ROBERT WALTERS PLC (THE "COMPANY")

Annual Financial Report

Copies of the Annual Report & Accounts of the Company for the year ended 31 December 2021, the Circular to shareholders of the Company, including Notice of the Annual General Meeting of the Company, currently scheduled to be held on Thursday, 28 April 2022, and the form of proxy for use at the Annual General Meeting (all of which were posted to shareholders on 24 March 2022), have been submitted to the National Storage Mechanism and will shortly be available for inspection at: https://data.fca.org.uk/#/nsm/nationalstoragemechanism

The Annual Report & Accounts 2021 is now available on the Company's website at:

www.robertwaltersgroup.com/AR21

The AGM Notice and Proxy Voting Form are also available on the Company's website at:

https://www.robertwaltersgroup.com/investors/annual-general-meeting.html

In accordance with Disclosure and Transparency Rule 6.3.5, the information in the attached Appendix consisting of a Directors' Responsibility Statement, principal risks and uncertainties and related party transactions has been extracted unedited from the Annual Report and Accounts for the year ended 31 December 2021 and should be read in conjunction with the Company's final results for the year ended 31 December 2021 which were announced in unedited full text on Tuesday, 8 March 2022.

Enquiries:

Tony Hunter, Company Secretary +44 (0) 20 7379 3333

APPENDIX

Directors' Responsibility Statement pursuant to DTR4

We confirm that to the best of our knowledge:

−      The Group financial statements have been prepared in accordance with the applicable set of accounting standards, give a true and fair view of the assets, liabilities, financial position and profit or loss of the Group and the undertakings included in the consolidation taken as a whole; and

−      The Annual Report includes a fair review of the development and performance of the business and the financial position of the Group and the Parent Company together with a description of the principal risks and uncertainties that they face.

By order of the Board,

Alan Bannatyne

Chief Financial Officer

8 March 2022

Principal risks and uncertainties

The Board considers the full range of business risks affecting the Group on a regular basis, and takes action to address such risks. The perceived key risks are as follows:

(i) Political factors, economic, environmental and market uncertainty

The level of candidate and client confidence in the employment market and job availability are important factors in determining the total number of recruitment transactions in a given year and are significantly impacted by political and economic turbulence and uncertainty. Candidates are less inclined to move jobs when the number of jobs available is in decline or stagnant, which could lead to a deterioration in the Group's financial performance. The impact of the Covid pandemic as well as unprecedented political turbulence, could have a significant negative impact on the jobs market and result in reduced hiring volumes. Climate change (including increased extreme weather events) could have an impact on job losses and the job market.

The Group is geographically diversified, spanning 31 countries, which reduces the reliance on the success of any particular market. The Group also continues to develop its contract business, which provides more resilient revenue streams in the event of an economic downturn. The Group has successfully diversified into other sectors to reduce its concentration risk in the event of a downturn.

The Board's strategy when facing a slowdown in a market is to balance the cost base, such that the impact on profit is mitigated, against the perceived future benefit from the retention of key staff. Historically, the Group has benefited substantially from increased operational gearing as a result of its policy of deliberately retaining key staff through economic downturns.

The Resource Solutions business is prepared to support the relocation of workers, with the opportunity to leverage off existing infrastructure within the Robert Walters Group. Live job availability is monitored to ensure action plans are documented for immediate action in response to any potential adverse impact on hiring volumes.

The Group has strong but prudent cost management. Management continuously monitor the ongoing impact of political and economic factors, and increased market uncertainty on individual markets, implementing appropriate actions as required.

The impact of climate-related environmental issues on the Group and local markets is considered on an ongoing basis. An ESG Committee meets regularly to assist the Board in identifying and assessing climate-related risks and opportunities.

(ii) Talent attraction and retention

The Group relies heavily on recruiting and retaining talented individuals with the right skill sets and diversity to grow the business. In addition, as the Group expands its operations in emerging markets, the supply of people with the required skills in specific geographic regions may be limited. Failure to attract and retain key employees with the required sales, management and leadership skills may adversely affect the Group's financial results. A lack of diversity and inclusion in the workforce could have an adverse impact on talent attraction and retention, strategic thinking, decision-making and overall employee engagement. A global pandemic and unusual stressful working environments could have an impact on employees' mental health, which could lead to increased staff turnover and reduced engagement. Increased importance of ESG and flexible working could have an impact on attraction and retention of staff.

The Group's policy of linking bonuses to profitability in discrete operating units has a high correlation to the retention of efficient and effective members of staff.

The long-term incentive schemes that are detailed in note 19 to the accounts form a key part of a wider strategy to improve levels of staff retention, particularly of the Group's senior employees.

Other elements of the strategy to improve staff retention and maximise career opportunities include significant investment of time and financial resources in employee training and development including regular appraisals, aimed at core consultant competencies and focused on enhancing management potential. The Group culture and the associated processes help to increase productivity and improve employee alignment to the business. A comprehensive approach to succession planning is also in place across the Group.

Gender pay initiatives are in place, with target setting and committed actions to close gaps to mitigate the impact over time. The Board promotes, monitors and benchmarks equality, diversity and inclusion, with initiatives and actions being a focus across all the Group's regions. The Group has appointed a Global Head of Equality, Diversity & Inclusion. Starting in 2022, this role will continue to drive our ongoing commitment to a working environment that promotes inclusion, dignity and respect for all. A Group-wide ED&I council is in place, the purpose of which is to create a forum for staff to discuss topical ED&I issues and to ensure, as a business, we are striving to create a truly inclusive culture. All-inclusive leadership training and diversity and inclusion training for all managers form part of the Group's training programme. The Group has a zero-tolerance policy towards inappropriate behaviour.

Our approach to corporate responsibility stems from our purpose and focuses on protecting the environment, powering people potential and responsible business, where we believe we can have the biggest impact in making the world a more sustainable, equitable place. Our ESG strategy is informed by leading external reporting frameworks, including the United Nations' 17 Sustainable Development Goals (SDGs). This ensures that our actions are aligned with the latest thinking and best practice, and that we can respond to the most critical areas of concern in an effective, agile way.

The Group offers international career opportunities and actively encourages the redeployment of existing talent to international offices and also to establish new offices.

There are a significant number of mental health and well-being initiatives in place across the Group and they are considered as high priority by management.

(iii) Competition and emerging technologies

Competition risk varies in each of the Group's main regions depending on the maturity of the client and candidate market. The emergence of new technology platforms such as web-based applications and artificial intelligence for recruitment purposes may also lead to increased competition.

The development of strong commercial relationships with clients has enabled the Group to win and then maintain its contracts with large global organisations and the Group also has a significant and diverse income stream across the SME marketplace.

The Group reviews and monitors changes in technology and social media trends to ensure that it evolves appropriately. The Group continues to promote itself as a relationship recruiter operating in specialised markets, ensuring its online presence is competitive and provides a high-quality customer experience.

Through our innovation, marketing and technology and transformation teams, we continue to identify, trial and adopt new technology to both enhance and augment the service our consultants can provide and to drive efficiencies across our business.

(iiii) Brand, reputation and business strategy

There is an inherent risk that the brand and reputation of the Group could be impacted by failure to maintain high-quality service levels to both candidates and clients. The increasing use of social media increases the Group's exposure to reputational damage. The Group strategy and objectives could either be ineffective or damaging to the Group, by failing to deliver improved performance and achieve the Group's long-term strategy for growth.

Quality control standards are maintained and reviewed for each stage of the recruitment cycle.

A 'contact us' email address is available on the Group's website so any negative feedback or improper conduct can be acted upon swiftly by the Chief Marketing Officer and local senior management.

The Group's long-term strategy for growth is founded on the two pillars of organic international expansion and discipline diversification. It is a testament to this strategy and underlying strength of the Group's brand and management team that we have delivered a resilient performance throughout the pandemic and been able to benefit from operational gearing as market conditions became more favourable.

(v) Candidate risk

A negative candidate experience as a result of poor candidate service, data breach or other candidate dissatisfaction, could result in candidate complaints, loss of quality candidate base or loss of referrals.

Candidate satisfaction surveys are carried out on a regular basis, with Directors addressing any negative feedback directly with the candidate.

Clear policies and processes are in place around candidate engagement and active candidate management. Quality control standards are maintained and reviewed for each stage of the recruitment cycle with all new employees receiving appropriate levels of training applicable to their role.

We monitor consumer trends outside of the recruitment industry and analyse how consumers' changing expectations could drive the imperative for change within our industry.

We continue to develop the ways we use Microsoft Power BI to deliver business insights and management information.

(vi) Non-compliance with laws, regulations and contractual obligations

The Group operates in a number of diverse jurisdictions and has to comply with numerous domestic and international laws and regulations and other specific contractual obligations. Any noncompliance with legislation, regulatory requirements or contractual obligations may result in legal penalties, non-renewal or revocation of a local business licence or financial loss which could have a detrimental effect on the Group's financial performance and reputation.

To ensure compliance, our legal department works with leading external advisers, as required, to monitor potential changes in employment legislation across the markets in which we operate.

Contractual terms and conditions are thoroughly reviewed before signing to ensure contract provisions are fully understood, risks are fairly allocated between parties and are monitored to ensure contractual obligations are adhered to.

An escalation process exists such that contracts with non-standard terms are reviewed and approved by the Chief Legal Officer and Chief Financial Officer as appropriate.

ESG-related risk and opportunities disclosures, including guidance from the Task Force on Climate-related Financial Disclosures (TCFD), and compliance with ESG-related corporate reporting in conjunction with other regulatory requirements are reviewed on an ongoing basis and appropriate disclosures are made where considered to have a material impact on the business strategy, operations or the environment. Although the Group does not operate in a sector with a significant environmental impact, the Group recognises its requirements and embraces environmental stewardship. The Group already has in place numerous schemes to ensure it offsets its carbon emissions on an annual basis and since 2020 has committed to an additional tree planting programme to achieve a net carbon capture result.

(vii) Regulatory environment

The Group operates in a number of diverse jurisdictions and has to comply with numerous domestic and international regulations. Any change in the regulatory environment, particularly impacting employment legislation for both candidates and clients, could have a detrimental effect on the Group's financial performance.

The Group's legal department, together with local legal expertise, remains up to date with any proposed regulatory changes, allowing the Group sufficient time to assess the impact and implement processes to minimise the exposure and maximise opportunity.

A log of licences and renewals is maintained. There is formalisation of regulatory reporting and escalations with legal oversight of licensing processes, and the Group makes use of external counsel where necessary.

(viii) Data breach and cyber security

A data breach, cyber-attack or loss of confidential and competitive information could have a material impact on the Group's financial results and an adverse impact on the operations and the reputation of the Group.

The Group maintains an IT security policy, which is comprehensive but not able to eliminate all risk, which is reviewed on a regular basis and covers all areas of  IT security from user access through to server access. Third-party advisers are used to perform penetration tests on major systems and operations.

All candidate and client information is held securely with restricted access and with data protection rules in place.

Appropriate guidance and training on the security and handling of both manual and electronic documents, including confidential and sensitive data, is available to all staff.

The Group has a dedicated Chief Technology Architect and Group Information Security Officer with specific remits to consider and ensure that appropriate and reasonable controls are put in place, particularly in respect of cyber related threats and data breach. The Group has appointed a Data Protection Officer to oversee the handling of personal data and compliance with Data Protection laws.

(viiii) Reliance on technology infrastructure

The Group is reliant on its technological infrastructure for day-to-day operations and for delivering client and candidate services. A critical infrastructure or system disruption could have a material impact on the Group's financial results and an adverse impact on operations and the reputation of the Group.

The Group continues to review and improve its business continuity and disaster recovery plans to mitigate against any critical infrastructure disruptions. The Group invested in technology and innovation pre-Covid, enabling a seamless transition to remote working and effective ongoing hybrid working.

Third-party advisers are used to perform penetration tests on major systems and operations.

A change management team is in place to ensure that appropriate consideration is given to all change requirements, including a risk analysis of the requirement, and appropriate plans are developed to deal with any potential critical disruptions.

Our disaster recovery processes, which are regularly reviewed, ensure the Group is able to mitigate natural disaster risks (e.g. floods, earthquakes), and the Group is also geographically diversified. In addition, the provision of Microsoft Surface Pros to all staff ensures we have the flexibility to work remotely as required.

(x) Treasury risk

The Group operates under a number of functional currencies. Any unfavourable movement in the foreign exchange rates may have an adverse effect on translation of overseas operations, and subsequently the Group's Pounds Sterling financial results. An adverse cash position, or the inability to access capital/funding, could result in an inability to pay creditors and to fulfil day-to-day operations and requirements. There is an increased uncertainty over cash flows due to Covid, which could have an adverse impact on working capital balances and increases the level of risk of an adverse effect on Pounds Sterling and client payment risk profile. The future success of the Group could be affected if the Group fails to align its capital planning with its business strategy.

Revenues and costs are in their functional currencies in the local entities, which minimises the Group's transactional exposure.

Credit worthiness and client risk profiles are monitored, with prompt escalation procedures for disputes and instances of slow payment.

The Group continues to monitor the sensitivity to foreign currency fluctuations through performing regular sensitivity analysis and reducing exposure wherever possible.

Cash flow and working capital forecasts are prepared and reviewed regularly to ensure the Group remains in a strong balance sheet position and a detailed plan for any growth opportunities is created before any deal is executed to ensure that the appropriate finance is in place.

Related party transactions

Transactions between Robert Walters Plc and its subsidiaries, which are related parties, have been eliminated on consolidation and are not disclosed in this note. The remuneration of key management personnel who are deemed to be Directors has been disclosed in the Report of the Remuneration Committee on pages 82 to 93.

During the year, there were no related party transactions included within administrative expenses (2020: £nil)

There were no outstanding balances at the 31 December 2021.

All transactions were undertaken on an arms-length basis.