UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_____________________
FORM 6-K
____________________
Report of Foreign Private Issuer
Pursuant to Rule 13a-16 or 15d-16
under the Securities Exchange Act of 1934
For the Month of March 2025
Commission File Number: 001-38303
______________________
WPP plc
(Translation of registrant's name into English)
________________________
Sea Containers, 18 Upper Ground
London, United Kingdom SE1 9GL
(Address of principal executive offices)
_________________________
Indicate
by check mark whether the registrant files or will file annual
reports under cover of Form 20-F or Form 40-F:
Form
20-F X Form 40-F
___
Indicate
by check mark if the registrant is submitting the Form 6-K in paper
as permitted by Regulation S-T Rule 101(b)(1): ___
Note: Regulation S-T Rule 101(b)(1) only permits the
submission in paper of a Form 6-K if submitted solely to provide an
attached annual report to security holders.
Indicate
by check mark if the registrant is submitting the Form 6-K in paper
as permitted by Regulation S-T Rule 101(b)(7): ___
Note: Regulation S-T Rule 101(b)(7) only permits the
submission in paper of a Form 6-K if submitted to furnish a report
or other document that the registrant foreign private issuer must
furnish and make public under the laws of the jurisdiction in which
the registrant is incorporated, domiciled or legally organized (the
registrant’s “home country”), or under the rules
of the home country exchange on which the registrant’s
securities are traded, as long as the report or other document is
not a press release, is not required to be and has not been
distributed to the registrant’s security holders, and, if
discussing a material event, has already been the subject of a Form
6-K submission or other Commission filing on EDGAR.
Forward-Looking Statements
The
Company may include forward-looking statements (including as
defined in the U.S. Private Securities Litigation Reform Act of
1995) in oral or written public statements issued by or on behalf
of the Company. These forward-looking statements may include, among
other things, plans, objectives, beliefs, intentions, strategies,
projections and anticipated future economic performance based on
assumptions and the like that are subject to risks and
uncertainties. These statements can be identified by the fact that
they do not relate strictly to historical or current facts. They
use words such as ‘aim’, ‘anticipate’,
‘believe’, ‘estimate’,
‘expect’, ‘forecast’,
‘guidance’, ‘intend’, ‘may’,
‘will’, ‘should’, ‘potential’,
‘possible’, ‘predict’,
‘project’, ‘plan’, ‘target’,
and other words and similar references to future periods but are
not the exclusive means of identifying such statements. As such,
all forward-looking statements involve risk and uncertainty because
they relate to future events and circumstances that are beyond the
control of the Company. Actual results or outcomes may differ
materially from those discussed or implied in the forward-looking
statements. Therefore, you should not rely on such forward-looking
statements, which speak only as of the date they are made, as a
prediction of actual results or otherwise. Important factors which
may cause actual results to differ include but are not limited to:
the unanticipated loss of a material client or key personnel;
delays, suspensions or reductions in client advertising budgets;
shifts in industry rates of compensation; regulatory compliance
costs or litigation; changes in competitive factors in the
industries in which we operate and demand for our products and
services; changes in client advertising, marketing and corporate
communications requirements; our inability to realise the future
anticipated benefits of acquisitions; failure to realise our
assumptions regarding goodwill and indefinite lived intangible
assets; natural disasters or acts of terrorism; the Company’s
ability to attract new clients; the economic and geopolitical
impact of the conflicts in Ukraine and the Middle East; the risk of
global economic downturn; slower growth, increasing interest rates
and high and sustained inflation; tariffs and other trade barriers;
supply chain issues affecting the distribution of our
clients’ products; technological changes and risks to the
security of IT and operational infrastructure, systems, data and
information resulting from increased threat of cyber and other
attacks; effectively managing the risks, challenges and
efficiencies presented by using Artificial Intelligence (AI) and
Generative AI technologies and partnerships in our business; risks
related to our environmental, social and governance goals and
initiatives, including impacts from regulators and other
stakeholders, and the impact of factors outside of our control on
such goals and initiatives; the Company’s exposure to changes
in the values of other major currencies (because a substantial
portion of its revenues are derived and costs incurred outside of
the UK); and the overall level of economic activity in the
Company’s major markets (which varies depending on, among
other things, regional, national and international political and
economic conditions and government regulations in the world’s
advertising markets). In addition, you should consider the risks
described in Item 3D, captioned “Risk Factors” in the
Group’s most recent Annual Report on Form 20-F, which could
also cause actual results to differ from forward-looking
information. In light of these and other uncertainties, the
forward-looking statements included in this document should not be
regarded as a representation by the Company that the
Company’s plans and objectives will be achieved. Neither the
Company, nor any of its directors, officers or employees, provides
any representation, assurance or guarantee that the occurrence of
any events anticipated, expressed or implied in any forward-looking
statements will actually occur. Other than in accordance with its
legal or regulatory obligations (including under the Market Abuse
Regulation, the UK Listing Rules and the Disclosure and
Transparency Rules of the Financial Conduct Authority), the Company
undertakes no obligation to update or revise any such
forward-looking statements, whether as a result of new information,
future events or otherwise.
EXHIBIT INDEX
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Exhibit
No.
|
Description
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|
1
|
Publication of Annual Report 2024 & Notice of AGM dated 28
March 2025, prepared by WPP plc.
|
|
FOR IMMEDIATE RELEASE
|
28 March 2025
|
WPP PLC ("WPP" or "the Company")
Publication of Annual Report 2024, Sustainability Report and 2025
Notice of Annual General Meeting
WPP has today published on its website its Annual Report for
the year ended 31 December 2024 ('Annual Report
2024', http://www.wpp.com/investors/annual-report-2024) together
with its Sustainability Report. WPP has also today published its
2025 Notice of Annual General Meeting (the '2025 AGM
Notice', www.wpp.com/investors/shareholder-centre/shareholder-meetings),
which will be distributed to shareholders
shortly.
The Company's AGM will be held on 23 May 2025 at 11.00am at Rose
Court, 2 Southwark Bridge Road, London SE1 9HS, with facilities to
follow the business of the AGM virtually.
In compliance with 6.4.1R of the Listing Rules, copies of the
Annual Report 2024 and 2025
AGM Notice will
be submitted to the UK Listing Authority and will shortly
be available for inspection at the National Storage
Mechanism https://data.fca.org.uk/#/nsm/nationalstoragemechanism.
A hard copy version of the Annual Report 2024 will be sent to those
shareholders who have elected to receive paper communications on or
about 10 April 2025.
The information included in the unaudited preliminary results
announcement released on 27 February 2025, together with the
information in the Appendices to this announcement which is
extracted from the Annual Report 2024, constitute the materials
required by the FCA's Disclosure Guidance and Transparency Rule
6.3.5R. This announcement is not a substitute for reading the
Annual Report 2024 in full. Page and note references in the
Appendices below refer to page and note references in the Annual
Report 2024.
Balbir Kelly-Bisla
Company Secretary
Further information
Media: [email protected]
Investors: [email protected]
About WPP
WPP is the creative transformation company. We use the power of
creativity to build better futures for our people, planet, clients
and communities. For more information, visit www.wpp.com.
APPENDIX A: PRINCIPAL RISKS AND UNCERTAINTIES
The Board has carried out a robust assessment of the principal
risks and uncertainties affecting the Group and the markets we
operate in and strategic decisions taken by the Board as at 31
December 2024 and up to the date of this report - including any
adverse effects of the geopolitical situation resulting from the
conflicts in Ukraine and the Middle East - which are described in
the table on this and the following pages.
ECONOMIC RISK
Risk definition
Adverse economic conditions, including those caused by the
conflicts in Ukraine and the Middle East, severe and sustained
inflation and currency volatility in key markets where we operate,
tariffs and other trade barriers, supply chain issues including
around resilience affecting the distribution of our clients'
products and/or disruption in credit markets, pose a risk our
clients may reduce, suspend or cancel spend with us or be unable to
satisfy obligations.
Potential impact
Economic conditions, including inflation, currency volatility and
increasing interest rates among others, have a direct impact on our
business, results of operations and financial
position.
In the past, clients have responded to weak economic and financial
conditions by reducing or shifting their marketing budgets which
are easier to reduce in the short term than their other operating
expenses.
How it is managed and reflected in our strategic
priorities
Our account teams, in partnership with WPP's Treasury function as
needed, work proactively with our clients to understand the
challenges they are facing, determine general trends in marketing
spend and develop plans in advance to help us prepare, redeploy
resources and manage costs accordingly.
Our crisis management and business resilience team works with our
networks to identify priority services and the key dependencies
they rely on and develops market-specific incident response and
service continuity plans to best ensure business operations are
resilient to external factors.
Our client portfolio is diverse, consisting of organisations
operating in different industry sectors and across a broad
geographical spread, which further helps mitigate the impact of any
specific challenges individual clients or markets might be
facing.
GEOPOLITICAL RISK
Risk definition
Growing geopolitical tension and conflicts continue to have a
destabilising effect in our markets and across geographical
regions. Alongside an adverse effect upon the economic outlook,
there is a general erosion of trust in institutions and - in
relation to global cooperation and integration - an increasing
political focus both on national interests and regional
convergence. Such factors and economic conditions may be reflected
in our clients' confidence in making longer-term investments and
commitments in marketing spend.
Potential impact
Actual or threatened geopolitical tension and conflicts lead to
greater uncertainty, economic instability and a general lack of
confidence for many of our clients who are inclined to scale back,
delay or cancel their marketing plans and budgets.
How it is managed and reflected in our strategic
priorities
We work closely with our in-country teams, third-party advisors,
clients and other agencies in monitoring the level and nature of
geopolitical issues, events and developments across all markets and
regions.
Our primary focus is the safety and security of our people, and for
extreme events or periods of disruption we have developed a series
of crisis and response plans with clear lines of escalation to the
Board and Executive Committee that focus upon the wellbeing of our
people and their families.
We have detailed operational and financial plans, developed through
the consideration of a range of potential scenarios and outcomes
that are continuously monitored and, if required, used to make
interventions and support decision making over our operations,
investments and advice to clients.
STRATEGIC PLAN
Risk definition
The failure to successfully complete the strategic plan updated in
January 2024 to lead through AI, data and technology, to accelerate
growth through the power of creative transformation, to build
world-class, market-leading brands and to execute efficiently to
drive financial returns through margin and cash.
Potential impact
A failure or delay in implementing or realising the benefits from
the strategic plan may have a material adverse effect on our market
share and our business, revenues, results of operations, financial
condition or prospects.
How it is managed and reflected in our strategic
priorities
Board oversight of the implementation of the strategic plan and
Group simplification and regular briefings on the Group's response
to economic and geopolitical risks.
The Executive Committee regularly reviews progress against the
strategic plan and actions required to deliver against the plan and
convenes regularly to discuss the Group's response to and
implementation of the measures highlighted above to mitigate the
impact of economic and geopolitical risks on the Group's
operations, people, clients and financial condition.
The focus on managing cost and changes in ways of working have
accelerated aspects of the strategic plan as we continue to move
towards a simplified company structure and enhanced use of
technology, including generative AI, by our people.
AI STRATEGY
Risk definition
WPP Open is our AI-driven operating system for marketing
transformation - it brings together, through proprietary AI models
created within WPP, diverse datasets across media, performance,
client and industry insights, it offers intelligent workflow and
operations in a centralised workspace, it augments creative and
strategic capabilities in an enterprise-level generative AI studio
and it integrates, through WPP's technology partnerships,
third-party technologies and data to provide an industry solution.
Delay in adoption and leverage of the opportunities offered by WPP
Open and AI in general may impact the services WPP provides to its
clients, as well as the overall operation of the
business.
WPP may incur costs when ensuring it can comply with the
introduction of AI laws and regulations, including the EU AI Act.
This would be through review of IT systems and processes, which may
require refinement or amendment, to ensure regulation can be
adhered to.
IP laws and in particular the analysis of copyright infringement is
evolving in generative AI specifically. Where AI is used in client
deliverables, IP infringement risk, in particular copyright
infringement risk, must be assessed in the context of the
underlying data sets used in the creation of client
work.
Potential impact
Without the automation and efficiency gains offered by generative
AI, and AI more broadly, we may experience increased costs and
inefficiencies in our operations impacting profitability and
competitiveness.
Clients expect us to use generative AI-driven tools and
technologies in our services and deliverables and are increasingly
able to purchase and use licences to such tools and technologies
themselves. If we fail to adopt generative AI at pace and continue
to advance and evolve our commercial model, we may struggle to keep
up with these demands, leading to decreased relevance and
effectiveness of our services and deliverables for clients, and
allow an opportunity for AI vendors to contract directly with our
clients.
Falling behind competitors leveraging the opportunities AI offers
to gain a competitive advantage could result in lost market share,
decreased revenue and reduced profitability.
We may struggle to attract and retain talent, further hindering our
ability to innovate and compete.
Generated materials may infringe third-party IP resulting in legal
costs and client reputation impact.
How it is managed and reflected in our strategic
priorities
The Chief AI Officer, working together with the CEO and CTO, is
responsible for the strategic direction of generative AI in the
business.
We have established a Generative AI Governance Committee which
oversees the application and adoption of, and risks associated
with, generative AI across WPP. This committee includes the CEO,
CTO and Chief Privacy Officer and other senior stakeholders in the
business with responsibility for the safe and responsible use of
generative AI within the Group. This committee will be expanded in
2025 to cover all AI risk.
We have developed and continue to invest in WPP Open, which is
available to all staff in order to support our work and
deliverables both internally and for clients.
We have established partnerships with leading generative AI
platforms, technologies and companies, including
NVIDIA.
We actively monitor the changing regulatory landscape and the
introduction of new laws regulating AI to assess the impact on our
business and work, including detailed review of the EU AI Act and
evolving IP laws (including copyright), and how they will impact
how we service our clients.
We have a comprehensive due diligence process in place to review
the third-party AI tools/platforms used in the business. This
process considers the use case for the tool/platform and includes
reviews of the security, legal and technology aspects of the
tool/platform as well as sources of underlying learning data, where
applicable, to develop a 'traffic light' approach to
risk.
While AI provides many opportunities (including efficiencies and
new services and offerings), we also continue to review and
consider the impact around our business model through the
Generative AI Governance Committee, reporting to the Board and
Audit Committee on identified risks and impacts.
IT AND SYSTEMS
Risk definition
We continue to undertake a series of IT programmes devised to
prioritise the most critical changes necessary to support the
Group's strategic plan while maintaining the operational
performance and security of core systems.
The Group is reliant on third parties for the performance of a
significant portion of our worldwide information technology and
operations functions.
Failures or delays in providing these functions could have an
adverse effect on our business.
Potential impact
Any failure or delay in implementing the IT programmes may have a
material adverse effect upon the overall strategic plan and the
realisation of key targeted benefits and savings.
Disruption and unavailability of critical systems may lead to
disruption in our operations and client service
delivery.
How it is managed and reflected in our strategic
priorities
The Board and management team provide oversight and governance of
the most important IT and systems change initiatives the business
is pursuing.
Detailed plans have been prepared for each major systems initiative
and overall progress, challenges and risks are monitored as part of
our project management processes and discussed in dedicated
steering committees which also agree upon any corrective action
that may be required, including around supplier
resilience.
Progress reports are also completed as part of regular briefings
that the Board receives on the overall implementation of the
strategic plan.
CLIENT LOSS
Risk definition
We compete for clients in a highly competitive industry which is
continuously evolving and undergoing structural change and
advancements in AI, data and technology. Client net loss to
competitors or as a consequence of client consolidation, insolvency
or a reduction in marketing budgets due to a geopolitical change or
shift in client spending, could have a material adverse effect on
our market share, business, revenues, results of operations,
financial condition and prospects.
Potential impact
The competitive landscape in our industry is constantly evolving
and the role of more traditional services and operators in our
sector who have not successfully diversified is being challenged.
Competitors include multinational advertising and marketing
communication groups, marketing services companies, database
marketing information and measurement and professional services,
and consultants and consulting internet companies.
Client contracts can generally be terminated on 90 days' notice or
are on an assignment basis and clients put their business up for
competitive review from time to time.
The ability to attract new clients and to retain or increase the
amount of work from existing clients may be impacted if we fail to
react quickly enough to changes in the market and to evolve our
structure, or as a consequence of any loss of reputation, and may
be limited by clients' policies on conflicts of
interest.
How it is managed and reflected in our strategic
priorities
The strategic plan updated in January 2024 places emphasis on
leading through AI, data and technology, accelerating growth
through the power of creative transformation, building worldclass,
market-leading brands and executing efficiently to drive financial
returns through margin and cash.
Renewed investment in WPP Open, our AI-powered marketing operating
system, and increasing engagement amongst employees (74% increase
in monthly active users since the start of 2024 to 33,000) and
deployment through clients (see page 67).
Continuous improvement of our creative, media and production
capabilities and reputation of our businesses. The development and
implementation of senior leadership incentives to align more
closely with our strategy and performance.
Business review at every Board, Executive Committee and network
management meeting to identify client loss. Monthly updates to the
executive management team on the status of the Group's major
clients and upcoming pitches for potential new clients. Continuous
engagement with our clients and suppliers through this period of
uncertainty and reduction in economic activity.
Board focus on the importance of a positive and inclusive culture
across our business to attract and retain talent and clients. A
continued simplification of our organisational structure (and
therefore structural cost savings) and more collaborative working
through the opening of further campus co-locations (see page
33).
CLIENT CONCENTRATION
Risk definition
We receive a significant portion of our revenues from a limited
number of large clients and the net loss of one or more of these
clients or of a major assignment with them could have a material
adverse effect on our prospects, business, financial condition and
results of operations.
Potential impact
A relatively small number of clients contribute a significant
percentage of our consolidated revenues. Our ten largest clients
accounted for 19.7% of revenue less pass-through costs in the year
ended 31 December 2024.
Clients can reduce their marketing spend, terminate contracts or
cancel projects on short notice. The loss of one or more of our
largest clients or of a major assignment with them, if not replaced
by new accounts or an increase in business from existing clients,
would adversely affect our financial condition.
How it is managed and reflected in our strategic
priorities
Business review at every Board meeting and regular engagement at
executive level with our clients including GCL (Global Client Lead)
and business development teams monitoring (including through client
satisfaction surveys) and supporting growth of client
relationships.
A 'new and existing business' tracker is reviewed by the Executive
Committee on a monthly basis with regular updates provided to the
Board.
Increased flexibility in the cost structure (including incentives,
consultants and freelancers).
PEOPLE, CULTURE AND SUCCESSION
Risk definition
Our performance could be adversely affected if we: do not react
quickly enough to changes in our market; fail to attract and
develop key creative, commercial, technology and management talent;
are unable to retain and incentivise key talent; or are unable to
adapt to new ways of working by balancing home and office
working.
Potential impact
We are highly dependent on the talent, creative abilities and
technical skills of our people as well as their relationships with
clients.
We are vulnerable to the loss of people to competitors (traditional
and emerging) and clients, leading to disruption to the
business.
How it is managed and reflected in our strategic
priorities
The Compensation Committee provides oversight for the Group's
compensation and incentive plans, which are structured to provide
retention value by, for example, paying part of annual incentives
in shares that vest two years after grant date.
WPP's All In survey provides the Board, Executive Committee and
senior leaders across the Group with the general sentiment,
opinions and concerns of employees and was completed by 72% of our
people in 2024. Headline findings included general and local views
on engagement, career growth, leadership, clients, wellbeing and
inclusion and have contributed to the menu of initiatives available
to our people.
We continue to work across the Group to embed collaboration and
invest in training and development to retain and attract talented
people.
The investment in co-located campus properties continues to
increase the cooperation across our agencies and provides extremely
attractive and motivating working environments. Our real estate
teams work closely with people teams across the business to
consider how space is being utilised to support collaboration and
innovation, and also operations: co-locating our people in fewer,
higher-capacity campus buildings means we can centralise emergency
preparedness procedures and deploy climate mitigation measures more
efficiently.
We also continue to focus on the mental health of our people by
providing access to wellbeing resources, support networks, funded
events, discussion forums and additional time off.
Looking ahead, succession planning for the Chief Executive Officer,
the Chief Financial Officer and key executives of the Company is
undertaken by the Board and Nomination and Governance Committee on
a regular basis and a pool of potential internal and external
candidates is identified for both emergency and planned
scenarios.
CYBER AND INFORMATION SECURITY
Risk definition
WPP has in the past, and may in the future, experience a cyber
attack that leads to harm or disruption to our operations, systems
or services. This risk is also likely to increase as the prevalence
and sophistication of generative AI means there is potential for
both human and AI-generated attacks.
Such an attack may also affect suppliers and partners through the
unauthorised access to, or manipulation, corruption or destruction
of, data.
Potential impact
We may be subject to investigative or enforcement action or legal
claims or incur fines, damages or costs and client loss if we fail
to adequately protect data.
A system breakdown or intrusion could have a material adverse
effect on our business, revenues, results of operations, financial
condition or prospects and have an impact on long-term reputation
and lead to client loss.
The imposition of sanctions and the associated geopolitical
situation following the conflicts in Ukraine and the Middle East
have triggered an increase in cyber attacks generally.
How it is managed and reflected in our strategic
priorities
WPP has a single IT control framework that is mandatory for all WPP
agencies and is aligned to the WPP Data Privacy & Security
Charter, NIST, IS27001 and COBIT.
We monitor and log our network and systems through the WPP 24/7
Cyber Security Operations Centre, as well as undertaking threat
intelligence activities, vulnerability scanning and penetration
testing, where appropriate.
Breach and attack simulation software provides continuous
assessment and incident response plans and playbooks are tested,
with lessons learned and improvements made.
We continually raise our people's security awareness through our
mandatory WPP Safer Data training and rolling phishing simulation
and education programmes.
WPP's Data Privacy, Security & Ethics Risk Committee (a
subcommittee of the WPP Risk Committee) meets quarterly and
includes WPP's Chief Information Officer, Chief Information
Security Officer, Chief Privacy Officer, Chief Sustainability
Officer and Chief Technology Officer. This sub-committee is
responsible for identifying and responding to privacy, technology,
data and cybersecurity risk across WPP.
CREDIT RISK
Risk definition
We are subject to credit risk through the default of a client or
other counterparty.
Challenging economic conditions, heightened geopolitical issues,
shocks to consumer confidence, disruption in credit markets and
challenges in the supply chain disrupting our client operations can
lead to a worsening of the financial strength and outlook for our
clients who may reduce, suspend or cancel spend with us, request
extended payment terms beyond 60 days or be unable to satisfy
obligations.
Potential impact
We are generally paid in arrears for our services. Invoices are
typically payable within 30 to 60 days.
We commit to media and production purchases on behalf of some of
our clients as principal or agent depending on the client and
market circumstances. If a client is unable to pay sums due, media
and production companies may look to us to pay those amounts and
there could be an adverse effect on our working capital and
operating cash flow.
How it is managed and reflected in our strategic
priorities
Evaluating and monitoring clients' ongoing creditworthiness and in
some cases requiring credit insurance or payments in
advance.
We work closely with our clients to ensure timely payment for
services in line with contractual commitments and with vendors to
maintain the settlement flow on media.
Treasury and our liquidity position is a recurring agenda item for
the Audit Committee and Board.
Increased management processes to manage working capital and review
cash outflows and receipts.
INTERNAL FINANCIAL CONTROLS
Risk definition
Our performance could be adversely impacted if we fail to ensure
adequate internal control procedures are in place. If material
weaknesses are identified, they could adversely affect our results
of operations, investor confidence in the Group and the market
price of our ADRs and ordinary shares.
Potential impact
Failure to ensure that our networks have robust control
environments, or that the services we provide and trading
activities within the Group are compliant with client obligations,
could adversely impact client relationships and business volumes
and revenues.
If material weaknesses in internal controls are discovered or occur
in the future, our ability to accurately record, process and report
financial information and, consequently, our ability to prepare
financial statements within required time periods, could be
adversely affected.
In addition, the Group may be unable to maintain compliance with
the federal securities laws and NYSE listing requirements regarding
the timely filing of periodic reports. Any of the foregoing could
cause investors to lose confidence in the reliability of our
financial reporting, which could have a negative effect on the
trading price of the Group's ADRs and ordinary shares.
How it is managed and reflected in our strategic
priorities
Transparency and contract compliance are embedded through the
networks and reinforced by audits at a WPP and network
level.
Regular monitoring of key performance indicators for trading is
undertaken to identify trends and issues.
An authorisation matrix on inventory trading is agreed with the
Board and the Audit Committee.
Our controls function is responsible for the design of financial,
operational, reporting and compliance controls across the Group
and, under the direction of our Group Financial Controller,
performs an evaluation of the effectiveness of our internal control
over financial reporting. Our technical accounting function
supports both these review efforts and complex accounting matters
and judgements, and changes in accounting standards.
Alongside the ongoing ERP deployment and finance shared service
optimisation programmes, management has set clear control
enhancement objectives for 2025 as part of the ongoing and
continued development of the Group's controls culture, formalising
its continuous improvement activities into a Controllership
Enhancement programme.
Management is committed to maintaining a strong internal control
environment, with appropriate oversight and monitoring, from
controls committees which sit at WPP and at network level as
sub-committees of the Risk Committees and meet quarterly, and from
our Audit Committee.
DATA PRIVACY
Risk definition
We are subject to strict data protection and privacy legislation in
the jurisdictions in which we operate and rely extensively on
information technology systems. The use of AI, while offering
significant benefits, introduces specific data privacy risks
related to data collection, model training and automated
decision-making. We store, transmit and rely on critical and
sensitive data such as strategic plans, personally identifiable
information and trade secrets:
-
Security of this type of data is exposed to escalating external
threats, that are increasing in sophistication, as well as internal
data breaches
-
Data transfers between our global operating companies, clients or
vendors may be interrupted due to changes in law (for example, EU
adequacy decisions, CJEU Schrems II decision)
Potential impact
We may be subject to investigative or enforcement action or legal
claims or incur fines, damages, or costs and client loss if we fail
to adequately protect data or observe privacy legislation in every
instance:
-
The Group has in the past, and may in the future, experience a
system breakdown or intrusion that could have a material adverse
effect on our business, revenues, results of operations, financial
condition or prospects
-
Restrictions or limitations on international data transfers could
have an adverse effect on our business and operations
-
Misuse or unintended consequences of AI technologies
could lead to breaches of data privacy, reputational damage and
regulatory scrutiny
How it is managed and reflected in our strategic
priorities
We develop principles on privacy and data protection and compliance
with local laws. We also monitor pending changes to regulations and
identify changes to our processes and policies that would need to
be implemented. In the case of data transfers, we also identify
alternative approaches, including using other permitted transfer
mechanisms to limit any potential disruption (for example, SCCs
instead of the US Data Protection Framework).
We implement extensive training on data protection regulations
(including GDPR and CPPA) and roll out toolkits to assist our
people with their implementation.
We have a Chief Privacy Officer and Global Data Protection Officer
in role and supported by a Data Protection Office. Data privacy
activities across WPP are governed by the WPP Data Privacy &
Security Charter and follow the WPP Privacy Management
Framework.
WPP's Data Privacy, Security & Ethics Risk Committee (a
subcommittee of the WPP Risk Committee with responsibility for
identifying and responding to privacy, technology, data and
cybersecurity risk) meets quarterly and includes WPP's CIO, CISO,
Chief Privacy Officer, DPO, Chief Sustainability Officer and
CTO.
Our people must take Privacy & Data Security Awareness training
and understand the WPP Data Code of Conduct and WPP policies on
data privacy and security.
The Data Health Checker survey is performed annually to understand
the scale and breadth of data we collect so the level of risk
associated with this can be assessed.
Tailored risk assessments have been conducted for key business
functions, including Finance, Security, IT, and People, to identify
and mitigate specific data privacy risks associated with AI
implementation within those areas. These assessments inform
function-specific policies, procedures, and training
programmes.
Annual reporting to the Audit Committee on significant regulatory
changes, data privacy risks and steps taken to mitigate those
risks.
TAXATION
Risk definition
WPP's tax charge could be adversely impacted by new tax rules,
changes to the application of existing rules or higher tax
rates.
Potential impact
Changes in local or international tax rules and rates, changes
arising from the application of existing rules, new demands and
assessments or challenges by tax authorities, may expose us to
significant additional tax liabilities or impact the carrying value
of our deferred tax assets, which would affect the future tax
charge and our liquidity position.
How it is managed and reflected in our strategic
priorities
We actively monitor any proposed regulatory or statutory changes
and consult with government agencies where possible on such
proposed changes.
Bi-annual briefings to the Audit Committee of significant changes
in tax laws and their application and regular briefings to
executive management.
We engage advisors and legal counsel to obtain opinions on tax
legislation and principles.
We seek to identify, evaluate and mitigate operational tax risks
through our tax control framework.
REGULATORY
Risk definition
We are subject to strict anti-corruption, anti-bribery and
anti-trust legislation and enforcement and incoming anti-fraud
legislation in the countries in which we operate.
Potential impact
We operate in a number of markets where the corruption risk has
been identified as high by groups such as Transparency
International.
Failure to comply or to create a culture opposed to fraud, bribery
and corruption or failure to instil business practices that prevent
both human and AI-generated fraud and corruption could expose us to
civil and criminal sanctions and negatively impact our reputation
or financial condition.
How it is managed and reflected in our strategic
priorities
Online and in-country ethics, anti-bribery, anti-corruption,
anti-fraud and anti-trust training on a Group-wide basis to raise
awareness and seek compliance with our Code of Conduct and AFBAC
Policy.
A continuously evolving business integrity programme to ensure
compliance with our codes and policies and remediation of any
breaches of policy.
Continuous communication of the confidential, independently
operated Right to Speak helpline for our people and stakeholders to
raise any potential breaches of our Code and policies, which are
investigated and reported to the Audit Committee on a regular
basis.
Due diligence on acquisitions and on selecting and appointing
suppliers, an actively managed disclosure programme and approvals
process around conflicts of interest and related party interests
and (separately) around gifting, entertainment and hospitality and
restrictions on the use of third-party consultants in connection
with any client pitches.
Shared financial services in the markets in which we operate and a
controls function which operates at WPP and at network
level.
Risk committees are well established at WPP and across the networks
to monitor risk and compliance through all of our businesses and
the enhancement of our business integrity programme across our
markets. For details of the risk committees' responsibilities and
our business integrity programme, see pages 73-74.
SANCTIONS
Risk definition
We are subject to the laws of the US, the EU, the UK and other
jurisdictions that impose sanctions and regulate the supply of
services to certain countries.
The conflict in Ukraine has caused the adoption of comprehensive
sanctions by, among others, the EU, the US and the UK, which
restrict a wide range of trade and financial dealings with Russia
and Russian persons.
Potential impact
Failure to comply with these laws could expose us to civil and
criminal penalties including fines and the imposition of economic
sanctions against us and reputational damage and withdrawal of
banking facilities which could materially impact our
results.
How it is managed and reflected in our strategic
priorities
Online training to raise awareness and seek compliance and updates
for our agencies on any new sanctions.
Regular briefings to the Audit Committee and constant monitoring by
the WPP legal function with assistance from external advisors of
the sanctions regimes. Executive Committee briefed and working with
the WPP legal function to ensure compliance with escalating
sanctions as a consequence of the conflict in Ukraine.
ENVIRONMENTAL, SOCIAL & GOVERNANCE (ESG)
Risk definition
The Group's operations could be disrupted by an increased frequency
of extreme weather and climate-related natural
disasters.
The Group could be subject to increased costs to comply with the
potential future changes in ESG law and regulations. This includes
the EU Corporate Sustainability Reporting Directive (CSRD) and the
IFRS Sustainability Standards.
A failure to manage the complexity in carbon emission accounting
for marketing or to consider Scope 3 emissions in new technology
and business model innovation across the supply chain could have an
adverse effect on our business and reputation.
We are susceptible to reputational risk associated with working on
client briefs perceived to be environmentally detrimental and/or
misrepresenting environmental claims.
Potential impact
More frequent extreme weather and climate-related natural disasters
could include storms, flooding, wildfires and water and heat stress
which can damage our buildings, jeopardise the safety and wellbeing
of our people and significantly disrupt our
operations.
We could be subject to increased costs to comply with potential
future changes in ESG laws and regulations. This includes
increasing carbon offset pricing to meet our climate
commitments.
Increased investment is also required to renovate and electrify
buildings, embed sustainability in AI development and develop
internal ESG reporting capacity and capabilities.
In addition, carbon emission accounting for marketing is in its
infancy and methodologies continue to evolve. This is particularly
the case for emissions associated with digital media. This may
result in the need for future emissions restatements to reflect
measurement changes.
Furthermore, as societal consciousness around climate change
evolves, our sector is seeing scrutiny of its role in driving
consumption. Our clients seek expert partners who can give
recommendations that take into account their impact and stakeholder
concerns around climate change.
Additionally, WPP serves some clients whose business models are
under increased scrutiny, for example, energy companies or
associated industry groups. This creates both a reputational and
related financial risk for WPP if we are not rigorous in our
content standards.
How it is managed and reflected in our strategic
priorities
Our Crisis Management and Business Resilience function provides
global standards for operational resilience: strategy, governance,
policy, resources and training assets to better plan for and
respond to crisis events of all types and at all degrees of scale.
This includes extreme weather events and also the Employee
Assistance Programme is activated in response to climate-related
extreme weather events. In addition, climate-related risk is
considered in our co-location strategy as noted above and as needed
we also employ a hybrid working approach, providing additional
resilience by enabling full remote working - provided employees and
their families are in safe locations - during extreme weather
events.
We are developing an ESG compliance roadmap to deliver against our
regulatory obligations, including for the EU Corporate
Sustainability Reporting Directive.
Our Transition Plan will provide the roadmap to achieving our
carbon reduction commitments. As part of this plan and through our
work to decarbonise media and media supply chains, we are exploring
opportunities to improve accounting for emissions from
media.
To manage the cost and quality of carbon credits purchased to
offset residual emissions, WPP's Sustainability Policy and
Environmental Policy include policy guidance around offsetting. We
are further developing our offsetting strategy as part of our
Transition Plan.
The Board Sustainability Committee gives increased focus on
sustainability and implementation of our plans and policies. ESG
reporting has been embedded in the Terms of Reference of the Audit
Committee, providing increased focus on the development of our
non-financial reporting capabilities.
Measuring and monitoring sustainability KPIs is critical to meet
our sustainability strategy and targets. We are embedding ESG
controls across our operations to enhance the accuracy of our
disclosures across material ESG topics.
In 2024, we launched a Future Readiness Academy for Sustainability.
Modules covering Climate Essentials and Green Claims are accessible
to all employees globally and seek to ensure that our people
recognise the importance of our sector's role in addressing the
climate crisis. The Academy is part of a broader sustainability
training programme being run in multiple markets with localised
content in key regions.
We have developed internal tools to help our people identify
potentially environmentally harmful briefs. These tools embed
climate-related issues within existing content review procedures
across the organisation. The misrepresentation of environmental
issues is governed by our Code of Business Conduct. Our Assignment
Acceptance Policy and Framework and Green Claims Guide provide
further guidance about how to conduct additional due diligence in
relation to clients and any work we are asked to
undertake.
Further information on ESG governance and ESG reporting is provided
in the Sustainability section of this report (pages
36-61).
APPENDIX B: STATEMENT OF DIRECTORS' RESPONSIBILITIES
Each of the current Directors whose names and functions are listed
in the Corporate Governance section of the Annual Report 2024
confirms that, to the best of his or her knowledge:
● the Group financial statements, which have been
prepared in accordance with International Financial Reporting
Standards (IFRS) as issued by the International Accounting
Standards Board (IASB) as they apply to the financial statements of
the Group for the year ended 31 December 2024, give a true and fair
view of the assets, liabilities, financial position and profit of
the Group. and
●
the Strategic
Report and risk sections of the Annual Report, which represent the
management report, include a fair review of the development and
performance of the business and the position of the Company and the
Group taken as a whole, together with a description of the
principal risks and uncertainties that it
faces.
APPENDIX C: RELATED PARTY TRANSACTIONS
The Group enters into transactions with its associate undertakings,
primarily in relation to pass-through billing
arrangements.
The following amounts were outstanding at 31 December
2024:
●
Amounts owed by related parties: £68 million;
and
●
Amounts owed to related parties: £(104)
million.
END
SIGNATURES
Pursuant to the
requirements of the Securities Exchange Act of 1934, the registrant
has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
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WPP PLC
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(Registrant)
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Date:
28 March 2025.
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By:
______________________
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Balbir
Kelly-Bisla
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Company
Secretary
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