STRATEGIC REPORT
Corporate governance
GOVERNANCE REPORT
FINANCIAL STATEMENTS OTHER INFORMATION
RS Group plc
78
Annual Report and Accounts 2025
ROBUST GOVERNANCE FOR EFFECTIVE DECISION MAKINGIN THIS SECTION
Chairman's letter 79
Board of Directors 80
Governance at a glance 82
Our governance framework 83
Board activities during the year 86
Board evaluation 89
Board appointments, time
commitments and development 91
Compliance with the
UK Corporate Governance Code 92
Nomination Committee report 93
Audit Committee report 97
Directors' Remuneration report 104
Directors' report 132
Statement of Directors' responsibilities 135
STRATEGIC REPORT
GOVERNANCE REPORT
RS Group plc
79
FINANCIAL STATEMENTS OTHER INFORMATION Annual Report and Accounts 2025
LETTER
Rona Fairhead Chairman
Activities during 2024/25
Overseeing improved strategic execution
Continued support and effective challenge of the Executive Committee (ExCo)
Appointment of Carole Cran and Miles Roberts as Non-Executive Directors as part of broader Board succession planning
Monitoring the effectiveness of our operating model, our cultural evolution and values
Overseeing the Company's response to
evolving ESG regulations
An extensive shareholder engagement programme in developing the 2025 Directors' Remuneration Policy
Priorities for 2025/26
Continued development of both Executive and Non-Executive succession planning
Monitoring of our ESG reporting to help ensure compliance with evolving regulations
External Board evaluation
Continued evolution of our corporate governance arrangements, including preparedness for the 2024 UK Corporate Governance Code, which will apply to
RS from the 2026/27 financial year, with
particular focus on internal controls
CHAIRMAN'S
Dear shareholder
I am delighted to introduce our Governance Report for 2024/25 on behalf of the Board and in accordance with the 2018 UK Corporate Governance Code (the Code). This report sets out how the Board has applied its governance
framework and best practice to ensure effective procedures are in place to support the creation of long-term value for all our stakeholders.
The Board's priority during the year has been to oversee our strategic evolution. This has included monitoring progress made against our key performance indicators whilst building strong foundations for our medium-term financial targets. The Board is impressed
with the efforts made by both the ExCo and RS team during the year, especially given the background of an extremely challenging
business environment, and believes it is due to them that we are delivering well on the things we can control.
Board and Committee changes
We welcomed two new Non-Executive Directors
to the Board: Carole Cran who joined the Board with effect from 1 December 2024, and Miles Roberts who joined with effect from
1 March 2025. Carole joins RS with extensive financial experience and has a strong focus on governance and risk. Miles brings a strong background in financial and operational
management and has a strong focus on strategy, risk and sustainability. Together they bring international and sector experience. Carole has become a member of the Audit Committee
and Miles has become a member of the Audit, Nomination and Remuneration Committees.
I very much look forward to working with them.
We also said goodbye to Navneet Kapoor who stepped down from the Board with effect from 31 December 2024, having served as
Non- Executive Director since 2022, to focus on his executive commitments. I would like to thank Navneet for the valuable contribution he made to RS since his appointment.
Strategy
This has been an area of particular focus during the year supported by an improved cadence and richer data. A dedicated strategy session was held with the Board in January 2025,
where the ExCo presented their update to the strategic plan and priorities for the business and functions. The Board was provided with an overview of the successes and learnings from the prior year. In addition to the annual strategic session, the Board holds deep-dive strategic discussions at each Board meeting regarding each of the regions and functions.
We believe this focus on strategy will help drive better execution and accelerate value creation through increased revenue and returns, expanding automated logistics and closer relationships with strategic suppliers. These will be underpinned by our continued commitment to industry-leading ESG and robust governance.
Culture
Throughout the year, the Board provided oversight of the Group's culture, receiving direct and indirect feedback on the embedding of
our values. The Board has maintained its focus on diversity and inclusion (D&I) and strongly believes that diversification of thought and inclusiveness enhances decision making whilst strengthening and underpinning a healthy culture. For more information on our values, people plan and D&I see pages 6, 17, 58 and 96.
Stakeholder engagement
Our two designated employee engagement Directors, Bessie Lee and Joan Wainwright met with the Chairs of a number of our Employee Resource Groups (ERGs) in
January 2025. In March 2025, Bessie and Joan met with employee representatives from the UK Distribution Centres (DCs) and London, UK office. Bessie also visited our Shanghai, China office in April 2024. The visit comprised a tour of the office, meeting with local management, attending a town hall with employees and hosting an employee round table event with employee representatives.
We continue to believe in the benefit of engaging actively with our shareholders. In addition to investor meetings and our investor event in September 2024, there has been extensive engagement with shareholders in respect of the proposed 2025 Directors' Remuneration Policy. This has been led by Joan Wainwright, the Chair of our Remuneration Committee.
Further information regarding employee and shareholder engagement can be found on page 88.
Board evaluation
An internal evaluation of the Board was conducted during the year. The outcome of this, along with an update regarding the previous year's internal evaluation, can be found on pages 89 and 90.
Corporate Governance Code
The Company's statement of compliance with
the Code can be found on page 92.
Rona Fairhead
Chairman 20 May 2025
STRATEGIC REPORT
BOARD OF DIRECTORSGOVERNANCE REPORT
RS Group plc
80
FINANCIAL STATEMENTS OTHER INFORMATION Annual Report and Accounts 2025
A strong, experienced Board, with a diverse range of backgrounds and skills enhances decision making
for the benefit of
all stakeholders.
Rona Fairhead
Chairman
Committee membership
N
Date of appointment
November 2020
Skills, experience and contribution
Rona brings a tremendous range of commercial and strategic experience to the Company.
Rona's strong understanding of UK corporate governance and her extensive experience in digital transformation and international expansion provide the Board with strong and valuable leadership
to deliver long-term sustainable value for all our stakeholders. Previous roles have included chair of the BBC Trust, Minister of State in the UK Department for
International Trade, non-executive
director of HSBC Holdings plc and PepsiCo, Inc. and chair and chief executive officer of Financial Times Group.
Current external roles
Non-executive director of
Oracle Corporation
Member of the House of Lords
Member of the International Advisory Council of Hong Kong Exchanges & Clearing Limited
Senior independent director of
CVC Capital Partners plc
Simon Pryce
Chief Executive Officer1
Committee membership
D
Date of appointment
September 20161
Skills, experience and contribution
Simon is a highly experienced leader of customer-focused, global industrial manufacturing and service businesses. He has a strong track record of driving results and delivering excellent stakeholder outcomes through enhanced performance and the effective execution of organic and inorganic growth strategies.
Previous roles include chief executive officer of Ultra Electronics Holdings plc, group chief executive of BBA Aviation plc and a range
of international finance and management roles at GKN plc, JP Morgan and Lazards. He is also currently a non-executive director of Smiths Group plc.
Current external roles
Non-executive director of
Smiths Group plc
Kate Ringrose
Chief Financial Officer
Committee membership
D
Date of appointment
October 2023
Skills, experience and contribution
Kate has extensive experience of successfully leading the finance function in a FTSE 100 company. She has a proven track record in driving business transformation, improving business resilience, leading operational excellence and accelerating strategic growth. Kate is a chartered accountant and trained with KPMG in South Africa. Previously, Kate had a successful 18-year career at Centrica plc where she held various senior roles in energy supply, service solutions, trading and financial operations. Her most recent role was group CFO.
Current external roles
None
David Sleath, OBE
Senior Independent Director
Committee membership
N A R
Date of appointment
June 2019
Skills, experience and contribution
David brings a wealth of experience to the Board, including valuable insight into the dynamics of
service-led business models, having been the senior independent director of Bunzl plc. As serving chief executive officer, and previously chief financial officer,
of SEGRO plc, David has strong financial, real estate, manufacturing and distribution experience. He also brings to the Board in-depth financial, strategic and governance experience, which are essential
to his role as Senior Independent Director. David has also previously served as president of the British Property Federation and group finance director of Wagon plc.
Current external roles
Chief executive officer of SEGRO plc
Alex Baldock Independent Non-Executive Director
Committee membership
A R
Date of appointment
September 2021
Skills, experience and contribution
Alex has extensive experience in digital transformation, accelerating omni-channel
growth and embedding customer focus, evidenced through his successful transformation of Currys plc. Alex was previously chief executive officer of Shop Direct, now the Very Group, where he led the business's digital transformation from a catalogue retailer to the UK's second
largest e-commerce pureplay and through four consecutive years of record growth in sales, profits, customer satisfaction and colleague engagement.
Current external roles
Group chief executive of
Currys plc
Joined in September 2016 as Non-Executive Director. Appointed as CEO on
A
R
D
3 April 2023.
N
Members as at 20 May 2025:
Nomination Committee
Audit Committee
Remuneration Committee
Disclosure Committee
Committee ChairSTRATEGIC REPORT
GOVERNANCE REPORT
RS Group plc
81
FINANCIAL STATEMENTS OTHER INFORMATION Annual Report and Accounts 2025
Board of Directors continued
Louisa Burdett Independent Non-Executive Director
Committee membership
N A R
Date of appointment
February 2017
Skills, experience and contribution
Louisa brings a wealth of financial, commercial, M&A and risk management experience to the role of Non-Executive Director and Chair of the Audit Committee. Louisa is
a chartered accountant and has held senior financial positions in industrial, manufacturing, publishing and pharmaceutical
companies. Louisa was previously the chief financial officer of Croda International plc and Meggitt plc, group finance director of Victrex plc, and chief financial officer of Optos plc and the Financial Times Group.
Current external roles
Chief financial officer of Spirax
Group plc
Carole Cran
Independent Non-Executive Director
Committee membership
A
Date of appointment
December 2024
Skills, experience and contribution
Carole has extensive financial experience and a strong focus on governance and risk. Carole is chief financial officer of Halma plc, having previously served as independent non-executive director. Previously, Carole held the position of chief commercial officer and finance officer of Forth Ports Limited
until November 2024, prior to which she held the position of chief financial officer of Aggreko plc until December 2017 and a number of senior finance roles within that group. She also held senior financial positions at BAE Systems plc. Carole commenced her career in the audit division of KPMG where she qualified as a Chartered Accountant.
Current external roles
Chief financial officer of
Halma plc
Bessie Lee
Independent Non-Executive Director
Committee membership
N
Date of appointment
March 2019
Skills, experience and contribution
Bessie has extensive strategic experience in digital marketing technology and media knowledge, principally in Greater China.
She has in-depth experience in the world of eCommerce and digital media. She is a frequent media commentator, blogger and international speaker. Bessie has more than 30 years' experience in
the media communications industry in Greater China. Her previous roles include chief executive officer of JLL Greater China, Mindshare, GroupM and WPP in China.
Current external roles
Chief executive officer
of Withinlink
Governor of University of the
Arts London
Miles Roberts Independent Non-Executive Director
Committee membership
N A R
Date of appointment
March 2025
Skills, experience and contribution
Miles has extensive financial and operational experience, particularly within international manufacturing industries. Miles brings a wide
level of board experience, together with specific experience of large, long-term capital projects, alongside a particular focus on sustainability. Miles was group chief executive of DS Smith Plc from 2010 until the company was taken over by International Paper in January 2025. He is currently acting as an advisor to DS Smith Limited and International Paper subsequent to that takeover. He was previously chief executive of McBride plc, having joined as its group finance director and has held non-executive positions at Aggreko plc and Poundland Group plc. Miles became a qualified chartered accountant after an early career in engineering.
Current external roles
Non-executive director of Land Securities Group PLC
A
R
D
Advisor to DS Smith Limited and International Paper
Joan Wainwright Independent Non-Executive Director
Committee membership
N R
Date of appointment
November 2019
Skills, experience and contribution
Joan has extensive experience in distribution, transforming digital platforms to generate revenue growth and leading customer experience programmes that drive measurable improvements. Her extensive knowledge of customer experience aligns with the Company's vision and she provides a strong insight into the customer dynamic in the US. Joan's previous roles include president, channel and customer experience at TE Connectivity Ltd, vice president, public affairs at Merck
& Co, and deputy commissioner of communications at the US Social Security Administration.
Current external roles
Director of NJM Insurance Group
Member of the global advisory council of ServiceNow
Clare Underwood Chief of Corporate Services and Company Secretary
Date of appointment
March 2022
Skills, experience and contribution
Clare brings a wealth of FTSE 100 governance experience to support the Board in effective governance.
The skills and knowledge from her previous roles at John Laing Group plc and Cable and Wireless Communications plc enable her to provide first-class company secretarial advice and support.
Clare is a member of the ExCo and leads the Corporate Services team, one of our enabling functions which serves the Group as centres of excellence in shared business
services, indirect procurement, ESG, health and safety, legal, governance and compliance. Clare is also executive sponsor for our ERG, Elevate.
Other Directors who served during the year
Navneet Kapoor stepped down from the Board on 31 December 2024.
N
Members as at 20 May 2025:
Nomination Committee
Audit Committee
Remuneration Committee
Disclosure Committee
STRATEGIC REPORT
GOVERNANCE REPORT
RS Group plc
82
FINANCIAL STATEMENTS OTHER INFORMATION Annual Report and Accounts 2025
Female
6
GOVERNANCE AT A GLANCEBOARD COMPOSITION
As at 31 March 2025
Gender
Ethnicity
Male
4
Non-ethnic minority 9
Ethnic minority
1
Nationality
British
7
Chinese 1
American 1
British and South African 1
SKILLS, EXPERIENCE AND KNOWLEDGE OF OUR BOARD
Summary of the skills, experience and knowledge held by our Directors.
Digital 70%
M&A 70%
ESG 80%
Strategy 80%
International Operations 100%
Distribution 50%
Emerging Markets 40%
Service Industry 80%
Finance
70%
Technology 60%
Supply Chain 50%
Customers 70%
Independence
Independent 6
Executive
2
Non-Executive
Chairman 1
Director 1
Board tenure
Years
0-3 years
3
3-6 years 5
6+ years
2
Age of Directors
45-54
2
55-64
8
Years
Director | Board | Nomination | Audit | Remuneration |
Rona Fairhead | 7/7 | 4/4 | - | - |
Simon Pryce | 7/7 | - | - | - |
Kate Ringrose | 7/7 | - | - | - |
Alex Baldock¹ | 7/7 | - | 3/4 | 5/6 |
Louisa Burdett2 | 6/7 | 4/4 | 3/4 | 4/6 |
Carole Cran3 | 3/3 | - | 1/1 | - |
Navneet Kapoor4 | 5/5 | 2/3 | 3/3 | - |
Bessie Lee | 7/7 | 4/4 | - | - |
BOARD AND COMMITTEE MEETING ATTENDANCE
1The FTSE Women Leaders Review 2025
STJoint first in the FTSE 250
Miles Roberts5 1/1 1/1 0/0 1/1 David Sleath 7/7 4/4 4/4 6/6 Joan Wainwright 7/7 4/4 - 6/6
Alex Baldock was unable to attend one Audit and Remuneration Committee meeting due to a prior engagement.
Louisa Burdett was unable to
attend one Board, Audit and
ad-hoc Remuneration Committee meeting due to illness and
one ad-hoc Remuneration Committee meeting due to a prior engagement.
Carole Cran joined the Board on
1 December 2024.
Navneet Kapoor was unable to attend one Nomination Committee meeting due to travel disruption.
Navneet stepped down from the Board with effect from 31 December 2024.
Miles Roberts joined the Board on 1 March 2025.
STRATEGIC REPORT
GOVERNANCE REPORT
RS Group plc
83
FINANCIAL STATEMENTS OTHER INFORMATION Annual Report and Accounts 2025
OUR GOVERNANCE FRAMEWORKCASE STUDY
ALIGNING OUR PURPOSE, VISION, VALUES AND STRATEGY FOR LONG-TERM- An update on the embedding of the people plan which highlighted the key initiatives which will support our strategic actions and cultural evolution. See page 17 for further information.
Our governance framework underpins and supports robust governance across the Group aimed at ensuring efficient decision making and clear division of responsibilities.
The Board's principal responsibility is to promote and assess the long-term sustainable success of the Group as a whole, generating value for shareholders and contributing to
the wider society. The Board is accountable to stakeholders for the Group's financial and operational performance and is responsible for taking material strategic decisions and
providing oversight across the Group. The Board aims to lead with integrity and in a sustainable, commercial manner to ensure value is created for all the Group's stakeholders. The Board also provides guidance and challenge to Executive Directors and senior leaders within a robust governance framework to ensure that this leadership is delivered effectively.
The Board is responsible for ensuring that the strategic objectives are supported and adequately resourced to help ensure the long-term success of the Group, realisation of its strategy, and to monitor the effective
deployment of those resources. The Group's risk management framework supports the strategic actions of the Group, with controls to help mitigate identified risks. The Board regularly reviews the internal controls and overall risk management framework, with support from
the Audit Committee. Full details of the risk management framework can be found on pages 36 to 44.
The Board is supported by its Committees, which make decisions and recommendations on matters delegated to them by the Board.
This enables the Board to spend time on key strategic matters. Each Committee comprises Non-Executive Directors only and has an experienced Chair. Regular updates are provided to the Board by the Committee Chairs as well
as by the Chairman of the Board, the CEO and CFO. Each Committee of the Board has provided reports on how they have discharged their responsibilities and details of their activities during the year, which can be found on pages 93 to 131.
The key topics the Board has focused on this year, as well as those it plans to assess for the coming year, are set out on page 79.
In addition to the Committees of the Board, the ExCo is responsible for making effective decisions that keep the Group focused on the right priorities, accelerate realisation of our strategy, drive performance and ensure we develop and maintain a diverse, supportive and inclusive culture where our people are
empowered within a clear framework. The ExCo supports the CEO in exercising his authority in relation to material matters having strategic, cross-business or Group-wide implications and oversight of the day-to-day management of
the Company's business. The members of the ExCo are the CEO, CFO, the Presidents for EMEA, Americas and Asia Pacific, Chief of Product and Supply Chain, Chief of Customer Experience, Chief of Corporate Services and Company Secretary, Chief People Officer (CPO) and Chief Information Officer. The ExCo has representation from each of the regions, both accelerator
and enabling functions and brings the voice of customers, suppliers, solutions and technology to the decision-making process.
VALUETo achieve the long-term sustainable value generation of the Group, the Board has continued to work closely with the ExCo on the Group's purpose of making amazing happen for a better world.
Following the refinement of the strategy during 2023/24, the Board has maintained oversight of the Group's strategic focus and better prioritisation which, in turn, will help enable enhanced execution at greater pace.
The Board recognises the importance of ensuring alignment between purpose, vision, values and strategy to accelerate successful delivery. As part of the strategic review that took place during 2023/24, our purpose and new set of Group-wide values continue to be embedded across the Group. During the year, activities conducted by the Board to assess and monitor the culture have included:
Bessie Lee and Joan Wainwright (as our designated Directors for employee
engagement) met with a number of our ERG chairs in January 2025 and employee representatives from the Corby and Nuneaton, UK DCs and London, UK office in
March 2025. Bessie also visited the Shanghai, China office in April 2024. During the meetings a number of issues were raised including working conditions, resources, technology, remuneration and benefits for the wider workforce. In-depth feedback was then provided to the Board following these engagements, with outcomes being shared with relevant management teams.
Deep-dive strategic updates from each of our regions, accelerator and enabling functions, in addition to regular updates from the CEO to each Board meeting, providing feedback arising from touchpoints such as town hall events and pulse surveys.
STRATEGIC REPORT
GOVERNANCE REPORT
RS Group plc
84
FINANCIAL STATEMENTS OTHER INFORMATION Annual Report and Accounts 2025
Our Governance Framework continued
THE BOARD
Chairman: Rona Fairhead
The Board is responsible for the oversight of the purpose, vision, strategy and values for the Group, ensuring the culture is
aligned, and promoting the long-term sustainable success of the Company for the benefit of our members and stakeholders.
The Board discharges some of its responsibilities directly or has delegated authority to its Committees.
DISCLOSURE COMMITTEE
Chair: Simon Pryce
Reviews procedures, systems and controls for identification
and treatment of inside information
Reviews regulatory announcements, shareholder circulars, prospectuses etc, before release
Considers materiality of variances between performance
and forecasts
REMUNERATION COMMITTEE
Chair: Joan Wainwright
Agrees the Remuneration Policy for Executive Directors and remuneration structure for the ExCo
Oversees ExCo and Group
workforce remuneration
Approves the design and targets for incentive plans
+ See pages 104 to 131 for further details
AUDIT COMMITTEE
Chair: Louisa Burdett
Monitors integrity of financial statements and announcements
Reviews the Group's internal financial controls and internal control and risk management systems
Monitors the internal audit function
Manages the
external Auditors
+ See pages 97 to 103 for further details
NOMINATION COMMITTEE
Chair: Rona Fairhead
Reviews the structure, skills, knowledge, experience and diversity of the Board
Identifies and nominates, for approval by the Board, candidates to fill Director positions
Leads succession
planning for Non-Executive and Executive Directors and has oversight of succession planning
for the ExCo
+ See pages 93 to 96 for further details
Our Strategic Report on pages 1 to 77 demonstrates how the business considers and engages with the Company's key stakeholders: our people, customers, suppliers, communities and shareholders. The following pages of the Governance Report sets out how the Board works and the areas of focus for the Board during the year, how these relate to our strategic aims and, where appropriate, how our stakeholders have been considered.
The Board delegates the day-to-day operational decision making of the business to the CEO and CFO with support from the ExCo and their teams. The Board recognises, however, that doing so does not absolve it of its accountabilities to the Group's stakeholders and the need to reinforce and support the ExCo's decisions by setting the tone from the top. The Board must consider
the needs of, and impacts of its decisions, on all stakeholders as well as the consequences of its decisions in the long term. The Board recognises that, when making decisions, it will sometimes have to consider the competing interests of stakeholders and that it may not always be possible to deliver an outcome that is welcomed by all stakeholders. In these situations, the Board is guided by the need to consider the
long-term sustainability of the business.
As part of our ESG governance, the Board has close oversight of our ESG action plan and is provided with frequent updates on its performance. For further details on ESG governance see pages 64 to 67.
In order to facilitate an effective working relationship between the Board and ExCo,
the Board receives regular updates and detailed reviews from the ExCo throughout the year.
EXECUTIVE COMMITTEE (EXCO)
Chair: Simon Pryce
Assisting the CEO in exercising his authority in relation to all matters affecting the operations,
performance and strategy, with input from regional, accelerator and enabling functions.
STRATEGIC REPORT
GOVERNANCE REPORT
RS Group plc
85
FINANCIAL STATEMENTS OTHER INFORMATION Annual Report and Accounts 2025
Our Governance Framework continued
Division of responsibilities
There is a clear division of responsibilities between the leadership of the Board and the executive leadership of the Group. The responsibilities of the Chairman, CEO, CFO, Senior Independent Director, Board and Committees are agreed by the Board. See pages 83 and 84 for the overall governance framework and below for a summary of the division of responsibilities. Full details can be found at rsgroup.com
Chairman | |
Rona Fairhead |
|
Executive Directors | |
Simon Pryce (CEO) |
|
Kate Ringrose (CFO) |
|
Senior Independent Director | |
David Sleath |
|
Non-Executive Directors | |
Alex Baldock Louisa Burdett Carole Cran Bessie Lee Miles Roberts Joan Wainwright |
and controls |
Company Secretary | |
Clare Underwood |
|
Position Responsibilities
Meetings during the year
The Board held a combination of in-person and virtual meetings during 2024/25 and a breakdown of attendance is shown in the table on page 82. No additional ad-hoc meetings were held in addition to the seven scheduled Board meetings.
There may be instances during the year where a Director is unable to attend a meeting. If this is the case, they are provided with all the meeting information and have the opportunity to discuss their feedback with the Chairman or Company Secretary to ensure their contributions are raised at the meeting.
During the year, the Chairman held a number of meetings with the Non-Executive Directors without the Executive Directors being present. The Non-Executive Directors also met without the Chairman to discuss the Chairman's performance.
The Chairman and the Committee Chairs ensure Board and Committee meetings are structured to facilitate open discussion, debate and challenge. As part of the annual Board evaluation process, the functioning of the Board and each of its Committees are reviewed and
considered by the Board as a whole. The findings of the review are used to establish an ongoing programme of actions to improve effectiveness of both the Board and the Committees.
Further information on this can be found on
pages 89 and 90.
Matters reserved for the board All matters that have a material impact upon the Group are reserved for the Board and are formally set out in a schedule which can be found on our website at:
rsgroup.com/investors/governance/ governance-framework
STRATEGIC REPORT
GOVERNANCE REPORT
RS Group plc
86
FINANCIAL STATEMENTS OTHER INFORMATION Annual Report and Accounts 2025
BOARD ACTIVITIES DURING THE YEAR JULY 2024Strategy
Update from Asia Pacific team highlighted business performance, market conditions and trends and progress against strategic plan. Customers, suppliers and our people were considered as part of the discussions
Strategic update from the Customer Experience team provided an overview of progress against the strategy and
enabled a discussion around the identified opportunities and execution plan
Strategic update from the H&S team provided the Board with an overview of the strengthened approach to H&S to better reflect the operating model implemented across the Group
Governance
Review of the schedule of matters reserved
The Annual General Meeting (AGM) was held. Shareholders had the opportunity to attend, vote and raise questions directly to the Board
MAY 2024
Strategy
- Update from EMEA team highlighted
business performance, market conditions
The Board is responsible for the overall leadership of the Group and, throughout 2024/25, Board activities and discussions continued to focus on the Company's strategic priorities.
The following pages outline some of the key topics reviewed, monitored, considered and discussed by the Board. Before the start of each year, the Board and each of its Committees consider and review a calendar of events and agenda items for the year ahead. As part of
our governance framework and in response to feedback received as part of the Board evaluation process, key strategic items are identified and scheduled throughout the year. The Chairman, with assistance from the CEO,
CFO and Company Secretary, agrees the agenda for each Board meeting. This process ensures that sufficient time is being set aside for strategic discussions and business critical items, whilst including regular standing items, such as reports on trading and financial performance and routine reporting or compliance requirements.
A timeline is provided over the following pages detailing the key activities of the Board during the year. The Board and its Committees received regular updates on various aspects of the business. A typical Board meeting will comprise the following elements:
Verbal updates from the Chairs of the Board Committees on the proceedings of those meetings, including the key discussion points and particular matters to bring to the Board's attention.
Update reports from the CEO and CFO providing an overview of operational and financial performance since the last meeting.
Strategic deep dives provided by each of the regional teams, accelerator and enabling functions. These provide insight into risks and
opportunities, impacts on stakeholders and progress against the strategic plan to provide key discussion points for the Board. Details of key topics considered during the year can be found in our Section 172 Statement on page 77.
Updates regarding our acquisition pipeline, health and safety (H&S) performance and investor relations.
Feedback from any employee engagement sessions or surveys and updates on shareholder engagement and activities.
Legal and governance updates, including: regular updates in respect of the Speak Up service, fraud, data protection, and approval of the Anti-Slavery and Human Trafficking Statement, along with any regulatory changes.
On the evening before most scheduled Board meetings, all the Non-Executive Directors meet either by themselves, or together with the entire Board and Company Secretary, or with members of the ExCo. This time is important for the Board members to further build a rapport with each other and enhance Board effectiveness, share external views and consider issues impacting the Company in a more informal environment, resulting in better Board dynamics and
decision making.
Net zero and climate transition plan sessions were delivered to the Board, highlighting strategic planning, performance monitoring and climate education and skills development.
Key themes and observations from employee engagement sessions held in the UK and China during the year were around the embedding of the values, working conditions, IT infrastructure, strategic prioritisation, macroeconomic pressures and clarity of communications
and processes.
and trends and progress against strategic plan. Customers, suppliers and our people were considered as part of the discussions
Finance and risk
Approval of year-end results included consideration of viability and
going concern
Approval of payment of final dividend, subject to shareholder approval in July. Multiple stakeholders were considered, including impact on employees and their remuneration and working conditions, customer and supplier propositions, acquisitions and our shareholder base
Discussion and approval of the
2024/25 budget
Approval of appointment of external Auditors, subject to shareholder approval in July
Approval of the Group's risk register and appetite
People and culture
Bessie provided feedback from the employee engagement session held in April at the Shanghai, China office.
Further details can be found on page 88
ESG
2023/24 end of year ESG performance
and reporting
Reviewed and approved the TCFD statement contained within the Annual Report and Accounts
Governance
Evaluation of all provisions of the Code to review compliance for the year ended 31 March 2024
Reviewed and approved the revised Modern Slavery Statement
STRATEGIC REPORT
GOVERNANCE REPORT
RS Group plc
87
FINANCIAL STATEMENTS OTHER INFORMATION Annual Report and Accounts 2025
Board activities during the year continued
SEPTEMBER 2024Strategy
The Group Chief Information Officer, who joined earlier in the year, provided their first impressions on the technology landscape of the Group, including the
current state, identified opportunities and actions required to ensure the Group's technology and information infrastructure continues to meet the requirements of the developing business
People and culture
A strategic update was provided regarding the people plan. This included an update on key initiatives and progress against
the plan. All elements of the people plan were discussed, including culture, reward, diversity and inclusion and engagement
Finance and risk
An investor event took place, at which the RS Team provided our shareholders and potential investors with a detailed update regarding our investment proposition, what makes us different and our strategic action plan. See page 9 for further details
NOVEMBER 2024Strategy
Update from Americas team highlighted business performance, market conditions and trends and progress against strategic plan. Customers, suppliers and our people were considered as part of the discussions
Finance and risk
Approval of the half-year results included consideration of going concern
Approval of payment of an interim dividend which was paid to shareholders in January 2025
The Board reviewed the principal risks of the Group and considered the half-year risk statement. Further information regarding the Group's principal and emerging risks can be found on pages 38 to 42
Governance
The Group's Speak Up policy was considered and approved by the Board
DECEMBER 2024Finance and risk
An update was provided regarding the Group's pension scheme and strategic options ahead of the 2025 statutory triennial valuation
Governance
The Board reviewed the actions against the recommendation arising from the prior year's Board evaluation
The Non-Executive Director fees for 2025/26 were considered
Finance and risk
The 2025/26 annual budget was
considered and approved by the Board
The Board undertook a review of the Group's principal risks as at March 2025. After consideration, the Group risk appetite statement, including details of the principal risks, was approved
People and culture
Bessie and Joan provided feedback from the employee engagement session
held before the Board meeting with representatives from the Nuneaton and Corby DCs and London, UK office
The feedback was discussed and shared with senior management to ensure actions were identified
Governance
The Nomination Committee considered the findings of the internal Board evaluation process and discussed the key recommendations arising from it. See pages 89 and 90 for full details
Strategy
The annual Group strategy session was held. This provided an opportunity to discuss key elements such as market environment, progress against the
five-year plan and further actions required to help ensure successful implementation of the plan. Each of the three business regions and accelerator functions presented their strategic updates
Finance and risk
An update on the tax strategy and an overview of the key tax-related governance controls was presented
to the Board. The Board approved the
tax strategy
ESG
The Board received an update on ESG performance against our 2030 ESG action plan, along with an overview of net zero progress, including proposed 2030 packaging and transport targets. The refreshed double materiality results were also presented
People and culture
Bessie and Joan provided feedback from the employee engagement session held before the Board meeting with a number of the chairs of the ERGs. The feedback was discussed and shared with senior management to ensure actions
were identified
STRATEGIC REPORT
BOARDGOVERNANCE REPORT
RS Group plc
88
FINANCIAL STATEMENTS OTHER INFORMATION Annual Report and Accounts 2025
APRIL 2024
Employee engagement
In April 2024, Bessie Lee visited the Shanghai, China office to meet with the RS team. This was Bessie's second visit to the Shanghai office and first since COVID-19 restrictions were lifted. The visit provided a comprehensive overview of the business and comprised of:
A tour of the office with members of the
local management team
Introductory meetings and lunch with the local management team
A townhall with all employees
An employee round table with 10 employee representatives
During the town hall, an overview of financial performance of the Group was provided, along with updating the team on the
vision, strategic priorities and new values. A presentation of the growth strategy,
focusing on data insights and a data-backed strategy was also given. The round table session provided a more intimate setting, with 10 colleagues who represented various divisions and functions. Discussions were held around adoption of new technologies and potential in electric vehicles, AI, data storage and alternative energy.
DECEMBER 2024 - ENGAGEMENT DURING
THE YEAR
Bessie was also given a demonstration of a newly installed live streaming studio which had been established in the office in order to respond to a new method of promoting products and services within China. At the time of the visit, there had been five live streaming sessions, one of which was a continuous live streaming for five hours which had generated c. 20 million views (as at April 2024). These sessions had been well received by both customers and the China team.
The visit concluded with a debrief with members of the local management team to discuss key feedback and actions.
The general feedback from the town hall and round table sessions was positive. Key themes raised were around the local market and opportunities, improvements in supply chain and technology, new media and use of AI. The launch of the new values during 2023/24 had been well received and feedback confirmed that the values had resonated well with the team. The local management team was newly formed and were keen to take advantage
of the potential in the market and drive the business forward. A detailed summary of the visit was provided to the Board at the May 2024 meeting and shared with the Asia Pacific leadership team.
APRIL 2025Shareholder engagement
An extensive programme of meetings with our major shareholders took place between December 2024 and April 2025 to discuss the proposed 2025 Directors' Remuneration Policy (the Policy). The first phase of this comprised initial meetings between Joan Wainwright, the Remuneration Committee Chair, the Company Secretary, the CPO and Vice President, Investor Relations with our top four shareholders who represented
c. 36% of our share register. All were appreciative of the proactive engagement, the quality of the materials provided and the opportunity to provide feedback on the key elements of the proposed framework.
As part of the second phase of engagement, the revised Policy was shared with the remaining top 30 shareholders (representing just under 50% of our share register) along with voting agencies and meetings offered to discuss the proposals. Meetings were held with a total of 14 shareholders, ISS, Glass Lewis and The Investment Association. Feedback from these meetings was considered and informed the Remuneration Committee's approach. See page 110 for further details.
3employee engagement
sessions held during the year
c. 86%of our share register engaged with
regarding the Policy
STRATEGIC REPORT
GOVERNANCE REPORT
RS Group plc
89
FINANCIAL STATEMENTS OTHER INFORMATION Annual Report and Accounts 2025
BOARD EVALUATIONBoard evaluations provide invaluable insight and objectivity to the Directors and the Committees, which in turn enables the Board to improve its leadership, effectiveness and focus. Examining each Director's role and their corresponding responsibilities within the
overall Board dynamic encourages collaborative decision making and strategic clarity.
The Board reflects on its performance and effectiveness annually. During 2024/25, the Board conducted an internal evaluation following the previous internal evaluation in 2023/24. The scope of the evaluation
included the Board and its Committees, along with performance of the Chairman, Senior Independent Director and Company Secretary.
The Chairman worked with the Company Secretary to devise the questionnaires, which were circulated to the Board members, the external Auditors and Remuneration Committee advisor. The questionnaires were supplemented with interviews between the Chairman and
each member of the Board and the Company Secretary. The Senior Independent Director met with each of the Non-Executive Directors to review the Chairman's performance and the feedback was subsequently shared with the Chairman. The results of the evaluation were assessed and discussed at the March 2025 Board meeting, following which the Board confirmed its view that the Board continues
to operate effectively within an inclusive and
transparent environment.
Overall, there were positive improvements
in the quality of discussions and papers, in particular, the strategy session in January 2025 provided a clear articulation of the Group's strategic direction.
The outcomes from the 2024/25 Board evaluation are as follows:
Key recommendations Actions agreed
Strategic discussions | |
- More time was requested to allow in-depth discussions regarding strategy along with further details around developing areas such as AI and technology |
horizon scanning |
Board meetings | |
- In addition to regular Board meetings, market visits were seen as a vital element of the Board's activities and would be built into the Board's annual calendar | - It was agreed that market visits should form a key part of the annual meeting cycle as they provide valuable insight into the business. It was noted that the next site visit would take place in September 2025, with a further site visit planned for 2026. Annual site visits would be built into future annual calendars |
Training and development | |
| - In addition to the deep dives (above), further training would be investigated in respect of digital, machine learning, geopolitical tension and global portfolio management |
Succession planning | |
- Executive Director and ExCo succession planning was identified as an area of key focus for the Nomination Committee for 2025/26 | - Regular succession planning updates have been built into the Nomination Committee forward agenda for 2025/26 to maintain focus on this topic |
STRATEGIC REPORT
GOVERNANCE REPORT
RS Group plc
90
FINANCIAL STATEMENTS OTHER INFORMATION Annual Report and Accounts 2025
Board evaluation continued
Progress against the 2023/24 Board evaluation
A summary of the Board's progress against the actions from the 2023/24 evaluation is set out below.
Key recommendations Actions agreed Progress against actions
Succession planning and talent management | ||
- Succession planning was a key topic raised by the Board in the review. It was acknowledged that focus was required over the coming year to ensure that the Group has the right pipeline of future leaders |
|
|
Strategy | ||
| - Following the strategy session in January 2024, the forward agenda of strategic items has been developed and was considered by the Board in March 2024. This will be built into Board agendas for the coming year to help ensure appropriate market and strategic information is included within the regional performance discussions |
|
Board process | ||
| - A more strategically focused, forward looking agenda has now been adopted and this will be kept under review by the Chairman, Executive Directors and the Company Secretary |
This has enabled more time for in-depth discussion and challenge within the meetings |
STRATEGIC REPORT
GOVERNANCE REPORT
RS Group plc
91
FINANCIAL STATEMENTS OTHER INFORMATION Annual Report and Accounts 2025
Board appointments, time commitments and development
Appointments and time commitments
The Chairman, Senior Independent Director and other Non-Executive Directors each have letters of appointment with RS Group plc and neither serve, nor are employed in any capacity, by the Group.
Non-Executive Directors are generally appointed for three-year fixed terms; however, in line with what is considered good governance practice,
all Directors are proposed for annual re-election (or election if newly appointed) by shareholders at the AGM, where letters of appointment for each Non-Executive Director are available for inspection. Each Non-Executive Director is subject to a rigorous review at the anniversary of each three-year term to ensure they are still independent and have sufficient time to dedicate to the role and evaluate their contribution to
the Board.
As illustrated on page 82, the Board has a diverse and appropriate range of skills and experience and works effectively in its role.
The expectation regarding time commitment for Board members to discharge their duties effectively is set out in the Directors' letters of appointment. The external commitments of our Directors are kept under review to ensure they have the time to contribute effectively to the activities of the Board and its Committees throughout the year. Any additional external appointment taken on by a Director must be
approved by the Chairman prior to appointment,
to ensure that the Director's ability to meet the required time commitments to the Group is maintained. During the year, Simon Pryce informed the Board of his intention to take on the role of non-executive director of Smiths Group plc.
The Board considered the time commitment and potential conflicts of interest involved and was satisfied that he would continue to have sufficient time to commit to his role as CEO and to the RS Board.
The Board, following the annual evaluation process, also considers whether each Director performs effectively and demonstrates their commitment to the role. The Board recommends that all Directors be re-elected and Carole Cran and Miles Roberts be elected at this year's AGM.
As recommended by the Code, the Executive Directors who held roles during the year
did not hold more than one non-executive directorship in a FTSE 100 company or any other significant appointments.
Training and induction
As part of the Board's continuous development,
the Directors receive regular updates from the Company Secretary as well as a schedule of externally available briefings and training sessions. External training includes facilitated
events, forum discussions and seminars related to the listed company environment, many of which were offered virtually. In 2024/25, the Board undertook deep dives into each of our three accelerator functions: Solutions and Services, Customer Experience and Product and Supply Chain, with each of the three regions providing deep dives into their region's culture, business performance and market trends.
The Board also received deep dive insight from our enabling functions: Technology (including AI), Global Shared Business Services, H&S,
People and Finance. These sessions served as an opportunity for the Board to gain further insight into our operating model and management capability.
The Company Secretary is available to all Directors whenever needed and ensures that both Directors and Committees have access to independent professional advice (at the Group's expense) if they deem it necessary to carry out their role effectively.
Following the appointment of any new Director, the Chairman and Company Secretary ensure that a customised induction to the Company and the role of the Board is made available.
CASE STUDY
TAKING TIME TO BRING CAROLE AND MILES ON BOARDBoth Carole and Miles commenced their induction programme in advance of their appointment dates, by meeting fellow Board members and the ExCo in order to provide an overview of the Group strategy, culture, purpose, values and operations.
Meetings were also held with key members of the senior management team who gave valuable insight into aspects such as our
operating model with overviews of our regional performance, each of our accelerator and enabling functions, our ESG action plan, RS PRO, delivery and execution, and key elements of the finance operations.
Both Carole and Miles also met with the audit partner, external legal counsel, our brokers and PR agency. In addition to these meetings, site visits have also been conducted to the Corby and Nuneaton, UK DCs to experience the
Group's operations first hand. Further site visits will take place over the course of the next year.
Ahead of joining my first meeting in
D e
ecember, I spent time with each of th
B ,
oard members and the Executive Team understanding our strategic priorities and getting an overview of the business. This was invaluable background for my first meetings. Since joining, I have visited
our operations in Corby and Nuneaton and look forward to seeing more of the Group, gaining a deeper understanding of the business and meeting the broader team. Everyone I have met has been extremely welcoming and open, which I would like to thank them for."
Carole Cran Independent Non-Executive Director
The induction programme is tailored to the individual Director, based on their skills, experience and needs.
New Directors are provided with an induction pack which includes key corporate documents and information relating to the Group, such as the latest Annual Report and Accounts, strategy papers, the five-year plan, M&A pipeline, the internal audit plan and governance documents such as the Articles of Association, Terms of Reference of the Committees and a Directors' responsibilities briefing.
Carole Cran and Miles Roberts joined the Board in December 2024 and March 2025 respectively. Details of their induction can be found below.
STRATEGIC REPORT
GOVERNANCE REPORT
RS Group plc
92
FINANCIAL STATEMENTS OTHER INFORMATION Annual Report and Accounts 2025
Compliance with the UK Corporate Governance Code
COMPLIANCE STATEMENT FOR 2024/25Principles of the Code
Pages Principles of the Code
Pages
Chairman's introduction Our Board
Purpose, values and strategy
Culture
Board stakeholder engagement and decision making
Key performance indicators and strategic performance
4,5 and 79 Our Board
80 and 81 Board leadership and governance framework 2 to 22 Succession planning
5, 6, 12, 17 and 56 to 60 Board evaluation
86 to 88 Diversity
Nomination Committee report
80 and 81
83 to 85
94
89 and 90
82 and 96
93 to 96
24 to 27
Committee reports
Board and Committee meeting attendance
93 to 131
82
Directors' Remuneration report
Other remuneration disclosures
104 to 131
130 and 131
4. Audit, risk and internal controls
3. Composition, succession and evaluation
1. Board leadership and Company purpose
The UK Corporate Governance Code 2018
(the Code) applied to the financial year ended 31 March 2025. The Code is publicly available at frc.org.uk
The Company confirms that it applied the Principles and has complied with the Provisions of the Code during 2024/25.
Application of the Code
Risk assessment | 36 | Audit Committee report | 97 to 103 | |
Risk management | 36 to 44 | Statement of Directors' responsibilities | 135 | |
Rewarding our people | 59 and 130 | Risk management | 36 to 44 | |
Whistleblowing | 66 and 102 | Review of internal controls | 36 to 44 and 100 | |
2. Division of responsibilities | Principal risks and emerging risks | 36 to 44 | ||
Our Board | 80 and 81 | Going concern | 44 and 99 | |
Board leadership and governance framework | 83 to 85 | Viability statement | 43 and 44 | |
Board independence and time commitments 82 and 91 | 5. Remuneration | |||
The Directors' Report is set out in a way that helps shareholders and investors to evaluate how the Company has applied the Principles and complied with the Provisions of the Code during the year. The table to the right signposts the most relevant parts of the Annual Report and Accounts, in particular where supporting information is not in the Directors' report.
STRATEGIC REPORT
GOVERNANCE REPORT
RS Group plc
93
FINANCIAL STATEMENTS OTHER INFORMATION Annual Report and Accounts 2025
NOMINATION COMMITTEE REPORTRona Fairhead Chair of the Nomination Committee
Key highlights
Membership as at 20 May 2025:
Rona Fairhead (Chair)
Louisa Burdett
Bessie Lee
Miles Roberts
David Sleath
Joan Wainwright
Activities during 2024/25
Oversight of Non-Executive Director selection process
Recommendation of new Non-Executive Director appointments to the Board
Enhancement of talent mapping, development and succession planning
Oversight of the Board evaluation process
Review of existing Non-Executive Directors' terms of appointment
Review of Board Diversity and Inclusion (D&I) Policy
Priorities for 2025/26
Continued focus on improving the succession planning process
Overseeing the externally-facilitated Board and Committee evaluation process
Dear shareholder
I am pleased to present the Nomination Committee's (the Committee) report for the year ended 31 March 2025. This section of the Annual Report and Accounts details how the Committee discharged its duties during the year, along with its key activities.
During the year, the Committee concentrated its attention on Non-Executive Director succession planning with a focus on building a high calibre Board. After a rigorous selection process, Carole Cran was appointed Non-Executive Director with effect from 1 December 2024, she is also
a member of the Audit Committee. Carole has extensive financial experience and a strong focus on governance and risk. Carole is chief financial officer of Halma plc, having previously served as a non- executive director.
Following an extensive search, Miles Roberts was also appointed as Non-Executive Director with effect from 1 March 2025, he is also
a member of the Audit, Nomination and Remuneration Committees. Miles joins the Board with broad financial and operational experience and has a strong focus on strategy, risk and sustainability. He is non-executive director of Land Securities Group plc and previously served as chief executive of DS Smith Plc (now Limited). The Committee, along with the rest of the Board, is pleased to welcome both Carole and Miles. Full details of their skills and experience, along with the Non-Executive Director selection process can be found on pages 81 and 94 respectively.
Navneet Kapoor, Non-Executive Director, stepped down from the Board with effect from 31 December 2024 to focus on his executive commitments. The Committee and I would like to thank Navneet for his valuable contribution to RS.
KEY ACTIVITIES DURING THE YEAR
JULSuccession planning for
Non-Executive Director roles
SEPCommenced search for possible Non-Executive Director candidates
Reviewed and approved Alex Baldock's second three-year term as Non-Executive Director
DECSuccession planning for
Non-Executive Director roles
Reviewed and approved Bessie Lee's second three-year term as
Non-Executive Director
MARInternal Board evaluation outcome
Board D&I Policy reviewed
Executive succession planning
Reviewed the Committee Terms of Reference
Reviewed and approved David Sleath's second three-year term as Non-Executive Director
The Committee continued to oversee the Executive succession planning programme. This included a summary of progress undertaken during the year, review of gaps and opportunities and planned actions for the next 12 months to ensure the succession and
development programme continues to evolve to meet the needs of the business.
The Board places great emphasis on benefiting from diversity in its broadest sense. During the year, the Committee recommended an updated Board D&I Policy, which was subsequently adopted by the Board. This sets out the objectives for Board membership in respect of diversity. Further details on the Board D&I Policy can be found on page 95.
An internal Board evaluation was conducted during the year, with the process being overseen by the Committee. The findings from the evaluation were broadly very positive, with some areas of improvement being identified. These will form the basis of an action plan which will be implemented during the course of the year, with oversight from the Committee. The Committee also considered the actions identified from the 2023/24 internal evaluation and monitored progress against these.
Full details of the Board evaluation process, outcomes and previous actions can be found on pages 89 and 90. An external evaluation will be conducted in 2025/26.
Rona Fairhead
Chair of the Nomination Committee 20 May 2025
STRATEGIC REPORT
GOVERNANCE REPORT
RS Group plc
94
FINANCIAL STATEMENTS OTHER INFORMATION Annual Report and Accounts 2025
Nomination Committee report continued
Board changes
With an enhanced focus on Non-Executive Director succession planning throughout the year, rigorous selection processes were conducted for the appointment of two new
Non-Executive Directors - Carole Cran and Miles Roberts. Details of the selection process can be found to the right.
Navneet Kapoor, Non-Executive Director, stepped down from the Board with effect from 31 December 2024 to focus on his executive commitments.
Succession planning
Succession planning, at both Board level and across key senior leadership roles, remained a key focus for the Committee during the year. Nurturing talent is a key enabler to delivering our business strategy and creating a
high-performance, purpose-led culture.
Executive Director succession planning
The Board recognises the importance of robust succession planning to help nurture a diverse pipeline of talent in current and future leaders. The Committee is pleased with the progress that has been made during the last year in respect to executive succession planning.
A more robust process, together with a good balance of bringing in external talent and promoting from within, has enhanced the talent succession pipeline at the ExCo and senior management level.
The succession plans are split between short-term and long-term requirements:
Short-term requirements: for use in unplanned or emergency situations, whereby interim cover on a short-term basis is implemented.
Longer-term requirements: for creating a diverse pipeline of talent within the
organisation by identifying individuals who have potential to step into the role in the next one to five years. Any gaps in experience and knowledge are identified, and a development plan devised and implemented to upskill potential candidates.
Our succession planning process has evolved to strengthen leadership capability, provide greater accountability for developing key talent, drive and monitor more action-orientated outcomes and develop a stronger and more diverse internal pipeline of talent through accelerated development and hiring.
During the year, the ExCo development and succession review was completed which provided essential data points to enable focused development activities for each member of the ExCo. In addition to this, all ExCo roles now have in place a succession plan for the next five years.
There is an annual process whereby all individuals throughout the Group undergo regular performance reviews and are responsible for their own development plans, with oversight and support provided by line managers. In addition to this, an ongoing succession planning process is in place to identify talent and successors to senior leadership roles, and to highlight any potential retention risks. For details of our talent programme, see page 59.
Our succession planning for senior leaders can be split into two tiers: the first for the Executive Director positions, and the second for key senior management roles.
Over the last year, the team has implemented a robust talent policy and process for all senior manager hires which includes an assessment of the candidate against our new leadership framework and competencies. This policy also
Non-Executive Director recruitment process
1Appointment of Russell Reynolds Associates (Russell Reynolds) as non-executive search specialist.
A role profile was developed with input from Russell Reynolds for each non-executive position, including detailing essential skills and experience requirements.
2 3 4A diverse longlist of candidates was produced as a result of a global search conducted by Russell Reynolds, based on the role profile requirements
and market.
Interviews were held with each candidate and Rona Fairhead, Simon Pryce and various
Non-Executive Directors.
Preferred candidates were considered by the Nomination Committee and their appointments recommended
to the Board.
ensures that it is a diverse and inclusive process.
The Committee is pleased to see that, in 2025/26, we will be launching our new Leadership Advantage Programme where c. 100 senior leaders will embark on an 18-month leadership development journey with our selected global business school partner.
The Committee will continue to review and monitor the succession planning process, including performance and talent ratings, to ensure it is effective and appropriate for the Group.
Non-Executive Director succession planning Throughout the year, the Committee continually considered the Board's balance of skills and experience to ensure the overall composition of the Board remains appropriate. This approach also enables the Committee to identify any
skills gaps and to build role profiles quickly when needed. During the year, the Committee commenced the process to recruit additional independent Non-Executive Directors, to ensure the optimum balance of skills and experience on the Board.
Consideration is also given to the
Non-Executive Director tenure. A review process was introduced during the year, whereby those Directors who reach a three or six year anniversary from the date of their
appointment, are considered by the Committee, taking into account length of tenure, time commitments and continued independence.
STRATEGIC REPORT
GOVERNANCE REPORT
RS Group plc
95
FINANCIAL STATEMENTS OTHER INFORMATION Annual Report and Accounts 2025
Nomination Committee report continued
Diversity and inclusion
During the year, the Committee approved an updated Board D&I Policy. This provides
a high-level overview of the Board's approach to driving D&I in our succession planning, selection, nomination, operation and evaluation of the Board. This policy works in conjunction with our wider Group D&I Policy.
Policy statement
We believe in creating an inclusive and engaging environment where everyone is proud and excited to come to work and can perform at their best, develop and thrive. We are proud
to support our people to be their best by building an inclusive workplace that supports everyone, irrespective of ethnicity, disability, socio-economic backgrounds, mental health conditions, neurological divergence, age, religion, sexual orientation or gender identity.
The Board places great emphasis on ensuring
that its membership reflects diversity in its broadest sense. We believe a key driver in delivering our organisational diversity
commitments is through a Board which has a balance of skills, personal and cognitive strengths, experience, independence and knowledge. Consideration is given to the
combination of demographics, skills, experience, ethnicity, age, gender and other relevant personal attributes on the Board to provide the range of perspectives, insights and challenge needed to support good decision making.
New appointments are made on merit, taking account of the specific skills and experience, independence and knowledge needed to ensure a diverse and rounded Board and the benefits each candidate can bring to the overall composition of the Board and its Committees.
Objectives
Objectives for achieving Board diversity are periodically reviewed. The Board aspires to be comprised of:
At least 40% women
At least one of the senior Board positions (Chair, CEO, CFO or Senior Independent Director) is a woman
At least one Director from an ethnically diverse background
The Board acknowledges that in periods of Board change, there may be times when this balance is not maintained. Reflecting these aspirations, the Board will aim to meet any recommendations set out by the FTSE Women Leaders Review (formerly Hampton-Alexander Review) and the Parker Review.
As at 31 March 2025, all of the above targets had been met. The Board is comprised of 60% women and 10% from an ethnically diverse background, with two senior positions held by women.
The Board places high emphasis on ensuring the development of diversity in the senior leadership roles across the Group and supports and oversees the Group's ambition to ensure our team reflects the customers, suppliers and communities we serve.
Currently, this Policy is not applied to Board Committees individually, although we strive to apply similar representation across the
Committees. The Board is comfortable that the diversity of the Board is reflected across the Committee memberships and that this remains an ongoing consideration.
Responsibilities, monitoring and reporting The Chairman of the Board will lead the Board's diversity agenda and set measurable objectives, with the aim of continuously improving D&I generally, ultimately leading to better debate and decision making.
The Board will be expected to role model inclusive language, behaviours and practice in all undertakings for and on behalf of the Group, setting a clear tone from the top.
The Committee is responsible for ensuring that the Board has the right balance of skills, experience and knowledge and, in accordance with its Terms of Reference, shall:
Regularly review Board composition
Monitor and drive succession planning, talent development and the broader aspects of D&I for both Executive Directors and the ExCo
For any Director appointments, work with executive search firms that reflect and understand the Group's values and
approach to diversity, including this Policy, and will honour those values and approach in identifying and proposing suitable candidates for appointment to the Board and its Committees
Identify suitable candidates for appointment to the Board on merit against objective criteria having regard to:
The benefits of diversity in promoting the success of the Group for the benefit of its shareholders as a whole
The skills, experience, background, independence and expertise of current members of the Board and its Committees
Report annually in the Governance Report of the Annual Report and Accounts on
the implementation of the Board D&I Policy and other matters as required by the Code and other regulatory and statutory requirements
Review the Board D&I Policy at least annually and recommend any revisions to the Board
STRATEGIC REPORT
GOVERNANCE REPORT
RS Group plc
96
FINANCIAL STATEMENTS OTHER INFORMATION Annual Report and Accounts 2025
Nomination Committee report continued
Gender and ethnicity representation The Financial Conduct Authority, in its capacity as the UK Listing Authority, introduced rules during 2022 that require listed companies to publish information on gender and ethnic representation on the Board and in executive management roles (Listing Rule UKLR 6.6.6R (9) and (10)). The tables below outline the current gender and ethnic diversity of the Board and our ExCo.
Methodology of data collection
Diversity statistics as at 31 March 2025 Reporting table on gender representation | |||||
Number of senior | |||||
Number | positions on the | ||||
of Board | Percentage | Board (CEO, CFO, | Number of | Percentage | |
members | of the Board | SID and Chair) | ExCo members | of the ExCo | |
Men | 4 | 40% | 2 | 7 | 64% |
Women | 6 | 60% | 2 | 4 | 36% |
Not specified/prefer not to say | 0 | 0 | 0 | 0 | 0% |
Reporting table on ethnicity representation | |||||
Number of senior | |||||
Number | positions on the | ||||
of Board | Percentage | Board (CEO, CFO, | Number of | Percentage | |
members | of the Board | SID and Chair) | ExCo members | of the ExCo | |
White British or other White | 9 | 90% | 4 | 11 | 100% |
(including minority-white groups) | |||||
Mixed/Multiple Ethnic Groups | 0 | 0 | 0 | 0 | 0% |
Asian/Asian British | 1 | 10% | 0 | 0 | 0% |
Black/African/Caribbean/ | 0 | 0 | 0 | 0 | 0% |
Black British | |||||
Other ethnic group | 0 | 0 | 0 | 0 | 0% |
Prefer not to say | 0 | 0 | 0 | 0 | 0% |
Not specified | 0 | 0 | 0 | 0 | 0% |
Data in respect of our senior leaders, including our ExCo, is compiled through our employee database and collected on a self-reporting basis. Data in respect of the Board is collected on a self-reporting basis and agreed directly with the Board members.
Throughout the 2024/25 Annual Report and Accounts, the information we disclose is in accordance with our reporting obligations as a UK registered company listed on the
London Stock Exchange. We continue to keep our policies and procedures under review
to ensure ongoing compliance with the laws and regulations of the jurisdictions in which we operate, including any anti-discrimination regimes as they evolve.
Board evaluation
The Committee, led by the Chairman of the Board, is responsible for overseeing the Board evaluation process. This year, the Board underwent an internal evaluation.
The Committee also considered the remaining actions taken in response to feedback from the previous internal review undertaken in 2023/24 and monitored progress against the agreed actions. Full details of both the evaluation and actions against the previous year's evaluation are provided on pages 89 and 90.
Committee governance
Committee structure and meetings
The Committee is comprised of independent members. Navneet Kapoor stepped down from the Committee in December 2024 and Miles Roberts was appointed to the Committee in March 2025. There were no further changes to the Committee membership during the year.
The Committee held three scheduled meetings during the year and held a further one unscheduled meeting to consider Alex Baldock's second three-year term. Details of attendance at meetings can be found on page 82.
In addition to the members, the regular attendees at the meetings of the Committee have included the CEO, CFO, CPO and the Company Secretary.
The Committee Chair attends the Company's AGM and is happy to answer any questions from shareholders on matters falling within the Committee's responsibilities.
Meetings of the Committee generally take place shortly before Board meetings and activities of the Committee are reported by the Chair to the Board as a separate agenda item.
Committee responsibilities
The Committee's chief responsibilities have not changed during the year. The Committee's Terms of Reference are reviewed formally and approved annually and set out its principal
duties in full, including its authority to carry out its duties. These are available at rsgroup.com
Committee evaluation
As part of the internal evaluation, the Committee examined its own performance and operational effectiveness. The Committee members agreed that the meetings continued to be well run
with appropriate levels of detail presented.
All respondents felt well informed and involved
in the specification and approach to the
Non- Executive Director appointment activity which occurred during the year. As reported on page 89 there was strong feedback in respect of the need to provide further strengthening of succession planning in the coming year.
The overall findings of the evaluation demonstrated that the Committee operated effectively and continues to discharge its duties in line with its Terms of Reference.
STRATEGIC REPORT
GOVERNANCE REPORT
RS Group plc
97
FINANCIAL STATEMENTS OTHER INFORMATION Annual Report and Accounts 2025
REPORT
Louisa Burdett Chair of the Audit Committee
Key highlights
Membership as at 20 May 2025 - Reviewed the Group's ESG reporting
Louisa Burdett (Chair) approach, including the update on its
Alex Baldock climate-related risks and opportunities
Carole Cran in relation to TCFD and preparedness for
Miles Roberts future CSRD alignment
David Sleath - Reviewed the integration of Distrelec and assessed the improvements in the
Activities during 2024/25 effectiveness of its internal control systems
Oversight of the transition from
PricewaterhouseCoopers LLP to Deloitte Priorities for 2025/26
LLP (Deloitte) as new external Auditors from - Monitor the Group's progress on refining 2024/25 and adjusting the material controls to
Reviewed and monitored the Group's comply with the Updated Code, including approach to risk, the risk management ensuring that appropriate procedures are process and its internal control system in place for the detection and prevention
Evaluation of the performance of the of fraud
internal audit function - Continue to prepare for known legislative or
Reviewed the progress in respect of the regulatory changes whilst monitoring any Group's review of internal controls over upcoming legislation and the associated financial reporting (ICFR) impacts on RS Group
Continued to monitor the Group's progress - Continue to focus on principal risks, in the review of the impact assessment including the evolving cybersecurity of the Financial Reporting Council's (FRC) threat landscape
updated UK Corporate Governance Code - Continue to ensure our external Auditors 2024 (the Updated Code) in relation to maintain a high standard of audit quality internal controls, any necessary changes and are sufficiently challenging to
to the Group's ICFR and the extension to management in the course of its work include all material controls - Continue to oversee the preparation for the
new compliance requirements for ongoing ESG reporting
AUDIT COMMITTEE
Dear shareholder
As Chair of the Audit Committee (the Committee), I am pleased to present the Committee's Report for the year ended
31 March 2025. The purpose of this Report is to describe the work undertaken by the
Committee and explain how it has discharged its responsibilities throughout the year.
The Committee's main role is to monitor and review the integrity of the Company's financial information. This includes recommending to the Board whether the Company's Annual Report and Accounts, taken as a whole, is fair, balanced and understandable and whether the assessment of the Group's going concern assumptions and longer-term viability are reasonable. The Committee is also responsible for providing assurance to the Board that the Group's internal controls and risk management systems are fit for purpose and regularly
reviewed, as well as overseeing the effectiveness and independence of the external Auditors, including recommending to the Board the approval of their fees and appointment on an annual basis. Deloitte were appointed as the Company's external Auditors at the 2024 AGM and 2024/25 is their first full year of auditing
the Company.
We continued to see professional, comprehensive and robust work in all areas which has meant that the Committee has been able to discharge its obligations seamlessly throughout the year.
The Committee has continued to focus on the Group's financial reporting, including approving the disclosures in relation to geopolitical uncertainties and climate change, the Group's going concern and viability statements and
the Group's use and definitions of alternative performance measures. The Committee has continued to focus on the key accounting matters set out on pages 99 and 100. All of these matters were conducted to the satisfaction of the Committee.
We continue to monitor the Group's progress on its ICFR programme to strengthen and formalise its financial processes and controls framework. The Director of Controls, who joined the Group in early 2025, will expedite this progress by collaborating with global process owners as part of the Group's Process and Operational Excellence programme. This initiative aims to ensure that all material controls are in place and fully operational, positioning the Group well for compliance with the Updated Code provisions.
The Committee has spent some time understanding all emerging ESG legislation and the related disclosures and reviewed the Group's reporting approach to it, including the
fourth year of reporting the climate-related risks and opportunities in relation to the Group's obligations under TCFD (see pages 68 to 73).
Work has progressed during the year to ensure the Group is well placed to comply with future legislation and pivot to accommodate proposed changes to CSRD, including review of the refreshed double materiality assessment.
As part of its duties, the Committee has continued to review the Group's information security and data protection controls. The Committee also continued to ensure that appropriate procedures were in place for the detection and prevention of fraud and received regular updates relating to the Group's whistleblowing facility, further details of which can be found on page 102.
On behalf of the Committee, I would like to thank our internal audit and finance teams for their contribution over the past year. I would also like to add thanks to Deloitte for their role as Group Auditor and providing a smooth transition from the previous Auditors.
I will be available, as usual, at this year's AGM to answer any shareholder questions in relation to audit matters.
Louisa Burdett
Chair of the Audit Committee 20 May 2025
STRATEGIC REPORT
GOVERNANCE REPORT
RS Group plc
98
FINANCIAL STATEMENTS OTHER INFORMATION Annual Report and Accounts 2025
Audit Committee report continued
FAIR, BALANCED AND UNDERSTANDABLE
The Board is required to confirm to the Company's shareholders that the Annual Report and Accounts, taken as a whole, is fair, balanced and understandable and provides the necessary information and key messages to enable shareholders and other stakeholders to assess the Group and the Company's position, performance, business model and strategy. The Committee advises the Board on whether this confirmation can be made and the Committee assesses whether it can make this recommendation to the Board by following its regular, robust approach which is:
Ensuring regulatory requirements for the Annual Report and Accounts were thoroughly understood.
Reviewing draft copies of the Annual Report and Accounts to assess and advise on direction and key messages, with a near final version provided to the Committee and Board prior to sign-off of the Annual Report and Accounts.
Assessing management's fair, balanced and understandable verification process and reviewing its results. This included a cascaded sign-off across the Group to determine the accuracy, consistency and clarity of the data, information and language.
Reviewing the use and disclosure of alternative performance measures and confirming its belief that separate disclosure of these measures enables readers of the Annual Report and Accounts to understand better the underlying financial and operating performance
of the Group. The alternative performance measures
are consistent with prior years. The definitions and reconciliations of alternative performance measures are set out in Note 3 on pages 154 to 158.
Ensuring that a thorough review of the Annual Report and Accounts was undertaken by all appropriate parties, including external advisors.
The Committee has reviewed the Annual Report and Accounts for the year ended 31 March 2025 and has advised the Board that, in its opinion, the Annual Report and Accounts, taken as a whole, is fair, balanced and understandable and provides the information necessary to assess the Group's position and performance, business model and strategy.
KEY ACTIVITIES DURING THE YEAR
MAYReviewed the year-end key accounting judgements and issues (including tax) and approved their accounting treatment; viability and going concern; and fair, balanced and understandable criteria for recommendation to
the Board
Received a report in respect of the RS Integrated Supply performance and control environment
Reviewed the ESG performance against our 2030 action plan targets, and considered the ESG related disclosures for year end, including the TCFD statement and financial scenario analysis recommendation to the Board
Recommended to the Board for approval the adoption of the Annual Report and Accounts for the year ended 31 March 2024 and the full-year results announcement
Reviewed non-audit fees and the Non-Audit Services Policy and recommended the Non-Audit Services Policy to the Board for approval
Recommended to the Board for approval the
appointment of Deloitte as Auditors for 2024/25
Reviewed updates regarding internal audit reports, information security and quarterly whistleblowing report
Reviewed the Committee's Terms of Reference and recommended adoption to the Board
JULReviewed Group internal audit remit and performance
Quarterly review of non-audit fees completed
Approved Deloitte's audit plan for 2024/25
Received reports from the Data Protection Officer and
quarterly whistleblowing report
Review of internal audit reports
NOVReceived the half-year key accounting judgements and issues (including tax) and approved their accounting treatment; going concern; and fair, balanced and understandable criteria for recommendation to
the Board
Reviewed the draft interim results for recommendation to the Board
Quarterly review of non-audit fees completed
Received an update on the CSRD compliance programme
Reviewed updates regarding internal audit reports and quarterly whistleblowing report
JANReceived the Group internal audit update, reviewed the Group's risk and control assessment and approved the 2025/26 internal audit plan
2024/25 ESG reporting approach agreed, including TCFD actions and disclosure and transition approach to CSRD reporting and compliance roadmap
Received an update on emerging ESG reporting regulations
Received an update on the FRC evaluation of auditors
ICFR update received, including a summary of primary focus areas and a high-level roadmap to compliance with Provision 29 of the Updated Code
Quarterly review of non-audit fees completed
Received a report from the Data Protection Officer
Reviewed the annual whistleblowing arrangements and the quarterly whistleblowing report
Reviewed the Committee's Terms of Reference and recommended adoption to the Board
STRATEGIC REPORT
GOVERNANCE REPORT
RS Group plc
99
FINANCIAL STATEMENTS OTHER INFORMATION Annual Report and Accounts 2025
Audit Committee report continued
Financial reporting
The primary role of the Committee in relation to financial reporting is to monitor the integrity of the Group's published financial information, including reviewing its full-year and half-year financial results. The Committee undertakes this with both management and Deloitte and concentrates on ensuring compliance with the relevant financial and governance reporting requirements. The Committee considers the
principal accounting policies that are used when preparing these results as well as reviewing
the significant accounting issues and areas of judgement made as noted below and other key areas of focus as noted on page 100. Also, this includes the fair, balanced and understandable review as described in more detail on page
98. The Committee receives regular reports from the CFO and Group Financial Controller to support this work.
Significant accounting issues and areas of
judgement
Management is required to exercise judgement in a number of areas when preparing the Group accounts and the Company accounts.
The Committee focuses on any significant areas of judgement that may materially impact the Group's and Company's reported results and assesses and challenges, if necessary, whether these judgements are reasonable and appropriate. The Committee also
reviews the clarity and transparency of the related disclosures.
The significant accounting issues and areas of judgement considered by the Committee during the year, and how these were addressed, are set out to the right.
How the Committee addressed these matters and conclusions reached
The judgements made in the methodology used to estimate the net realisable value relate to the number of years of sales required to sell through and the value recoverable from these inventories.
These assumptions are based on recent experience and knowledge of the products on hand and are reviewed regularly. This assessment includes consideration of the sales growth pattern for new product launches and decay rates over the product lifecycle. The impact of the current global economic uncertainty and the longer-term impacts of climate change and environmental regulations on these assumptions were considered and the assumptions were adjusted where necessary to ensure they remain appropriate. The latest review was presented to the Committee and it reviewed and agreed the reasonableness of the assumptions.
The Committee also reviewed the error explained above and the proposal to address this through a restatement and, given it represents an error in prior periods, agreed with the approach given the quantum of the adjustment and its nature.
Inventories represent a material proportion of the Group's net assets. During the year-end process, a system- and process-related issue was identified within the US operations, where certain inventory items were incorrectly allocated across stock categories. Consequently, these items did not receive the appropriate provisioning in line with Group policy. Furthermore, an unsupported deviation from Group inventory provisioning policy has been identified. As a result, a detailed review of historical data has been undertaken in relation to both issues, and a restatement of prior years has been included in the Financial Statements. For further details, refer to Note 32 on pages 191 to 195.
At 31 March 2025, the Group had £617.3 million (2023/24 restated: £637.4 million) of inventories on the balance sheet. This valuation includes the cost of attributable overheads. Judgements are made in estimating the net realisable value of inventories to determine the level of inventory provision.
At 31 March 2025, inventory provisions were £86.8 million (2023/24 restated: £86.9 million). Sensitivity analysis on the assumptions was performed, including consideration of any reasonably likely change in assumptions including the current global economic uncertainty and longer-term impacts of climate change and environmental regulations. See Note 18 on page 174.
Inventories valuation
Significant accounting issues and areas of judgement
Going concern and viability statements As part of the Committee's responsibility to provide advice to the Board, the Committee reviewed and challenged the Group's going
concern assumptions at the half year and full year and reviewed and challenged the process and assessment of the Group's longer-term viability at the full year.
Management included a going concern statement in the Group's half-year report. The Committee reviewed the process conducted to prepare
this statement, including the assumptions used in the reverse stress tests. It recommended to the Board that it was appropriate to continue to adopt the going concern basis in the half-year results. The Committee also reviewed and agreed the wording of the going concern statement and recommended its approval to the Board.
For the viability statement and going concern statement in the Annual Report and Accounts, the Committee reviewed the assessment period and reviewed and challenged the scenarios considered for each principal risk and the determination of severe but plausible stress tests and reverse stress tests. The Committee reviewed the outcomes of these stress tests and, as a result, recommended to the Board that it is able to confirm the Group's viability statement
and the going concern statement. Details of these statements can be found on pages 43 and 44 of the Strategic Report.
Other key areas of focus
The Committee also reviews a number of other key areas that require management to exercise judgement. These judgements have not had a significant effect on the amounts recognised in the accounts in the year ended
31 March 2025 nor are they significant estimates which have a significant risk of resulting in a material adjustment to the carrying amounts
of the Group's assets and liabilities within the next year. However, the Committee focuses on these areas to ensure these judgements are also reasonable and appropriate and to ensure they have not become significant.
STRATEGIC REPORT
GOVERNANCE REPORT
RS Group plc
FINANCIAL STATEMENTS OTHER INFORMATION Annual Report and Accounts 2025
100
Audit Committee report continued
These other key areas of focus in the year were:
How the Committee addressed these matters and conclusions reached
The value of goodwill is reviewed regularly for impairment using value-in-use models using cash flows and discount rates as set out in Note 14 on pages 170 and 171. The Committee reviews these impairment tests every year, including the main assumptions. These assumptions also include consideration of the impact of climate change.
The Committee agrees with the tests' confirmation that there remains adequate headroom in place and no impairment provision is required. Other assets are regularly reviewed to identify if there are any indicators that they may be impaired. If any significant impairments are found, the Committee will also review these impairment tests, including the main assumptions, confirming that the valuation is reasonable. During the year, an impairment was recognised on some of the assets of the RS Integrated Supply EMEA business; the Committee reviewed and agreed with this impairment and the disclosure in Note 14 on pages 170 and 171.
The Committee also reviewed and agreed with the trade receivable impairment allowance and disclosure in Note 19 on page 175.
There is £616.4 million of goodwill on the balance sheet at 31 March 2025 (2023/24: £646.3 million). Judgements are made in relation to the assumptions used in the value-in-use models which are used to assess impairment of goodwill and other assets when there are indicators that they may be impaired.
Impairment of goodwill and other assets
Other key area of focus
Other matters
The Committee also carried out a range of other activities in relation to financial reporting during the year which included:
Reviewing the impact of amendments to accounting standards adopted during the year
Reviewing the effective tax rate, judgements made in relation to the levels of tax contingencies for potential challenges by local tax authorities and recoverability of losses, and relevant disclosures
Reviewing and agreeing the accounting treatment and disclosure of any potential post-balance sheet events at both the half year and full year
Agreeing with management's assessment that there are no indicators of impairment for the investments the Company holds in its subsidiaries
Internal control and risk management
The Vice President Group Operational Audit and Risk (VP Audit and Risk) provides quarterly reports to the Committee which cover the performance of the Group's system of internal controls and its effectiveness in managing
the Group's principal risks and identifying any control failings or weaknesses. These reports highlight matters which might impact the delivery of the Group's key strategic objectives or which indicate improvement is required
in any of the Group's processes or controls. The Committee carefully considers these findings and discusses appropriate actions where necessary.
An annual review of the Group's risk management processes is undertaken by the Committee, as required by the Code, the FRC Guidance on Audit Committees and the
recommendations of the FRC Guidance on Risk Management, ICFR and Business Reporting.
These processes include material controls which cover financial, operational and compliance controls and risk management systems.
The outcomes of these reviews are shared with the Board.
These, in combination with other updates to the Board on the Group's principal risks, allowed the Board to assess the effectiveness of the Group's systems of internal control and residual risk prior to making its statement in this Annual Report and Accounts. Further information regarding the Group's principal risks can be found on pages 38 to 42 of the Strategic Report.
The internal control system and risk management process have been in place during the year and up to the date of this Annual Report and Accounts. In the event weaknesses are identified in the internal control system, plans for strengthening them are put in place and then regularly monitored.
Internal financial controls
Internal financial controls are the systems that the Group employs to support the Board in discharging its responsibilities for financial matters and the financial reporting process as described on page 135.
STRATEGIC REPORT
GOVERNANCE REPORT
RS Group plc
FINANCIAL STATEMENTS OTHER INFORMATION Annual Report and Accounts 2025
101
Audit Committee report continued
The main elements include:
Assessments by internal audit on the
effectiveness of operational controls
Clear terms of reference setting out the duties of the Board and its Committees, with delegation to management in all locations
Group Finance and Group Treasury manuals outlining accounting policies, processes and controls
Weekly, monthly, quarterly and annual reporting cycles, including targets approved by the Board and regular forecast updates
Local leadership teams reviewing financial results against forecast and agreed performance metrics and targets with overall performance reviewed at region, business and Group levels
Specific reporting systems covering treasury operations, tax, major investment projects and legal and insurance activities, which are reviewed by the Board and its Committees on a regular basis
Whistleblowing procedures allowing individuals to report fraud or financial irregularities and other matters of concern
The Updated Code was published in
January 2024. The Group has increased focus on adjusting existing financial reporting controls with the aim to improve and build on our existing financial reporting controls focused on key risk areas and to extend to other relevant internal control areas impacted by the Updated Code which will apply to the Group's year ending 31 March 2027. The Committee will continue
to monitor the Group's progress against these new requirements.
Internal audit
The work of the internal audit function spans the whole Group, including, as and when relevant, acquired businesses, and provides independent and objective assurance over the Group's systems of internal controls through a risk-based approach. The Committee reviews and approves the scope and resourcing of the internal audit plan annually with the VP Audit and Risk.
The scope of the plan is determined by reference to the Group's operating risks and strategy as well as geographic, functional and external risks. The Committee reviews:
The level and skills of resources allocated to the internal audit function to conduct this programme of work
The summary of the results of each audit and the business team's resolution of any control issues identified
The effectiveness of the internal audit function
The VP Audit and Risk has regular, open access to the Committee Chair. Discussions focus
on audit planning and matters noted during internal audit assignments. Other members of the Committee are also available as required. The Committee meets with the VP Audit and Risk without the presence of management at least once a year. Mark Taylor, who has held the
position of VP Audit and Risk for the last 12 years, is retiring in May 2025. The Committee would like to thank Mark for his commitment and diligence over the years. The Committee would also like to welcome Chris Curtis as Mark's replacement and looks forward to working with him.
Other activities
During the year, the Committee has maintained its focus on current and emerging ESG-related regulations and compliance requirements.
The Committee has received in-depth updates from the ESG team in respect of actions taken to date regarding the Group's approach to CSRD readiness, along with a review of next steps required during 2025/26. Regular updates are also provided on the future ESG compliance landscape, highlighting key actions required to meet those requirements, along with a timeline. It discussed and agreed the ESG reporting requirements for 2024/25 and future years, including Scope 3 emissions and additional disclosures in the Group's fourth TCFD report included in this Annual Report and Accounts.
The Committee was comfortable that the disclosures contain appropriate and accurate data and information and recommended to the Board that it approve the ESG disclosures in this Annual Report and Accounts, including the TCFD report.
The Committee continued its reviews of the data protection compliance programme through reports from the Data Protection Officer. The Committee continued to provide oversight of the Group's compliance with laws regarding the protection of personal data across its operations, including the General Data Protection Regulation and the UK's Data Protection Act.
The Committee received regular reports from the Data Protection Officer, highlighting ongoing compliance work such as training, targeted training for high risk teams and awareness campaigns to embed a culture of privacy by design, as well as assessments of the impact
of material changes to the Group's operations on its handling of personal data (such as significant changes to systems and integration of acquisitions) and monitoring of changes in the regulatory environment.
External Auditors
Effectiveness and independence
The Committee is responsible for reviewing the performance and effectiveness of the external Auditors, as well as their appointment and remuneration.
Deloitte were appointed to act as the external Auditors for the first time this year, therefore a review of their performance and effectiveness has not been undertaken during the year under review. A review will be conducted during 2025/26 and the outcome will be reported on
in the 2025/26 Annual Report and Accounts. The Committee has considered the FRC's Audit Quality Inspection report on audits performed by Deloitte for 2023/24, published in July 2024.
During the year, the Lead Audit Partner, Jon Thomson, and the Group Second Partner together with other relevant and appropriate members of the Deloitte audit team, attended all of the Committee's meetings. Deloitte provided reports and conclusions on the Group's key accounting judgements, internal control processes and half-year report.
STRATEGIC REPORT
GOVERNANCE REPORT
RS Group plc
FINANCIAL STATEMENTS OTHER INFORMATION Annual Report and Accounts 2025
102
Audit Committee report continued
Further details of how the Committee and the external Auditors work together, as well as how the external Auditors' independence is maintained, can be found in the governance section of our website. As in previous years' reports, the Committee can confirm that the Group does not engage Deloitte to undertake any work that could affect its independence.
The Committee has satisfied itself that the Company has complied with the provisions of the Statutory Audit Services for Large
Companies Market Investigation (Mandatory Use of Competitive Processes and Audit Committee Responsibilities) Order 2014, published by
the Competition and Markets Authority on
26 September 2014.
Non-audit assignments undertaken by the Auditors
The Group operates a policy to ensure that the provision of non-audit services does not impair the external Auditors' independence or objectivity and that only permitted services are provided. In determining this policy, the Committee took into account possible threats to the external Auditors' independence
and objectivity.
The policy on non-audit services includes:
In providing a non-audit service, the external Auditors should not:
Audit their own work
Make management decisions for the Group
Create a mutuality of interest
Find themselves in the role of advocate for the Group
The total non-audit fees for any financial year should not exceed 70% of the average of the external audit fee over the last three years. In practice, the non-audit fees are normally significantly below this level.
The policy also states that the Committee has pre-approved the CFO to have authority to commission the external Auditors to undertake non-audit work (not covered to the left) where there is a specific project with a cost that is
not expected to exceed £50,000. Any fees above £50,000 must be pre-approved by the Committee.
Full details of our policy in relation to non-audit services can be found on the governance section of our website. This policy was reviewed by the Committee during the year and no changes were required.
During the year under review, there were audit-related assurance services and non-audit fees of £0.1 million for Deloitte
compared to audit fees of £4.1 million. £40,000 of the non-audit fees relate to the double materiality assessment pre-assurance work completed. Further information on fees payable to Deloitte are included in Note 6 on page 159.
The Committee has satisfied itself that its use of the external Auditors complies with both the Code and the FRC's Ethical and Auditing Standards regarding the scope and level of non-audit work and non-audit fees incurred by the Group.
Fraud
The Committee is responsible for reviewing the Group's procedures for the prevention and detection of fraud. Suspected cases of fraud must be reported to the Company Secretary or General Counsel within 48 hours and
investigated by operational management, Group Compliance or internal audit, as appropriate.
The outcome of any investigation is reported to the Company Secretary, General Counsel and the CFO. A register of all suspected fraudulent activity and the outcome of any investigation
is maintained and circulated to the Board on a regular basis, with the Committee also receiving regular updates.
The Group takes steps in line with good business practice to detect and prevent fraudulent activity, and is preparing for the new requirements of the Economic Crime and Corporate Transparency Act related to fraud prevention. The Committee is pleased to report that there were no frauds of a material nature discovered during the year, although the Group is subject to various attempts at external and low-level credit card and online fraud.
Whistleblowing
In accordance with the provisions of the Committee's Terms of Reference, the Committee is responsible for reviewing the arrangements whereby all of the Group's employees may, in confidence, raise concerns about illegal, unethical or improper behaviour or other matters and for ensuring that these concerns are investigated and escalated as appropriate. Reports may
be raised directly to senior management or through an external third-party reporting tool. Whistleblowing is referred to internally as Speak Up and is available to all of the Group's employees.
The Committee receives aggregated reports on matters raised through these services and monitors their resolution. The Group's existing policies and procedures (adopted globally) have been updated to reflect the ongoing implementation across EU Member States of the 2021 European Whistleblowing Directive. An awareness campaign was also launched across the Group during the year. The Group will continue to monitor any national laws that implement additional, relevant requirements and make any required changes to policies and procedures where appropriate. For further information see page 66.
Committee governance Committee structure and meetings The Committee acts independently of
management to ensure the interests of our shareholders are protected properly in relation to financial reporting, risk and internal control. All members of the Committee are independent Non-Executive Directors, with sufficiently
wide-ranging business experience, expertise and competence to enable the Committee
to fulfil its responsibilities effectively. Navneet Kapoor stepped down from the Committee in December. Carole Cran and
Miles Roberts joined the Committee during the year. Louisa Burdett is a chartered accountant and, having held senior financial management positions, has extensive knowledge and experience of financial markets, treasury,
risk management and financial accounting standards. Biographies for the Committee members are set out on pages 80 and 81.
The Committee held four scheduled meetings during the year. Meetings were held in line with the financial and reporting cycles of the Company. Meetings are generally held prior to Board meetings so that optimum collaboration with the Board is maintained. The Committee Chair provides updates to the Board on the proceedings, considerations and findings of each meeting.
The Committee Chair extends invitations to certain other key individuals to attend
meetings, including the Chair of the Board, other Non-Executive Directors who are not members of the Committee, the CEO, CFO, the Company Secretary, Group Financial Controller, VP Audit and Risk and the external Auditors. The Data Protection Officer attends meetings twice a year to give updates on data protection matters.
STRATEGIC REPORT
GOVERNANCE REPORT
RS Group plc
FINANCIAL STATEMENTS OTHER INFORMATION Annual Report and Accounts 2025
103
Audit Committee report continued
During the year, the Committee held separate sessions with the VP Audit and Risk and the external Auditors without the presence of management. The VP Audit and Risk and
the external Auditors have direct access to the Committee Chair outside of formal Committee meetings.
Committee responsibilities
The Committee's chief responsibilities have not changed during the year. The Committee's Terms of Reference are reviewed formally and approved annually and set out its principal
duties in full, including its authority to carry out its duties, and are available in the governance section of our website: rsgroup.com
The core functions of the Committee include:
Supporting the Board in ensuring the integrity of the financial and corporate reporting and auditing processes
Assisting the Board in assessing the
long-term viability of the Group by reviewing and challenging the scenarios considered and severe but plausible stress testing performed on the principal risks
Advising the Board on whether the half-year and full-year financial reports present a fair, balanced and understandable assessment of the Group's position and prospects
Ensuring effective internal control and risk
management systems are in place
Measuring the Group's effectiveness in managing risk and reviewing the risk identification process
Approving the remit of the internal audit function and reviewing its effectiveness and findings
Ensuring that an appropriate relationship is maintained between the Group and
its external Auditors, including the recommendation to the Board to approve their appointment and fees
Monitoring progress of the Group's information security strategy to mitigate its major risks
Reviewing the scope and effectiveness of the
external audit process
Reviewing whistleblowing, fraud, anti-bribery and corruption and data protection procedures
Committee evaluation
This year, the Board underwent an internal evaluation of its performance and the activities of the Committee were reviewed as part of
this process. The results of the evaluation demonstrated that the Committee continued to operate effectively and provided sufficient challenge, and that the composition worked well with a good balance of experience.
The Committee agreed that it was kept up
to date on financial reporting and related company law issues on an ongoing and timely basis and receives sufficient information on all material and emerging risks faced by the
business. Key recommendations arising include consideration of time allocated to key meetings and review of Committee materials to reduce complexity and highlight key issues to help provide adequate time and aid robust discussion at full and half year meetings in particular.
Further details of the evaluation process can be found in the Governance Report on pages 89 and 90.
STRATEGIC REPORT
GOVERNANCE REPORT
RS Group plc
FINANCIAL STATEMENTS OTHER INFORMATION Annual Report and Accounts 2025
104
Directors' Remuneration report
REMUNERATION AT A GLANCEFixed
Salary
Pension and
other benefits
Variable
Annual incentive
LTIP
Total remuneration
OUR REMUNERATION APPROACH
SINGLE FIGURE OF REMUNERATION
£608,499
£141,128
Simon Pryce
£1,475,647
Kate Ringrose
£1,116,873
Salary, pension and other benefits
Annual incentive Buyout LTIP
£393,975
£867,148
£581,770
Pryce
Target: 400% of base salary
Kate Ringrose
32% OWNED OUTRIGHT
Adjusted PBT (30%)1 | £255.7m | £255.3m | £295.3m | 0.3% | |
Adjusted free cash flow (30%)1 | £220.5m | £148.4m | £176.4m | 30.0% | |
Like-for-like Group revenue | (1.7)% | 0.0% | 5.0% | 0.0% | |
REMUNERATION OUTCOMES IN 2024/25
2024/25 ANNUAL INCENTIVE Measure (weighting) Actual Threshold Maximum Outcome change (15%) CO2e reduction 7.3% 4.5% 7.0% 15.0% (Scope 1 & 2 emissions) (15%) | 2022 LTIP AWARD J2G LTIP AWARD 0% 0% Vesting of these awards was determined in accordance with the performance targets, measured | |||||
Individual strategic targets (10%) | Simon Pryce/Kate Ringrose | 8.5%/7.0% | SHARE OWNERSHIP REQUIREMENT | |||
Total formulaic bonus | Simon Pryce/Kate Ringrose | 53.8%/52.3% | ||||
Total Adjusted bonus (1.3)% | Simon Pryce/Kate Ringrose | 52.5%/51.0% | Target: 400% of base salary | |||
1. Both adjusted PBT and adjusted free cash flow exclude restructuring costs. | Simon 154% OWNED OUTRIGHT | |||||
ALIGNMENT WITH WIDER WORKFORCE
SALARY
INCENTIVE
UK employees will receive an average pay increase of 3% effective 1 June 2025
3% 4%employees globally will receive an average pay increase of 4% in 2025
100%of employees are eligible to participate in an incentive plan
STRATEGIC REPORT
GOVERNANCE REPORT
RS Group plc
FINANCIAL STATEMENTS OTHER INFORMATION Annual Report and Accounts 2025
105
The chart below illustrates the CEO's package for 2025/26
£5m
Illustrates the CEO's package for 2025/26
£4m
As described on page 114, the Committee intends to revert to the normal award levels in subsequent years
£3m
£2m
£1m
£0m
2024 package2
Proposed package
The constituents of the FTSE 75-125 reference group are as follows: Airtel Africa, B & M Retail, Bellway, Berkeley Holdings, British Land, Burberry, Computacenter, ConvaTec, EasyJet, Endeavour Mining, Entain, Frasers Group, Games Workshop, Greggs, Harbour Energy, Hikma Pharmaceuticals, Howden Joinery, IMI, Inchcape, International Distribution Services, ITV, Johnson Matthey, Kingfisher, Land Securities, Londonmetric Property, Ocado, Persimmon, Rightmove, Rotork, Softcat, Spectris, Taylor Wimpey, Unite Group and Vistry.
The 2024 package does not include the J2G LTIP Award.
ROBUST APPROACH TO PAY BENCHMARKING
For this Policy review, the Committee has recalibrated the benchmark reference group from the FTSE 50-100 to the FTSE 75-125, reflecting our ongoing commitment
to a highly robust and responsible approach to pay positioning.
2022 Policy
2025 Policy
50
75
100
125
MARKET DATA (CEO TOTAL TARGET COMPENSATION, FTSE 75-125)1
Directors' Remuneration report continued
FIXED PAY
Salary
Simon Pryce
£845,000
(9.4% increase)
£530,450
(3% increase)
Kate Ringrose
2025 LTIP
Simon Pryce
Kate Ringrose
Performance shares
250%
Performance shares
of base salary
170%
of base salary
Measures
Adjusted EPS
TSR ROCE
50%
50%
Underpin
Restricted shares
100%
Restricted shares
of base salary
40%
of base salary
Operation
The hybrid LTIP will be delivered as two-thirds performance shares, subject to the conditions above and one-third restricted shares. Further detail can be found in the 2025 Directors' Remuneration Policy on page 114.
2025 DIRECTORS' REMUNERATION POLICY AND IMPLEMENTATION FOR 2025/26
ANNUAL INCENTIVE
Maximum
150%
of base salary
opportunity
Operation
2/3 paid in cash. 1/3 deferred into shares, which vest after two years.
Before any incentive pay out, a threshold level
of adjusted PBT must be achieved.
Measures
Adjusted PBT
Adjusted free cash flow Like-for-like Group
25%
25%
revenue change
CO2e reduction
25%
(Scope 1 and 2 emissions) 10%
Net promoter score 5%
Individual strategic targets 10%
FTSE 50-100 | ||||
FTSE 75-125 | ||||
STRATEGIC REPORT
GOVERNANCE REPORT
RS Group plc
FINANCIAL STATEMENTS OTHER INFORMATION Annual Report and Accounts 2025
106
Directors' Remuneration report continued
REPORT
Joan Wainwright Chair of Remuneration Committee
Key highlights
Membership as at 20 May 2025: Priorities for 2025/26
Joan Wainwright (Chair) - Oversee the implementation of the
Alex Baldock new Policy
Louisa Burdett - Maintain an active and open dialogue with
Miles Roberts shareholders and ensure their views are
David Sleath sought and considered when determining executive remuneration
Activities during 2024/25 - Understand the impact of the forthcoming
Overseeing the development of the EU Pay Transparency legislation for proposed 2025 Directors' Remuneration the Group
Policy (Policy) - Delivery of an all-employee share
Reviewing and supporting the design and plan enabling more of our people to calibration of the various components of become shareholders
the Policy, including the hybrid Long Term
Incentive Plan (LTIP) structure
Extensive engagement with shareholders, ensuring their views were sought
and considered when finalising the proposed Policy
Continued support of the Group's reward philosophy to underpin the strategy
and values
Reviewed and supported the 2024/25 remuneration outcomes with
Group's performance
Supported the transition to a restricted share plan below the Executive Committee (ExCo)
REMUNERATION COMMITTEE
Dear shareholder
On behalf of the Remuneration Committee (the Committee), I am pleased to present the
Directors' Remuneration report for the year ended 31 March 2025.
2024/25 has been a challenging year for the Group and the broader industrial market but despite this the Group has made good
operational progress. A summary of the financial performance of the Group is set out on pages 28 to 35.
Incentive outcomes for the year ended 31 March 2025
The 2024/25 annual incentive measures were: adjusted profit before tax (PBT), like-for-like revenue growth, adjusted free cash flow, CO2e reduction, and individual strategic measures, resulting in a formulaic outcome of the financial measures of 45.3% of maximum. Having reviewed the formulaic outcome the Committee determined together with management that it would be appropriate to reduce the outcome by 1.3% to ensure internal consistency in annual incentive outcomes across the Group. This results in an adjusted outcome of 44.0% of maximum.
Including the individual strategic measures the adjusted bonus outcomes are 52.5% of maximum for Simon Pryce and 51.0% for Kate
Ringrose. Full details of the plan outcome and the achievement of their individual strategic measures are detailed on pages 121 and 122.
Neither Simon nor Kate were awarded a 2022 LTIP Award. For reference, the 2022 LTIP Award which was based on performance over the three-years ended 31 March 2025, did not achieve the threshold level of performance
for both the earnings per share (EPS) and total shareholder return (TSR) performance measures. The Committee determined that it was appropriate for the plan to lapse in full for all participants.
It was determined on his appointment in April 2023, that rather than revisit the plan and its relevance, Simon would be a participant in the Journey to Greatness LTIP Award (J2G LTIP Award) and that we would review the Policy and incentive structures in line with the Policy renewal in 2025. Simon received a pro-rated award of 483% of base salary.
The J2G LTIP Award was also measured over the three years ended 31 March 2025. The threshold levels of performance for EPS and the KPI scorecard were not achieved, with the exception of the on-time-to-promise measure, resulting
in a formulaic outcome of 1%. The Committee determined that it was appropriate for the awards to lapse in full for Simon, but to vest awards for all other eligible employees in line with the formulaic outcome. This aligns with the view set out later
in this letter that the J2G LTIP Award was not the appropriate mechanism for the CEO on joining the Company and that the Committee plans
to address his overall remuneration in the new Policy. When Kate was recruited in October 2023 it was on a market competitive package and it was determined that given it was past the mid-point of the three-year performance period, she would not participate in the J2G LTIP Award.
2025 Directors' Remuneration Policy In line with the normal three-year cycle, we will be seeking shareholder approval for a new Policy at our 2025 AGM. In preparation for this, the Committee has undertaken a comprehensive review and shareholder consultation programme to inform our approach and ensure it better reflects the nature of the markets in which the
Group trades and is more optimally aligned to our revised strategy and objectives. The outcome from this review is that we propose the following key changes to our long-term incentives: removing the J2G LTIP Award, changing our market comparison to FTSE 75-125 from FTSE 50-150 and changing our LTIP into a 'hybrid' structure which combines Performance Shares and Restricted Shares (weighted two-thirds to performance and one-third to restricted shares), recognising the importance of reward structures that align
STRATEGIC REPORT
GOVERNANCE REPORT
RS Group plc
FINANCIAL STATEMENTS OTHER INFORMATION Annual Report and Accounts 2025
107
Directors' Remuneration report continued
long-term value and to motivate and retain our management team and stakeholders through the industrial cycle. The quantum of our long-term incentives will be significantly reduced from the previous Policy and set at a market competitive level. No other material changes to the Policy
are proposed. The following sections explain the background and rationale for this proposal, as well as the shareholder consultation process we have followed.
Background - new leadership and a revised, more focused strategy
Since the last Policy review, we have seen extensive leadership changes within the Group and the creation of an ExCo. The new ExCo has brought greater rigour and understanding to the Group, its business model and the markets in which it plays. As a result, and against the background of a very challenging trading environment, they have clarified the Group's purpose, mission and vision and introduced a new set of values across the Group. They have developed a more focused strategy which has driven better alignment, prioritisation and much improved execution. The ExCo has enhanced the business and functional leadership, defined and started to embed cultural change and clarified, revised and implemented a clear operating model with improved accountability. They are now executing that strategy through
As part of the 2022 Policy, a one-off J2G LTIP Award was introduced which the then Executive Directors, as well as 91 senior managers, participated in. This was a one-off LTIP award with a value of 750% of salary for the incumbent Executive Directors, granted in addition to
the normal 250% of salary annual LTIP (i.e. representing a total award size, on an annualised basis, of 500% of salary).
The J2G LTIP Award would only vest on the achievement of very stretching targets measured over the one-off performance
period. Having reviewed the operation of this type of award, the Committee concluded that the J2G LTIP Award is not effective in a cyclical trading environment, does not create longterm alignment with stakeholder interests and does not act as an effective retention incentive.
Although this was approved by shareholders, we also acknowledged that a number of shareholders (and voting agencies) were opposed to the J2G LTIP Award in 2022. The J2G LTIP Award has therefore been removed from the Policy.
We remain committed to the key principles that support a high-performance culture with
maximum levels of equity reward only available for the delivery of commensurate levels of long-term out-performance. We recognise the importance
of reward structures that align long-term interests
of shareholders and management through the
Key objectives for remuneration and reward
We need an executive remuneration structure which can align, engage and appropriately reward our management team for executing the strategy which, we believe, will deliver strong and scalable growth opportunities over the medium-term. The Committee has taken a very thoughtful and robust approach to the Policy review, built around the following key principles and objectives:
Commitment to We remain committed to creating long-term alignment equity-based incentives with our shareholders by weighting our reward towards to drive long-term share-based elements and through the use of significant retention and alignment share ownership requirements.
Incentives which reward We re-affirmed our long-standing commitment to a reward structure
strategic execution which fosters a high-performance culture, with the opportunity
and performance for maximum levels of reward only available for the delivery
of commensurate levels of long-term outperformance for our shareholders and wider stakeholders. Our incentives link directly to key performance metrics which align with our strategic delivery.
Competitive in global talent markets
Our Policy must allow us to successfully compete to secure and retain the calibre of talent we need in highly competitive global markets, while also ensuring we take a robust and responsible approach
to quantum.
A structure which works Critically, our reward structure must address the challenges of
through the cycle our cyclical trading environment (see below) by ensuring we can
effectively retain, reward and align our people through the industrial cycle to execute for all our stakeholders.
RS Group trades in line with weighted PMI data
an aligned action plan to accelerate delivery of sustainable value creation for all stakeholders as a cyclical business with significant growth opportunities. Notwithstanding the challenging geopolitical environment and its impact on the
Group's markets, they are making good progress, including continuing to take share across most
of our technical product categories, and are successfully integrating recent acquisitions to position us well for when the industry returns to growth.
cycle and act as effective retention and motivation
incentives for management. The PMI index on the 70
right, illustrates the cyclical nature of the industrial 65
cycle, and how the Group is closely aligned to this market environment. 60
A range of alternative award structures were 55
assessed by the Committee. For example, we 50
considered replacing the LTIP with a 'single
incentive plan', but concluded that reward 45
outcomes that only reflect annual performance
40%
30%
20%
10%
0%
-10%
Proposed 'hybrid' long-term structure
The Committee's key area of focus during the
review was to ensure that the long-term incentive
would not be consistent with our objective to structure the Group appropriately to be more efficient and scalable to delivering sustained,
40 -20%
35 -30%
structure could meet the objectives on the right.
long-term outperformance. 30
-40%
FY2018 FY2019 FY2020 FY2021 FY2022 FY2023 FY2024 FY2025
- Industrial PMI (RS Weighted) - LHS - RS Group LFL revenue growth - RHS
Attachments
- Original document
- Permalink
Disclaimer
RS Group plc published this content on June 04, 2025, and is solely responsible for the information contained herein. Distributed via Public Technologies (PUBT), unedited and unaltered, on June 09, 2025 at 13:35 UTC.
