Expert Corporate Governance Service (ECGS)
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WPP PLC June 12 2019

Following an internal investigation into allegations of misconduct, CEO Martin Sorrell retired from the Board in April 2018 as a ogood leaver retaining entitlement to certain incentives from the Company valued at £16m. Under the remuneration policy, he is not entitled to a severance payment. The Company has demonstrated a lack of transparency in its refusal to disclose the nature of the allegations and the reasons why Sorrell is considered a ogood leaverpin the face of the investigation. Furthermore, while the Company has stated that the amounts involved in the alleged misconduct were onot material,pthey have failed to disclose any meaningful details about the nature of the allegations or the result of the investigation. The Company has stated that it has no intent of publishing a report of its findings and they still have not done so. We find it extremely troubling that the events surrounding the departure of Martin Sorrell after over three decades at the helm remain shrouded in secrecy and urge the Company to be more transparent. During the interim period between Mr. Sorrellns resignation and the appointment of the new CEO, Mr. Read, the Chairman, Mr. Quarta, served as Executive Chairman. Mr. Quartans service as Executive Chairman, though temporary and justified, was contrary to best practice as there were concerns over his time commitments and his role as Chairman of the Nomination Committee with respect to the CEOs departure. Mr. Read has been paid a substantial recruitment award, which does not meet ECGS policy. It is also unusual as he was an internal hire so the award did not replace awards at his previous position or really serve to recruit him. The Company states it was made to incentivize him to take on more responsibilities. Furthermore, following Mr. Readns appointment, the Company announced reduced revenues and that turning around the Company requires decisive action and radical thinking, and our performance in the third quarter of 2018 reinforces our belief in that approach. The announcement was followed by a drop in share price. The Company has announced their intention to cut 3,500 jobs and close or merge 200 offices in order to reduce costs and simplify the corporate structure.

Item 3: Approve the Remuneration ReportThe structure is unacceptable. The maximum bonus, the use of qualitative criteria in determining the bonus, maximum total incentive pay and benefit payments exceed guidelines. The new CEO received a recruitment award with a fair value at grant date of GBP 1,510,272. This does not meet ECGS guidelines and is especially unusual given that he was an internal hire. Actual incentive pay was grossly excessive, especially given that he only served for four months out of the year. Furthermore, the former CEO departed in undisclosed circumstances, but was considered a ogood leaverpallowing him to retain entitlement to certain incentives from the Company valued at £16m. We recommend shareholders oppose.

Item 6: Re-elect the Chairman Mr. Quarta served as Chairman of the Board and Chairman of the Nomination Committee at the time the decision was made not to disclose the reason for the previous CEO's, Mr. Sorrell, departure. Given this serious governance concern, we recommend shareholders oppose. Shareholders may wish to note that on the most recent previous vote to elect the nominee a high level of dissent was recorded, with 15.64% of shareholders voting against his re-election.

Item 10: To re-elect as a director, Daniela RiccardiShe serves as Non-Executive Director. As her time commitments exceed ECGS guidelines, we recommend shareholders oppose.

Item 15: Appoint the Auditors Deloitte LLP has been the Company's external auditors since they were first appointed in 2002. No tender has been made and the Company states they will re-tender no later than 2022, though they have not made any specific plans to tender. The tenure of the auditors already exceeds our guidelines.


WPP is a holding company. Through its subsidiaries, Co. is a communications services organization providing national and multinational clients a range of communications services. Co. is organized into four operating segments: Advertising and Media Investment Management; Data Investment Management; Public Relations and Public Affairs; and Branding and Identity, Healthcare and Specialist Communications. This last reportable segment includes WPP Digital and direct, digital, promotional & relationship marketing.


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