australia 072 221 811 99 Macquarie Street, Advertising 90
Australia
M&C Saatchi Melbourne Australia 004 777 379 99 Macquarie Street, Advertising 89.9
Australia
M&C Saatchi Sydney Australia 637 963 323 99 Macquarie Street, Advertising 90
Australia
Park Avenue PR Australia 604 298 071 99 Macquarie Street, Advertising 90
Australia
Resolution Design Australia 621 985 288 99 Macquarie Street, Advertising 90
Australia
Saatchi Ventures Australia 614 007 957 99 Macquarie Street, Advertising 54
Australia
218
Effective %
The Source Insight Australia Australia 618 841 928 99 Macquarie Street, Advertising 58.5
Australia
This Film Studio Australia 624 003 541 99 Macquarie Street, Advertising 63
Australia
Tricky Jigsaw Australia 069 431 054 99 Macquarie Street, Advertising 88
Australia
Ugly Sydney Australia 618 242 710 99 Macquarie Street, Advertising 67.5
Australia
Re Team Australia 105 887 321 99 Macquarie Street, Consulting 90
Australia
Yes Agency Australia 621 425 143 99 Macquarie Street, Consulting 90
Australia
eMCSaatchi Australia 089 856 093 99 Macquarie Street, Dormant 90
Australia
World Services (Australia) Australia 629 191 420 C/O Walker Wayland Issues 90
Pty Limited Services Pty Ltd, Suite 11.01,
Leve 11, 60 Castlereagh
Street, Sydney NSW,
Australia
M&C Saatchi Agency Australia 069 431 054 99 Macquarie Street, Local Central 90
Pty Limited Sydney, NSW 2000, Costs
Australia
M&C Saatchi Asia Pac Australia 097 299 020 99 Macquarie Street, Local Central 100
Holdings Pty Limited Sydney, NSW 2000, Costs
Australia
Bohemia Group Australia 154 100 562 99 Macquarie Street, Media 90
Australia
M&C Saatchi Sport & Australia 139 568 102 99 Macquarie Street, Passions 90
Entertainment Pty Limited Sydney, NSW 2000,
Australia
Americas
Agência Digital Zeroacem Brazil NIRE-3522979148 Rua Wisard, 305, Vila Advertising 46
Ltda*** Madalena, 3 Andar-Con,
Sao Paolo, 05434-080,
Brazil
CSZ Comunicação Brazil 03.910.644/0001- Rua Wisard, 305, Vila Advertising 50.1
Ltda 05 Madalena, 3 Andar-Con,
Sao Paolo, 05434-080,
Brazil
Lily Participações Brazil 21.188.539/0001- Avenida Brigadeiro Faria Advertising 100
Ltda 96 Lima, 1355, Jardim
Paulistano 16 Andar, Sal,
Sao Paulo, 01452-919, Brazil
219
Effective %
M&C Saatchi Mexico N-2017052183 Darwin 74, Piso 1, Miguel Advertising 60
S.A. DE. C.V Hidalgo, 11590 Ciudad de
México, CDMX, Mexico
USMAJ USA 5445173 874 Walker Road, Suite C, Advertising 100
LLC Dover, Kent, Delaware
19904 USA
Santa Clara Participações Brazil 09.349.720/0001- Rua Wisard, 305, Vila Advertising 50.1
Ltda 31 Madalena, 3 Andar-Con,
Sao Paolo, 05434-080,
Brazil
Shepardson Stern USA 4656653 80 State Street, Albany, Advertising 100
+ Kaminsky LLP 12207-2543, New York, USA
Clear USA USA 20-8599548 138 West 25th Street, Floor Consulting 100
LLC 5, New York, 10001, USA
LIDA NY LLP USA 4902983 138 West 25th Street, Floor Consulting 75.5
(MCD PARTNERS) 5, New York, NY 10001, USA
Clear LA USA 6241713 2711 Centerville Road, Suite Dormant 95
LLC 400, Wilmington, Delaware,
19808, USA
Clear NY USA 30-0891764 1209 Orange Street Dormant 100
LLP Wilmington, Delaware
19801, USA
LIDA USA USA 6333479 251 Little Falls Drive, Dormant 100
LLP Wilmington, Delaware,
19808 USA
World Services US Inc. USA C2543767 88 Pine Street, 30th Floor, Issues 100
New York 10005, United
States
M&C Saatchi Agency Inc. USA 13-3839670 304 East 45th Street, New Local Central 100
York, 10017, USA Costs
M&C Saatchi Mobile USA 45-3638296 2032 Broadway, Santa Media 100
LLC Monica California, 90404
USA
M&C Saatchi Sport & USA 6369786 874 Walker Road Suite C, Passions 100
Entertainment LA LLC Dover, Kent, Delaware
19904, USA
M&C Saatchi Sport & USA 46-5182795 160 Greentree Drive, Suite Passions 82.5
Entertainment NY LLP 101, Dover, Kent, Delaware,
19904, USA
220
Associate Entities
Entities in which the Group holds less than 50% of the share capital and which are accounted for as Associates
(Note 16). All subsidiary companies which the Group controls in line with the requirements of IFRS 10 have been
included in the consolidated financial statements.
Effective %
Love Frankie Thailand 105557000000 571 Rsu Tower, 10th Advertising 21
Limited Floor, Soi Sukhumvit 31,
Sukhumvit Road,
Wattana District,
Bangkok, Thailand
M&C Saatchi Lebanon 1010949 Quantum Tower, Advertising 10
SAL Charles Malek Avenue,
St Nicolas, Beirut,
Lebanon
M&C Saatchi Little Stories France 449386944 32 Rue Notre Dame Advertising 25.77
SAS Des Victoires, 75002
Paris, France
Cometis France 384769592 14 Rue Meslay, 75003 Advertising 49
SARL Paris, France
M&C Saatchi Japan 0110-01-060760 1-26-1 Ebisu-Nishi, Advertising 10
Limited Shibuya-Ku, Tokyo
150-0021, Japan
February Communications India U74999DL2012PTC233245 141b First Floor, Cl Advertising 20
Pvt Limited House Shahpur Jat,
New Delhi, 110049,
India
M&C Saatchi Sweden 556902-1792 Skeppsbron 16, 11130, Advertising 30
AB Stockholm, Sweden
M&C Saatchi Go! Sweden 559076-6076 Skeppsbron 16, 11130, Advertising 30
M&C Saatchi PR Sweden 559103-4201 Skeppsbron 16, 11130, Advertising 30
UK companies dissolved in January 2024

Effective %
Influence Communications United Kingdom 04917646 36 Golden Square, Consulting 95
Limited London, W1F 9EE
M&C Saatchi PR International United Kingdom 08838406 36 Golden Square, Advertising 100
M&C Saatchi WMH United Kingdom 03457658 36 Golden Square, Local Central 100
Limited London, W1F 9EE Costs
M&C Saatchi Shop United Kingdom 09660100 36 Golden Square, Advertising 100
221
33. RELATED-PARTY TRANSACTIONS 35. POST-BALANCE SHEET EVENTS

Key management remuneration As part of our simplification strategy, the Group
continued to close down small entities including each
Key management remuneration is disclosed in Note 5
of Influence Communications Limited, M&C Saatchi PR
of the financial statements.
International Limited, M&C Saatchi WMH Limited and
Audited details on Directors’ remuneration is disclosed M&C Saatchi Shop Limited.
in the Directors’ Remuneration Report on page 126.
The Group sold its shares in PT MCS Saatchi Indonesia
Other related parties to the founder for a consideration of £500k on
16 January 2024.
During the year, the Group made purchases of £312k
(2022: £84k) from its associates. At 31 December 2023, On 28 March 2024, the Group disposed of its 10%
£45k was due to associates in respect of these shareholding in Australie SAS (France) which it acquired
transactions (2022: £31k). in March 2021, its 49% shareholding in Cometis SARL
and its 25% shareholding in M&C Saatchi Little Stories
During the year, £496k (2022: £127k) of fees were
SAS for a consideration of €1m.
charged by Group companies to associates.
At 31 December 2023, associates owed Group On 9 April 2024, the Group entered into an agreement
companies £271k (2021: £38k). to divest of its shareholdings in the Group’s subsidiaries
forming the South Africa Group, being each of M&C
34. COMMITMENTS Saatchi Abel (Pty) Limited, M&C Saatchi Connect (Pty)
Limited, Dalmatian Communications (Pty) Limited,
Capital commitments
Levergy Marketing Agency (Pty) Limited, Razor Media
At the year-end, the Group did not have committed (Pty) Limited and Black & White Customer Strategy
costs (2022: £56k) to acquire property plant and (Pty) Limited for consideration of £5.6m.
equipment.
On 7 March 2024, the Company entered into a new
Other commitments revolving multicurrency facility agreement with
National Westminster Bank Plc, HSBC UK Bank plc
The Group signed a lease agreement for a new
and Barclays Bank PLC for up to £50m, with a further
office space in New York in August 2023. Due to
£50m extension if required for strategic acquisitions.
extensive renovation work, we did not move into that
office until January 2024. We recognised the right- The Board is recommending the payment of a final
of-use asset and the lease liability of £3.8m in the dividend of 1.6 pence per share.
consolidated balance sheet in January 2024.
The Company announced the appointment of
Other than the normal contractual commitments to Zaid Al-Qassab as the Company’s new Chief Executive
staff and the commitment to complete profitable Officer. Zaid will be taking up his role in May 2024.
projects for clients, the Group does not have any
other material commitments which are not reflected The Directors are not aware of any other events since
on the balance sheet. the end of the financial year that have had, or may
have, a significant impact on the Group’s operations,
the results of those operations, or the state of affairs
of the Group in future years.
222
36. OTHER ACCOUNTING POLICIES approximates to the rate on the date that the
transactions occurred. Exchange differences arising
Reserves
from the translation of foreign subsidiaries are taken
Equity comprises the following: to this reserve. Such translation differences will be
Share capital recognised as income or expense in the period in
which the operation is disposed of.
Represents the nominal value of equity shares in issue.
Retained earnings
Share premium
Represents the cumulative gains and losses recognised
Represents the excess over nominal value of the fair
in the income statement.
value of consideration received for equity shares,
net of issuance costs.
37. NEW AND REVISED STANDARDS ISSUED BUT NOT
Other reserves YET EFFECTIVE
Merger reserve In the current year, the following Standards and
Represents the premium paid for shares above Interpretations became effective:
the nominal value of share capital, caused by the • IFRS 17 and Amendments to IFRS 17 – Insurance
acquisition of more than 90% of a subsidiaries’ Contracts: Changes to international insurance
shares. The merger reserve is released to retained accounting.
earnings when there is a disposal, impairment charge
or amortisation charge posted in respect of the • Amendments to IAS 1 and IFRS Practice Statement
investment that created it. 2 – Disclosure of Accounting Policies: Application
of Materiality.
Treasury reserve
Represents the amount paid to acquire the Company’s • Amendments to IAS 8 – Definition of Accounting
own shares for future use. Estimates: Distinguish between accounting
policies and estimates.
Minority interest put option reserve
• Amendments to IAS 12 – Deferred Tax related
Represents the initial fair value of the IFRS 9 put option
to Assets and Liabilities arising from a Single
liabilities at creation. When the put option is exercised,
the related amount in this reserve is taken to the non- Transaction: Recognising deferred tax on leases.
controlling interest acquired reserve. The above amendments do not have a material
Non-controlling interest acquired reserve difference on the Group’s accounts.
From 1 January 2010, a non-controlling interest acquired At the date of authorisation of these financial
reserve has been used when the Group acquires an statements, the Group has not applied the following
increased stake in a subsidiary. It represents either new and revised IFRS Standards that have been
a) the minority interest put option reserve transferred issued but are not yet effective:
less the book value of the minority interest acquired
• Amendments to IFRS 16: Leases on sale and
(where the acquisition is due to an IFRS 9 put option),
leaseback.
or b) the consideration paid less the book value of the
minority interest acquired. If the equity stake in the • Amendment to IAS 1: Non-current liabilities with
subsidiary is subsequently sold, impaired or disposed covenants.
of, then the related balance from this reserve will be
transferred to retained earnings. • Amendments to IAS 7 and IFRS 7: Supplier
finance.
Foreign exchange reserve
• Amendments to IAS 21: Lack of exchangeability.
For overseas operations, income statement results
are translated at the annual average rate of exchange The Directors do not expect that the adoption of the
and balance sheets are translated at the closing rate standards listed above will have a material impact on
of exchange. The annual average rate of exchange the financial statements of the Group in future periods.
223
Company Balance Sheet

2023 2022
At 31 December Note £000 £000
Non-current assets
Investments 39 127,459 133,742
Deferred tax 204 153
Amounts due from subsidiary undertakings 43 110,828 94,887
Other non-current assets 40 948 951
239,439 229,733
Current assets
Trade and other receivables 41 1,464 5,762
Cash and cash equivalents 1,371 157
2,835 5,919
Current liabilities
Trade and other payables 42 (58,525) (54,202)
Put option liability 28 (17) (7,002)
Bank loans 24 (15,900) (4,271)
(74,442) (65,475)
Net current liabilities (71,607) (59,556)
Total assets less current liabilities 167,832 170,177
Non-current liabilities
Amounts due to subsidiary undertakings (4) –
Employment benefit provision (310) (110)
Bank loans 24 – (6,750)
(314) (6,860)
Total net assets 167,518 163,317
Capital and reserves

Share capital 47 1,227 1,227
Share premium 50,327 50,327
Merger reserve 71,116 71,116
Treasury reserve (550) (550)
Share option reserve 2,157 1,316
Share-based payment reserve 31,114 31,114
Profit and loss account 12,127 8,767
Shareholders’ funds 167,518 163,317
As permitted by Section 408 of the Companies Act 2006, These Company financial statements on pages 224
the Company has not presented its own profit and to 229 were approved and authorised for issue by the
loss account. Included within the consolidated income Board on 11 April 2024 and signed on its behalf by:
statement for the year ended 31 December 2022 is a BRUCE MARSON
profit after tax of £5,194k (2022: profit of £10,983k). Chief Financial Officer
M&C Saatchi plc
The notes on pages 226 to 229 form part of these
financial statements. Company Number 05114893
224
Company Statement
of Changes in Equity
Share-
Share based Profit
Share Share Merger Treasury option payment and loss
capital premium reserve reserve reserve reserve account Total
£000 £000 £000 £000 £000 £000 £000 £000
At 31 December 2021 1,227 50,327 71,116 (550) 1,167 31,114 (2,216) 152,185
Exercise of share options – – – – (500) – – (500)
Share option charge – – – – 649 – – 649
Total transactions with owners – – – – 149 – – 149
Total comprehensive profit for
– – – – – – 10,983 10,983
the year
At 31 December 2022 1,227 50,327 71,116 (550) 1,316 31,114 8,767 163,317
Exercise of share options – – – – – – – –
Share option charge – – – – 841 – – 841
Dividends paid – – – – – – (1,834) (1,834)
Total transactions with owners – – – – 841 – (1,834) (993)
Total comprehensive profit for
– – – – – – 5,194 5,194
the year
At 31 December 2023 1,227 50,327 71,116 (550) 2,157 31,114 12,127 167,518
The notes on pages 226 to 229 form part of these financial statements.
225
Notes to the Company

Financial Statements
38. GENERAL INFORMATION AND ACCOUNTING d) Dividends
POLICIES
Both interim dividends and final dividends are
The Company acts as the holding company for of recorded in the period in which they are declared,
the Group. The Company is quoted on London’s AIM become due and are payable. Disclosure of dividend
stock exchange and is domiciled and incorporated in activity can be found in Note 10 of the financial
England and Wales (registered number 05114893). The statements.
address of its registered office is 36 Golden Square,
e) Treasury shares
London, W1F 9EE.
When the Company reacquires its own equity
The financial statements have been prepared in
instruments, those instruments (treasury shares) are
accordance with the requirements of the Companies
deducted from equity. No gain or loss is recognised
Act 2006, under the historical cost convention, in
in profit or loss on the purchase, sale, issue or
accordance with the reduced disclosure framework
cancellation of the Company’s treasury shares.
of FRS 101. They have been prepared on a going
Such treasury shares may be acquired and held by
concern basis, further details of which are in the
the Company or by other members of the Group.
Directors’ Report on page 132.
Consideration paid or received is recognised directly
In adopting the reduced disclosure framework of in equity.
FRS 101, the Company has taken advantage of the
f) Expected credit losses
following exemptions from disclosure:
Amounts owed by subsidiaries are recorded at
• The cash flow statement and related notes. amortised cost and are reduced by expected credit
• Disclosures in respect of transactions with losses. Under IFRS 9 Financial Instruments, the
wholly owned subsidiaries. expected credit losses are measured as the difference
• Disclosures in respect of capital management. between the asset’s gross carrying amount and
• The effects of new but not yet effective IFRSs. the present value of estimated future cash flows,
discounted at the financial asset’s original effective
Accounting policies applied interest rate.
The Company applies the Group accounting policies Key judgements
as well as the following principal accounting policies.
These have been applied consistently and there were Management has made the following judgements,
no new policies adopted within the year: which have the most significant effect in terms of the
amounts recognised, and their presentation, in the
a) Valuation of investments Company’s financial statements.
Investments are stated at cost, less any provision Debt due from other Group companies
for impairment.
Debt due from other Group companies can be
b) Pensions deemed to be either a quasi-investment under IAS
27 or an intercompany receivable under IFRS 9.
Contributions to personal pension plans are charged
Most of this debt balance has been assessed as an
to the profit and loss account in the period in which
intercompany receivable under IFRS 9.
they are due.
Where such debt is accounted for under IFRS 9,
c) Share-based payments in Company
judgement is applied to assess whether the company
The cost of awards to employees of subsidiary entities, expects repayment of amounts which are technically
classified as conditional share awards, is accounted due on demand within the next year, in which case
for as an additional investment in the employing the receivable is classified as current or whether it is
subsidiary. When such awards are recharged to not, in which case the receivable will be classified as
employing or acquiring entities, the investment in the non-current.
Company’s books is reduced by the value of equity
Key estimates
awarded. In the event that this additional investment in
the subsidiary is impaired, then there is an equal and Some areas of the Company’s financial statements
opposite release from share-based payment reserve. are subject to key assumptions and other significant
226
sources of estimation uncertainty at the reporting based on the lower of value in use and net realisable
date, that have a significant risk of causing a material value. This assessment is performed after any debt
adjustment to the carrying amounts of assets and from entities has been recovered. Impairments are
liabilities within the next financial year. The Company made where necessary.
has based its assumptions and estimates on
parameters available when the financial statements Reserves
were prepared. Share-based payment reserve
Recoverability of intercompany receivables Represents the reserve created when conditional share
Estimates on the future recoverability of intercompany assets are created. In the event that this additional
receivables are based on underlying profitability and investment in the subsidiary is impaired, then there
cash generation, in addition to the substance of the is an equal and opposite release from share-based
agreements, this can include subsequent asset sales payment reserve.
by the debtor being used to clear the amounts due to Share-option reserve
the parent.
Represents equity-settled share-based employee
Valuation of investments
remuneration (including amounts recharged to
Estimates are made on the future value of investments, subsidiaries) until such share options are exercised.
39. INVESTMENTS
2023 2022
£000 £000
At 1 January 133,742 138,954
Disposal of shares in subsidiary – (3)
Put option revaluation (6,516) (3,977)
Additions 562
Conditional share awards* – –
Impairment charge** (329) (1,232)
At 31 December 127,459 133,742
* Conditional share awards (Note 28 of the financial statements).
** Impairment charge of £329k relates to M&C Saatchi Asia Limited (£988k), M&C Saatchi Indonesia (£151k) and impairment reversal of Scarecrow Communications Ltd (809k).
The value-in-use calculations have been based on forecast (DCF), which forms the basis for determining
the forecast profitability based on the 2024 Board the recoverable amount of each investment and has
approved budget and three-year plans, with a residual led to the recognition of the impairment charge shown
growth rate of 1.5% per annum applied thereafter. in the table above.
This forecast data is based on past performance and
current business and economic prospects. This data The direct and indirect subsidiary undertakings are
is then applied within a discounted future cash flow listed in Note 32 of the financial statements.
40. OTHER NON-CURRENT ASSETS

2023 2022
£000 £000
Loans to support subsidiary acquisition* 921 921
Loans to assist equity purchase** 14 19
Other 13 11
Total 948 951
* This relates to the A$1.6m (2021: A$1.6m) loans that the Group lent local management of M&C Saatchi Agency Pty Ltd, in 2015, to enable them to acquire 20% of that business. The
full recourse loan is repayable in full if the purchasers no longer have a beneficial interest in the shares of the Australian Group or are no longer employed. The loan is unsecured
and charged interest at 0.1% above the five-year Australian interbank rate at the date the loan was advanced. The carrying value of the loan approximated to fair value.
** Loan to South African indigenous equity holders to enable them to acquire equity in South African subsidiaries in accordance with local laws.
227
41. TRADE AND OTHER RECEIVABLES

2023 2022
Amounts Due Less Than One Year £000 £000
Prepayments 380 269
Corporation tax group relief 1,070 5,412
Other receivables 14 81
Total 1,464 5,762
42. TRADE AND OTHER PAYABLES

2023 2022
£000 £000
Trade creditors (301) (434)
Amounts due to subsidiaries* (55,801) (49,012)
Accruals (2,195) (4,756)
Sales taxation and social security payables (228) –
Total (58,525) (54,202)
* Repayable on demand.
43. AMOUNTS DUE FROM SUBSIDIARY UNDERTAKINGS

Amounts due from subsidiary undertakings are repayable on demand. However, agreements are in place between
subsidiary companies that state that such repayments will not be due until the underlying investments of the
subsidiary company are sold or realised. Due to these agreements the amounts due from subsidiary undertakings
have been defined as long term.
Amounts receivable from subsidiary undertakings include receivables relating to exercised put options. As
detailed in Note 1 and Note 27 to the consolidated financial statements, the Group has a number of put option
arrangements in place. The put options give these employees a right to exchange their minority holdings in the
subsidiary into shares in the Company or cash (at the Group’s choice).
2023 2022
£000 £000
Amounts due from subsidiary undertakings 110,828 94,887
The amounts due from subsidiary undertakings are net of the expected credit losses of £11,651k (2022: £10,351k)
that have been provided against these balances. The annual review of the expected credit loss provision took
into account trading performance, the reorganisations taking place and likely future performance.
44. STAFF COST

Staff Costs (including Directors) Comprise:
2023 2022
Year ended 31 December £000 £000
Wages and salaries 3,491 5,351
Social security costs 212 695
Other pension costs 41 97
Other staff benefits (11) 49
3,733 6,192
Staff numbers 10 20
Staff numbers are based on monthly average staff.
228
Directors’ Remuneration
2023 2022
£000 £000
Directors' salaries and benefits 1,802 2,200
Pension costs – 67
Total remuneration before accounting charges 1,802 2,267
Long-term incentives – 381
Total 1,802 2,648
2023 2022
The Highest Paid Director Earned: £000 £000
Director's salary and benefits 742 1,380
Long-term incentives – 207
Total 742 1,587
The number of Directors with a money purchase M&C Saatchi Connect Proprietary (Pty) Limited,
pension scheme during the year was 1 (2022: 2). Dalmatian Communications (Pty) Limited, Levergy
Marketing Agency (Pty) Limited, Razor Media (Pty)
The Directors are the key management personnel
Limited and Black & White Customer Strategy (Pty)
of the Company.
Limited for consideration of £5.6m.
Additional details with regard to Directors’ remuneration,
as required by Rule 19 of the AIM rules, can be found in On 7 March 2024, the Company entered into a new
the Directors’ Remuneration Report on page 116. revolving multicurrency facility agreement with
National Westminster Bank Plc, HSBC UK Bank plc and
45. RELATED PARTIES Barclays Bank PLC for up to £50m (the “New Facility”),
with a further £50m extension if required for strategic
During the year, the Company charged a management acquisitions. The New Facility is provided on a three-
recharge to subsidiaries of £nil (2022: £733k). year term with two one-year extensions. This New
Further details of related parties of the Company Facility is to refinance the existing £47m facility with
are provided in Note 33 of the financial statements. National Westminster Bank Plc and Barclays Bank PLC
(the “Old Facility”) which would have matured on
46. POST-BALANCE SHEET EVENTS 31 May 2024. At 31 December 2023, the Group had
up to £47.0m (2022: £47.0m) of funds available under
A final dividend of 1.6 pence per share has been the Old Facility with £16.0m drawn (2022: £7.0m).
recommended, which is a total amount of £1,956k.
The final dividend, if approved at the Company’s Subsequent to the year-end there have been no other
Annual General Meeting on 16 May 2024, will be material events specific to the Company requiring
paid on 24 June 2024 to all shareholders on the disclosure. Those items relevant to the Group are
register of members on 10 May 2024. disclosed in Note 34 of the financial statements.
On 9 April 2024, the Group (including the Company)
47. SHARE CAPITAL
entered into an agreement to divest of its shareholdings
in the Group’s subsidiaries forming the South Africa Movements in the Company’s share capital can
Group, being each of M&C Saatchi Abel (Pty) Limited, be found at Note 29 of the financial statements.
229
Independent auditors’ report to

the members of M&C Saatchi plc
OPINION ON THE FINANCIAL STATEMENTS Independence
In our opinion: We remain independent of the Group and the Parent
Company in accordance with the ethical requirements
• the financial statements give a true and fair view
that are relevant to our audit of the financial
of the state of the Group’s and of the Parent statements in the UK, including the FRC’s Ethical
Company’s affairs as at 31 December 2023 and Standard as applied to listed entities, and we have
of the Group’s loss for the year then ended; fulfilled our other ethical responsibilities in accordance
• the Group financial statements have been with these requirements.
properly prepared in accordance with UK
adopted international accounting standards; CONCLUSIONS RELATING TO GOING CONCERN
• the Parent Company financial statements have In auditing the financial statements, we have
been properly prepared in accordance with concluded that the Directors’ use of the going concern
United Kingdom Generally Accepted Accounting basis of accounting in the preparation of the financial
Practice; and statements is appropriate. Our evaluation of the
Directors’ assessment of the Group and the Parent
• the financial statements have been prepared Company’s ability to continue to adopt the going
in accordance with the requirements of the concern basis of accounting included:
Companies Act 2006.
• Evaluating the appropriateness of the going
We have audited the financial statements of M&C concern assessment performed by the Directors
Saatchi plc (the “Parent Company”) and its subsidiaries with regard to the requirements of the applicable
(the “Group”) for the year ended 31 December 2023 financial reporting framework, including the
which comprise the Consolidated Income Statement, period covered;
the Consolidated Statement of Other Comprehensive • Testing the mathematical accuracy of the going
Income, the Consolidated and Company Balance concern model prepared by the Directors and the
Sheets, the Consolidated and Company Statements underlying calculations used within it;
of Changes in Equity, the Consolidated Cash Flow
Statement and Notes to the Financial Statements, • Verifying the level of cash and debt held by the
including a summary of material accounting policies. Group as at 31 December 2023 and movements
post year-end, including reviewing and
The financial reporting framework that has been confirming the terms and covenants of the new
applied in the preparation of the Group financial banking arrangements entered into subsequent
statements is applicable law and UK adopted to the year-end;
international accounting standards. The financial
• Discussing and challenging the Directors’
reporting framework that has been applied in the
financial forecasts and the underlying key
preparation of the Parent Company financial
assumptions at a group-wide level and
statements is applicable law and United Kingdom
specifically in certain underlying subsidiaries
Accounting Standards, including Financial Reporting for which visibility and therefore certainty over
Standard 101 Reduced Disclosure Framework (United future financial performance was more limited.
Kingdom Generally Accepted Accounting Practice). In the course of this work, we evaluated whether
expectations for growth in revenue, costs
BASIS FOR OPINION and profits based on key customer revenue
We conducted our audit in accordance with assumptions, margins and cost trends were
International Standards on Auditing (ISAs (UK)) and reasonable. We have obtained evidence
applicable law. Our responsibilities under those supporting the reasonableness of key
standards are further described in the Auditor’s assumptions including internal documentation
responsibilities for the audit of the financial statements and third-party evidence;
section of our report. We believe that the audit • Evaluating the suitability of the sensitivities applied,
evidence we have obtained is sufficient and in the severe but plausible scenarios and reverse
appropriate to provide a basis for our opinion. stress test that were performed by the Directors;
230
• Determining whether under the severe but Based on the work we have performed, we have not
plausible scenarios the Group and Parent identified any material uncertainties relating to events
Company can comply with its covenants and or conditions that, individually or collectively, may cast
remain within the available facility headroom significant doubt on the Group and the Parent
under the new banking arrangements, and Company’s ability to continue as a going concern
whether the reverse stress test scenario is highly for a period of at least twelve months from when the
unlikely as the Directors consider it to be; and financial statements are authorised for issue.
• Checking the adequacy of disclosures made Our responsibilities and the responsibilities of the
in the annual report in respect of going concern, Directors with respect to going concern are described
by comparing the actual process followed by in the relevant sections of this report.
the Directors to the information disclosed on
pages 132 and 133.
OVERVIEW
Coverage6 87% (2022: 86%) of Group profit before tax

We changed our scoping of Group revenue in the current year to focus on the risk over open
project revenue recognition, which is part of the revenue recognition key audit matter. Overall, our
audit has covered 75% of total Group revenue and this includes sample testing performed across
100% of open project revenue. (2022: our approach covered 88% coverage of total Group revenue).
79% (2022: 81%) of Group total assets
2023 2022
Key audit matters Revenue Recognition X X
Valuation of Financial Assets at fair value through profit and loss X X
Materiality Group financial statements as a whole
£1.43m (2022: £1.59m) based on 5% (2022: 5%) of Headline profit before taxation
An overview of the scope of our audit components. We then assessed a further eight
components on the basis of size based on their
Our Group audit was scoped by obtaining an
contribution to total Group revenue and total Group
understanding of the Group and its environment,
profit before tax to be subject to full scope audits in order
including the Group’s system of internal control,
to obtain sufficient coverage across the Group. The
and assessing the risks of material misstatement
components subject to full scope audits are based in the
in the financial statements. We also addressed the
UK, USA, Australia, South Africa, and Italy. The Group
risk of management override of internal controls,
audit team completed a full scope audit on the Parent
including assessing whether there was evidence
Company. The audits performed on the three significant
of bias by the Directors that may have represented
components and eight other components subject to full
a risk of material misstatement.
scope audits were performed by either BDO LLP
The Group has 124 reporting components which component teams (for components in the UK and USA) or
represent sub-groups, individual legal entities, and other BDO International member firm component teams
branches. We assessed three of these to be significant overseas (for components based in other countries).
6 These are areas which have been subject to a full scope audit by the group engagement team and specified audit procedures performed by the group engagement team and
the component auditor teams.
231
Non-significant components were subject to either Climate change

specified audit procedures over large or higher-risk
Our work on the assessment of potential impacts of
balances and a group level analytical procedure, or
climate-related risks on the Group’s operations and
group level analytical procedures without additional
financial statements included:
substantive audit procedures.
As set out in the coverage summary specified audit • Enquiries and challenge of management and
procedures were performed by the Group audit any other relevant party to understand the
team over all of the open project revenue within actions they have taken to identify climate-
non-significant components. related risks and their potential impacts on the
financial statements and adequately disclose
Our involvement with component auditors
climate-related risks within the annual report;
For the work performed by component auditors, we
• Our own qualitative risk assessment taking into
determined the level of involvement needed in order
consideration the sector in which the Group
to be able to conclude whether sufficient appropriate
operates and how climate change affects this
audit evidence has been obtained as a basis for our
particular sector; and
opinion on the Group financial statements as a whole.
Our involvement with component auditors included • Review of the minutes of Board and Audit
the following: Committee meetings and any other relevant
party and other papers related to climate change
• Issuance of detailed Group reporting instructions,
and performed a risk assessment as to how the
which included the significant areas to be
impact of the Group’s commitment as set out in
covered by their audit (including applicable key
page 66 may affect the financial statements and
audit matters as detailed below) and set out the
our audit.
information required to be reported to the Group
audit team. We directed the efforts of component We also assessed the consistency of Management’s
auditors towards the group-wide areas of risk, disclosures included as Other Information on pages
such as revenue recognition, and directed the 132 to 134 with the financial statements and with our
work performed to ensure the testing plan that knowledge obtained from the audit.
was agreed would address the risks of material
Based on our risk assessment procedures, we did not
misstatement;
identify there to be any Key Audit Matters materially
• Regular communication with the component impacted by climate-related risks and related
auditors throughout the planning, execution commitments.
and completion phases of the audit to assess
Key audit matters
the planned testing, emerging findings and
conclusions drawn; Key audit matters are those matters that, in our
professional judgement, were of most significance in
• Attendance at key meetings at component level,
our audit of the financial statements of the current
and detailed discussions with the component
period and include the most significant assessed risks
auditors and component management
of material misstatement (whether or not due to fraud)
throughout the audit process in respect of
that we identified, including those which had the
significant risks and selected other areas; and
greatest effect on: the overall audit strategy, the
• In-person review of all three significant component allocation of resources in the audit, and directing the
auditor working papers and remote review of efforts of the engagement team. These matters were
other components and specific work requests to addressed in the context of our audit of the financial
ensure appropriateness of conclusions drawn. statements as a whole, and in forming our opinion
thereon, and we do not provide a separate opinion
on these matters.
232
Key audit matter How the scope of our audit addressed the key audit matter
Revenue The Group contracts with Our testing of revenue recognition included the following:
recognition its clients and customers
• As revenue recognition on open projects was an area
in a range of different ways
Existence, and we identified as a significant risk of misstatement on a
according to the type of
application of group-wide basis, we performed testing, on a sample
advertising and marketing
IFRS 15 – Revenue basis, across all open project revenue in the group
services provided. Across all
from Contracts including non-significant components, as explained
significant components we
with Customers above.
identified two ways in which
The Group’s we considered the financial • We initially tested the classification of customer
accounting policies statements may be contracts to ensure appropriate projects were identified
are described on misstated in the area of as open.
page 166 and revenue recognition:
For a sample of open project revenue, we:
its disclosures
1. We identified a risk that
of revenue – Gained an understanding of the contracts, including
revenue may be misstated
recognised are deliverables and the basis on which the revenue
in open projects at the
provided in Note 4. arises, such as milestones, time and materials;
year-end. Where projects
are open across a period – Held discussions with project managers to
end, there is an estimate understand the progress of the work;
regarding the percentage
– Considered evidence from various sources, including
of completion which could
communication with customers, publicly available
give rise to the ability to
evidence of events occurring, confirmations from
manipulate the results
clients of delivery of work and other evidence that
for a specific period.
an appropriate amount of revenue had been
2. We identified a risk that recognised; and
revenue may be misstated
– Performed recalculations of accrued and deferred
due to fraudulent
revenue to ensure this was appropriately accounted
accounting entries being
for.
processed to revenue to
increase revenue in the To address the risk of fraudulent journals to revenue:
current year.
• Assessing whether journal entries posted to revenue
Given the primary focus on with unusual account combinations were valid, and
revenue as a key metric and supported by appropriate evidence of the Group
the specific matters noted having performed the services. This included revenue
above, we have considered journals posted in local general ledgers for in scope
this to be a Key Audit Matter. components and revenue journals posted through the
consolidation.
Key observations:
We had no material findings in respect of the treatment
of open projects or fraudulent postings to revenue.
233
Key audit matter How the scope of our audit addressed the key audit matter
Valuation of The Group holds shares in Our testing of the valuation of financial assets at fair
financial assets unlisted investments, which value through profit or loss included the following:
at fair value are held at fair value, with
• Agreeing the initial cost and opening balances of
through profit fair value gains and losses
investments to the previous year’s audited balances.
or loss recognised in the income
statement. • Obtaining Management’s valuations for these
Refer to the
investments, except for those that were immaterial,
accounting The investments are
both individually and in aggregate, and holding
policies and generally for a small
discussions with Group’s management to assess the
Note 20 of minority, equity stake in
suitability and reliability of the valuation (e.g. proximity
the financial unlisted early-stage
to latest funding round, class of share issued and
statements. businesses. There is
whether the issue included third parties) for inclusion
judgement applied in the
in the valuation model;
valuation of the equity
investment, with most being • Verifying the inputs into these valuations to external
based on a recent funding sources where available, e.g. information on funding
round or sale of shares. rounds, and other available information (from the
However, some valuations Group or other publicly available information), and
or adjustments to valuations considering whether there were circumstances or
are made based on the events that had arisen since the dates of these inputs
length of time the funds have that would impact the valuations;
been held without updated
• Searching for ancillary evidence at Companies House,
information which increases
on the internet and from other sources to corroborate
the uncertainty attaching to
or contradict management’s estimates;
the measurement of the fair
values recorded, and, • Considering the impact on valuations of different share
accordingly, the risk that classes of the investment held compared to any
disclosures provided may funding round, and considering whether there were
not fully explain the any circumstances or events that had arisen since
sensitivity to further fair the dates of the valuation inputs that would impact
value gains and losses. on the valuations;
As such, we considered this • Evaluating the sufficiency of the disclosures by
to be a Key Audit Matter reference to the circumstances of the portfolio at the
due to the high level of reporting date and the degree of exposure to further
judgement applied, the gains and losses; and
resulting potential for
• Challenging management as to whether historic
significant gains and losses
experience of realised gains and losses was
in any given period and
appropriate to impact the approach used to
the value of the overall
value the investments as at the reporting date.
investments.
Key observations:
We consider the judgements made in the valuation
of financial assets to be reasonable.
234
Our application of materiality we use a lower materiality level, performance

materiality, to determine the extent of testing needed.
We apply the concept of materiality both in planning
Importantly, misstatements below these levels will not
and performing our audit, and in evaluating the effect
necessarily be evaluated as immaterial as we also
of misstatements. We consider materiality to be the
take account of the nature of identified misstatements,
magnitude by which misstatements, including
and the particular circumstances of their occurrence,
omissions, could influence the economic decisions of
when evaluating their effect on the financial
reasonable users that are taken on the basis of the
statements as a whole.
financial statements.
Based on our professional judgement, we determined
In order to reduce to an appropriately low level the
materiality for the financial statements as a whole and
probability that any misstatements exceed materiality,
performance materiality as follows:
Group financial statements Parent Company financial statements

2023 2022 2023 2022
£m £m £m £m
Materiality 1.43 1.59 0.74 0.80
Basis for determining 5% (2022: 5%) of Headline profit before 5% (2022: 5%) of Headline profit before
materiality taxation. taxation Materiality was capped to
ensure this did not exceed Group
performance materiality.
Rationale for the We consider this to be the most The Parent Company does not trade,
benchmark applied appropriate benchmark since this and materiality was capped at a
removes the impact of certain items percentage of Group materiality to
from underlying profit that are not part respond to aggregation risk.
of routine business income and
expenses, as explained in Note 1 to the
financial statements. Headline profit
before taxation is also a key measure of
the Group’s performance.
Performance materiality 1.00 1.11 0.52 0.56
Basis for determining We set performance materiality at 70% (2022: 70%) of overall materiality.
performance materiality
Rationale for the In reaching our conclusion on the level of performance materiality to be applied for
percentage applied for 2023 we considered a number of factors including the expected total value of known
performance materiality and likely misstatements (based on past experience), our knowledge of the Group’s
internal controls and management’s attitude towards proposed adjustments.
Component materiality materiality levels of 70% (2022: 70%) of the component

materiality to our testing to ensure that the risk of
For the purposes of our Group audit opinion, we set
materiality for each component of the Group, apart errors exceeding component materiality was
from the Parent Company whose materiality is set out appropriately mitigated.
above, based on a percentage of between 10% and Reporting threshold
70% (2022: 2% and 63%) of Group materiality
dependent on the size and our assessment of the We agreed with the Audit Committee that we would
risk of material misstatement of that component. report to them all individual audit differences in excess
Component materiality ranged from £0.14m to £1.0m of £50,000 (2022: £38,000). We also agreed to report
(2022: £0.03m to £1.0m). In the audit of each differences below this threshold that, in our view,
component, we further applied performance warranted reporting on qualitative grounds.
235
Other information materially inconsistent with the financial statements, or

our knowledge obtained in the course of the audit, or
The Directors are responsible for the other information.
otherwise appears to be materially misstated. If we
The other information comprises the information
identify such material inconsistencies or apparent
included in the Annual Report and Accounts other than
material misstatements, we are required to determine
the financial statements and our auditor’s report
whether this gives rise to a material misstatement in
thereon. Our opinion on the financial statements does
the financial statements themselves. If, based on the
not cover the other information and, except to the
work we have performed, we conclude that there is a
extent otherwise explicitly stated in our report, we do
material misstatement of this other information, we are
not express any form of assurance conclusion thereon.
required to report that fact.
Our responsibility is to read the other information and,
in doing so, consider whether the other information is We have nothing to report in this regard.
CORPORATE GOVERNANCE STATEMENT

As the Group has voluntarily adopted the UK Corporate Governance Code 2018, we are required to review the
Directors’ statement in relation to going concern, longer-term viability and that part of the Corporate Governance
Statement relating to the Parent Company’s compliance with the provisions of the UK Corporate Governance Code
specified for our review. Based on the work undertaken as part of our audit, we have concluded that each of the
following elements of the Corporate Governance Statement is materially consistent with the financial statements,
or our knowledge obtained during the audit.
Going concern • The Directors’ statement with regard to the appropriateness of adopting the going
and longer- concern basis of accounting and any material uncertainties identified set out on pages
term viability 132 and 133; and
• The Directors’ explanation as to their assessment of the Group’s prospects, the period this
assessment covers and why the period is appropriate set out on pages 132 and 133.
Other Code • Directors’ statement on fair, balanced and understandable set out on page 139;
provisions
• Board’s confirmation that it has carried out a robust assessment of the emerging and
principal risks set out on pages 57 to 61;
• The section of the Annual Report that describes the review of effectiveness of risk
management and internal control systems set out on page 111; and
• The section describing the work of the Audit Committee set out on pages 107 to 108.
236
OTHER COMPANIES ACT 2006 REPORTING

Based on the responsibilities described below and our work performed during the course of the audit, we are
required by the Companies Act 2006 and ISAs (UK) to report on certain opinions and matters as described below.
Strategic Report In our opinion, based on the work undertaken in the course of the audit:
and Directors’
• the information given in the Strategic Report and the Directors’ Report for the financial
Report
year for which the financial statements are prepared is consistent with the financial
statements; and
• the Strategic Report and the Directors’ Report have been prepared in accordance with
applicable legal requirements.
In light of the knowledge and understanding of the Group and Parent Company and
its environment obtained in the course of the audit, we have not identified material
misstatements in the Strategic Report or the Directors’ Report.
Matters on We have nothing to report in respect of the following matters in relation to which the
which we are Companies Act 2006 requires us to report to you if, in our opinion:
required to
• adequate accounting records have not been kept by the Parent Company, or returns
report by
adequate for our audit have not been received from branches not visited by us;
exception
• the Parent Company financial statements are not in agreement with the accounting
records and returns;
• certain disclosures of Directors’ remuneration specified by law are not made; or
• we have not received all the information and explanations we require for our audit.
RESPONSIBILITIES OF DIRECTORS Auditor’s responsibilities for the audit of the financial

statements
As explained more fully in the Directors’ responsibilities
statement, the Directors are responsible for the Our objectives are to obtain reasonable assurance
preparation of the financial statements and for being about whether the financial statements as a whole
satisfied that they give a true and fair view, and for are free from material misstatement, whether due to
such internal control as the Directors determine is fraud or error, and to issue an auditor’s report that
necessary to enable the preparation of financial includes our opinion. Reasonable assurance is a high
statements that are free from material misstatement, level of assurance but is not a guarantee that an
whether due to fraud or error. audit conducted in accordance with ISAs (UK) will
always detect a material misstatement when it exists.
In preparing the financial statements, the Directors are
Misstatements can arise from fraud or error and are
responsible for assessing the Group’s and the Parent
considered material if, individually or in the aggregate,
Company’s ability to continue as a going concern,
they could reasonably be expected to influence the
disclosing, as applicable, matters related to going
economic decisions of users taken on the basis of these
concern and using the going concern basis of
financial statements.
accounting unless the Directors either intend to
liquidate the Group or the Parent Company or to cease Extent to which the audit was capable of detecting
operations, or have no realistic alternative but to do so. irregularities, including fraud
Irregularities, including fraud, are instances of non-
compliance with laws and regulations. We design
procedures in line with our responsibilities, outlined
above, to detect material misstatements in respect of
237
irregularities, including fraud. The extent to which our • Evaluating recent developments in regulation
procedures are capable of detecting irregularities, for applicability to the Group’s operations and
including fraud is detailed below: determining whether any impact on the financial
statements has been properly addressed by the
Non-compliance with laws and regulations
Directors.
Based on:
Fraud
• Our understanding of the Group and the industry
We assessed the susceptibility of the financial
in which it operates;
statements to material misstatement, including fraud.
• discussion with management and those Our risk assessment procedures included:
charged with governance and the Audit
• Enquiry with management and those charged
and Risk Committee, and inspection of written
with governance regarding any known or
information from external legal counsel; and
suspected instances of fraud;
• obtaining an understanding of the Group’s
• Obtaining an understanding of the Group’s
policies and procedures regarding compliance
policies and procedures relating to:
with laws and regulations;
– Detecting and responding to the risks of fraud;
we considered the significant laws and regulations to
and
be UK-adopted international accounting standards, UK
and international direct, indirect and employment tax – Internal controls established to mitigate risks
legislation, AIM Listing Rules, the Companies Act 2006, related to fraud.
and the Corporate Governance Code 2018. • Review of minutes of meeting of those charged
The Group is also subject to laws and regulations with governance for any known or suspected
where the consequence of non-compliance could instances of fraud;
have a material effect on the amount or disclosures • Discussion amongst the engagement team as to
in the financial statements, for example, through the how and where fraud might occur in the financial
imposition of fines or litigations. We identified such statements;
laws and regulations to be the Health and Safety and
the Bribery Act 2010 and equivalent legislation and • Performing analytical procedures to identify any
regulation where the Group has overseas operations. unusual or unexpected relationships that may
indicate risks of material misstatement due to
In addition, changes to legislation affecting all UK
fraud; and
companies such as tax legislation and developments
can give rise to contingent or actual liabilities in the • Considering remuneration incentive schemes and
event of non-compliance. performance targets and the related financial
statement areas impacted by these.
Our procedures in respect of the above included:
Based on our risk assessment, we considered the
• Review of minutes of meeting of those charged
areas most susceptible to fraud to be inappropriate
with governance for any instances of non-
journal entries relating to revenue recognition and
compliance with laws and regulations;
the exertion of bias in accounting estimates.
• Review of correspondence with regulatory
Our procedures in respect of the above included:
and tax authorities for any instances of non-
compliance with laws and regulations; • challenging the assumptions and judgements
made by management in their significant
• Review of financial statement disclosures
accounting estimates which are disclosed on
and agreeing to supporting documentation;
pages 146 and 147, through examination and
• Involvement of tax specialists in the audit; and assessment of contradictory as well as
238
corroborative evidence that we researched Use of our report

independently as well as received from the
This report is made solely to the Parent Company’s
Group; recalculation of certain financial metrics
members, as a body, in accordance with Chapter 3 of
for example, in relation to our testing of discount
Part 16 of the Companies Act 2006. Our audit work has
rates and through sensitivity analysis where
been undertaken so that we might state to the Parent
applicable;
Company’s members those matters we are required to
• identifying and testing a sample of journal state to them in an auditor’s report and for no other
entries, in particular journal entries posted with purpose. To the fullest extent permitted by law, we do
unusual account combinations, to supporting not accept or assume responsibility to anyone other
documentation; than the Parent Company and the Parent Company’s
members as a body, for our audit work, for this report,
• reviewing minutes of Board and Board Committee
or for the opinions we have formed.
meetings from throughout the year including,
where relevant, any whistleblowing reports
MATTHEW HAVERSON
received;
Senior Statutory Auditor
• testing of the consolidation including a sample
of manual adjustments at the consolidation level For and on behalf of BDO LLP, Statutory Auditor
to supporting documentation; and London, UK.
• performing the procedures as set out in the BDO LLP is a limited liability partnership registered
Key Audit Matters section of our report. in England and Wales (with registered number
OC305127).
We also communicated relevant identified laws and
regulations and potential fraud risks to all engagement
team members including component engagement
teams who were all deemed to have appropriate
competence and capabilities and remained alert to
any indications of fraud or non-compliance with laws
and regulations throughout the audit. For component
engagement teams, we also reviewed the result of
their work performed in this regard.
Our audit procedures were designed to respond
to risks of material misstatement in the financial
statements, recognising that the risk of not detecting
a material misstatement due to fraud is higher than
the risk of not detecting one resulting from error, as
fraud may involve deliberate concealment by, for
example, forgery, misrepresentations or through
collusion. There are inherent limitations in the audit
procedures performed and the further removed
non-compliance with laws and regulations is from
the events and transactions reflected in the financial
statements, the less likely we are to become aware of it.
A further description of our responsibilities is available
on the Financial Reporting Council’s website at:
www.frc.org.uk/auditorsresponsibilities. This description
forms part of our auditor’s report.
239
Additional
information
GLOSSARY
Billings Billings comprise all gross amounts billed, or billable to clients in respect of commission-based
and fee-based income, whether acting as agent or principal, together with the total of other fees
earned, in addition to those instances where the Group has made payments on behalf of
customers to third parties. It is stated exclusive of VAT and sales taxes. This is a non-Statutory
number and is unaudited.
Headline A self-defined alternative measure of profit that provides a different perspective to the Statutory
results results. The Directors believe it provides a better view of the underlying performance of the
Company, because it excludes a number of items that are not part of routine business income and
expenses. These Headline figures are a better way to measure and manage the business and are
used for internal performance management and reward. “Headline results” is not a defined term
in IFRS.
Headline results represent the underlying trading profitability of the Group and excludes:
• Exceptional separately disclosed items that are one-off in nature and are not part of running
the business.
• Acquisition-related costs.
• Revaluation of associates on transition to assets held for sale.
• Impairment of right-of-use assets, leasehold improvements, acquired intangibles and
goodwill.
• Gains or losses generated by disposals of subsidiaries.
• Fair value adjustments to unlisted equity investments, acquisition related contingent
consideration and put options.
• Dividends paid to IFRS 2 put option holders.
A reconciliation of Statutory to Headline results is presented in Note 1 of the financial statements.
Company M&C Saatchi plc, a Company incorporated and domiciled in England and Wales, listed on the
AIM Market of the London Stock Exchange plc.
Group The Company and its subsidiaries.
Net cash Net cash at a period end is calculated as the sum of the net cash of the Group, derived from the
cash ledgers and accounts in the balance sheet. Net cash excludes lease liabilities.
Net revenue Net revenue is equal to revenue less project cost/direct cost. It is not an IFRS defined term. It is,
however, used as a key performance indicator by the Group.
240
GLOSSARY
Minority Within the Group, there are a number of subsidiary companies and partnerships in which
interests and employees hold a direct interest in the equity of those companies. These employees are referred
non-controlling to as minority shareholders. Of these subsidiary companies and partnerships, the majority
interest account for the shareholding of their minority shareholders as a management incentive (through
the award of dividends) and are 100% consolidated in the Group’s financial statements, showing
all cost related to the scheme as staff cost (in Headline results only we treat all flows as if they
were minorities, with the minorities share of profit reducing profit after tax and reducing Headline
profit attributable to equity holders of the Group, so it is consistent with non-controlling interest
accounting). The remaining four subsidiary companies (including one without a put option)
account for their minority shareholders as non-controlling interests, a defined IFRS term, with their
share of the Group’s profits being shown separately on the income statement.
Revenue Revenue comprises the total of all gross amounts billed, or billable, to clients in respect of
commission-based, fee-based and any other income where the entity within the Group acts as
principal and the share of income where the entity within the Group acts as an agent. The
difference between Billings and revenue is represented by costs incurred on behalf of clients with
whom the entity within the Group operates as an agent, and timing differences where invoicing
occurs in advance or in arrears of the related revenue being recognised.
Headline Headline EBITDA is equal to the operating profit or loss before depreciation, amortisation, finance
EBITDA expense and taxation. It is not an IFRS defined term. It is, however, used as a key performance
indicator by the Group.
Like-for-like The like-for-like basis applies constant foreign exchange rates and removes those entities the
Group acquired, disposed of, or closed, or wound down during the reported period.
CAGR Compound Annual Growth Rate – the mean annual growth rate over a specified period of time
longer than one year.
Scope 1 Greenhouse gas emissions from sources that the Group owns or controls directly.
emissions
Scope 2 Greenhouse gas emissions that the Group causes indirectly when the energy it purchases and
emissions uses is produced.
Scope 3 Greenhouse gas emissions that are not produced by the Group and are not the result of activities
emissions from assets owned or controlled by us. Instead, they are produced by companies for which the
Group is indirectly responsible, up and down its value chain. An example of this is when an entity
within the Group buys, uses and disposes of products from suppliers. Scope 3 emissions include
all sources not within the Scope 1 and Scope 2 boundaries.
241
ADVISORS SECRETARY AND REGISTERED OFFICE

NOMINATED ADVISOR AND BROKER
Victoria Clarke
Liberum Capital Limited M&C Saatchi plc
25 Ropemaker Street 36 Golden Square
London EC2Y 9LY London W1F 9EE
www.liberum.com www.mcsaatchiplc.com
BROKER COUNTRY OF REGISTRATION

AND INCORPORATION
Numis Securities Ltd
The London Stock Exchange Building England and Wales
10 Paternoster Square Company number 05114893
London EC4M 7LT Public limited company limited by shares
www.numiscorp.com
INVESTOR RELATIONS WEBSITE
SOLICITORS
www.mcsaatchiplc.com
CMS Cameron McKenna Nabarro Olswang LLP
Cannon Place REGISTRARS
78 Cannon Street
Computershare Investor Services PLC
London EC4N 6AF
The Pavilions
www.cms.law
Bridgwater Road
Bristol BS13 8AE
INDEPENDENT AUDITORS
www.computershare.com
BDO LLP
55 Baker Street,
London, W1U 7EU
www.bdo.co.uk
BANKERS
National Westminster Bank Plc
1 Princes Street
London EC2R 8BP
www.natwest.com
Barclays Bank PLC
1 Churchill Place
London E14 5HP
www.barclays.com
HSBC Bank plc
Level 6
71 Queen Victoria Street
London EC4V 4AY
www.hsbc.com
242
CBP024226
M&C Saatchi Plc
Annual Report and Accounts 2023
mcsaatchi.com

M&C Saatchi Plc AR2023

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annual

M&C Saatchi Plc

Contents at the bottom right of each page links

CORPORATE GOVERNANCE REPORT 94

Executive Chair’s Introduction 96

FINANCIAL STATEMENTS 140

Flame-grilled challenge, M&C Saatchi Abu Dhabi

Net revenue of Headline** profit before tax of

Headline** EBITDA of Statutory profit before tax of

Headline** operating profit of Headline** basic earnings per share of

Headline** operating profit margin of Statutory basic earnings per share of

Statutory operating profit of Net cash of

1996 1998 2000 2004 2006 2007 2009

2012 2014 2016 2018 2020 2022

journey driven by our Our heritage – founded on creativity and a

Our strategy is centred around the following strands:

We will deliver returns by: Substantial progress towards our transformation:

As a result of these changes, our new Executive Leadership Team is as below:

EXECUTIVE LEADERSHIP TEAM

REGIONS SPECIALISMS CENTRAL TEAM

UK ISSUES PEOPLE & OPERATIONS

APAC TALENT FINANCE

SOUTH AFRICA MEDIA CREATIVE

EUROPE PASSIONS & PR

Dividend Procurement. Seeking greater efficiency around

HOW WE ARE SHAPING THE

Commoditisation of creative. In the golden age

HOW WE CAN MAKE

Supported by Global Shared Services and an

Overview of workstreams and their objectives

GTM approach Delivering a consistent framework and approach to client solutions.

Brand licensing Standardising the approach to brand licensing in non-core geographies.

Production middle office Creating integrated global production capabilities.

Procurement Delivering material savings from transforming global Group purchasing.

Progress in 2023 and Programme Delivery in 2024 Brand Licensing

Our business Model

See page 28 See page 30 See page 34 See page 36

ADVERTISING PASSIONS & PR1 CONSULTING MEDIA ISSUES

• Operates in: • Includes: • Includes: • Includes: • Includes:

ADVERTISING PASSIONS & PR ISSUES CONSULTING MEDIA

UK 2023 NET REVENUE: £102.3M

WHO WE ARE CLIENTS

EUROPE 2023 NET REVENUE: £14.4M

WHO WE ARE CLIENTS

innovation as M&C Saatchi Europe solidifies its position

Global & Advertising and Content: Growth

To answer the most diverse

MIDDLE EAST AND AFRICA

WHO WE ARE CLIENTS

UAE 2023 NET REVENUE: £7.5M

WHO WE ARE PEOPLE

APAC 2023 NET REVENUE: £65.6M

WHO WE ARE OUR BRANDS

We work with clients whose fearlessness aligns with Advertising 531

AMERICAS 2023 NET REVENUE: £46.9M

WHO WE ARE OUR BRANDS

WHO WE ARE PEOPLE Average 2023

2023 was another bumper year for awards

ISSUES 2023 NET REVENUE: £51.1M

WHO WE ARE PEOPLE

Headline operating profit of Headline basic earnings per share of

System access • Continual monitoring, updating and globalisation of Although the

• Specific “growth sessions” (e.g. greenwashing COMMITMENT 8: DRIVE ALIGNMENT WITH

Australia • Helping Baphumelele and Bethany House