2023 Annual Report
When
you
have to
be right
2 3
wolterskluwer.com
Deep impact
when it
mattersmost
Every second of every day,
our customers face decisive
moments that impact the lives
of millions of people and shape
society for the future.
→ Read more about our strategy on page 7
1 Wolters Kluwer 2023 Annual Report
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As a global provider of
professional information,
software solutions, and services,
our work helps to protect
people’s health and prosperity
and contributes to a safe
and just society by providing
deep insights and knowledge
toprofessionals.
→ Read more about our strategy and business model on
page 7
Strategic report
3 Wolters Kluwer at a glance
5 Q&A with CEO Nancy McKinstry
7 Strategy and business model
13 2024 Outlook
14 Organizational structure
15 Executive team
17 Health
21 Tax & Accounting
25 Financial & Corporate Compliance
29 Legal & Regulatory
33 Corporate Performance & ESG
37 Group financial review
Governance
44 Corporate governance
50 Risk management
60 Statements by the Executive Board
61 Executive Board and Supervisory Board
63 Report of the Supervisory Board
70 Remuneration report
Sustainability statements
90 Our approach to sustainability
91 General disclosures
100 Environmental disclosures
113 Social disclosures
125 Governance disclosures
127 Reference table
130 List of data points that derive from other EU legislation
133 Task Force on Climate-related Financial Disclosures (TCFD)
134 EU Taxonomy
Financial statements
142 2023 Financial statements
143 Consolidated financial statements
147 Notes to the consolidated financial statements
203 Company financial statements
205 Notes to the company financial statements
211 Independent auditor’s report
Other information
221 Articles of Association Provisions Governing Profit Appropriation
222 Wolters Kluwer shares and bonds
226 Five-year key figures
227 Glossary
228 Contact information
€5.6bn
total revenues
94
%
of revenues from digital
products and services
82
%
of revenues are recurring
26.4
%
adjusted operating profit margin
€4.55
diluted adjusted earnings per share
16.8
%
return on invested capital
→ Visit our investors portal
www.wolterskluwer.com/en/investors/
Financial highlights 2023
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Wolters Kluwer
at a glance
We help our customers make critical
decisions every day by providing
expert solutions that combine deep
domain knowledge with specialized
technology and services.
Global footprint
North America
64
%
of total revenues
Europe
28
%
of total revenues
Asia Pacific & ROW
8
%
of total revenues
21,400+
employees worldwide
180+
countries where we serve customers
40+
countries from which we operate
8 flagship offices
significant subsidiaries
78
employee engagement
score, up 1 point
8
%
reduction in scope 1 and
scope 2 emissions
75
employee belonging score,
up 2 points
Near-term
targets
validated by
SBTi in 2023
Sustainability highlights 2023
6
%
organic growth in revenues
58
%
of revenues from expert
solutions
€1.2bn
adjusted free cash flow
34
%
total shareholder return
including dividends
(notreinvested)
Financial highlights 2023
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Wolters Kluwer at a glance
Divisions
We deliver professional information, software, and
services for the healthcare; tax and accounting; financial
and corporate compliance; legal and regulatory; and
corporate performance and ESG sectors.
Health
Trusted clinical technology and solutions
that drive effective decision-making
and outcomes across the continuum
ofhealthcare.
→ Read more on page 17
Tax & Accounting
Expert solutions that help tax, accounting,
and audit professionals drive productivity,
navigate change, and deliver better
outcomes.
→ Read more on page 21
Financial & Corporate Compliance
Expert solutions for legal entity
compliance and banking product
compliance.
→ Read more on page 25
Legal & Regulatory
Information, insights, and workflow
solutions for changing regulatory
obligations, managing risk, and increasing
efficiency.
→ Read more on page 29
Corporate Performance & ESG
Enterprise software to drive financial and
sustainability performance and manage
risks, meet reporting requirements,
improve safety and productivity, and
reduce environmental impact.
→ Read more on page 33
Revenues by media format
2023 Revenues by type
Organic revenue growth
Adjusted operating profit margin
Diluted adjusted EPS in €
Return on invested capital
0%
20%
40%
60%
80%
100%
Digital: Expert solutions Digital: Information products
Services Print
2020 2021 2022 2023
Recurring Non-recurring
0%
1%
2%
3%
4%
5%
6%
7%
2020 2021 2022 2023
5.8%
6.2%
5.7%
1.7%
22% 23% 24% 25% 26% 27%
2020
2021
2022
2023
0.00 0.5 0 1.00 1.50 2.00 2.50 3.00 3.50 4.00 4.50
2020
2021
2022
2023
18%0% 3% 6% 9% 12% 15%
2020
2021
2022
2023
82
%
Recurring
revenues
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Wolters Kluwer at a glance
We are delivering value
for our customers,
rewarding careers for our
employees, and returns
for shareholders.
“
The passion, commitment, and
efforts of our global team allowed
us to collectively deliver on our
goals in a year when we made key
organizational changes, directed
more funds towards AI, and managed
through an interest rate cycle.
Q
How would you sum up the company’s 2023 financial results?
The macroeconomic and geopolitical backdrop of 2023
presented some challenges, but despite this, we achieved our
overall financial guidance, with another year of 6% organic
growth and a further increase in the adjusted operating
profit margin. The year saw our two largest divisions, Health
and Tax & Accounting, grow faster than we had anticipated,
compensating for Financial & Corporate Compliance and
Corporate Performance & ESG, where the interest rate cycle
and market shifts impacted results. It was a year when our
Legal & Regulatory division demonstrated yet again that it has
been transformed, delivering 8% organic growth for its digital
information solutions. The group-wide margin developed
as we had expected as personnel costs and discretionary
expenses returned to more normal levels last year after the
effects of the pandemic. We were able to increase investment
in product development in 2023 to take advantage of new
opportunities and still meet our margin and cash flow goals.
Q
Innovation spending is at record levels. What are you
investing in?
Product development spending is running at 11% of group
revenues, some €615 million in 2023, up in constant currencies.
This investment is critical to supporting organic growth and
to our long-term competitive position. In our world, organic
investment mostly relates to multi-year product roadmaps
which require careful planning and resource management.
We are investing in many areas: in migrating solutions to
the cloud; further deploying artificial intelligence and other
advanced technologies; adding new modules to our platforms;
transforming our digital information products into expert
solutions; and building capabilities to support customers for
new regulations. We follow a rigorous design and development
process, that adheres to our responsible AI principles, to
ensure quality and security while also achieving a return on
investment. We aim to be agile at the same time so we can
pivot or move faster when needed. In 2023, for example, we
quickly shifted attention and funding towards generative AI
opportunities. Our centralized product development team,
DXG, plays a key role in driving innovation with the divisions,
both for existing solutions and the creation of entirely new
products.
Q
Generative AI took the world by storm in 2023. How is Wolters
Kluwer deploying this new technology?
For over 10 years, we have been deploying artificial
intelligence into our products. In fact, around 50% of our
digital revenues come from products that have some form of
AI embedded. We see the new Gen AI technology as another
powerful tool that we can put to work with our high-quality,
continuously updated, proprietary content to bring benefits to
customers. We also see interesting opportunities to enhance
our own internal operations with this technology. Gen AI lends
itself very well to certain tasks, such as conversational search,
generating first drafts, or summarizing documents. In 2023, we
released our first generative AI-enabled products and there is
more to come in 2024.
Q
In 2023, you set up a new division. Why reorganize?
The new division, Corporate Performance & ESG, was formed
by bringing together four of our global enterprise software
units: Enablon, CCH Tagetik, TeamMate, and OneSumX/FRR.
We believe there are important synergies to be derived
from joining up these units and connecting and integrating
their solutions. Less than a year in, we have started aligning
Q&A with
Nancy McKinstry
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Q&A with Nancy McKinstry
product development and have already released the first
connection between Enablon and CCH Tagetik. All four units
address the corporate market and we see scope to leverage
their combined global sales and marketing strength. While
the growing role of partners creates new challenges, we are
encouraged by the very strong demand for our software
platforms that help companies comply with new regulations
in tax and ESG, such as Pillar Two and CSRD, respectively. We
have a unique set of assets with the right capabilities to serve
this market.
Q
Are you on track to deliver on the goals of your 2022-2024
strategy?
We are very much on track. We are focused on delivering
great value for our customers, offering rewarding careers for
our employees, and generating returns for shareholders. Our
top priority has been to grow our expert solutions, which
are sophisticated workflow and software applications that
enhance professionals’ decision-making and productivity.
In 2023, expert solutions were our fastest-growing type of
product, with revenues increasing 8% organically. Our cloud-
based software products grew 15% organically.
Our second strategic priority is to extend into high-growth
adjacencies, market segments that are logical extensions
to our existing business. Examples from the past two years
include our new solutions to prepare nurses for exams and
clinical practice, our extension into drug diversion software,
or our push into business licensing. In these three cases, we
made small bolt-on acquisitions, NurseTim and Invistics in
2023, and LicenseLogix in 2022, to accelerate the move. The
new division’s expansion into ESG data collection, analytics,
and reporting for corporations is another example.
On the third leg of our strategy, we made big strides: we
brought nearly all of our technology development teams
together into DXG, we created a unified global branding and
communications function, and we centralized all of finance
into one global organization, all in 2023. We also achieved
several of our sustainability goals.
Q
Your strategy states that you intend to advance your ESG
performance. What was accomplished in 2023?
Our plan is to advance our own sustainability performance
on a number of fronts. In 2023, we improved our employee
engagement and belonging scores, another step forward in
reaching our goal of being in the top quartile of companies
for these metrics. Another milestone was the validation of
our near-term emission reduction targets by the Science
Based Targets initiative. In this annual report, you will see
significantly expanded sustainability disclosures, which bring
us closer to alignment with the European Sustainability
Reporting Standards (ESRS) and which address many of
the recommendations of the Task Force on Climate-related
Financial Disclosures (TCFD). There is more to do, but we made
significant progress in 2023.
Q
What is the outlook for 2024?
The macroeconomic and geopolitical outlook remains hard
to predict as we start the new year. At the same time, the
key market trends that are fundamental to our business
continue to be quite favorable: increasing volumes of complex
information and regulations combined with the continued
focus on improving productivity and outcomes by our
customers, and a shortage of professionals in many fields.
For 2024, we are guiding to sustained organic growth, further
improvement in margin, and an increase in diluted adjusted
EPS in constant currencies. Beneath the calm surface, a lot is
going on. Product investment will remain high in 2024. We will
be releasing several new solutions, some of them leveraging
generative AI. I am excited about the opportunities ahead.
Nancy McKinstry
CEO and Chair of the Executive Board
Wolters Kluwer
→ Read about our strategy on page 7
→ Read our Sustainability statements on
page 89-140
Expert solutions
8
%
organic growth in 2023
Cloud software
15
%
organic growth in 2023
Diversity, equity & inclusion
75
belonging score, up 2 points
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Q&A with Nancy McKinstry
Our mission is to empower our
professional customers with the
information, software solutions,
and services they need tomake
critical decisions, achieve successful
outcomes, and save time.
Overview
Wolters Kluwer is a global provider of information, software
and services for professionals in the fields of health; tax and
accounting; financial and corporate compliance; legal and
regulatory; and corporate performance and ESG.
Everyday, our customers face the challenge of increasing
quantities and complexity of information or regulation
andthe pressure to deliver better outcomes at lower
cost. We aim to solve this challenge, add value to their
workflow, and support their decision-making with our digital
solutions and technology-enabled services. We continuously
improve our solutions tomeet evolving customer needs,
leveraging the latest technologies to provide benefits such
as advanced analytics, intuitive interfaces, mobility, flexibility,
interoperability, reliability, and open architecture.
Purpose
Our purpose is to deliver impact when it matters most. Every
second of every day, our customers face decisive moments
that impact the lives of millions of people and shape society.
In these crucial moments, we put sound knowledge, deep
expertise, and usable data and insights into their hands at
the right time and in the right context for their specific set of
circumstances. Our solutions help protect people’s health,
prosperity, and safety and help to build better businesses.
Strategy
Our strategy for 2022-2024 aims to deliver good organic
growth and improved adjusted operating margins and return
on invested capital, while advancing our ESG performance.
Among the ESG goals in our 2022-2024 plan are to drive
an improvement in our belonging score, to align with the
recommendations of the Task Force on Climate-related Financial
Disclosures (TCFD), and to obtain validated near-term science-
based targets. To achieve these goals, our strategic priorities
are:
• Accelerate Expert Solutions: we arefocusing our
investments on cloud-based expert solutions while
continuing to transform selected digital information
products into expert solutions. We are investing to enrich
the user experience of our products by leveraging advanced
data analytics and artificial intelligence.
• Expand Our Reach: we are seeking to extendinto high-
growth adjacencies along our customers’ workflows and to
adapt our existing products for new customer segments. We
are working to develop partnerships and ecosystems for our
keysoftwareplatforms.
• Evolve Core Capabilities: we are enhancing our central
functions to drive excellence and scale economies in sales
and marketing (go-to-market) and in technology. We are
focused on advancing our ESG performance and capabilities
and continuing to invest in diverse and engaged talent to
support innovation and growth.
Our strategy is centered on organic investment and growth.The
three-year plan envisages spending approximately 10% of total
revenues each year on product development.
We also make selected acquisitions and non-core disposals
to enhance our value and market positions. Acquisitions must
fit our strategy, strengthen or extend our existing business,
generally be accretive to diluted adjusted EPS in their first full
year, and, when integrated, deliver a return on invested capital
above our weighted-average cost ofcapital (8%) within three
to five years.
Strategy and
business model
50
%
Around 50% of digital
revenues are from
products that leverage
artificial intelligence
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Strategy and business model
Strategic progress 2023
In 2023, we made important progress on our strategic plans.
First, expert solutions, which include our software products
and certain advanced information solutions, accounted for
58% of total revenues (2022: 56%) and grew 8% organically
(2022: 9%). Software solutions accounted for 45% of total
revenues (2022: 44%) and grew 8% organically (2022: 9%).
Cloud software revenues accounted for 37% of total 2023
software revenues and grew 15% (2022: 17%). Today, around
50% of our digital revenues are from products that leverage
artificial intelligence (AI) to drive enhanced value for our
customers. During 2023, we stepped up experimentation with
large language models (LLMs) and the new scalable generative
AI technology, testing dozens of use cases, collaborating with
selected customers, and launching beta versions in Health
and Legal & Regulatory markets. For much of this work, we
are partnering with Microsoft, Google, and other technology
suppliers.
Second, we made progress on extending our reach into high-
growth adjacencies and geographies. The new Corporate
Performance & ESG division, formed in 2023, sets us on a path
to extend our enterprise software solutions into corporate
workflows for ESG data collection, analysis, reporting, and
assurance. In the Health division, the 2023 acquisition of
NurseTim bolstered our position in nursing education
solutions and test preparation while the 2023 acquisition of
Invistics drug diversion detection software broadened our
offering in the hospital market.
Third, we took significant steps in 2023 to evolve our core
capabilities. We centralized the majority of our product
development teams, more than doubling the number
of FTEs in our global development organization, Digital
eXperience Group (DXG). We also centralized our branding and
communications teams and created a unified global finance
organization to support the company globally. With regard
to our specific ESG objectives, the most notable advances
in 2023 were the validation by the Science Based Targets
initiative of our near-term emission reduction targets and the
improvements in several important social metrics, notably
employee turnover, engagement, and belonging.
Strategy and business model
continued
Strategy 2022-2024
Our strategy, Elevate Our Value, aims to drive
good organic growth and improved operating
profit margins and return on invested capital
over the 2022-2024 period while advancing our
ESG performance.
• Drive investment in cloud-based
expert solutions
• Transform digital information
products into expert solutions
• Enrich customer experience by
leveraging data analytics
• Extend into high-growth adjacencies
• Reposition solutions for new
segments
• Drive revenues through
partnerships and ecosystem
development
• Enhance central functions, including
marketing and technology
• Advance ESG performance and
capabilities
• Engage diverse talent to drive
innovation and growth
Elevate
Our Value
Accelerate
Expert Solutions
Expand
Our Reach
Evolve
Core Capabilities
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Strategy and business model
Our business model
We help our customers make critical decisions every day
by providing expert solutions that combine deep domain
knowledge with technology and services.
Our products are used by professionals in over 180 countries
across a range of market segments addressed through our five
customer-facing divisions. A list of our top expert solutions is
shown on the left.
Our solutions and services are generally sold by our own sales
teams or through selected distribution partners. Our sales
forces are specialized by market segment and product groups.
For certain software products, we work with a range of third-
party implementation partners. We also go to market through
telesales, e-commerce, and other digital distribution channels.
Recurring revenue model
Our revenues are primarily recurring in nature, based on
subscriptions to information, software, and services. Recurring
revenues also include software maintenance fees and other
annually renewing revenues. In 2023, 82% of our total revenues
were recurring (2022: 80%). Renewal rates for our digital
information, software, and services are high and are one of the
key indicators by which we measure our success in the market.
Alongside recurring revenues, we derive fees from software
licenses, implementation and training services, transactional
fees, or other non-recurring revenues.
Customer relationships
We view customers as fundamental stakeholders in our
business. Long-term customer relationships are the single
most important factor for the success of our business, critical
to achieving organic growth and maintaining competitiveness.
One of our core company cultural values is to focus on our
customers’ success.In designing, building, and enhancing
our solutions, we work closely with customers before, during,
andafter the product development phase to ensure we
meetuser needs.
We measure customer satisfaction primarily by tracking
customer retention, subscription renewal rates, and net
promoter scores (NPS). For our established expert solutions
and other leading subscription-based digital information
products and services, we strive to maintain or achieve
product renewal rates of 90% or more and a top-three
NPSscore.
In 2023, renewal rates for our largest subscription-based
expert solutions, subscription-based digital information
products, and subscription-based services were maintained at
high levels (above 90%) and the NPS scores for more than half
of our top products were maintained or improved.
Employees and talent management
We employ over 21,400 talented and motivated individuals
around the world. More than half of our annual operating
costs relate to our employees, who create, develop and
maintain, sell, implement, and support our solutions and
serveour customers.
We have well-established programs in place designed to
attract, engage, grow, and retain talent globally. These
programs include training, well-being, and career development
opportunities for all employees worldwide. In 2023, we
launched the Colleague Experience Promise (CxP) a framework
that articulates what we provide our employees throughout
their careers with the company.
Strategy and business model
continued
Expert solutions combine deep domain knowledge
with technology to deliver both content and workflow
automation to drive improved outcomes and productivity
for our customers. Based on revenues, our largest expert
solutions are:
• Health: global clinical decision support tool UpToDate;
clinical drug databases; and Lippincottnursing
solutions for practice and learning.
• Tax & Accounting: professional tax and accounting
software CCH Axcess and CCH ProSystem fx in North
America and similar software for professionals
acrossEurope.
• Financial & Corporate Compliance: banking
compliance solutions ComplianceOne, Expere,
eOriginal, and Gainskeeper.
• Legal & Regulatory: enterprise legalmanagement
solutions Passport and TyMetrix; Legisway; and law firm
practice management software Kleos.
• Corporate Performance & ESG: environmental, health
andsafety, and operational risk management (EHS/
ORM) suite Enablon; corporate performance platform
CCH Tagetik; internal audit solution TeamMate; and
finance, risk, and regulatory (FRR) reporting suite
OneSumX.
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Strategy and business model
a fairly competitive global market for technology talent.
For information on our own workforce, see Sustainability
statements on pages 113-121.
Supplier relationships
Around 45% of our annual operating costs relate to third-party
suppliers. Our business units work closely with thousands
of suppliers and partners globally who provide content,
technology, goods, and services that help us deliver our
products and services.
Our Global Business Services (GBS) function is reponsible for
sourcing and due diligence of technology partners and plays a
growing role in assessing and monitoring other categories of
suppliers. Suppliers that are managed through GBS are subject
to extensive due diligence including security, data privacy, and
business continuity. We set high standards when selecting and
managing third-party providers.
→ For insight into how we mitigate supply chain
risks, see Supply chain dependency and project
execution on page 54 in Risk management
→ For sustainability disclosures relating to suppliers,
see Sustainability statements on pages 89-140
Product development and innovation
Product innovation is a key driver of organic growth and value
creation. For over 20 years, we have consistently invested in
developing new and enhanced products to solve customer
challenges. Our current strategic plan envisages investing
approximately 10% of our annualrevenues into product
development, including capital expenditure and operating
expenses.
We track employee engagement and belonging, both
measured through an annual employee survey conducted by
an independent third party, Microsoft Glint.
In 2023, our employee engagement score improved by 1
point to 78 while our belonging score increased by 2 points
to 75. Our long-term objective for both of these measures is
to reach the top quartile of companies tracked by Microsoft
Glint. A target for belonging was included in management
remuneration for the past two years and will again be included
in 2024. In 2023, our employee turnover rate improved
significantly to 9.8% (2022: 15.3%) in what remains
Strategy and business model
continued
Comprehensive range of well-being
programs for all employees
We are dedicated to providing a supportive work environment
and offer all employees a comprehensive range of well-being
options designed to enhance their personal and professional
lives. This includes the options below:
• An Employee Assistance Program (EAP) ensures global
support for personal, work/life balance, critical incident
stress management, and coping needs;
• Personalized well-being resources cover physical fitness,
mindfulness, and nutrition, supplemented by clinically
validated stress management resources;
• Financial well-being resources empower employees for a
financially secure future tailored to their unique needs;
• Career Skill Enhancement resources provide access to
expert-led virtual courses and certifications, fostering
career skills and professional development;
• Well-being Champion acts as a peer-to-peer ambassador,
facilitating opportunities for well-being enhancement; and
• Through partnerships, Health Management Programs in the
U.S. emphasize education and support for both medical
and emotional needs.
In 2023, we organized a global well-being challenge, which
engaged employees worldwide in activities that promote in
physical fitness, mental health, and overall well-being. The
challenge also helped to strengthen team bonds globally.
Human capital
• Efforts, skills, and talent
contributed by 21,400
employees
Technology and IP
• Global brand
• Software and content IP
Suppliers & Partners
• Services, content, and
goods supplied by
thousands of select
vendors and partners
Financial Capital
• €1.7bn equity capital
• €3.7bn gross debt
capital
Natural Resources
• Energy consumption
along ourvalue chain
Inputs Outputs
Customers
• €5.6bn revenues from
solutions that enable
effective and efficient
decision-making
Employees
• €2.3bn in salaries
andother benefits
• Skills and career
development
Suppliers & Partners
• €2.0bn operating costs
on third-party content,
goods, and services
Investors
• 34% total shareholder
return
• €17m net interest paidto
creditors
Society
• €325m income
taxespaid
• Products that protect
health and prosperity
Customer case
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Strategy and business model
product innovation 2023 2022 2021
Product development spending,
% of revenues 11% 11% 10%
Global Innovation Awards,
number of submissions 662 453 154
Global Innovation Awards,
number of finalists 14 13 16
Global Innovation Awards,
number of winners 6 5 6
In 2023, the Global Innovation Awards attracted more than 660
entries. Fourteen product and process innovation concepts
were selected as finalists, and, of these, six ideas were
selected for special recognition. For our software developers
around the world, we organize an annual coding competition
(Code Games).
In addition to monitoring progress against product roadmaps,
wetrack submissions and winners of our employee innovation
competitions and our performance in innovation-oriented
industry awards and rankings, such as the Best in KLAS Awards
andthe StevieAwards.
Responsible artificial intelligence
Artificial intelligence is used in several of our products where
it benefits human experts working in complex professional
fields. We use natural language processing (NLP), machine
learning (ML), deep learning (DL), and virtual assistants (bots)
in many of our solutions in order to augment and streamline
customer workflows and provide new or improved insights.
Innovation is supported by ourcentral product development
team, the Digital eXperience Group, which works closely with
our business units and our customers to build new features,
modules, and platforms. DXG uses a customer-centric,
contextual design process to develop solutions based on
the scaled agile framework. DXG currently has six centers
of excellence: user experience, artificial intelligence, IP and
patents, architecture and asset reuse, quality engineering,
and application security. Ourtechnology architecture is
increasingly based on globally scalable platforms that use
standardized components. Newsolutions are built cloud-first.
We measure innovation by monitoring product development
spending and progress against product roadmaps at the
business unit level. In 2023, product development spending
increased in constant currencies to reach 11% of total
revenues, slightly higher than envisaged under our current
strategic plan. Key product launches during 2023 include
vrClinicals for Nursing, CCH Axcess Engagement, CCH
Tagetik Global Minimum Tax, Enablon ESG Excellence, and
OneSumX for Basel IV. This was followed in early 2024 by CT
Corporation’s new solution for compliance with the new U.S.
beneficial ownership reporting rules. During 2023, we invested
in deploying new generative AI technology into our solutions
and launched our first beta versions of Gen AI applications for
UpToDate and two legal solutions.
We foster idea generation through our annual Global
Innovation Awards (GIA), which rewards teams who develop
innovative solutions that improve customer outcomes and
experiences or transform our own internal processes. Each
year, hundreds of employees participate in the challenge,
putting their creativity to work in collaboration with
colleagues.
Strategy and business model
continued
New Milan office: enhancing well-being
and reducing emissions
We have a long-term program in place, designed to optimize
our global office footprint. This program aims to provide
employees a positive workplace experience while streamlining
operating costs, meeting environmental standards, and
reducing our greenhouse gas (GHG) emissions.
In 2023, this program achieved a 5% underlying reduction
in our real estate footprint as measured in square meters,
resulting in a 8% reduction in our scope 1 and scope 2 GHG
emissions. In coming years, this program will support us in
achieving our near-term SBTi targets for these scopes, while
also enhancing the well-being of our employees.
Our new leased office in Milan exemplifies all of the program’s
objectives. The new building adheres to the LEED V4 BD+C
protocol, which emphasizes eco-conscious construction,
and holds a Well Building Standard (WELL) certification, the
world’s leading health-focused building standard. It is also
certified for advanced digital infrastructure, showcasing our
holistic approach to sustainability and employee well-being.
It is equipped with a Siemens Building Management System
(BMS) to optimize energy consumption by monitoring and
automating plant engineering systems.
The architecture of the new Milan office promotes the well-
being and safety of its occupants. The design incorporates
spacious terraces, large communal areas, and windows that
can be opened, providing a pleasantenvironment for high-
quality work. Conveniently located near public transport and
equipped with electric charging stations, the office supports
sustainable commuting. Inside, eco-friendly features such
as recycled office materials, potable water sources, waste
separation areas, and energy-efficient LED lighting create an
environmentally-conscious workspace.
Customer case
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Strategy and business model
groups, drives global alignment to the program’s objectives.
We perform regular information security risk assessments to
assess and evaluate the effectiveness of the security program.
The program is assessed annually by an independent third
party, allowing us to measure our performance each year with
a cybersecurity maturity score. Since 2020, the cybersecurity
maturity score has been based on the National Institute of
Standards and Technology, Cybersecurity Framework (NIST-CSF)
which is a risk-based model.
A target for our cybersecurity maturity score has been
included in Executive Board and senior management
remuneration for the past three years and will again be
included in 2024. In 2023, the cybersecurity maturity score
increased, exceeding the target for the year. Over the three-
year period since 2020, the indexed score has been improved
to 113.8 compared to the base year (2020 = 100.0). For more
information, see Remuneration report.
We have a cross-functional global information security
incident response team that promptly analyzes security
incidents, assesses the potential impact, determines if any
immediate risks exist, and takes prompt actions to mitigate
any harm to the company. We maintain a written global
information security program of policies, procedures, and
controls aligned to NIST-CSF, ISO 27001, and other equivalent
standards. These govern the processing, storage, transmission,
and security of data.
For select systems, applications, and services, we have
achieved over 85 attestations and certifications, most notably
SOC 1 Type 1, SOC 2 Type 2, HITRUST, FedRAMP, CSA STAR,
and MSDPR. In addition, some of our locations that support
IToperations and some of our products have attained
ISO27001 certification.
We also deploy other advanced technologies, such as digital
twins and robotic process automation (RPA) to the benefit
ofcustomers. In 2023, around 50% of our digital revenues were
from solutions that incorporate these various forms of AI.
As a company that holds ethics and good governance in high
regard, we are committed to developing artificial intelligence
in an ethical and responsible manner. We have developed an
Artificial Intelligence Assurance Framework and Responsible
Artificial Intelligence Principles that incorporate key principles
such as privacy and security, transparency and explainability,
governance and accountability, fairness, non-discrimination,
and human-centeredness. The Responsible AI Framework
and principles lead us to embed good practices throughout
the design, development, use, and evaluation of AI-enabled
solutions. We actively monitor legislative developments such
as the EU Artificial Intelligence Act and ethics guidelines
issued by organizations and expert working groups to ensure
we are aware of evolving best practices in this area.
Cybersecurity
Customers rely on us to deliver our platforms and services
safely and reliably while safeguarding their data. We are
committed to protecting the personal and professional
information of our employees, customers, and partners.
We manage a global information security program built on
people, processes, and technology and designed to protect our
organization, products, and customers. The security program
has a three-tiered management structure. It is overseen by our
Security Council which is comprised of senior leaders from the
five divisions and from functional areas. Our Chief Information
Security Officer is responsible for managing and monitoring
the overall program. Our Technology Council implements
initiatives and, together with dedicated taskforce
Strategy and business model
continued
UpToDate brings access to quality
information to clinicians in 180 countries
Our clinical decision tool UpToDate is used by over 2 million
clinicians around the world. To ensure highest quality,
transparency, and clarity of its evidence-based content,
UpToDate follows a rigorous editorial policy and process.
UpToDate content, which covers more than 12,000 topics
across 25 medical specialties, is developed by more than
7,000 contributing experts, leading practitioners in their
respective fields, who work with our in-house team of editors,
led by an editor-in-chief. Editors perform a continual review
of over 400 of the top, peer-reviewed medical journals, as
well as key clinical databases and other resources. Topics are
updated when new evidence or information emerges but only
after careful and extensive review by our expert contributors
who can provide context and clinical guidance. Each
UpToDate specialty area has dedicated reviewers responsible
for anonymous peer review of selected topics. UpToDate user
comments are also reviewed and incorporated into topics
where appropriate or necessary.
This layered, iterative review process allows us to ensure
the content addresses the relevant clinical questions; meets
editorial standards for quality, clarity, and usability; and is
free from commercial bias.
→ For insight into how we mitigate cybersecurity risks, see IT
and cybersecurity on page 53 in Risk management
Customer case
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Strategy and business model
Our specific guidance for 2024 is
provided below.
We expect sustained good organic growth in line with prior
year and a further modest increase in the adjusted operating
profit margin. Margin improvement is expected to be realized
in the second half of the year, mainly due to timing of
investments. Our group-level guidance for 2024 is shown in
the table below:
performance indicators 2024 guidance 2023 actual
Adjusted operating profit
margin (%) 26.4-26.8 26.4
Adjusted free cash flow
(€ million) 1,150-1,200 1,164
ROIC (%) 17.0-18.0 16.8
Diluted adjusted EPS
growth Mid to high single digit 12%
Guidance for adjusted operating profit margin and ROIC is in reporting
currencies and assumes an average rate in 2024 of €/$1.11.
Guidance for adjusted free cash flow and diluted adjusted EPS is in
constant currencies (€/$ 1.08).
Guidance reflects share repurchases of €1 billion in 2024.
In 2023, Wolters Kluwer generated over 60% of its revenues
and adjusted operating profit in North America. As a rule of
thumb, based on our 2023 currency profile, each 1 U.S. cent
move in the average €/$ exchange rate for the year causes
an opposite change of approximately 3 euro cents in diluted
adjusted EPS¹.
We include restructuring costs in adjusted operating profit. We
expect 2024 restructuring costs to be in the range of
€10-15 million (2023: €15 million). We expect adjusted net
financing costs² in constant currencies to increase to
approximately €60 million. We expect the benchmark tax rate
on adjusted pre-tax profits to increase and to be in the range
of 23.0%-24.0% (2023: 22.9%).
Capital expenditures are expected to remain at the upper end
of our guidance range of 5.0%-6.0% of total revenues (2023:
5.8%). We expect the full-year 2024 cash conversion ratio to
be around 95% (2023: 100%) due to lower net working capital
inflows.
Our guidance assumes no additional significant change to
the scope of operations. We may make further acquisitions or
disposals which can be dilutive to margins, earnings, and ROIC
in the near term.
2024 Outlook by division
Our guidance for 2024 organic growth by division is
summarized below. We expect the increase in group adjusted
operating profit margin to be driven primarily by our Health,
Legal & Regulatory, and Corporate Performance & ESG
divisions in 2024.
Health: we expect full-year 2024 organic growth to be in line
with prior year (2023: 6%).
Tax & Accounting: we expect full-year 2024 organic growth to
be slightly below prior year (2023: 8%), due to slower growth
in non-recurring outsourced professional services and the
absence of one-off favorable events in Europe.
Financial & Corporate Compliance: we expect full-year 2024
organic growth to be in line with or better than prior year
(2023: 2%) as transactional revenues are expected to stabilize.
Legal Regulatory: we expect full-year 2024 organic growth to
be in line with prior year (2023: 4%).
Corporate Performance & ESG: we expect full-year 2024
organic growth to be better than in the prior year (2023: 9%) as
Finance, Risk & Reporting revenues stabilize.
2024 Outlook
¹ This rule of thumb excludes the impact of exchange rate movements
on intercompany balances, which is accounted for in adjusted net
financing costs inreported currencies and determined based on
period-end spot rates and balances.
² Adjusted net financing costs include lease interest charges.
Guidance for adjusted net financing costs in constant currencies
excludes the impact of exchange rate movements on currency
hedging and intercompany balances.
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2024 Outlook
Organizational
structure
Wolters Kluwer is organized around
five customer-facing divisions
supported by three centralized teams
and a corporate office.
Health
• Clinical Solutions
• Health Learning,
Research & Practice
Tax & Accounting
• North America
• Europe
• Asia Pacific & ROW
Financial & Corporate
Compliance
• Legal Services
• Financial Services
Legal & Regulatory
• Information Solutions
• Software
Corporate
Performance & ESG
• EHS/ORM
• Corporate
Performance,
InternalAudit, and FRR
€1.5bn
revenues 2023
€1.5bn
revenues 2023
€1.1bn
revenues 2023
€0.9bn
revenues 2023
€0.7bn
revenues 2023
Global Growth Markets
• China, India, and Brazil
• Global expert solutions
• Local market knowledge
Digital eXperience Group
• Innovation and product
development
• Development centers of
excellence
• Technology asset management
Global Business Services
• Technology infrastructure
• Operational excellence programs
• Procurement and shared services
180+
FTEs
4,500+
FTEs
1,200+
FTEs
Operating costs and FTEs of Global Growth Markets, Digital eXperience Group, and Global Business Services are allocated to the customer-facing
divisions.
Executive Board & Corporate Office
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Organizational structure and executive team
Executive team
Tax & AccountingHealth Financial & Corporate
Compliance
Legal & Regulatory Corporate Performance
&ESG
Stacey Caywood CEO
We offer clinical technology and
evidence-based solutions for
clinicians, patients, researchers,
students, and future healthcare
providers. Our focus is on clinical
effectiveness, research, learning,
surveillance, compliance, and data
solutions. Our proven solutions
drive effective decision-making
and consistent outcomes in
healthcare.
Customers include hospitals,
healthcare organizations,
students, clinicians, schools,
libraries, payers, life sciences, and
pharmacies.
Product brands include UpToDate,
Lippincott, Medi-Span, Ovid, and
Health Language.
Jason Marx CEO
We empower tax and accounting
professionals, and governing
authorities to grow, manage, and
protect their business and clients.
Our solutions combine domain
expertise, advanced technology,
and workflows for compliance,
productivity, management, and
client relationships.
Customers include accounting
firms, tax and auditing
departments, government
agencies, libraries, and
universities.
Product brands include CCH
AnswerConnect, CCH Axcess,
ADDISON, CCH iFirm, A3 Software,
Genya, Twinfield, CCH ProSystem
fx, and ATX.
Steve Meirink CEO
We provide financial institutions,
corporations, small businesses,
and law firms with solutions to
help meet regulatory and legal
obligations, improve efficiency,
and achieve better outcomes.
We offer technology-enabled
services and software solutions
for loan compliance, regulatory
compliance, legal entity
management, and corporate
services.
Customers include corporations
and small businesses, law firms,
banks, non-bank lenders, insurers,
brokers, and other financial
institutions.
Product brands include CT
Corporation, BizFilings, eOriginal,
ComplianceOne, Lien Solutions,
Expere, GainsKeeper, and Wiz.
Martin O’Malley CEO
We help legal and compliance
professionals enhance
productivity, mitigate risk,
and solve complex problems
confidently. With expert
information and advanced
technologies, we enable
professionals to thrive in the
ever-changing fields of legal and
regulatory compliance.
Customers include law firms,
corporate legal departments,
notaries, universities, and
government agencies.
Product brands include VitalLaw,
Passport, TyMetrix 360°, Kleos,
Legisway, LEX, ONE, Schulinck,
Wolters Kluwer Online, Kluwer Law
International, and InView.
Karen Abramson CEO
We provide enterprise software
solutions to streamline reporting
processes, manage risks, and
meet regulatory requirements.
Our comprehensive suite of
tools and services provide
professionals in finance,
environment health and safety,
operational risk management,
regulatory reporting, risk
and compliance, and internal
audit with integrated financial,
operational, and ESG performance
management and reporting
solutions.
Customers include corporate
finance, audit, planning, risk,
EHS/ORM, and sustainability
professionals in corporations,
banks, and governments.
Product brands include CCH
Tagetik, Enablon, TeamMate, and
OneSumX.
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Organizational structure and executive team
Executive team
continued
→ Full list of management
www.wolterskluwer.com/en/
about-us/management
Digital eXperience Group
Dennis Cahill CTO
The Digital eXperience Group
creates cutting-edge digital
solutions in collaboration with
global business units. Our mission
is to accelerate innovation and
leverage technology investments.
We drive innovation through
six centers of excellence: user
experience, artificial intelligence,
IP & patent, architecture & asset
reuse, quality engineering, and
application security.
Global Growth Markets
Cathy Wolfe President & CEO
Global Growth Markets (GGM)
focuses on developing the
company’s strategic presence
in China, India, Brazil, and
other geographic markets.
GGM’s mission is to apply local
market knowledge to service
professionals with global and
local expert solutions.
Global Business Services
Andres Sadler CEO
Global Business Services (GBS)
improves and transforms our
internal technology infrastructure,
including IT operations, workplace
technologies, cybersecurity, IT
architecture, engineering services,
and network and enterprise
systems. GBS supports the
company’s digital transformation
in technology, strategic sourcing,
procurement, operational
excellence, collaboration services,
analytics, and events.
Corporate office
The Corporate Office sets the
global strategic direction for
the company and ensures good
corporate governance. Its mission
is to support and provide an
enabling business and operating
environment, to help realize our
strategy to deliver impact to our
customers, employees, investors,
and society at large.
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Organizational structure and executive team
Innovative solutions for
better health outcomes
Supporting professionals across
the healthcare ecosystem with
leading technology to provide
the best evidence-based
patient care.
Health
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Our mission is to
advance the best
care everywhere
through trusted
clinical technology
and evidence-based
medicine.
“
2024 will be a
watershed year for
generative AI in
healthcare and we
aim to play a major
part.
Stacey Caywood
CEO Wolters Kluwer Health
Business overview
Wolters Kluwer Health provides trusted clinical technology and
evidence-based solutions that drive effective decision-making
and improved outcomes across healthcare.
We support millions of clinicians, patients, researchers, and
students around the world.
Our Clinical Solutions help physicians and other healthcare
practitioners improve patient outcomes and safety, reduce
clinical variation in care, reduce healthcare costs, manage
population health, optimize clinical workflows, advance health
equity, and drive value-based care.
Our Health Learning, Research & Practice business supports
the advancement of clinical knowledge and the discovery of
new drugs and medical treatments. Our learning solutions
help educate millions of doctors, nurses, and other healthcare
professionals around the world each year.
Market trends
• Emerging use of generative AI in healthcare
• Demand for solutions to alleviate pressure on
hospitals and staff
• Medical institutions continue to seek cost savings
• Demand for practice-ready nurses, physicians, and other
health professionals
• Continued growth in open access medical research
• Continued focus on consumer-centric care
HPMC and Sentara drive quality
improvement with Ovid Synthesis
Hollywood Presbyterian Medical Center (HPMC) and Norfolk,
Virginia-based Sentara Healthcare have implemented Ovid
Synthesis Clinical Evidence Manager to support their clinical
research initiatives. Ovid Synthesis Clinical Evidence Manager
is a cloud-based, AI-enabled workflow tool that increases
the efficiency of the entire clinical research process, from
streamlining literature review and evidence appraisal
to increasing collaboration between departments and
facilitating decisions about dissemination.
Sentara is using the solution in its Nurse Residence Program.
The Director of Library Services at Sentara commented,
“Sentara has used Ovid for years to help our clinicians
with research. We have now added Ovid Synthesis Clinical
Evidence Manager to assist with all our clinical research and
tracking, as well as compliance for Magnet recognition and
renewal. Based on our experience, we anticipate productive
research support from this new product”.
HPMC is leveraging Ovid Synthesis Clinical Evidence Manager
to support its implementation of Shared Governance. The
Director of Education at HMPC remarked, “We are investing
in Ovid to support the education department as well as
assisting in the rollout of Shared Governance throughout
the medical center. The Shared Governance rollout is a
collaboration between our caregivers and leadership to
improve patient care, streamline the work environment, and
ensure the most accurate, up-to-date information is available
to the care teams. Ovid Synthesis is a key element in this
initiative”.
“
Customer case
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Health
Review of 2023 performance
• Clinical Solutions sustained 7% organic growth.
• Health Learning, Research & Practice grew 5% organically.
• Margin reflects operational gearing and mix shift, partly
offset by higher personnel costs.
Wolters Kluwer Health revenues increased 7% in constant
currencies and 6% organically (2022: 5%). Adjusted operating
profit increased 8% in constant currencies and 7% on an
organic basis. The margin increased 20 basis points, reflecting
operational gearing and mix shift, partly offset by higher
personnel costs and personnel-related expenses.
Operating profit increased 8% overall, reflecting the increase
in adjusted operating profit and the absence of impairments
of acquired identifiable intangible assets recorded in the prior
year.
Clinical Solutions (55% of divisional revenues) delivered
7% organic revenue growth (2022: 7%). Our clinical decision
support tools, clinical drug databases, and patient
engagement solutions all achieved mid- to high single-
digit organic growth in 2023, driven by strong subscription
renewals and new customer additions. European revenues for
UpToDate achieved double-digit organic growth. Revenues in
surveillance, compliance, and medical terminology solutions
remained soft. On June 7, 2023, we acquired Invistics, a U.S.
provider of AI-enabled drug diversion detection software for
hospitals. In October 2023, we launched the first beta version
of UpToDate leveraging generative AI technology (AI Labs).
Health Learning, Research & Practice (45% of divisional
revenues) achieved 5% organic revenue growth (2022: 3%),
as Ovid benefitted from new revenues generated under the
New England Journal of Medicine digital distribution contract
won in 2022. Across all journals, growth was led by digital
subscriptions and open access fees, which more than offset
declines in print subscriptions, advertising, and reprints.
Ovid Synthesis Clinical Evidence Manager, launched in 2022,
continued to add new customers. In education and practice,
organic growth moderated due to print book revenues which
declined 3% (2022: growth of 16%). Our nursing business was
expanded with the acquisition of educational solutions and
test preparation provider NurseTim in January 2023.
Our customers
Hospitals, healthcare organizations, clinicians, students,
schools, libraries, payers, life sciences, and pharmacies
Top products
Clinical Solutions: UpToDate clinical decision support, Medi-
Span and other drug databases, patient engagement, Sentri7,
Simplifi+, and Health Language
Health Learning, Research & Practice: Ovid, Lippincott nursing
solutions, medical books, and journals
→ Complete list of Health solutions
https://www.wolterskluwer.com/en/
health
Health
continued
Selected awards 2023
Invistics drug diversion ranked #1 by
KLAS Research in AI/ML effectiveness
Sentri7 and Simplifi+ received Black
Book award for top client satisfaction
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Health
Health
continued
Organic growth in revenues
6
%
Recurring
91
%
recurring revenues as % of division total
Digital
89
%
digital revenues as % of division total
Health – Year ended December 31
€ million, unless otherwisestated 2023 2022 ∆ ∆ CC ∆ OG
Revenues 1,508 1,448 +4% +7% +6%
Adjusted operating profit 454 434 +5% +8% +7%
Adjusted operating profitmargin 30.1% 29.9%
Operating profit 406 376 +8%
Net capital expenditure 49 42
Ultimo FTEs 3,333 3,116
∆: % Change; ∆ CC: % Change in constant currencies (€/$ 1.05); ∆ OG: % Organic growth.
Clinical Solutions 55%
Learning, Research & Practice 45
%
2023 Revenues by segment
Recurring 91%
Print books 4%
Other non-recurring 5%
2023 Revenues by type
North America 76%
Europe 9%
Asia Pacific & ROW 15%
2023 Revenues by
geographic market
Software 3%
Digital information 86%
Services and print 11%
2023 Revenues by
media format
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Health
Expert solutions tooptimizetax
and accounting processes
Software delivering deep
domain knowledge and
workflow automation to
ensure compliance, improve
productivity, and strengthen
client relationships.
Tax & Accounting
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Our unwavering
focus on innovation
helps improve
how professionals
work, make critical
decisions, and plan
for the future of
their businesses.
“
Jason Marx
CEO Tax & Accounting
Business overview
Wolters Kluwer Tax & Accounting enables professionals in tax
and accounting firms of all sizes to grow, manage, and protect
their business and their clients’ businesses.
Our expert solutions support the digitization of workflows
andenable collaboration, ultimately driving efficiencies and
better results.
In our Tax & Accounting businesses around the world, we
serve tax and accounting firms with cloud-based and on-
premise software suites, research solutions, and professional
services to support professional workflows, including
compliance, audit, and firm management. Our customers also
include businesses, government agencies, and academia.
Market trends
• Firms turning to advanced and intelligent technologies to
drive efficiency and enable higher value work
• Continued rise in regulatory intensity and complexity
• Cloud solutions starting to mature with the focus shifting
from migration to adoption
• Continued shortage of professionals driving accounting
firm demand for efficiency solutions
Randall L. Sansom increases efficiency
with CCH Axcess
Randall L. Sansom CPAs, a professional accounting firm based
in Florida, uses Wolters Kluwer’s U.S. cloud-based solution
suite, CCH Axcess, to manage its practice and support its
operations, with both its administrative staff and its tax
advisors using a variety of software modules, including CCH
Axcess Practice for firm management, CCH Axcess Tax for
calculations and filing, Workstream for scheduling, and CCH
Answer Connect for research.
The CCH Axcess platform is the only complete cloud solution
in the U.S. market today that provides a seamless platform
for tax, audit, and firm management. The product has had
a significant impact on Randall L. Sansom’s productivity,
enabling the firm to focus on providing high-value expertise
to their clients. With CCH Axcess, the efficiency gains the
firm has achieved has resulted in hours of saved time and
improved the work/life balance of staff. Since implementing
CCH Axcess, the firm’s staff can complete more work with
fewer people.
According to the firm’s CEO, “With the entire array of products
that we have, we’re saving between one and two hours on
the tax preparer side of things that an admin person is able
to do. And it has cut down on my admin time, at least 45
minutes to an hour and a half, depending on the size of the
return. Compared to when I started eight years ago, we’re
doing double the amount of returns with less staff, which
isamazing”.
Customer case
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Tax & Accounting
Selected awards 2023
CCH iFirm named a Bronze Stevie
Award winner for Innovation in Digital
Transformation at APAC Stevie Awards
CCH Axcess Engagement named a 2023
Artificial Intelligence Award winner by
the Business Intelligence Group
Review of 2023 performance
• Organic growth 8%, with all regions performing well.
• Cloud software revenues grew 17% organically.
• Margin stable, despite increase in personnel costs and
related expenses.
The Tax & Accounting division is now focused on professional
accounting firms, as the corporate performance (CCH Tagetik and
U.S. Corporate Tax) and internal audit (TeamMate) units were
moved to the new Corporate Performance & ESG division.
Wolters Kluwer Tax & Accounting revenues increased 8% in
constant currencies and 8% on an organic basis (2022: 8% pro
forma). Adjusted operating profit increased 8% in constant
currencies and 8% on an underlying basis. The margin increased
10 basis points, as operational gearing was offset by higher
personnel costs and related expenditures.
Operating profit increased 6%, largely reflecting the development
of adjusted operating profit.
Tax & Accounting North America (59% of divisional revenues)
achieved 8% organic growth (2022: 10% pro forma) driven by the
continued strong customer uptake of CCH Axcess cloud software
modules, in particular Tax, Document, Practice, and Workflow.
OurU.S. cloud-based audit solution, CCH Axcess Engagement,
firstlaunched in 2022, continued to gain early adopters.
Ouron-premise software solutions saw slower organic growth.
Non-recurring outsourced professional services revenues grew
well, but at a more moderate pace than in the prior year. Our
U.S.publishing unit recorded low single digit organic growth.
Tax & Accounting Europe (35% of divisional revenues) delivered
7% organic growth (2022: 6%) supported by strong renewals and
new sales and boosted by one-off revenues related to property
tax changes in Germany and government stimulus programs in
Spain. Cloud software, including hybrid-cloud solutions, grew
14%organically.
Tax & Accounting Asia Pacific and Rest of World (6% of divisional
revenues) revenues were up 5% organically (2022: 6%), buoyed by
non-recurring revenue growth in China and India.
Our customers
Accounting firms, tax and auditing departments, businesses of all
sizes, government agencies, libraries, and universities
Top products
North America: CCH Axcess, CCH ProSystem fx, CCH Axcess
Engagement, CCH Axcess Workflow, and CCH AnswerConnect
Europe, Asia Pacific, and ROW: A3 Software, ADDISON, CCH
iFirm, Genya, andTwinfield
→ Complete list of Tax &
Accountingsolutions
https://www.wolterskluwer.com/en/
tax-and-accounting
Tax & Accounting
continued
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Tax & Accounting
Tax & Accounting
continued
Organic growth in revenues
8
%
Recurring
91
%
recurring revenues as % of division total
Software
81
%
software revenues as % of
divisiontotal
Tax & Accounting – Year ended December 31
€ million, unless otherwisestated 2023 2022 ∆ ∆ CC ∆ OG
Revenues 1,466 1,394 +5% +8% +8%
Adjusted operating profit 479 455 +5% +8% +8%
Adjusted operating profitmargin 32.7% 32.6%
Operating profit 460 434 +6%
Net capital expenditure 74 67
Ultimo FTEs 7,276 6,693
Δ: % Change; Δ CC: % Change in constant currencies (€/$ 1.05); Δ OG: % Organic growth. 2022 figures are pro forma.
Tax & Accounting North America 59%
Tax & Accounting Europe 35%
Tax & Accounting AsiaPac & ROW 6%
2023 Revenues by segment
Recurring 91%
Print books 1%
Other non-recurring 8%
2023 Revenues by type
North America 59%
Europe 35%
Asia Pacific & ROW 6%
2023 Revenues by
geographic market
Software 81%
Digital information 15%
Services and print 4%
2023 Revenues by
media format
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Strategic report Governance Sustainability statements Financial statements Other information
Tax & Accounting
Technology-enabled services
and solutions
Expert compliance services and
software solutions for financial
institutions, corporations, small
businesses, and law firms.
Financial & Corporate
Compliance
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Our technology-
enabled compliance
solutions help
enhance the safety
and efficiency of
commerce and
banking.
Steve Meirink
CEO Financial &Corporate
Compliance
Business overview
Wolters Kluwer Financial & Corporate Compliance (FCC)
provides financial institutions, corporations, small businesses,
and law firms with solutions that enable compliance with
ever-changing regulatory and legal obligations, improve
efficiency, and help achieve better business outcomes.
The division offers technology-enabled expert services and
software solutions focused on loan compliance, regulatory
compliance, legal entity management, and corporate services.
In Legal Services, we provide corporations, small businesses,
and law firms with the full set of legal entity management
andcorporate services, including business licenses.
In Financial Services, we support banks, non-bank lenders,
credit unions, insurers, and securities firms of all sizes with
a wide array of loan compliance and regulatory compliance
solutions, including lien solutions.
Market trends
• Increasing regulatory complexity forbanks and
corporations
• Rising emphasis on compliance expertise andcapabilities
• Accelerating digital adoption trends across banking and
legal workflows
• Growing appetite for cloud-based, integrated solutions
• Ongoing imperative for operating efficiency
Rubicon Technologies ensures business
license compliance with CT Corporation
Rubicon Technologies, a NYSE-listed company, is a leading
provider of software-based waste, recycling, and fleet
operations products for firms and governments worldwide,
with over 13 million service locations. Rubicon wanted to
ensure it was fully compliant with a key corporate services
requirement ahead of its IPO in 2022, and to do this, they
turned to CT Corporation, a leading U.S. provider of legal
entity management and corporate service solutions.
Specifically, Rubicon needed time-sensitive support to ensure
compliance with its business license filings. It was critical
for the company to demonstrate that all business licensing
requirements were met ahead of its listing on the NYSE. CT
stepped in to run a full assessment on Rubicon’s business
licenses, identifying any gaps in required documentation and
seamlessly reinstating key filings. CT ensured the company
was in full compliance in advance of a critical business
event, driving key value for the customer. To ensure ongoing
adherence to a vast set of business license requirements, CT
enrolled Rubicon in its managed service offering, providing
proactive oversight of the company’s business license
portfolio.
With over 75,000 federal, state, and local jurisdictions in
the U.S. driving distinct business license obligations, CT has
the unique domain expertise to navigate these complex
requirements with ease, providing critical assurance for its
business customers.
“
Customer case
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Financial & Corporate Compliance
Review of 2023 performance
• Organic growth 2%, supported by 7% growth in recurring
revenues.
• Transactional and other non-recurring revenues declined 6%
organically.
• Margin increase reflects tight cost control and favorable
revenue mix.
The Financial & Corporate Compliance division is now
comprised of CT Corporation, which provides registered agent
and other services to U.S. corporations, small businesses, and
law firms, and Compliance Solutions (including Lien Solutions),
which provides software and services to banks and other
lenders. These businesses were part of the former Governance,
Risk & Compliance division.
Financial & Corporate Compliance revenues increased 2% in
constant currencies, including a modest effect from the full
year inclusion of mortgage software provider International
Document Services (IDS), acquired on April 8, 2022. Organic
growth was also 2% (2022: 4% pro forma). The adjusted
operating profit margin increased 160 basis points, as careful
cost control and favorable revenue mix helped mitigate the
impact of higher product investment.
Operating profit increased 5%, largely reflecting the
development of adjusted operating profit.
Legal Services (57% of divisional revenues) posted 2%
organic growth (2022: 2% pro forma) with 8% organic growth
in recurring service subscriptions (2022: 7% pro forma) to
a large extent offset by a 9% decline in Legal Services (LS)
transactional revenues (2022: decline of 4% pro forma).
LS transactional revenues were impacted by the downturn in
U.S. M&A and IPO activity which began in the second half of
2022. In January 2024, CT Corporation launched a dedicated
platform to support the filing needs of U.S. businesses
impacted by the beneficial ownership reporting rule of the
new U.S. Corporate Transparency Act.
Financial Services (43% of divisional revenues) achieved
2% organic growth (2022: 6% pro forma), supported by 5%
organic growth in recurring revenues (2022: 7% pro forma).
Financial Services (FS) transactional and other non-recurring
revenues declined 3% organically compared to growth in the
prior year (2022: 4%). Compliance Solutions transactional
fees were affected by the market-wide downturn in U.S.
loan originations, including mortgages, while Lien Solutions
revenues were flat against a challenging comparable (2022:
14% growth).
Our customers
Corporations, small businesses, law firms, banks, non-bank
lenders, credit unions, insurers, and securities firms
Top products
Legal Services: CT Corporation
Financial Services: ComplianceOne, Expere, eOriginal,
GainsKeeper, and Lien Solutions
→ For more information on FCC
www.wolterskluwer.com/en/about-us/
organization/financial-and-corporate-
compliance
Financial & Corporate Compliance
continued
Selected awards 2023
Compliance Solutions named Category
Leader in Regulatory Intelligence in
Chartis RiskTech100® Rankings
Wolters Kluwer FCC recognized with
ABF Journal’s 2023 Most Innovative
Companies designation
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Financial & Corporate Compliance
Organic growth in revenues
2
%
Recurring
67
%
recurring revenues as % of division total
Software
47
%
software revenues as % of division
total
Financial & Corporate Compliance – Year ended December 31
€ million, unless otherwisestated 2023 2022 ∆ ∆ CC ∆ OG
Revenues 1,052 1,056 0% +2% +2%
Adjusted operating profit 403 387 +4% +7% +7%
Adjusted operating profitmargin 38.3% 36.7%
Operating profit 383 363 +5%
Net capital expenditure 58 52
Ultimo FTEs 3,056 3,122
∆: % Change; ∆ CC: % Change in constant currencies (€/$ 1.05); ∆ OG: % Organic growth. 2022 figures are pro forma.
Financial & Corporate Compliance
continued
Legal Services 57%
Financial Services 43%
2023 Revenues by segment
Recurring 67%
Legal Services transactional 18%
Financial Services transactional 12%
Other non-recurring 3%
2023 Revenues by type
North America 99%
Europe 1%
2023 Revenues by
geographic market
Software 47%
Digital information 6%
Services and print 47%
2023 Revenues by
media format
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Financial & Corporate Compliance
Legal and regulatory insights
and solutions
Actionable insights and
integrated solutions that
streamline legal and regulatory
research, analysis, and workflow.
Legal &
Regulatory
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Martin O’Malley
CEO Legal &Regulatory
Business overview
Wolters Kluwer Legal & Regulatory enables legal and
compliance professionals to improve productivity and
performance, mitigate risk, and solve complex problems
withconfidence.
Our legal information solutions enable law firms, corporate
legal departments, universities, and governments to
streamline legal research, analyses, and workflows. This
enhances legal and regulatory decision-making and outcomes,
ensuring more transparent, just, and safe societies.
Legal & Regulatory’s Enterprise Legal Management (ELM)
solutions support corporate legal operations in increasing
efficiency and saving costs. Our legal practice management
software for law firms enables lawyers to streamline their
legal workflow processes, from document management to
timekeeping and billing.
Legal & Regulatory information solutions provide our
customers with the trusted information, insights, and analytics
they can rely on to make sound decisions.
Market trends
• Customers expect advanced, AI-based features embedded
in legal information solutions and software
• Customers are adopting cloud-based technology to enable
connectivity and enhanceproductivity
• Volume and complexity of regulation continue to rise
• Law firms face newcompetitors
• Corporate law departments and legal operations continue
to streamline their internal processes by leveraging
technology
• Corporate legal departments and law firms are under
pressure to increase productivity
Adtalem improves legal matter and
spend management with TyMetrix 360°
Adtalem Global Education is a leading healthcare educator
that collaborates with organizations to offer academic
curriculums, certifications, and training programs across
various medical sectors around the world. Adtalem wanted
to improve their invoice and accrual processes, including
billing guideline compliance. The company selected TyMetrix
360°, part of Wolters Kluwer ELM Solutions, as the partner
to improve their operations. TyMetrix 360° is a SaaS-based
e-billing and matter management solution that simplifies a
company’s legal billing and streamlines managing matters.
After Wolters Kluwer established an integration between
Salesforce and TyMetrix 360°, users gained increased
transparency and efficiencies due to all matter and financial
data being accessible on a single platform, enabling reporting
and dashboarding that aggregates all information. Director
of Legal Operations at Adtalem commented, “The impact
of these projects has been tremendous for us. We have
saved money, we have reduced our overall outside counsel
spend because we’re not paying for things we shouldn’t be
paying for, and we are getting a better handle on what we’re
spending because our invoices are all running through the
system”.
Since integrating TyMetrix 360°, Adtalem has realized
$1.5 million year-one savings from line-item adjustments,
a 25% reduction in overall outside counsel spend within 12
months, 100% vendor compliance, and automated accruals
and payment processing file creation which saves two FTEs
one workweek monthly.
We’re committed
to empowering our
customers with
the highest quality
content and the
latest AI technology.
“
Customer case
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Legal & Regulatory
Review of 2023 performance
• Organic growth 4%, led by 8% growth in digital subscription
revenues.
• Legal & Regulatory Software (23% of divisional revenues)
grew 5% organically.
• Margin reflects operational gearing and cost control partly
offset by increased investment.
The Legal & Regulatory division now includes Enterprise Legal
Management (previously part of the former Governance, Risk
& Compliance division) while the EHS/ORM software business
(Enablon) is now part of the new Corporate Performance & ESG
division.
Legal & Regulatory revenues declined 4% in constant
currencies, due to the disposal of the French and Spanish legal
publishing assets on November 30, 2022, while the acquisition
of MFAS, acquired on October 31, 2023, had a modest effect.
On an organic basis, revenues sustained 4% growth (2022: 4%
pro forma). Adjusted operating profit increased 4% in constant
currencies and 10% on an organic basis. The margin increased
120 basis points, following an increase in the fourth quarter.
Operational gearing and good expense control were partly
offset by increased product investment and higher personnel
costs and personnel-related expenses.
Operating profit decreased 38%, reflecting the increase in
adjusted operating profit offset by a decline in divestment-
related results.
Legal & Regulatory Information Solutions (77% of divisional
revenues) revenues declined 7% overall and 7% in constant
currencies reflecting disposals. On an organic basis,
Information Solutions recorded 4% growth (2022: 3%), driven
mainly by 8% organic growth in subscriptions to our digital
legal research solutions (2022: 7%). Print subscriptions
declined 9% organically, while print book revenues increased
4% on an organic basis, mainly due to a favorable publication
schedule.
Legal & Regulatory Software (23% of divisional revenues),
comprised of Enterprise Legal Management (ELM) solutions
and our legal practice management software, in aggregate
recorded 5% organic growth (2022: 8% pro forma). ELM
solutions (Tymetrix and Passport) saw strong growth in
ELM transactional volumes partly offset by lower software
implementation services revenues. Legal practice management
software, mainly Kleos and Legisway, recorded high single-digit
organic growth.
Our customers
Legal and compliance professionals inlaw firms, corporate
legal departments, universities, andgovernment organizations
Top products
Legal & Regulatory Information Solutions: VitalLaw, LEX, ONE,
Navigator, and Schulinck
Legal & Regulatory Software: Passport, TyMetrix 360°,
Legisway, and Kleos
Legal & Regulatory
continued
→ Complete list of Legal &
Regulatory solutions
https://www.wolterskluwer.com/en/
about-us/organization/legal-and-
regulatory
Selected awards 2023
VitalLaw winner of Gold Stevie Award
for Legal Information Solution
ELM named Company of the Year,
Legal, in American Business Awards
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Legal & Regulatory
Legal & Regulatory
continued
Organic growth in revenues
4
%
Recurring
78
%
recurring revenues as % of division total
Digital
84
%
digital revenues as % of division total
Legal & Regulatory – Year ended December 31
€ million, unless otherwisestated 2023 2022 ∆ ∆ CC ∆ OG
Revenues 875 916 -4% -4% +4%
Adjusted operating profit 138 133 +4% +4% +10%
Adjusted operating profitmargin 15.7% 14.5%
Operating profit 114 185 -38%
Net capital expenditure 58 61
Ultimo FTEs 4,033 3,892
∆: % Change; ∆ CC: % Change in constant currencies (€/$ 1.05); ∆ OG: % Organic growth. 2022 figures are pro forma.
Legal & Regulatory Software 23%
Legal & Regulatory Information
Solutions 77%
2023 Revenues by segment
Recurring 78%
Print books 5%
ELM transactional 10%
Other non-recurring 7%
2023 Revenues by type
North America 33%
Europe 66%
Asia Pacific & ROW 1%
2023 Revenues by
geographic market
Software 28%
Digital information 56%
Services and print 16%
2023 Revenues by
media format
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Legal & Regulatory
Global enterprise software
Enterprise software solutions
for corporate performance
management, ESG, EHS, risk
management, and assurance.
Corporate Performance
& ESG
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Mandatory ESG
disclosures are
leading to a sea
change in corporate
reporting.
Karen Abramson
CEO Corporate Performance
&ESG
Business overview
Wolters Kluwer Corporate Performance & ESG (CP&ESG)
provides enterprise software solutions and services to
corporations and banks around the world, helping them to
collect, analyze, report, and audit financial, sustainability,
operational, and other performance data.
CP&ESG solutions support corporate responsibility and
sustainability, mitigate and manage operational and financial
risks, improve workplace safety, and facilitate regulatory
reporting and compliance. Our global software solutions and
services help to streamline finance workflows.
CP&ESG solutions are used by corporate finance professionals,
internal auditors, operational risk managers, sustainability
managers, and compliance personnel in corporations and
financial institutions.
Market trends
• Sustainability commitments increase focus on
environmental, health & safety, and operational risk
management
• Rising ESG disclosure, audit, and performance demands
from regulators, investors, employees, and other
stakeholders
• Emergence of global ESG reporting standards as 600+
frameworks start to converge
• Increased demand for solutions that collect and process
large amounts of structured and unstructured data
• Artificial intelligence, cloud, and other advanced
technologies are enabling analytics, insights, and
connectivity that help drive performance
• Finance function emerging as chief aggregator to collect,
analyze, report, and assure financial and non-financial data
Lendlease improves safety and
compliance with Enablon permit-to-work
Lendlease, a global real estate investment, development, and
construction company headquartered in Australia, leverages
the full Enablon platform to manage its environmental,
health, and safety matters across project sites around the
world. The company also leverages the full suite of Enablon
Go mobile applications, which have been key in modernizing
Lendlease’s safety strategy.
In 2022, the company looked for ways to streamline and
improve its permitting procedures in Australia and chose
Enablon’s permit-to-work (PTW) software to help it transition
from an inefficient paper permitting process to a digitized
workflow. Enablon PTW is a digital documented workflow that
authorizes certain people to carry out specific work within
a specified time frame and facilitates clear sign off to show
work has been completed safely and efficiently.
With Enablon’s PTW system, organizations enhance workplace
safety, ensure regulatory compliance, reduce paperwork,
improve communication, and maintain an audit trail of work-
related activities and safety measures.
Lendlease’s partnership with Enablon yielded impressive
results as David Rose, Group EHS Technology Manager at
Lendlease commented, “We’ve done 26,000 digital permits so
far to date since we’ve deployed the solution. If you think of
it from an ESG point of view, that’s a lot of paper considering
a normal permit would be about 2-3 pages per permit”.
Lendlease is now deploying the Enablon PTW solution to its
other operations around the world.
“
Customer case
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Corporate Performance & ESG
Review of 2023 performance
• New division formed in March 2023.
• Organic growth 9%, with recurring revenues up 11% and non-
recurring revenues up 5%.
• Margin reflects higher personnel costs and increased
investment.
The Corporate Performance & ESG division was formed in
March 2023 by bringing together our enterprise software
businesses which were previously part of other divisions: CCH
Tagetik and TeamMate (formerly part of Tax & Accounting),
Enablon EHS/ORM (formerly part of Legal & Regulatory),
and OneSumX Finance, Risk & Reporting (formerly part of
Governance, Risk & Compliance).
The new division’s revenues increased 9% in constant
currencies and 9% on an organic basis (2022: 12% pro forma).
Recurring revenues (65% of divisional revenues) grew 11%
organically (2022: 13% pro forma), while non-recurring
revenues grew 5% (2022: 10% pro forma). Adjusted operating
profit declined 12% in constant currencies and on an organic
basis, impacted by higher personnel costs, increased
investment in product development, and higher sales and
marketing spending.
Operating profit decreased to €26 million, mainly reflecting the
decline in adjusted operating profit and higher amortization of
acquired identifiable intangible assets.
Environmental, Health & Safety, and Operational Risk
Management platform Enablon (23% of divisional revenues),
delivered 16% organic growth (2022: 18%) driven by strong
momentum across both recurring cloud subscription revenue
and on-premise software license fees. In November 2023,
Enablon introduced an updated sustainability solution,
Enablon ESG Excellence.
Our Corporate Performance, Internal Audit, and Finance,
Risk & Reporting businesses (77% of divisional revenues) in
aggregate grew 7% organically (2022: 10% pro forma). The CCH
Tagetik corporate performance management (CPM) solution
delivered 20% organic growth (2022: 19%), driven equally by
recurring cloud revenues as by non-recurring on-premise
software license fees. Software growth was driven by new
customers and increased uptake of modules, such as the new
ESG and Pillar Two Global Minimum Tax modules launched
in 2023. The average software deal size increased year on
year. Non-recurring services revenues were, however, lower
than expected as an increased percentage of software deals
closed in the final months of 2023 were tied to third-party
implementation partners.
Our Corporate Tax unit recorded steady single digit organic
growth. Internal audit solution TeamMate delivered double-
digit organic growth, benefitting from higher license fees
for on-premise software. In July 2023, TeamMate+ ESG was
launched, adding ESG standards to support auditor workflows.
Our FRR unit posted organic revenue decline due to the
conclusion of two large software implementations in Europe
and the full impact of exiting Russia and Belarus. In October
2023, FRR launched OneSumX for Basel to support banks as
they ramp up towards Basel IV compliance.
Our customers
Corporate finance, audit, planning, risk, EHS/ORM, and
sustainability professionals in corporations, banks, and
governments.
Corporate Performance & ESG
continued
Top products
Environmental, Health & Safety, and Operational Risk
Management (EHS/ORM): Enablon
Corporate Performance, Internal Audit, and Finance, Risk &
Reporting: CCH Tagetik, TeamMate, and OneSumX
→ Complete list of Corporate
Performance& ESG solutions
https://www.wolterskluwer.com/en/
about-us/organization/corporate-
performance-esg
Selected awards 2023
Wolters Kluwer named Leader in
Verdantix Green Quadrant for ESG
Reporting & Data Management
Gartner named CCH Tagetik Leader in
Magic Quadrant for Financial Close
and Consolidation
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Corporate Performance & ESG
Organic growth in revenues
9
%
Recurring
65
%
recurring revenues as % of division total
Software
79
%
software revenues as % of division total
Corporate Performance & ESG – Year ended December 31
€ million, unless otherwisestated 2023 2022 ∆ ∆ CC ∆ OG
Revenues 683 639 +7% +9% +9%
Adjusted operating profit 68 79 -14% -12% -12%
Adjusted operating profitmargin 9.9% 12.4%
Operating profit 26 39 -32%
Net capital expenditure 84 73
Ultimo FTEs 3,215 3,111
∆: % Change; ∆ CC: % Change in constant currencies (€/$ 1.05); ∆ OG: % Organic growth. 2022 figures are pro forma.
Corporate Performance & ESG
continued
EHS/ORM 23%
Corporate Performance,
Internal Audit & FRR 77%
2023 Revenues by segment
Recurring 65%
Non-recurring 35%
2023 Revenues by type
2023 Revenues by
geographic market
North America 35%
Europe 48%
Asia Pacific & ROW 17%
2023 Revenues by
media format
Software 79%
Services and other 21%
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Corporate Performance & ESG
Margin increased in
the fourth quarter due
to operational gearing,
mix shift, and a more
normalized cost base.
“
This review provides a summary
of our 2023 IFRS results alongside
a discussion ofadjusted figures
which give deeper insight into our
underlyingperformance.
Revenues
Group revenues were €5,584 million, up 2% overall and up 5%
in constant currencies. Excluding the effect of currency and
the net effect of divestments and acquisitions, organic revenue
growth was 6%, in line with the prior year
(2022: 6%).
Revenue bridge
€ million %
Revenues 2022 5,453
Organic change 310 6
Acquisitions 20 0
Divestments (76) (1)
Currency impact (123) (3)
Revenues 2023 5,584 2
Revenues from North America accounted for 64% of total
group revenues and grew 5% organically (2022: 6%). Revenues
from Europe, 28% of total revenues, grew 7% organically (2022:
6%). Revenues from Asia Pacific and Rest of World, 8% of total
revenues, grew 9% organically (2022: 10%).
Total recurring revenues, which include subscriptions and other
renewing revenue streams, accounted for 82% of total revenues
(2022: 80%) and grew 7% organically (2022: 7%). Within recurring
revenues, digital and service subscriptions grew 8% organically
(2022: 8%). Total non-recurring revenues were stable on an
organic basis (2022: 3% organic growth).
Group financial
review
Kevin Entricken
CFO and member
of the Executive Board
Highlights 2023
• Revenues up 6% organically
• 82% recurring revenues, up 7% organically
• 58% expert solutions revenues, up 8% organically
• 94% revenues from digital products and services
• 16% cloud software revenues, up 15% organically
Transactional revenues declined in Financial & Corporate
Compliance but increased in Legal & Regulatory. Other non-
recurring revenues, mainly on-premise license fees and
software implementation services, increased 1% organically
(2022: 7%), with mixed trends by division.
Revenues by type
€ million, unless otherwise
stated 2023 2022 ∆ ∆ CC ∆ OG
Digital and service
subscription 4,134 3,950 +5% +7% +8%
Print subscription 136 157 -13% -12% -7%
Other recurring 273 281 -3% -1% +3%
Total recurring revenues 4,543 4,388 +4% +6% +7%
Transactional 411 433 -5% -2% -3%
Print books 120 129 -7% -5% 0%
Other non-recurring 510 503 +1% +3% +1%
Total non-recurring revenues 1,041 1,065 -2% 0% 0%
Total revenues 5,584 5,453 +2% +5% +6%
∆: % Change; ∆ CC: % Change in constant currencies (€/$ 1.05); ∆ OG:
% Organic growth. Other non-recurring revenues include software
licenses, software implementation fees, professional services, and other
non-subscription offerings.
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Group financial review
Group financial review
continued
Operating profit
Adjusted operating profit was €1,476 million (2022: €1,424 million), up 6% in constant currencies.
The related margin increased by 30 basis points to 26.4% (2022: 26.1%), in line with our full-year
guidance range. The margin improvement follows a margin increase in the fourth quarter driven
by operational gearing, mix shift, and the comparison to a more normalized cost base in fourth
quarter 2022. Personnel-related expenses increased as expected due to an increase in the
number of employees and due to wage inflation. In addition, there was an expected increase in
personnel-related expenses, such as business travel, events, and training costs.
Product development spending (including capitalized spend) increased in constant currencies
and amounted to 11% of revenues in 2023 (2022: 11%). Restructuring expenses, which are
included in adjusted operating profit, increased to €15 million (2022: €6 million), at the upper
end of our guidance range.
Operating profit declined 1% to €1,323 million (2022: €1,333 million), mainly due to significantly
lower divestment results: we incurred a net disposal gain of €4 million in 2023 compared to
a gain of €75 million in the prior year. Amortization and impairments of acquired identifiable
intangible assets decreased 9% due to reduced impairments in 2023.
Divisional summary
Overall organic revenue growth was 6%, led by Tax & Accounting and Corporate Performance
& ESG. The overall adjusted operating profit margin increased mainly due to full-year margin
increases in Financial & Corporate Compliance and Legal & Regulatory. For a more detailed
discussion, see pages 17-36 of this annual report.
Key figures
€ million, unless otherwise stated 2023 2022 ∆ ∆ CC ∆ OG
Revenues 5,584 5,453 +2%
Operating profit 1,323 1,333 -1%
Profit for the year 1,007 1,027 -2%
Diluted EPS (€) 4.09 4.01 +2%
Net cash from operating activities 1,545 1,582 -2%
Business performance – benchmark figures
Revenues 5,584 5,453 +2% +5% +6%
Adjusted operating profit 1,476 1,424 +4% +6% +7%
Adjusted operating profit margin (%) 26.4 26.1
Adjusted net profit 1,119 1,059 +6% +7%
Diluted adjusted EPS (€) 4.55 4.14 +10% +12%
Adjusted free cash flow 1,164 1,220 -5% -2%
Return on invested capital (%) 16.8 15.5
Net debt 2,612 2,253 +16%
∆: % Change; ∆ CC: % Change in constant currencies (€/$ 1.05); ∆ OG: % Organic growth. Benchmark figures are
performance measures used by management. SeeNote 4 – Benchmark figures fora reconciliation from IFRS to
benchmark figures.
Highlights 2023
• Product development spend was 11% of revenues
• Profit for the year down by 2% and diluted EPS up 2%
• Adjusted net profit for the year up 6%
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Group financial review
Divisional summary
€ million, unless otherwise stated 2023 2022 ∆ ∆ CC ∆ OG
Revenues
Health 1,508 1,448 +4% +7% +6%
Tax & Accounting 1,466 1,394 +5% +8% +8%
Financial & Corporate Compliance 1,052 1,056 0% +2% +2%
Legal & Regulatory 875 916 -4% -4% +4%
Corporate Performance & ESG 683 639 +7% +9% +9%
Total revenues 5,584 5,453 +2% +5% +6%
Adjusted operating profit
Health 454 434 +5% +8% +7%
Tax & Accounting 479 455 +5% +8% +8%
Financial & Corporate Compliance 403 387 +4% +7% +7%
Legal & Regulatory 138 133 +4% +4% +10%
Corporate Performance & ESG 68 79 -14% -12% -12%
Corporate (66) (64) +3% +4% +4%
Total adjusted operating profit 1,476 1,424 +4% +6% +7%
Adjusted operating profit margin
Health 30.1% 29.9%
Tax & Accounting 32.7% 32.6%
Financial & Corporate Compliance 38.3% 36.7%
Legal & Regulatory 15.7% 14.5%
Corporate Performance & ESG 9.9% 12.4%
Total adjusted operating profit margin 26.4% 26.1%
∆: % Change; ∆ CC: % Change in constant currencies (€/$ 1.05); ∆ OG: % Organic growth. 2022 figures are
proforma due to changes in the organizational structure, refer to Note 1 – General and basis of preparation.
Group financial review
continued
Highlights 2023
• Adjusted operating profit €1,476 million, up 6% in constant currencies
• Adjusted operating profit margin up 30 basis points to 26.4%
Corporate expenses
€ million, unless otherwise stated 2023 2022 ∆ ∆ CC ∆ OG
Adjusted operating profit (66) (64) +3% +4% +4%
Operating profit (66) (64) +3%
Net capital expenditure 0 0
Ultimo FTEs 143 132
∆: % Change; ∆ CC: % Change in constant currencies (€/$ 1.05); ∆ OG: % Organic growth.
Net corporate expenses increased 4% in constant currencies and 4% on an organic basis, due to
an increase in personnel costs and related expenses partly offset by lower third-party services
relating to various projects.
Financial position
Balance sheet
Non-current assets, mainly consisting of goodwill and acquired identifiable intangible assets,
decreased by €193 million to €6,340million in 2023, mainly due to amortization and the effect
of foreign exchange differences that were higher than investments insoftware assets and
acquisitions through business combinations during the year.
Total equity decreased by €561 million to €1,749 million, mainly due to the share buybacks,
dividend payments, and exchange differences on translation of foreign operations, partly
offset by the profit for the year. During the year, we repurchased 8.7 million shares for a total
consideration of €1 billion, including 0.5 million shares to offset incentive share issuances (2022:
0.7 million).
In August 2023, we canceled 9.0 million of shares held in treasury (2022:5.0 million shares
canceled). As of December 31, 2023, we held 8.0 million shares in treasury. The total weighted-
averagenumber of shares was 244.9 million in 2023 (2022: 254.7million).
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Group financial review
Balance sheet
€ million, unless otherwise stated 2023 2022 Variance
Non-current assets 6,340 6,533 (193)
Working capital (1,036) (892) (144)
Total equity 1,749 2,310 (561)
Net debt 2,612 2,253 359
Net-debt-to-EBITDA ratio 1.5 1.3 0.2
Net debt, leverage, and liquidity position
Net debt at December 31, 2023, was €2,612 million, compared to €2,253 million at December 31,
2022. The net-debt-to-EBITDA ratio increased to 1.5 (2022: 1.3). Gross debt includes the 8-year
€700 million Eurobond with a 3.750% annual coupon, issued in March 2023. Gross debt
increased due to the increase of borrowings and bank overdrafts to €196 million at December
31, 2023 (2022: €16 million), including €50 million Euro Commercial Paper notes (2022: no notes
outstanding).
Our €600 million multi-currency credit facility remains fully undrawn.
Our liquidity position remained strong with net cash available of €989 million as of
December31,2023.
Working capital
€ million 2023 2022 Variance
Inventories 84 79 5
Current contract assets 160 153 7
Trade receivables 1,087 1,088 (1)
Current operating other receivables 198 244 (46)
Current deferred income (1,899) (1,858) (41)
Other contract liabilities (86) (88) 2
Trade and other operating payables (951) (949) (2)
Operating working capital (1,407) (1,331) (76)
Cash and cash equivalents 1,135 1,346 (211)
Non-operating working capital (764) (907) 143
Total working capital (1,036) (892) (144)
Operating working capital amounted to €(1,407) million, compared to €(1,331) million in 2022,
a decrease of €76 million. This decrease is largely due to autonomous movements in working
capital of €98 million.
Non-operating working capital decreased to €(764) million, compared to €(907) million in 2022,
mainly due to lower short-term bonds during 2023 (€400 million) compared to 2022
(€700 million), partly offset by higher borrowings and bank overdrafts at the end of 2023.
Group financial review
continued
Highlights 2023
• Net debt-to-EBITDA ratio 1.5x
• Liquidity position remained strong
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Group financial review
Financing results, taxation, EPS, and ROIC
Financing results
Total financing results decreased to a net cost of €27 million (2022: €57 million cost), mainly due
to higher interest rates on cash and cash equivalents. Included in total financing results was a
€7 million net foreign exchange gain (2022: €5 million net foreign exchange loss) mainly related
to the translation of intercompany balances. Adjusted net financing costs decreased to
€27 million (2022: €56 million).
Taxation
Profit before tax increased 2% to €1,297 million (2022: 1,276 million). The effective tax rate increased
to 22.4% (2022: 19.5%), as the prior year a significant tax-exempt divestment gain.
Adjusted profit before tax was €1,450 million (2022: €1,368 million), up 6% overall and up 8%
in constant currencies. The benchmark tax rate on adjusted profit before tax increased to
22.9% (2022: 22.6%), mainly due to lower prior year favorable adjustments combined with the
increased limitation on interest deductibility in the Netherlands.
Earnings per share
Total profit for the year decreased 2% to €1,007 million (2022: €1,027million), while diluted
earnings per share increased 2% to €4.09 (2022: €4.01), benefitting from the lower weighted-
average number of shares outstanding.
Adjusted net profit was €1,119 million (2022: €1,059 million), an increase of 7% in constant
currencies. Diluted adjusted EPS was €4.55 (2022: €4.14), up 12% in constant currencies, reflecting
the increase in adjusted net profit and a 4% reduction in the diluted weighted-average number
of shares outstanding to 246.0 million (2022: 255.8 million).
Return on invested capital (ROIC)
In 2023, ROIC was 16.8% (2022: 15.5%), mainly due to a higher adjusted operatingprofit, partly
offset by a higher benchmark tax rate.
Cash flow
€ million, unless otherwise stated 2023 2022 Variance
Net cash from operating activities 1,545 1,582 (37)
Net cash used in investing activities (374) (299) (75)
Net cash used in financing activities (1,481) (991) (490)
Adjusted operating cash flow 1,476 1,528 (52)
Net capital expenditure (323) (295) (28)
Adjusted free cash flow 1,164 1,220 (56)
Diluted adjusted free cash flow per share (€) 4.73 4.77 (0.04)
Cash conversion ratio (%) 100 107
Cash flow
Net cash outflow before the effect of exchange differences was€310million (2022: net cash
inflow of €292 million), due to net cash used in financing activities and investing activities
outweighing net cash from operating activities.
Adjusted operating cash flow was €1,476 million (2022: €1,528 million), down 3% overall
and down 1% in constant currencies. This reflects a cash conversion ratio of 100% (2022:
107%), returning to historical levels (95%-100%). Working capital inflows of €98 million were
significantly lower than in the prior year, while net capital expenditures increased 10% overall
and 11% in constant currencies. Net capital expenditures were €323 million (2022: €295 million),
representing 5.8% of revenues (2022: 5.4%).
Cash payments related to leases, including lease interest paid, decreased to €74 million
(2022: €81 million). Net interest paid, excluding lease interest paid, reduced to €17 million
(2022: €45 million), reflecting higher interest income on cash and cash equivalents.
Group financial review
continued
Highlights 2023
• Adjusted free cash flow €1,164 million, down 2% in constant currencies
• Return on invested capital improved to 16.8%
• Diluted adjusted EPS €4.55, up 12% in constant currencies
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Group financial review
Income tax paid increased to €325 million (2022: €289 million). The net cash outflow related to
restructuring was €1 million (2022: outflow of €12 million). As a result, adjusted free cash flow
was €1,164 million (2022: €1,220 million), down 2% in constant currencies.
Dividends paid to shareholders amounted to €467 million (2022: €424 million). The cash
deployed towards share repurchases was as announced, €1 billion, and in line with prior year
(2022: €1 billion).
Acquisitions and divestments
Total acquisition spending, net of cash acquired and including transaction costs, was
€68 million (2022: €95 million), and primarily related to the acquisitions of NurseTim on January
9, 2023, Invistics on June 7, 2023, and tax content and tools provider, MFAS, on October 31, 2023.
In 2023, net divestment proceeds amounted to €8 million, compared to €106 million in 2022
which mainly included the divestment of the legal information units in France and Spain.
Leverage and financial policy
Wolters Kluwer uses its cash flow to invest in the business organically and through acquisitions
to maintain optimal leverage, and provide returns to shareholders. We regularly assess our
financial position and evaluate the appropriate level of debt in view of our expectations for
cash flow, investment plans, interest rates, and capital market conditions.
While we may temporarily deviate from our leverage target attimes, we continue to believe
that, in the longer run, a net-debt-to-EBITDA ratio of around 2.5 remains appropriate for
ourbusiness given the high proportion of recurring revenues and resilient cash flow.
Group financial review
continued
Highlights 2023
• Proposed 2023 total dividend €2.08 per share, an increase of 15%
• Completed 2023 share buyback €1 billion
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Group financial review
Governance
44 Corporate governance
50 Risk management
60 Statements by the Executive Board
61 Executive Board and Supervisory Board
63 Report of the Supervisory Board
70 Remuneration report
Governance
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This chapter provides an outline
of the broad corporate governance
structure of the company. Wolters
Kluwer N.V., a publicly listed
company organized under Dutch
law, is the parent company of the
Wolters Kluwer group. The corporate
governance structure of the company
is based on the company’s Articles of
Association, the Dutch Civil Code, the
Dutch Corporate Governance Code
published in 2022 (the ‘Corporate
Governance Code’), and all applicable
laws and regulations.
Introduction
The company has a two-tier board structure consisting of an
Executive Board and a Supervisory Board. The Executive Board
and the Supervisory Board are responsible for the corporate
governance structure. The Executive Board consists of the
CEO and CFO and is entrusted with the management and
day-to-day operations of the company. The Supervisory Board
supervises the policies of the Executive Board and the general
affairs of the company and its enterprise, taking into account
the relevant interests of the company’s stakeholders, and
advises the Executive Board.
This Corporate governance chapter includes the corporate
governance statement as specified in section 2a of the Decree
with respect to the contents of the annual management report
(Besluit inhoud bestuursverslag). During 2023, Wolters Kluwer
has reviewed the changes in the Corporate Governance Code
compared to the prior Code and took the necessary steps to
implement these changes. This included an update of the
By-Laws of the Supervisory Board and Executive Board, as
well as the Terms of Reference of the Audit Committee and
the Selection and Remuneration Committee. Wolters Kluwer
complies with all Principles and Best Practice Provisions of the
Corporate Governance Code, unless stipulated otherwise in
this chapter. Potential future material corporate developments
might, after thoughtful considerations, justify deviations
from specific topics and recommendations as included in
the Corporate Governance Code, which will always be clearly
explained. Corporate Governance will be added to the agenda
of the 2024 Annual General Meeting of Shareholders, as a
specific discussion item.
→ The Dutch Corporate Governance
Code is available at www.mccg.nl
Executive Board
The Executive Board is responsible for the continuity of the
company and its affiliated enterprise and for sustainable
long-term value creation by the company and its affiliated
enterprise. This responsibility includes the development and
execution of the strategy focused on sustainable long-term
value creation, formulating targets in relation to the strategy,
appropriate risk management and internal control systems,
and sustainability and environmental, social, and governance
(ESG) matters. The Executive Board considers the impact of the
company on people and the environment. Theresponsibilities
are set out in the By-Laws of the Executive Board, which
have been approved by the Supervisory Board. In fulfilling
its management responsibilities, the Executive Board takes
into account the interests of the company and its affiliated
enterprise, as well as the relevant interests of the company’s
stakeholders. The members of the Executive Board are
appointed by the General Meeting of Shareholders.
Corporate
governance
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Corporate governance
The full procedure for appointment and dismissal of members
of the Executive Board is explained in the company’s Articles
of Association. Information on the members of the Executive
Board is provided in the section Executive Board and
Supervisory Board.
→ See Executive Board and
Supervisory Board on page 61
Remuneration
The remuneration of the Executive Board is determined by
the Supervisory Board based on the remuneration policy
adopted by the General Meeting of Shareholders in the 2021
Annual General Meeting of Shareholders by a majority of
97% of the share capital represented. The Supervisory Board
is responsible for the execution of the remuneration policy,
based on the advice of the Selection and Remuneration
Committee. Detailed information about the remuneration
policy and its application in 2023 can be found in the
Remuneration report.
Under the long-term incentive plan (LTIP), Executive Board
members can earn ordinary shares after a vesting period
of three years, subject to clear and objective three-year
performance criteria established in advance. Pursuant to the
amended remuneration policy, the Executive Board members
are required, in line with Best Practice Provision 3.1.2 (vi) of
theCorporate Governance Code, to hold the earned shares
(netof taxes) after vesting for two more years (starting with
the 2021-2023 performance period). However, if an Executive
Board member is eligible for a company-sponsored deferral
program and chooses to participate by deferring LTIP proceeds
upon vesting, then such Executive Board member will be
required to hold the remaining vested shares or a minimum of
50% of vested shares (net of taxes), whichever is higher, for a
two-year period. For the prior performance periods up to and
including the 2020-2022 cycle, Executive Board members were
not required to retain the shares for a period of two years
postvesting.
Term of appointment
Since the introduction of the first Corporate Governance Code
in 2004, Executive Board members are appointed for a period
of four years after which reappointment is possible, in line
with Best Practice Provision 2.2.1 of the Corporate Governance
Code. The existing contract with Ms. McKinstry, who was
appointed before the introduction of the first Corporate
Governance Code and has an employment contract for an
indefinite period, will remain honored.
Severance arrangements
With respect to future Executive Board appointments, the
company will, as a policy, comply with Best Practice Provision
3.2.3 of the Corporate Governance Code regarding the
maximum severance remuneration in the event of dismissal. In
line with this Best Practice Provision, the contract with
Mr. Entricken contains a severance payment of one year’s base
salary. However, the company will honor the existing contract
with Ms. McKinstry who was appointed before the introduction
of the first Dutch Corporate Governance Code.
Change of control
The employment contracts of the Executive Board members
and a small group of senior executives contain stipulations
with respect to a change of control of the company. According
to these stipulations, in the case of a change of control,
the relevant persons will receive 100% of the number of
conditional rights on shares awarded to them with respect to
pending long-term incentive plans of which the performance
periods have not yet ended. In addition, they are entitled to
a cash severance payment if their employment agreements
would end following a change of control.
Supervisory Board
The Supervisory Board supervises the policies of the Executive
Board and the general affairs of the company and its affiliated
enterprise, considering the relevant interests of the company’s
stakeholders, and advises the Executive Board. The supervision
includes the implementation of the sustainable long-term
value creation strategy, the effectiveness of the company’s
internal risk management and control systems, and the
integrity and quality of the financial reporting. The Supervisory
Board also has due regard for sustainability/ESG matters. In
addition, certain resolutions of the Executive Board must be
approved by the Supervisory Board. These resolutions are
listed in the By-Laws of the Supervisory Board and include:
• Transactions in which there are conflicts of interest with
Executive Board members that are of material significance
for the company or the Executive Board member;
Corporate governance
continued
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Corporate governance
• Acquisitions or divestments of which the value is at least
equal to 1% of the annual consolidated revenues of
thecompany;
• The issuance of new shares or granting of rights to subscribe
for shares; and
• The issuance of bonds or other external financing of which
the value exceeds 2.5% of the annual consolidated revenues.
The responsibilities of the Supervisory Board are set out in the
By-Laws of the Supervisory Board.
Appointment and composition
The members of the Supervisory Board are appointed by
the General Meeting of Shareholders. The full procedure of
appointment and dismissal of Supervisory Board members is
explained in the company’s Articles of Association. The current
composition of the Supervisory Board can be found in the
sections Executive Board and Supervisory Board and Report
of the Supervisory Board. The composition of the Supervisory
Board will always be such that the members are able to act
critically and independently of one another, the Executive
Board, and any particular interests. As a policy, the Supervisory
Board in principle aims for all members to be independent of
the company, which is currently the case. The independence
of Supervisory Board members is monitored on an ongoing
basis, based on the criteria of independence as set out in Best
Practice Provisions 2.1.7 and 2.1.8 of the Corporate Governance
Code and Clause 1.5 of the Supervisory Board By-Laws.
The number of supervisory board memberships of all
Supervisory Board members is limited to such extent that the
proper performance of their duties is assured. As stipulated
in the By-Laws of the Supervisory Board, the number of board
memberships of large Dutch companies and listed companies
globally may not exceed five (with a Chair position counting
double). The number of board memberships of all Supervisory
Board members is currently in compliance with the maximum
number of board seats allowed under Dutch law and the
By-Laws.
Further information on the Supervisory Board members can be
found in the section Executive Board and Supervisory Board.
→ See Executive Board and
Supervisory Board on page 61
Provision of information
We consider it important that the Supervisory Board members
are well informed about the business and operations of the
company. The Chair of the Supervisory Board, the CEO and
Chair of the Executive Board, and the Company Secretary
monitor, on an ongoing basis, that the Supervisory Board
receives adequate information. In addition, the CEO sends
written updates to the Supervisory Board about important
events. The Chair of the Supervisory Board and the CEO
hold several meetings and calls per year outside of formal
meetings, to discuss the course of events at the company.
The Supervisory Board also has direct contact with
management beyond the Executive Board level. Operating
managers, including divisional CEOs, are regularly invited to
present to the Supervisory Board on the operations, market
developments, and business developments. In addition, the
company facilitates visits to business units and individual
meetings with staff and line managers. Various members
of staff also attend Audit Committee and Selection and
Remuneration Committee meetings.
Committees of the Supervisory Board
The Supervisory Board has two standing committees: the Audit
Committee and the Selection and Remuneration Committee.
The responsibilities of these committees can be found in
their respective Terms of Reference. A summary of the main
activities of these committees, as well as the composition, can
be found in the Report of the Supervisory Board.
Remuneration
The remuneration of the Supervisory Board members is
determined by the General Meeting of Shareholders. The
remuneration does not depend on the results of the company.
The Supervisory Board members do not receive shares or
stock options by way of remuneration, nor are they granted
loans. The remuneration policy was adopted by the Annual
General Meeting of Shareholders in 2021. For more information
on remuneration, see Remuneration report.
→ See Remuneration report
on page 70
Corporate governance
continued
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Corporate governance
Diversity
Diversity, equity, inclusion, and belonging (DEIB) is an
important topic for the Supervisory Board and Executive
Board. The DEIB policy for the Supervisory Board is included
as an annex to the Supervisory Board By-Laws. Elements of
diversity include among others nationality, gender, age, and
expertise. Based on Dutch law, the Supervisory Board must
have a representation of at least 33% male and at least 33%
female. For the Executive Board, we also have a target of at
least 33% representation of both male and female. These
targets are currently met. In accordance with Dutch legislation
which became applicable in 2022, we have also set a target
to increase the female representation in our executive career
band by 2% by 2028 from a 2022 baseline. In the coming years,
we will continue working towards achieving this through
equitable and inclusive employee practices and experiences
that improve female representation in hiring, promotions,
and talent retention. In addition, a global DEIB policy for
all employees worldwide was drafted and implemented in
2023. Our Chief Human Resources Officer reports into our
CEO and Chair of the Executive Board, who as such has
ultimate responsibility for the DEIB strategy and the execution
thereof. For more information on DEIB, see the Sustainability
statements.
Currently, the male/female representation of the Supervisory
Board is 33% male and 67% female. After the appointment of
Mr. David Sides to the Supervisory Board and the retirement of
Ms. Jeanette Horan, the representation will be 50% male and
50% female. This is in line with Dutch law. The male/female
presentation in the Executive Board is 50%/50%, which is in
line with our target for diversity in the Executive Board. The
Supervisory Board composition comprises expertise within
the broad information industry as well as specific market
segments in which the company operates. Three nationalities
are represented on the Supervisory Board. The composition of
the Supervisory Board is in line with its diversity policy, Dutch
law, and the competency, skills, and experience requirements
as described in its profile.
→ See Executive Board and
Supervisory Board on page 61
Insider dealing policy
The members of the Executive Board and the Supervisory
Board are bound to the Wolters Kluwer Insider Dealing Policy
and are not allowed to trade in Wolters Kluwer securities when
they have inside information or during closed periods. These
periods begin either on the first business day of the quarter, or
30 calendar days prior to the publication of Wolters Kluwer’s
annual results, half-year results, first-quarter trading update,
and nine-month trading update, whichever is earlier. The day
after the announcement of these results or updates, the Board
members can trade again, with prior approval of the securities
compliance officer, which will be granted if they do not have
inside information at that point in time.
Culture
Our Executive Board is responsible for setting the tone for
our culture from the top. The Executive Board has adopted
company values that serve as guidelines for our employees
and are at the heart of the company’s future success.
Our values propel us to put the customer at the center of
everything we do, honor our commitment to continuous
improvement and innovation, aim high and deliver the right
results, and most importantly: win as a team. Our values
and ethical standards are the basis for our decisions for and
interactions with our employees, customers, partners, and
society at large, and for achieving our goals. We maintain a
culture of open communication and a safe environment where
everyone should feel confident to ask a question or raise a
concern without fear of negative consequences. The Executive
Board and the Supervisory Board are committed to ensure
high standards of ethics and integrity and promote openness
through our SpeakUp program. Our employees receive Annual
Compliance Training about our Code of Business Ethics and
other key compliance policies and SpeakUp. In 2023, 99% of
employees completed the Annual Compliance Training. More
information on our Code of Business Ethics and SpeakUp
program can be found in the Sustainability statements.
→ Read more about our Code of
Business Ethics in the
Sustainability statements on
page 89
Risk management
The Executive Board is responsible for identifying and
managing the risks associated with the company’s strategy
and activities and is supervised by the Supervisory Board.
The Audit Committee undertakes preparatory work for
the Supervisory Board in this area. Wolters Kluwer has
implemented internal risk management and control systems
which are embedded in the operations of the businesses to
identify significant risks to which the company is exposed, and
to enable the effective management of those risks. The aim of
Corporate governance
continued
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Corporate governance
the systems is to provide a reasonable level of assurance on
the reliability of financial reporting.
For a detailed description of the risks and the internal risk
management and control systems, reference is made to Risk
management.
→ See Risk management
on page 50
Environmental, social, and
governancematters
The Executive Board and the Supervisory Board are committed
to and oversee Wolters Kluwer’s sustainability/ESG priorities
and performance. The Executive Board discusses the
progress on the sustainability priorities in quarterly update
meetings with the Corporate Sustainability team, in addition
to individual updates as appropriate by relevant functional
owners. The Supervisory Board is informed on a regular
basis as well. The updated Supervisory Board By-Laws and
Terms of Reference of the Audit Committee and Selection
and Remuneration Committee specify the responsibilities of
the Supervisory Board and the committees with respect to
sustainability. The Executive Board and Supervisory Board
provide feedback to the Corporate Sustainability team
and functional owners, that shapes the development of
relevant sustainability initiatives. For a detailed description
of our sustainability performance, reference is made to the
Sustainability statements.
→ See Sustainability statements
on page 89
Shareholders and the general meeting
of shareholders
At least once a year, Wolters Kluwer holds a General Meeting
of Shareholders. The agenda of the Annual General Meeting
of Shareholders shall in each case contain the report of the
Executive Board, the report of the Supervisory Board, the
remuneration report, the adoption of the financial statements,
and the proposal to distribute dividends or other distributions.
Resolutions to release the members of the Executive Board
and the Supervisory Board from liability for their respective
duties is voted on separately.
In 2023, shareholders with voting rights for approximately 79%
of the issued capital of the company were represented at the
Annual General Meeting of Shareholders. Shareholders who
alone or jointly represent at least half a percent (0.5%) of the
issued capital of Wolters Kluwer shall have the right to request
the Executive Board or Supervisory Board to put items on the
agenda of a General Meeting of Shareholders, provided that
such requests are made in writing at least 60 days before a
General Meeting of Shareholders.
Amendment articles of association
A resolution to amend the Articles of Association may only
be passed by the General Meeting of Shareholders at the
proposal of the Executive Board, subject to the approval of the
Supervisory Board.
Issuance of shares
The Articles of Association of the company determine that
shares may be issued at the proposal of the Executive Board
and by virtue of a resolution of the General Meeting of
Shareholders, subject to designation of the Executive Board
bythe General Meeting of Shareholders. At the Annual General
Meeting of Shareholders of May 10, 2023, the Executive Board
was granted the authority for a period of 18 months to issue
new shares, with exclusion of pre-emptive rights, subject to
approval of the Supervisory Board. The authorization is limited
to a maximum of 10% of the issued capital on the date of
themeeting.
Acquisition of shares in the company
Acquisition of shares in the company (share buybacks)
may only be effectuated after authorization by the General
Meeting of Shareholders, and while respecting the restrictions
imposed by the Articles of Association of the company. At
the Annual General Meeting of Shareholders of May 10, 2023,
the authorization to acquire shares in the company was
granted to the Executive Board for a period of 18 months.
Theauthorization is limited to a maximum of 10% of the
issued capital on the date of the meeting. On December 31,
2023, Wolters Kluwer N.V. held 8,004,987 shares in the company
(a 3.2% interest).
Corporate governance
continued
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Corporate governance
Preference shares
Wolters Kluwer N.V. and the Wolters Kluwer Preference Shares
Foundation (the Foundation) have concluded an agreement
based on which preference shares can be taken by the
Foundation. This option on preference shares is at present a
measure that could be considered as a potential protection
at Wolters Kluwer against exercising influence by a third party
on the policy of the company without the consent of the
Executive Board and the Supervisory Board, including events
that could threaten the strategy, continuity, independence,
identity, or coherence between the activities of the company.
The Foundation is entitled to exercise the option on
preference shares in such a way that the number of preference
shares taken will be no more than 100% of the number
of issued and outstanding ordinary shares at the time of
exercise. Among others by the exercise of the option on the
preference shares by the Foundation, the Executive Board and
the Supervisory Board will have the possibility to determine
their position with respect to, for example, a party making
a bid on the shares of Wolters Kluwer and its plans, or with
respect to a third party that otherwise wishes to exercise
decisive influence, and enables the Boards to examine and
implement alternatives.
The Foundation is a legal entity that is independent from
the company as stipulated in clause 5:71 (1) sub c of the Act
on financial supervision (Wet op het financieel toezicht).
In2023, Mr. P. Bouw retired from the Board of the Foundation.
He was succeeded as Chair by Mr. J.S.T. Tiemstra. The other
members ofthe Board are Mr. G.W. Ch. Visser and Mr. A. Nühn.
All members of the Board of the Foundation are independent
from the company.
In line with standard practice, the Board of the Foundation
met twice in 2023. Representatives of the Executive Board and
Supervisory Board of the company attended the meetings
to give the Board of the Foundation information about the
developments within Wolters Kluwer. Discussion topics
included updates on the company’s results, the execution of
the strategy, the financing of the company, acquisitions and
divestments, developments in the market, and the general
course of events at Wolters Kluwer. In addition, the Board of
the Foundation discussed the developments with respect to
corporate governance and relevant Dutch legislation.
The Board of the Foundation also followed developments
of the company outside of board meetings, among others
through receipt by the board members of press releases. As
a result, the Board of the Foundation has a good view on the
developments at Wolters Kluwer. The Foundation acquired no
preference shares during the year under review.
Information pursuant to Decree Clause
10 Take-over Directive
The information specified in both clause 10 of the Take-over
Directive and the Decree, which came into force on December
31, 2006 (Decree Clause 10 Take-over Directive), can be found
in this chapter, Note 32 – Capital and reserves, and in Wolters
Kluwer shares and bonds.
→ See Wolters Kluwer shares and
bonds on page 222
Legal structure
The ultimate parent company of the Wolters Kluwer
group is Wolters Kluwer N.V. In 2002, Wolters Kluwer N.V.
abolished the voluntary application of the structure regime
(structuurregime). Consequently, the structure regime became
applicable to Wolters Kluwer Holding Nederland B.V., which
is the parent company of the Dutch operating subsidiaries.
Wolters Kluwer International Holding B.V. is the direct or
indirect parent company of the operating subsidiaries outside
of the Netherlands.
For additional information and documents related to the
corporate governance structure of Wolters Kluwer, including
the Articles of Association, By-Laws of the Executive Board,
By-Laws of the Supervisory Board, Terms of Reference of the
Audit Committee, Terms of Reference of the Selection and
Remuneration Committee, the remuneration policy for the
Supervisory Board, and the global DEIB Policy, are available in
the corporate governance section on our website.
→ For more information, see
www.wolterskluwer.com/en/
investors/governance/policies-
and-articles
Corporate governance
continued
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Corporate governance
This section provides an overview of
our approach to risk management.
It also includes a summary of the
main risks we identify and the actions
we take to mitigate these risks.
Introduction
The current environment continues to present uncertain
macroeconomic conditions and heightened geopolitical
tensions. The many elections taking place in 2024 could alter
conditions. There are signs that inflation is starting to come
under control which could lead to a turn in the interest
rate cycle. In early 2024, levels are still high and the future
trajectory remains unclear, presenting a challenge for our
customers, employees, and other stakeholders. While job
markets have cooled somewhat, there remains a shortage of
technology talent globally. Industrialized cyberattacks have
become part of the landscape. Despite these circumstances,
our overall risk profile remains largely unchanged. We
continue to have confidence in our ability to execute our
strategy and mitigate any crisis or challenge that may arise.
Responsibility for risk management
The Executive Board is responsible for overseeing risk
management and internal controls at Wolters Kluwer. Our
CEO is responsible for strategic and operational risks and
our CFO is responsible for legal & compliance and financial
& financial reporting risks. The Supervisory Board supervises
the Executive Board regarding the effectiveness of the internal
risk management and control systems. On behalf of the
Supervisory Board, the Audit Committee monitors among
others the efficiency of our risk management system. It also
carries out preparatory work for the annual discussion within
the full Supervisory Board around the effectiveness of our
internal risk management and control systems.
Our Corporate Risk Committee monitors material risks
and mitigating actions with a focus on company-wide,
non-business-specific risks. This committee also oversees
the mitigation of certain risks that emerge and require a
centralized approach. The Corporate Risk Committee is
chaired by our CFO and comprises representatives of various
functional departments, including Internal Audit, Internal
Control, Legal and Compliance, Sustainability, Human
Resources, Treasury, Risk Management, Tax, and Global
Information Security, and reports quarterly to the Audit
Committee and the Executive Board.
Risk management process
We operate internal risk management and control processes,
which are generally integrated into the operations of the
businesses. The aim is to identify significant risks to which
thecompany is exposed in a timely manner, to manage
those risks effectively, and to provide a reasonable level of
assurance on the reliability of the financial reporting of the
Wolters Kluwer group.
The Executive Board reviews an annual assessment of
pertinent risks and mitigating actions. It diligently evaluates
that assessment against the pre-defined risk appetite. Based
on this assessment, the Executive Board reviews the design
and effectiveness of the internal risk management and
control systems. In doing so, it considers the company’s risk
appetite and the recommendations from internal assurance
functions and the Corporate Risk Committee. Our internal risk
management and control systems cannot provide absolute
assurance for the achievement of our company’s objectives
or the reliability of the financial reporting, or entirely prevent
material errors, losses, fraud, and violation of applicable laws
and regulations.
Managing risks is integrated into the operations of our
divisions and operating entities, supported by several staff
functions. The Executive Board is informed by divisional
management about risks on divisional and operational entity
levels as part of the regular planning and reporting cycles.
Risk management
Risk appetite
Risk type Balanced Conservative Minimal
Strategic
Operational
Legal &
compliance
Financial
& financial
reporting
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Risk management
Internal Control Framework
Our Internal Control Framework (ICF) for financial reporting is
based on the Committee of Sponsoring Organizations of the
Treadway Commission (COSO) 2013 framework. It is designed
toprovide reasonable assurance that the results of our
business are accurately reflected in our internal and external
financial reporting.
The ICF for financial reporting is deployed by the operating
business units and central functions and reviewed and tested
by internal control officers. We carry out an annual risk
assessment program for financial and IT general control risks
to determine the scope and controls to be tested. As part of
that scope, key controls are tested annually. The test results
are reported to functional management, the Executive Board,
the Audit Committee, and internal and external auditors
on a quarterly basis. Where needed, remedial action plans
are designed and implemented to address significant risks
as derived from internal control testing, and internal and
external audits.
Internal audit and risk
management functions
Our global Internal Audit department provides independent
and objective assurance and advice. It is guided by a
philosophy of adding value by continuously improving,
wheredeemed fit for purpose, the maturity of our
operations. Internal Audit takes a systematic and disciplined
approach to evaluating and improving the effectiveness
of our organization’s governance, risk management, and
internalcontrols.
Our Internal Audit department works according to an audit
plan which is discussed with the external auditors, the
Executive Board, and the Audit Committee. The plan, which is
approved by the Executive Board and the Supervisory Board,
is based on risk assessments. It focuses on strategy execution,
financial reporting risks, and operational risks, including
IT-related risks.
Our global Risk Management department facilitates risk
prevention, protection, response, and recovery programs
via procurement of insurance; incident and related claims
management, and business continuity management;
loss control programs; and other initiatives to mitigate
specificrisks.
Risk types and categories
On the following pages, we set out the main risks we have
identified up to the date of this annual report and the actions
we are taking to prevent or mitigate the occurrence and/
or impact of these risks. It is not our intention to provide an
exhaustive description of all possible risks. There may be risks
that are not yet known or that we have not yet fully assessed.
Some existing risks may have been assessed as not significant.
However, they could develop into a material exposure for our
company in the future and have a significant adverse impact
on our business.
Our risk management and Internal Control Framework have
been designed to identify, mitigate, and respond to risks in a
timely manner. However, it is not reasonably possible to attain
absolute assurance.
Risk appetite
We qualify the risk appetite of our main risks as balanced,
conservative, or minimal. To achieve our strategic goals,
we areprepared to take duly balanced risks in certain
strategic areas, such as acquisitions, expansion in high
growth countries, and the launch of new innovative products.
Forother risk categories, our approach towards risks could be
qualified as conservative, and as minimal for certain legal &
compliance and financial & financial reporting risk categories.
Wecarefully weigh risks against potential rewards.
Emerging risks
Generative artificial intelligence (AI) became commercially
available in 2023, and while we believe this new AI technology
primarily offers opportunities for Wolters Kluwer, there are
also potential risks that will need to be monitored and
mitigated. Other risks which emerged in recent years and that
we continue to monitor include climate-related risks, data
privacy, and data governance. The latter area continues to be
of interest as we accumulate more and new types of data, and
deal with the growing exposure to regulatory, ethical, and data
security risks. See the sections Material impacts, risks, and
opportunities and their interaction with strategy and business
model (SBM-3), Description of the processes to identify
and assess material climate-related impacts, risks, and
opportunities (IRO-1), and Actions and resources in relation to
climate change policies (E1-3) in the Sustainability statements
for more information about climate-related risks. The data
privacy risk is described in the risk category Regulatory and
compliance in this Risk management chapter.
Risk management
continued
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Risk management
Strategic risks
Risk description and impact Mitigation
Macroeconomic conditions
Demand for our products and
services may be adversely
affected by factors beyond
our control, such as economic
conditions, pandemics,
government policies, political
uncertainty, acts of war, and civil
unrest.
We monitor relevant macroeconomic and geopolitical developments so we can respond quickly to risks
and opportunities. For example, we are monitoring inflation and energy prices, as well as the Russian-
Ukrainian war and the conflict in the Middle East. We take steps to minimize the impact on our financial
performance while also continuing the support of our customers and employees.
Recurring revenues represent 82% of our consolidated group revenues, providing visibility and resilience
in times of uncertainty. Our exposure to a diverse range of customer segments and geographic markets,
with a variety of products and services, reduces the impact of sector- or country-specific uncertainty.
Most of our subscription-based digital information and software products are critical to the workflow of
our customers, providing further resilience.
During times of uncertainty, our business units, in particular those that are exposed to transactional
or other non-recurring revenues, can deploy a range of actions to support revenues and defend
profits. Forexample, we can place greater efforts on retention, cross-selling, and upselling to existing
customers. Where possible, we will pivot new sales efforts towards sectors and customer segments
that are less affected by market conditions. At the same time, our businesses can adjust discretionary
spending to defend margins.
Competition
We operate in competitive
markets, facingboth large
established competitorsand new
market entrants, and may be
adversely affected by competitive
dynamics.
We focus on our customers’ success and on building long-term customer relationships. We carefully evaluate
and implement an appropriate response to competitive threats in the markets which we operate in.
Our product and service offerings are varied and very specialized, often embedded in the professional’s daily
workflow, and span multiple customer segments, forming a natural defense against existing or potential new
competitors. Strategically, we invest approximately 10% of revenues each year in product development and
innovation to enhance and expand our expert solutions and to transform our information products so we
can maintain or strengthen our competitive positions and support innovation and growth.
Changes in technology,
business models, and customer
preferences
Demand for our products and
services could be affected by
disruptive new technologies,
including generative AI, changes
in revenue models, evolving
customer preferences, and other
market developments.
We monitor trends in the markets in which we operate, such as technological developments, including
generative artificial intelligence, and consider how these might affect our businesses in the short term
and long term. We also monitor customer needs and preferences by tracking net promoter scores,
by engaging with customers through advisory boards, and by hosting and participating in industry
conferences. This deep understanding of our customers’ needs and workflows, combined with our
understanding of new technologies, help us align our offerings to long-term market trends.
A core tenet of our strategy is to reinvest approximately 10% of group revenues into product
development, so we can keep our solutions relevant. This investment includes the deployment of
advanced technologies and the development of cloud-based solutions.
Risk management
continued
Strategic
• Macroeconomic conditions
• Competition
• Changes in technology,
business models, and
customer preferences
• Mergers and acquisitions
• Divestments
Operational
• IT and cybersecurity
• Supply chain dependency
and project execution
• Talent and organization
• Fraud
• Business interruption
• Brand and reputation
Legal &
compliance
• Regulatory and compliance
• Contractual compliance
• Intellectual property
protection
• Legal claims
Financial &
financial reporting
• Treasury
• Post-employment benefits
• Taxes
• Misstatements, accounting
estimates and judgments,
and reliability of systems
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Risk management
Strategic risks continued
Risk description and impact Mitigation
Mergers and acquisitions
We supplement organic growth
with selected acquisitions
which expose us to a variety
of risks that could affect the
future revenues and profits
of the acquired businesses.
These risks are related to
factors such as the retention of
customers and key personnel,
the process of integrating the
target, the target’s internal
control environment including
IT security, open source
software, supply chain, andthe
competitive response.
We apply strict strategic and financial criteria in our acquisition
process. In general, acquisitions are expected to cover our after-tax
weighted-average cost of capital within three to five years and to be
accretive to diluted adjusted earnings per share in the first full year
of ownership.
Investment decisions are very selective. We focus on businesses
with proven track records and relatively predictable or recurring
revenues that we expect to enhance our growth or margin. Generally,
we acquire businesses that present strategic synergies with our
existing operations.
Divestments
Occasionally, we choose to
divest assets that are no
longer core to our strategy.
The divestment process entails
risks thatcould have an adverse
impact on theperformance and
valuation of the assets and our
ability to complete a divestment
process.
To mitigate risks related to material divestments, we prepare
detailed carve-out plans and financials, covering human resources,
technology, supply chains, and other functions. We also perform
vendor due diligence prior to negotiations. In many cases, we engage
external advisors to execute transactions.
Risk management
continued
Operational risks
Risk description and impact Mitigation
IT and cybersecurity
Our business is exposed to
IT-related risks and cyber
threats that could affect our
IT infrastructure, system
availability, application
availability, and the
confidentiality and integrity
ofinformation.
We operate a global cybersecurity program to protect our
organization, products, and customers. This program governs the
execution of cybersecurity projects and provides management
accountability at various levels. The program is assessed annually
by an independent third party and is based on the National Institute
of Standards and Technology Cybersecurity Framework (NIST-CSF).
We maintain a Global Information Security Policy and work to keep
all operations aligned to this standard. IT General Controls form an
integral part of Wolters Kluwer’s Internal Control Framework and are
aligned with our Global Information Security Policy. We periodically
test controls over data and security programs to ensure we protect
confidential and sensitive data. We assess controls against industry
standards such as American Institute of Certified Public Accountants
(AICPA) criteria and International Organization for Standardization
(ISO) requirements. We complete regular SOC 2 attestations of
our cloud-managed services and conduct risk due diligence for all
critical vendors.
We have IT disaster recovery and incident management capabilities
in place to respond to cyberattacks.
All employees are required to complete the Annual Compliance
Training on our IT security policy and training on security awareness.
Our employees’ mobile devices are protected using a mobile
device management solution while multi-factor authentication has
been implemented for all users with access to our critical internal
ITsystems.
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Risk management
Operational risks continued
Risk description and impact Mitigation
Supply chain dependency and
projectexecution
Our operations depend on
third-party suppliers and could
be adversely affected by poor
performance of suppliers.
Suppliers include providers of
cloud services, outsourced and
offshored data center services,
software development and
maintenance services, back-
office transaction-processing
services, content services,
and other services. Projects to
implement new technology-
related initiatives or drive
cost efficiencies are subject
toexecution risks.
Global Business Services, through its Sourcing & Procurement team,
manages all centralized sourcing and procurement activities. This
team uses an enterprise-wide solution and a consistent process for
supplier onboarding and supply chain risk management.
We carefully select and screen suppliers using regularly updated
criteria. Detailed operating service agreements are put in place with
our suppliers andperformance during the term of such agreements
is monitored by oversight boards andprogram management teams.
Suppliers that are managed through Global Business Services are
subject to extensive due diligence covering security, data privacy,
and business continuity.
In 2023, we expanded the number of suppliers included in our
multi-year project to implement a state-of-the-art, enterprise-wide
supply chain risk management process. This process ensures a
consistent approach to the intake of third-party services on a global
scale, including consistent assessment of risk prior to contracting;
a formalized issue management process; tailored contracting to
mitigate business risks; monitoring of suppliers against a tiered
supplier management model; and comprehensive inherent and
residual third-party riskanalysis reporting to business leadership,
with the ability to respond quickly to specific inquiries.
Selected internal implementation projects are monitored by our
Corporate Quality Assurance team. The team aims to improve
the success rate of large initiatives by providing assurance
that these projects can move to the next stage of development
orimplementation, and by transferring lessons learned from one
project to another. This team also supports the standardization of
change methodologies and frameworks.
Operational risks continued
Risk description and impact Mitigation
Talent and organization
Our ability to execute on
our strategic plan, including
delivering on product
development roadmaps and
other investments, is highly
dependent on our ability to
attract, develop, and retain
talent globally.
Our extensive global talent management program aims to attract,
retain, engage, and develop the diverse talent we need to support
our success as a business. This program includes talent recruitment
and development, learning opportunities, retention initiatives,
engagement and belonging efforts, and succession planning.
Our global talent management function is supported by state-of-
the-art, cloud-based human resources technology. This facilitates an
analytical and data-driven approach and regular internal reporting
of HR metrics. We conduct an employee survey each year to measure
levels of engagement and belonging and provide management with
current insights on how to support and retain our highly engaged,
high-performing workforce. We also regularly review and update
our rewards structures and performance-based compensation
programs to maintain market competitiveness to support us in
attracting and motivating talent. In 2023, we launched the Colleague
Experience Promise (CxP), which is a four-pillar action framework
that articulates to our colleagues the experience we work to provide
to them from the time they engage with our company as candidates
through their careers with the organization.
Risk management
continued
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Risk management
Operational risks continued
Risk description and impact Mitigation
Fraud
We may be exposed to internal
or external fraudulent or
related criminal actions. These
include cyber fraud and theft
of tangible or intangible assets
from the company.
Our Corporate Risk Committee frequently reviews potential
exposure to fraudulent activities so we can take appropriate and
timely action.
We conduct regular reviews of adherence to the Code of Business
Ethics, the Wolters Kluwer Internal Control Framework, and
other relevant frameworks and policies. These policies and anti-
fraud controls include effective segregation of duties, defined
approvals and delegations of authority, independent internal and
external audits, risk-based assessments including fraud, training,
informationand communication, and an anonymous reporting
hotline for concerns.
Our anti-fraud prevention, detection, protection, response, and
recovery activities include the use of technology to identify threats,
Annual Compliance Training for all employees, awareness campaigns
by our information security and corporate functions, internal fraud
alerts, anti-fraud and anti-cybercrime workshops and training for
at-risk businesses and functions, sharing of case studies and best
practices, and measures within our Supplier Code of Conduct and
anti-fraud protections integrated into our vendor management
processes and payment card and banking practices.
Employees and vendors are encouraged to “pause for
cause” and report suspected activities, including fraud, via
appropriatechannels.
We continuously evaluate and improve our anti-fraud related
process controls and procedures, including reviewing manual
controls and automating controls where possible. As a consequence
of the ever-changing risk landscape (e.g., COVID-19/post-pandemic,
hybrid working, geopolitical tensions, and generative AI), we expect
cyber fraud risks may be amplified and continue to assess and
evolve the measures in place.
Operational risks continued
Risk description and impact Mitigation
Business interruption
Our business could be affected
by major incidents, such as
cyberattacks, human events
(e.g., civil unrest and riots),
and physical risks which may
relate to climate change, such
as extreme weather or natural
catastrophes, causing damage
to our facilities, IT systems,
hardware, and other tangible
assets, or damage to our data,
brand, or other intangible
assets. This could result in
business interruption and
financial or other loss.
We have a worldwide risk control and business continuity
management program that focuses on how to prepare for, protect
against, respond to, and recover and learn from major incidents.
This program covers incident management, business continuity,
operational recovery, and IT disaster recovery. Our multi-disciplinary
Global Incident Management Program supports our ability to
manage crises and incidents of all types.
We internally conduct regular location risk assessments and
on-demand loss control surveys of key operating companies and
supplier locations with our insurers. We work with our operating
companies to cost-effectively implement recommendations for
continued improvement.
Our IT infrastructure and flex work policies allow our staff to conduct
business effectively from essential, alternate, and virtual locations.
Many of our businesses have diversified personnel andsupport
centers that have capabilities to cover and adapt between regions.
See the Sustainability statements for more information on climate-
related physical risks.
Brand and reputation
With the increasing prominence
of the Wolters Kluwer brand, the
company potentially becomes
more vulnerable to brand or
reputation risks.
The integrity of our brand and reputation is key to our ability to
maintain trusted relationships with our stakeholders, including
employees, customers, and investors.
Our cross-functional global brand organization oversees the
brand strategy and implementation work of our global brand work
throughout the company.
The Global Branding & Communications (GBC) team closely works
with other corporate functions and our businesses to growthe
equity and awareness of our brand, while monitoring any potential
reputational risks.
We monitor conversations taking place globally in the media and on
social media relating to our brand and thought leadership.
Risk management
continued
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Risk management
Legal & compliance risks
Risk description and impact Mitigation
Regulatory and compliance
Failure to comply with
applicable laws, regulations,
internal policies, and ethical
standards, or breach of
covenants in financing and
other agreements could result
in fines, loss or suspension of
business licenses, restrictions
on business, third-party claims,
and reputational damage. Legal
limitations to conduct business
in certain countries could affect
our revenues.
We have established governance structures, policies, and control
programs to ensure compliance with laws, internal policies,
and ethical standards. Our global Ethics & Compliance program
is designed to mitigate the risk of non-compliance with laws,
regulations, internal policies, and ethical standards. It includes a
set of policies and procedures, annual ethics and compliance risk
assessments, ongoing communication and awareness activities, and
company-wide and role-based training.
Our Code of Business Ethics describes our commitment to acting
ethically and complying with our corporate policies and applicable
laws. It includes topics such as competing fairly and prohibiting
bribery and corruption. Our business partners are expected to
adhere to the same ethics and compliance standards through
commitment to our Supplier Code of Conduct or an equivalent
standard.
Some topics, including trade compliance and anti-bribery and anti-
corruption, are further detailed in standalone policies. As part of our
trade sanctions and anti-bribery and anti-corruption programs, we
also conduct risk-based screening and monitoring of vendors, third-
party representatives, and customers.
Our global SpeakUp program encourages employees to report any
suspected breach of laws, regulations, internal policies, and ethical
standards for investigation and remediation.
We further operate a cross-functional enterprise-wide compliance
program for data privacy laws. Where possible, we implement global
baseline policies that allow for compliance with new and anticipated
laws in multiple jurisdictions.
Legal & compliance risks continued
Risk description and impact Mitigation
Regulatory and compliance
continued
Compliance with laws and internal policies is also an integral part of
our Internal Control Framework. This includes semi-annual letters of
representation, annual internal control testing, and regular internal
audits on compliance topics.
We continually evaluate whether legislative changes, regulatory
developments, new products, or business acquisitions require
additional compliance efforts. We monitor legislative developments
and regulatory changes, including those related to data privacy,
data protection, corporate sustainability (reporting), artificial
intelligence, and trade sanctions, to assess the potential impact on
our businesses, products, and services. Political stability is a factor
we consider in our investments.
Contractual compliance
We could be exposed to
claims by our contractual
counterparties based on
alleged non-compliance with
contractual terms. This includes
the number of users agreed
upon, price commitments,
and/or service delivery.
We negotiate contracts with particular attention to risk transfer
clauses, insurance, limitations on liability, representations,
warranties, and covenants.
For a significant portion of our supplier spend, we use contract
management systems to monitor certain contractual rights and
obligations, and software tools to track the use of software for
which licenses are required. We implemented a global contract
lifecycle management tool for our significant commercial
agreements which helps us manage compliance with third-party
agreements, tracks key dates and milestones, monitors compliance
with our contracting policies and standards, and mitigates operating
risks by automating contracting processes.
We use contract playbooks prepared by our internal legal
department to standardize contract language and negotiation
positions with respect to customer contracts.
Our limitation of liability policy establishes a market-based cap on
liability that the company will assume in agreements with customers
subject to exceptions that may be approved by a member of the
Executive Board after balancing of risks and benefits.
Risk management
continued
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Risk management
Legal & compliance risks continued
Risk description and impact Mitigation
Intellectual property
protection
Intellectual property rights
could be challenged, limited,
invalidated, circumvented, or
infringed. Our ability to protect
intellectual property rights may
be affected by technological
developments or changes
inlegislation.
We protect our intellectual property rights to safeguard our
portfolio of information, software solutions, and services.
We rely on trademark, copyright, patent, and other intellectual
property laws to establish and protect our proprietary rights
to these products and services. We also monitor legislative
developments with respect to intellectual property rights.
We protect and enforce our intellectual property assets by
monitoring for potential infringement and then taking appropriate
action to safeguard our proprietary rights.
Legal claims
We may be involved in legal
disputes and proceedings in
different jurisdictions. This may
include litigation, administrative
actions, arbitration, or other
claims involving our products,
services, informational content
provided or published by the
company, or employee and
vendor relations.
We have measures in place to mitigate the risk of legal claims,
including contractual disclaimers and limitations of liability.
We monitor legal developments relevant to our interests to support
our businesses in compliance with local laws and fiscalregulations.
We manage a range of insurable risks by arranging insurance
coverage for potential liability exposures.
Risk management
continued
Financial & financial reporting risks
Risk description and impact Mitigation
Treasury
We are exposed to a variety
of financial risks, including
market, liquidity, and credit
risks. Our results are subject to
movements in exchange rates.
Whenever possible, we mitigate the effects of currency and interest
rate fluctuations on net profit, equity, and cash flows by creating
natural hedges, by matching the currency profile of income and
expenses and of assets and liabilities.
When natural hedges are not present, we aim to realize the same
effect with the aid of derivative financial instruments. We have
identified hedging ranges and put policies and governance in place,
including authorization procedures and limits.
We purchase or hold derivative financial instruments only with the
aim of mitigating risks. The cash flow hedges and net investment
hedges qualify for hedge accounting as defined in IFRS 9 – Financial
Instruments. We do not purchase or hold derivative financial
instruments for speculative purposes.
The Treasury Policy on market risks (currency and interest),
liquidity risks, and credit risks is reviewed by the Audit Committee,
with quarterly reporting by the Treasury Committee to the Audit
Committee on the status of these financial risks.
In 2023, we diminished liquidity risk by securing additional funding
with a new €700 million eight-year Eurobond.
Further disclosure and detailed information on financial risks and
policies is provided in Note 29 – Financial risk management.
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Risk management
Financial & financial reporting risks continued
Risk description and impact Mitigation
Post-employment benefits
Funding of our post-
employment benefit programs,
including frozen or closed
plans, could be adversely
affected by interest rates and
the investment returns on
the assetsinvested in each
respective plan. These are
influenced by financial markets
and economic conditions.
We evaluate all our employee benefit plans to ensure we are market
competitive. We simultaneously assess if the plan designs can
reduce financial risk and volatility. We also continuously monitor
opportunities to make our plans more efficient.
We partner closely with independent expert advisors on market
competitive plan design, plan performance monitoring, and defining
investment and hedging strategies for all our plans. Our aim is to
maximize returns while managing downside risk in the plans.
The accounting for defined benefit plans is based on annual
actuarial calculations in line with IAS 19 – Employee Benefits,
disclosed in Note 30 – Employee benefits.
In 2023, we continued to prudently manage our benefit plans, but did
not make any substantive changes.
In the Netherlands, our work to comply with the new Pension Accord
requirements continues in collaboration with the Pension Fund
Board, works councils, and external experts.
Financial & financial reporting risks continued
Risk description and impact Mitigation
Taxes
Changes in operational taxes
and corporate income tax
rates, laws, and regulations
could adversely affect our
financial results, and tax assets
andliabilities.
Apart from income taxes, most taxes are either transactional or
employee-related and are levied from the legal entities in the
relevant jurisdictions.
We have tax policies in place and tax matters are dealt with by
a professional tax function, supported by external advisors. We
provide training to our tax staff where appropriate.
We monitor legislative developments in the jurisdictions in which we
operate and consider the potential impacts of proposed regulatory
changes, such as Pillar Two Model Rules.
We maintain a liability for uncertain income tax positions in line
with IAS 12 – Income Taxes and IFRIC 23 – Uncertainty over Income
Tax Treatments. The adequacy of this liability is evaluated on a
regular basis in consultation with external advisors.
Note 15 – Income tax expense and Note 22 – Tax assets and liabilities
set out further information about income tax and related risks. As a
leader in tax and accounting products, we take our responsibility as
a corporate citizen seriously.
Our approach to tax matters is explained in our Tax Principles that
are reviewed annually and updated as appropriate. Wolters Kluwer
also subscribes to the principles of the VNO-NCW Tax Governance
Code that was issued in 2022. Wolters Kluwer’s tax policy and
principles are largely in line with this code and already comply with
most elements therein. We are planning for further information
disclosure and transparency which will bring us to full compliance.
Further information can be found in our Tax Principles available on
our website. The full version of the VNO-NCW Tax Governance Code
is available at www.vno-ncw.nl/taxgovernancecode.
Risk management
continued
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Risk management
Financial & financial reporting risks continued
Risk description and impact Mitigation
Misstatements, accounting
estimates and judgments, and
reliability ofsystems
The processes and systems
supporting financial reporting
may be susceptible to
unintentional misstatements or
manipulation. The preparation
of financial statements in
conformity with IFRS requires
management to make estimates,
judgments, and assumptions.
The estimates and underlying
assumptions are based on
historical experience and
various other factors that are
believed to be reasonable
under the circumstances.
Actualresults may differ from
those estimates.
We maintain an Internal Control Framework for financial reporting.
Our Internal Audit and Internal Control departments monitor
progress in resolving any audit findings and perform follow-up visits
and remediation testing to determine whether those findings are
timely and effectively resolved.
Senior executives in our divisions and operating companies and
senior corporate staff members sign letters of representation semi-
annually, certifying compliance with applicable financial reporting
regulations and accounting policies.
Independent internal control reviews are carried out to ensure
compliance with policies and procedures. These reviews ensure that
existing controls provide adequate protection against actual risks.
Financial results are reviewed by our Business, Analysis & Control,
Consolidation, Group Accounting & Reporting, Treasury, and
Corporate Tax departments in monthly development meetings as
part of regular business reviews with the Executive Board.
Our Group Accounting & Reporting department periodically provides
updates and training to our businesses about changes in policies,
accounting standards, and financial focus areas. Reconciliations of
statutory accounts are done by the Group Accounting & Reporting
and Corporate Tax departments, which include a comparison
between group reported figures, statutory figures, and tax filings.
Financial & financial reporting risks continued
Sensitivity analysis
Fluctuations in currency exchange, discount, interest, and tax rates affect Wolters Kluwer’s
results. The following table illustrates the sensitivity to a change in these rates for adjusted
operating profit and diluted adjusted EPS:
potential impact
Adjusted
operating
profit
€ millions
Diluted
adjusted
EPS
€ cents
1% decline of the U.S. dollar against the euro (13) (3)
1% decrease in discount rate in determining the gross service costs for the
post-employment benefit plans (7) (2)
1% increase in interest rate assuming same mix of variable and fixed gross debt n/a 0
1% increase in the benchmark tax rate on adjusted net profit n/a (6)
Risk management
continued
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Risk management
The Executive Board is responsible for the preparation of the
financial statements in accordance with International Financial
Reporting Standards (IFRS) as adopted by the European Union
and with Part 9 of Book 2 of the Dutch Civil Code. The financial
statements consist of the consolidated financial statements
and the company financial statements. The responsibility
of the Executive Board includes selecting and applying
appropriate accounting policies and making accounting
estimates that are reasonable in the circumstances.
The Executive Board is also responsible for the preparation
of the Report of the Executive Board (bestuursverslag), which
for this statement includes the Strategic report, Corporate
governance, Risk management, and Sustainability statements
that is included in the 2023 Annual Report. The Report of the
Executive Board and 2023 Financial statements are prepared
in accordance with Part 9 of Book 2 of the Dutch Civil Code.
The Executive Board endeavors to present a fair review of the
situation of the business at balance sheet date and of the
course of affairs in the year under review. Such an overview
contains a selection of some of the main developments in the
financial year and can never be exhaustive.
The company has identified the main risks it faces, including
financial reporting risks. These risks can be found in Risk
management. In line with the Dutch Corporate Governance
Code and the Dutch Act on Financial Supervision (Wet op
het financieel toezicht), the company has not provided an
exhaustive list of all possible risks. Furthermore, developments
that are currently unknown to the Executive Board or
considered to be unlikely may change the future risk profile
ofthe company.
The company must have internal risk management and control
systems that are suitable for the company. The design of the
company’s internal risk management and control systems
(including the Internal Control Framework for financial
reporting) has been described in Risk management. The
objective of these systems is to manage, rather than eliminate,
the risk of failure to achieve business objectives and the
risk of material errors to the financial reporting. Accordingly,
these systems can only provide reasonable, but not absolute,
assurance against material losses or material errors.
As required by provision 1.4.3 of the Dutch Corporate
Governance Code and Section 5:25c(2)(c) of the Dutch Act
onFinancial Supervision (Wet op het financieel toezicht) and
on the basis of the foregoing and the explanations contained
in Risk management, the Executive Board confirms that to
itsknowledge:
• No material failings in the effectiveness of the company’s
internal risk management and control systems have been
identified;
• The company’s internal risk management and control
systems provide reasonable assurance that the financial
reporting over 2023 does not contain any errors ofmaterial
importance;
• Under the current circumstances, there is a reasonable
expectation that the company will be able to continue in
operation and meet its liabilities for at least 12 months as
from the date hereof. Therefore, it is appropriate to adopt
the going concern basis in preparing the financial reporting;
• There are no material risks or uncertainties that could
reasonably be expected to have a material adverse effect
on the continuity of the company’s enterprise in the coming
12months as from the date hereof;
• The 2023 Financial statements give a true and fair view
of the assets, liabilities, financial position, and profit or
loss of the company and the undertakings included in the
consolidation taken as awhole; and
• The Report of the Executive Board includes a fair review
of the situation at the balance sheet date, the course of
affairs during the financial year of the company, and the
undertakings included in the consolidation taken as a
whole, together with a description of the principal risks
thatthe company faces.
Alphen aan den Rijn, February20, 2024
Executive Board
Nancy McKinstry
CEO and Chair of the Executive Board
Kevin Entricken
CFO and member of the Executive Board
Statements by the
Executive Board
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Statements by the Executive Board
Kevin Entricken
American, 1965, Chief Financial Officer andmember of the
Executive Board sinceMay 2013.
As CFO and member of the Executive Board, Mr. Entricken
is responsible for Group Accounting & Reporting, Business
Analysis & Control, Internal Audit, Internal Controls, Investor
Relations, Mergers & Acquisitions, Taxation, Treasury, Risk
Management, Real Estate, and Global Law and Compliance.
Nancy McKinstry
American, 1959, Chief Executive Officer and Chair of the
Executive Board since September 2003, and member
oftheExecutive Board since June 2001.
As CEO and Chair of the Executive Board, Ms. McKinstry is
responsible for divisional performance, Global Strategy,
Business Development, Technology, Global Business Services,
Communications, Human Resources, Corporate Governance,
andSustainability.
Executive Board
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Executive Board
Ann Ziegler
American, 1958, Chair of the
Supervisory Board, and Co-
Chair of the Selection and
Remuneration Committee, dealing
with selection and appointment
matters. Appointed in 2017, and
current term until 2025.
Former Senior Vice President, CFO,
and Executive Committee member
of CDW Corporation
Other positions:
• Member of the Board
(Non-Executive Director) of
US Foods, Inc.
• Member of the Board
(Non-Executive Director)
of Reynolds Consumer
Products, Inc.
Jack de Kreij
Dutch, 1959, Vice-Chair of the
Supervisory Board, and Chair of
the Audit Committee. Appointed in
2020, and current term until 2024.
Former CFO and Vice-Chair of
the Executive Board of Royal
Vopak N.V.
Other positions:
• Member Supervisory Board,
Chair Audit Committee, and
member Remuneration
Committee of ASML N.V.
• Member Supervisory Board,
Chair Audit Committee, and
member ESG Committee of
Royal Boskalis Westminster N.V.
• Member of the Board (Non-
Executive Director), Chair Audit
Committee, Chair Investment
Committee, and member People
and Organization Committee
of Oranje Fonds
• Vice-Chair Supervisory Board
and Chair Audit Committee of
TomTom N.V.
• Chair VEUO (Dutch Association
of Securities-Issuing Companies)
• Member of the Board
of Stichting Preferente
Aandelen Philips
Sophie V. Vandebroek
American, 1962, member of the
Audit Committee. Appointed in
2020, and current term until 2024.
Founder Strategic Vision Ventures,
LLC, former CTO of Xerox, and
former Chief Operating Officer at
IBM Research
Other positions:
• Member Board of Directors
(Non-Executive Director)
and member Finance and
Governance & Corporate
Responsibility Committees of
IDEXX Laboratories, Inc.
• Member of the Board of
Directors (Non-Executive
Director) of Revvity, Inc.
• Member Board of Directors
(Non-Executive Director) and
member Compensation and ESG
Committees of Inari Agriculture
• Member Board of Trustees and
member Compensation and
Nomination Committees of the
Boston Museum of Sciences
• Honorary Professor, KU Leuven
Faculty of Engineering Science
• Chair of the International
Advisory Board, Flanders
AI Research Program
Heleen Kersten
Dutch, 1965, member of the
Selection and Remuneration
Committee. Appointed in 2022,
and current term until 2026.
Partner and Lawyer at Dutch law
firm Stibbe N.V.
Other positions:
• Chair of the Board of the Dutch
Red Cross
Jeanette Horan
British, 1955, Co-Chair of the
Selection and Remuneration
Committee, dealing with
remuneration matters.
Appointed in 2016, and current
term until 2024.
Former Chief Information Officer
at IBM
Other positions:
• Member of the Board (Non-
Executive Director) and
member Audit and Technology
Committees of Nokia (stepping
down in April 2024)
• Member of the Board of
Advisors of Jane Doe No More,
a non-profit organization
• Member of the Board of the
Ridgefield Symphony Orchestra,
a non-profit organization
Chris Vogelzang
Dutch, 1962, member of the Audit
Committee. Appointed in 2019,
and current term until 2027.
Former CEO of Danske Bank A/S
Other positions:
• Senior Advisor, Boston
Consulting Group
Supervisory Board
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Supervisory Board
The Supervisory
Board was pleased
to see the
significant progress
on sustainability
commitments made
two years ago.
This report provides an overview
of the activities of the Supervisory
Board and its committees during
the year. TheSupervisory Board
supervises the Executive Board in
setting and achieving the company’s
strategy, including sustainability,
targets, and policies, and oversees
the general course of affairs of
thecompany. TheSupervisory
Boardalso acts as advisor to the
Executive Board.
Introduction by the Chair of
theSupervisory Board
On behalf of the Supervisory Board of Wolters Kluwer, I am
delighted to present our report for the year 2023. It was a year
of exacerbated geopolitical tensions and economic headwinds.
The company was able to withstand a sharp downturn in
transactional revenues caused by the prolonged period of high
interest rates, by driving strong performance in subscription
products, in particular expert solutions, cloud software,
and digital information solutions. The creation of a new
division was a bold organizational change that opens up new
opportunities and creates scope for synergies in coming years.
The centralization of technology, finance, and other functions
was another major undertaking during this past year.
Early in 2023, we all witnessed the rapid emergence of scalable
generative artificial intelligence (AI) tools and I’m pleased
the team mobilized quickly to discover ways to deploy this
technology to the benefit of customers, while ensuring we
follow our responsible AI framework and principles.
The Supervisory Board was kept updated on important product
development projects and other strategic initiatives, such
as the formation of the new Corporate Performance & ESG
division. While there were relatively few acquisitions in 2023,
the product development engine was very active as evidenced
by the record level of internal investment.
The Supervisory Board was pleased to see the significant
progress on sustainability commitments made two years ago.
Employee engagement and belonging scores both increased
in 2023, and programs are in place to support further progress.
The server decommissioning program exceeded expectations
and we will now substitute a new metric related to our office
space to provide an incentive for further progress on reducing
our environmental footprint. I am delighted Wolters Kluwer
now has SBTi-validated near-term emission reduction targets.
In this annual report, ESG disclosures have been further
expanded as the company prepares for the implementation
ofthe EU CSRD regulation.
During 2023, we conducted a thorough process to recruit a new
Supervisory Board member. We are very fortunate to be able
to nominate Mr. David Sides, who brings enormous expertise
and experience inU.S. healthcare informatics.
This past year, I had the pleasure of meeting a diverse range
of small and large shareholders from different parts of the
world. We greatly appreciate hearing their views, concerns, and
questions, on all topics from strategy to sustainability.
As we head into 2024, the environment in which we operate
remains somewhat volatile, but the team has sound plans in
place to continue driving performance and has the experience
to tackle new challenges which might come our way. I look
forward to working with my colleagues on the Supervisory
Board and guiding the Executive Board as they execute on the
final year of the current strategic plan.
Ann Ziegler
Chair of the Supervisory Board
Report of the
Supervisory Board
Ann Ziegler
Chair of the
Supervisory Board
“
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Report of the Supervisory Board
Meetings
The Supervisory Board held seven scheduled meetings in
2023. Five meetings included a session for Supervisory Board
members only, without the members of the Executive Board
being present. The Chair of the Supervisory Board had regular
contact with the Chair of the Executive Board.
Financial statements
The Executive Board submitted the 2023 Financial statements
to the Supervisory Board. The Supervisory Board also took
notice of the report and the statement by Deloitte Accountants
B.V. (as referred to in Article 27, paragraph 3 of the company’s
Articles of Association), which the Supervisory Board discussed
with Deloitte. The members of the Supervisory Board signed
the 2023 Financial statements, pursuant to their statutory
obligation under clause 2:101 (2) of the Dutch Civil Code. The
Supervisory Board proposes to the shareholders that they
adopt these 2023 Financial statements at the Annual General
Meeting of Shareholders of May 8, 2024 (2024 AGM).
→ See the 2023 Financial
statements onpage 142
Evaluations
The Supervisory Board discussed its own functioning, as well
as the functioning of the Executive Board and the performance
of the individual members of both Boards. These discussions
were partly held without the members of the Executive Board
being present, followed by individual meetings with the
members of the Executive Board.
Report of the Supervisory Board
continued
The composition of the Supervisory Board, the Audit
Committee, and the Selection and Remuneration Committee
was also discussed in the absence of the Executive Board.
TheSupervisory Board members completed a self-assessment.
Overall, the outcome of the evaluation was positive. The
transition to the new Chair of the Supervisory Board went
smoothly. The evaluation confirmed that the composition
of the Supervisory Board represents the relevant skill sets
and the required areas of expertise. The Supervisory Board
meetings take place in an open, constructive, and transparent
atmosphere with each of the members actively participating.
The Supervisory Board appreciates the deep dives on relevant
topics, which provide the Supervisory Board or its committees
with more in-depth information on certain topics, such as
sustainability reporting or restructuring efforts. Based on
feedback of the Supervisory Board members, the governance
structure and allocation of responsibilities between the
Supervisory Board and its committees with respect to
sustainability topics was further refined and confirmed in
the updated By-Laws of the Supervisory Board. In addition,
a deep dive session regarding the competitive landscape
of Wolters Kluwer was organized at the request of the
Supervisory Board. The Supervisory Board also reviewed the
onboarding process for new members and received additional
information on product demos. The Supervisory Board remains
focused on a good balance between to the point pre-read
materials, presentations, and discussions, as it is considered
important to have interactive discussions with several layers
of management.
In addition to the formal evaluation process, as a standard
practice, the Chair of the Supervisory Board gives feedback
to the Chair of the Executive Board after every Supervisory
Board meeting. Throughout the year, all members can come
up with requests for additional information and suggestions
to further enhance the quality of the meetings. In addition,
the Supervisory Board evaluates the Vision & Strategy Plan
(VSP) presentations at the end of the meetings in which
theywereheld and comes up with recommendations for
future presentations.
Strategy
The Supervisory Board was kept closely informed on the
second year of execution of the three-year strategy for
2022-2024, Elevate Our Value, which was announced in
February 2022. Based on their knowledge and experience,
the Supervisory Board members advise the Executive Board
throughout the year on strategic topics.
The Supervisory Board approved the new divisional structure,
in which a fifth division, Corporate Performance & ESG,
was created in March 2023. The Supervisory Board strongly
supported this change, enabling management of the Corporate
Performance & ESG division to fully focus on their markets and
business units with high growth potential. The addition of a
new division was also a good opportunity from a management
development perspective, as it provided various employees
the opportunity to broaden their perspective and grow into
new managerial roles. The Supervisory Board was pleased to
see that most new executive, senior, and junior level roles
were filled by internal candidates.
As in other years, the divisional CEOs presented their VSPs
for 2024-2026 to the Supervisory Board. These presentations
enable the Supervisory Board to obtain a good view of the
opportunities and challenges for each of the divisions and
to support the Executive Board in making the right strategic
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Report of the Supervisory Board
choices and investment decisions for each business.
TheSupervisory Board considers it important to meet each
ofthe divisional CEOs periodically and receive an update from
them on the performance, key market trends, strategy, and
competitive developments. In addition, with a view on talent
management and having solid replacement plans, speaking
directly to senior management is deemed important for the
Supervisory Board.
In September 2023, the Supervisory Board visited Minneapolis
where management of the Financial & Corporate Compliance
(FCC) division presented its business. In addition to the
divisional VSP, several managers of the FCC division presented
their business and gave product demos, which also included
early-stage innovations. The Supervisory Board also attended
a panel discussion on the business opportunities of the new
beneficial ownership rules in the United States. These rules,
which went into effect on January 1, 2024, create an interesting
business opportunity for the FCC and Tax & Accounting
divisions. The panel consisted of Wolters Kluwer managers,
customers, and an external expert. The interaction with several
layers of management and customers during the working
visit contributes significantly to the Supervisory Board’s deep
understanding of the business.
Innovation is a key component of the company’s strategy.
The Supervisory Board was informed about the innovation
activities and investments within Wolters Kluwer and strongly
supports this. As part of the strategy, the company annually
reinvests approximately 10% of the group revenues into
product development. 2023 was the thirteenth consecutive
year in which Wolters Kluwer rewarded promising new internal
business initiatives via the Global Innovation Awards (GIA).
Report of the Supervisory Board
continued
This event enables teams across the business to present their
innovative ideas. The awards are ultimately awarded by a jury
consisting of internal and external experts. In 2023, a record
of 662 GIA submissions were received. Of these, four category
winners were chosen by the Innovation Board and two ideas
were recognized exclusively by Ms. McKinstry with CEO Choice
Awards. One of the awarded teams presented their innovation
submission to the Supervisory Board. A strong culture of
innovation and continuing investment in new and enhanced
products, including expert solutions, is an important means for
driving sustainable long-term value creation at Wolters Kluwer.
In line with prior years, management of Global Business
Services (GBS) and Digital eXperience Group (DXG) gave
presentations, updating the Supervisory Board on the
company’s technology strategy and execution thereof. The
GBS presentation included a deep dive on cybersecurity and
disaster recovery plans. Considering the rapidly changing
technological developments, this remains a key topic.
TheSupervisory Board appreciated the insight in the plans
and actions and overall feels that the IT infrastructure of
WoltersKluwer is well managed. The DXG presentation
included an extensive explanation on the company’s
actionsand governance structure with respect to AI, focusing
on large language models. DXG leads the AI Center of
Excellence and plays an important role in the company’s
innovation by offering scalable services and technology to
the divisions, which can be used in business units across the
company. The presentationincluded demos of products which
67
%
of the Supervisory Board
members arefemale
already contain AI andan explanation on how Wolters Kluwer
can further benefit from the use of AI, including large language
models, and other advance technologies in its products. In
addition, the company’s approach towards responsible AI was
discussed. Whilethecompany carefully monitors potential
threats and business disruption, management believes that
overall, AI brings interesting opportunities for the company.
The Global Brand & Communications team gave a presentation
on the design and execution of the brand strategy. Increased
brand recognition can contribute to sustainable long-term
value creation. The team also updated the Supervisory Board
on external awards, which included the number two ranking in
Newsweek’s list of most trustworthy companies globally in the
Business & Professional Services category.
In relation to the strategy, the Supervisory Board also
considers it important to be aware of the main developments
with respect to competition and the markets in which the
company operates. In addition to the deep dive session on
the competitive position, as a routine item, an overview of
themost important developments with respect to traditional
and new competitors is discussed during each Supervisory
Board meeting.
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Report of the Supervisory Board
Acquisitions and divestments
The Executive Board kept the Supervisory Board informed
about all pending acquisition and divestment activities.
Duringthe year under review, there were no acquisitions with
a transaction value above the threshold for Supervisory Board
approval (1% of consolidated revenues).
The Supervisory Board also discussed the performance
and value creation of previous acquisitions, taking into
consideration Wolters Kluwer’s financial and strategic criteria
for acquisitions. The lessons learned from these annual
reviews are taken into consideration for future acquisitions.
Corporate governance and risk
management
The Supervisory Board was kept informed about developments
with respect to corporate governance and risk management.
The Supervisory Board and Audit Committee discussed risk
management, including the risk profile of the company and
the risk appetite per risk category, as well as the assessment
of internal risk management and control systems and ongoing
actions to further improve these systems. The Supervisory
Board was informed about the efforts of the company to
assess climate-related risks and the plans to further mature
this assessment in the future.
Report of the Supervisory Board
continued
The Supervisory Board discussed the implementation of
the amended Dutch Corporate Governance Code, which was
published in December 2022. Changes which were relevant
for the Audit Committee and Selection and Remuneration
Committee, were also discussed in those committees. As part
of the implementation, the Supervisory Board adopted the
updated By-Laws for the Boards, as well as Terms of Reference
for the Committees.
→ For more information, see Corporate
governance on page 44 and Risk
management on page 50
Sustainability
The Supervisory Board has oversight of and actively
discussed the company’s sustainability/ESG performance
and reporting. The Supervisory Board is supportive of the
company’s sustainability approach and the increased focus
on environmental and social matters. The Supervisory Board
strongly supports and approved the submission of near-term
targets and the net-zero commitment with the Science Based
Targets initiative (SBTi). The near-term targets were validated
by the SBTi in the fourth quarter of 2023, which is an important
milestone for the company’s sustainability efforts.
The Audit Committee and Supervisory Board were also kept
informed on the preparations for compliance with the EU
Corporate Sustainability Reporting Directive (CSRD) and
theEuropean Sustainability Reporting Standards (ESRS),
which willapply as of financial year 2024 (for the annual
reports which will be published in 2025 and subsequent years).
As part of these preparations, the company conducted an
extensive initial double materiality assessment which was
discussed with the Audit Committee and the full Supervisory
Board.TheSupervisory Board supports the outcomes of the
assessment, based on the thorough underlying process and
documentation provided.
In addition, the Supervisory Board was kept informed on
other environmental and social topics, such as Diversity,
Equity, Inclusion, and Belonging (DEIB), during several
meetings. Theresponsibilities of the Supervisory Board
anditscommittees with respect to sustainability were
reflected in the updated By-Laws and Terms of Reference,
underpinning the commitment of the Supervisory Board to
carefully monitor this topic and provide the Executive Board
withadvice.
The intensified focus on sustainability is also reflected by the
fact that since 2021, non-financial targets make up 10% of the
Executive Board’s short-term incentive targets. The Supervisory
Board continues to support the sustainability activities of the
company and believes that these efforts will contribute to an
inclusive culture of integrity, accountability, and transparency,
creating sustainable long-term value for all stakeholders.
→ For more information on sustainability,
see Sustainability statements onpage
89
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Report of the Supervisory Board
Talent management and
organizationaldevelopments
Each year, the outcome of the annual talent review is
discussed by the Supervisory Board. Diversity at Board and
senior management levels is an important element in that
discussion. Furthermore, as a standing topic during each
Supervisory Board meeting, the Supervisory Board is informed
about organizational developments, including appointments
at senior positions within the company. DEIB is close at heart
of the Supervisory Board and is integrated in presentations
and discussions on various topics. The Supervisory Board fully
supports all initiatives in the company to enhance the diverse
and inclusive culture within the company. The Supervisory
Board discussed this topic in several meetings.
In the context of the implementation of the amended
Corporate Governance Code, the Supervisory Board approved
the Global DEIB Policy, as well as the targets for gender
representation in the sub-top of the company. This target
aims at an increase of female representation in the company’s
executive career band by two percentage points by 2028, from
a 2022 baseline.
The Supervisory Board was also updated on and discussed
the results of Wolters Kluwer’s employee engagement survey,
which measures important topics such as engagement,
belonging, alignment, agility, career development, and other
components driving engagement, and supporting a culture
aimed at sustainable long-term value creation. The results
were positive. The company continues executing action plans
to further improve in these areas.
Report of the Supervisory Board
continued
Finance
The Supervisory Board and Audit Committee carefully observe
the financing of the company, including the balance sheet,
cash flow developments, and available headroom. The
Supervisory Board also closely monitors the development of,
among others, net-debt-to-EBITDA ratio and liquidity planning.
The Supervisory Board approved the share buyback program
of up to €1 billion in 2023, as well as the €100 million share
buyback for the period starting January 2, 2024, up to and
including February 19, 2024, and the block trade to set off EPS
dilution due to performance shares under the 2021-2023 long-
term incentive plan which will be released to participants on
February 22, 2024.
With respect to the funding of the company, the Supervisory
Board approved the new €700 million eight-year senior bonds,
which were issued in March 2023.
Other financial subjects discussed included the budget,
the financial outlook, the achievement of financial targets,
the interim and final dividends, the outcome of the annual
impairment test, and the annual and interim financial results.
The dividend increase of 15% over 2022, which was approved
by the AGM in 2023, and the proposed dividend increase
of 15% over 2023 (to be approved by the AGM in 2024), are
a sign of the strong confidence the Executive Board and
Supervisory Board have in the future and financial stability
of the company. Together with the share buyback programs,
the cash-return to shareholders is well balanced with the
annual investment of approximately 10% of group revenues
ininnovation and the headroom for acquisitions.
The Supervisory Board discussed the impact of a new Dutch
law regarding taxation of share buybacks, which may become
effective as of January 1, 2025. Management will keep the
Supervisory Board informed about the potential impact
andalternatives.
Investor relations
The Supervisory Board was well informed about investor
relations activities, which is a standing agenda item during
the Supervisory Board meetings. Updates included share
price developments, communication with shareholders,
shareholders’ views on acquisitions, analyst research, ESG
developments, and the composition of the shareholder base.
The Supervisory Board also carefully reviewed and approved
the annual report and press releases regarding the full-
year and half-year results, and the first-quarter and nine-
month trading updates. The Supervisory Board approved the
increase of the full-year 2023 guidance in the half-year results
press release which was issued in August. In addition, two
Supervisory Board members had virtual meetings with several
shareholders in the second half of 2023, focused on corporate
governance, ESG, and AI.
Audit Committee
The Audit Committee had four regular meetings in 2023,
during the preparation of the full-year 2022 and half-year
2023results, and around the first-quarter 2023 trading
updateand nine-month 2023 trading update. In addition,
inJanuary 2023, the Audit Committee had a separate deep
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dive session with corporate staff representatives regarding
sustainability reporting and the request for proposal for a
new audit firm. There was one scheduled conference call
in December between the external auditor, the Chair of the
AuditCommittee, and the CFO.
The Audit Committee consisted of Mr. de Kreij (Chair),
Ms.Vandebroek, and Mr. Vogelzang. The regular meetings
of the Audit Committee were held in the presence of the
Executive Board members, the external auditor, the head of
Internal Audit, and other corporate staff members. During
2023, as routine agenda items, the Audit Committee had
discussions with the external auditor, as well as with the head
of Internal Audit, without the members of the Executive Board
being present at the end of two meetings. In addition, the
Chair of the Committee met with the CFO, the external auditor,
the head of Group Accounting & Reporting, and the head
of Internal Audit in preparation of the Committee meetings.
Afterevery meeting, the Chair of the Committee reports back
to the full Supervisory Board.
Key items discussed during the Audit Committee meetings
included the financial results of the company, status updates
on internal audit and internal controls, the management
letter of the external auditor, accounting topics, ESG, pensions,
tax planning, impairment testing, the Treasury Policy, the
financing of the company, risk management, restructuring
plans, cybersecurity, hedging, litigation reporting, incident
management, the Auditor Independence Policy, and the
quarterly reports and the full-year report on the audit of the
external auditor.
Report of the Supervisory Board
continued
In January 2023, the Audit Committee recommended to the
full Supervisory Board to nominate KPMG Accountants N.V. as
new audit firm as of financial year 2025. This recommendation,
which was followed by the Supervisory Board, was the result
of an extensive request for proposal process for the auditor
rotation, which is required under Dutch law every 10 years.
Important criteria included the audit approach, international
and sector experience, composition and fit of the team
(including diversity), the transition approach, independence
resolution, and proposed fees. In the 2023 AGM, KPMG was
indeed appointed as auditor as of financial year 2025.
The Audit Committee has reviewed the performance of the
current external auditor (Deloitte), the proposed audit scope
and approach, the audit fees, and the independence of the
external auditor, and has reviewed and approved the other
assurance services, tax advisory services, and other non-
audit services provided by the external auditor. The Auditor
Independence Policy, which was updated in 2023, is available
on the website.
→ The Auditor Independence Policy
www.wolterskluwer.com/en/investors/
governance/policies-and-articles
Selection and Remuneration Committee
The Selection and Remuneration Committee met four times in
2023. The Committee consisted of Ms. Horan (who chairs the
remuneration-related matters), Ms. Ziegler (who chairs the
selection and nomination-related matters), and Ms. Kersten.
After every meeting, the respective chairs of the Committee
report back to the full Supervisory Board. The resolutions
regarding nominations and remuneration were taken by the
full Supervisory Board based on recommendations from
theCommittee.
For more information about the remuneration policy of the
Executive Board and the Supervisory Board and the execution
thereof, see Remuneration report.
→ See our Remuneration report onpage 70
Supervisory Board composition
After the AGM in 2023, Mr. Bodson resigned from the
Supervisory Board due to the workload of his other activities.
During 2023, the Supervisory Board searched for a replacement
of Mr. Bodson. Based on the recommendation of the Selection
and Remuneration Committee, the Supervisory Board
nominates Mr. David Sides for appointment as new member
of the Supervisory Board in the 2024 AGM, in view of his
knowledge of the healthcare sector, coupled with his financial
and commercial acumen, as well as his extensive experience
in leading innovative companies.
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In 2024, the first term of both Mr. Jack de Kreij and Ms.
Sophie Vandebroek will expire. Ms. Vandebroek is available
for a reappointment of four years. Mr. De Kreij is available
for a reappointment of two years. The Supervisory Board,
after careful consideration, will nominate Mr. De Kreij and
Ms.Vandebroek for reappointment in the 2024 AGM. A further
explanation can be found in the agenda of the AGM.
In 2024, the second term of Ms. Horan will expire as well.
Regretfully, she informed the Supervisory Board that she
is not available for reappointment. The Supervisory Board
would like to thank Ms. Horan for her knowledgeable and
much appreciated contributions during her eight years on the
Supervisory Board, and in particular for chairing the Selection
and Remuneration Committee with respect to remuneration
topics for seven years. The Supervisory Board is currently
conducting a search for the replacement of Ms. Horan as
member of the Supervisory Board.
The composition of the Supervisory Board is in line with its
profile and diversity policy, reflecting a diverse composition
with respect to expertise, nationality, gender, and age,
reflecting the international nature and geographic scope
of the company. Three nationalities are represented on the
Supervisory Board, with different talents and relevant areas of
expertise. The Supervisory Board currently has a
male/female representation of 33% male and 67% female,
which is in line with the diversity policy and Dutch law,
requiring a representation of at least one third male and
female. After the appointment of Mr. Sides and the retirement
of Ms. Horan, the representation will be 50% male and 50%
female.
Report of the Supervisory Board
continued
The composition comprises international board experience,
specific areas of expertise (including finance, legal, and
technology), as well as expertise within the broad information
industry and specific market segments in which the company
operates.
→ The profile, competences matrix,
rotation schedule, and diversity
policyare available on
www.wolterskluwer.com/en/investors/
governance/supervisory-board-
committees
All Supervisory Board members comply with the Dutch law and
the By-Laws regarding the maximum number of supervisory
board memberships. Furthermore, all members of the
Supervisory Board are independent from the company within
the meaning of best practice provisions 2.1.7, 2.1.8, and 2.1.9 of
the Dutch Corporate Governance Code. For more information
on each Supervisory Board member in accordance with the
Dutch Corporate Governance Code, see the sections Executive
Board and Supervisory Board and Corporate governance.
→ See Executive Board and Supervisory
Board onpage 61
→ See Corporate governance onpage 44
The Supervisory Board would like to thank the Executive Board
and all employees worldwide for their efforts in the past
year. The strong results of the company and ongoing focus on
serving customers and sustainable long-term value creation,
within an innovative, diverse, and transparent culture, were
highly appreciated by the Supervisory Board.
Meeting attendance
Supervisory
Board
Audit
Committee
Selection &
Remuneration
Committee
Number of meetings held 7 5 4
A.E. Ziegler 7 – 4
J.P. de Kreij 7 5 –
B.J.F. Bodson* 3 – –
J.A. Horan 7 – 4
H.H. Kerstens 7 – 4
S. Vandebroek 6 4 –
C.F.H.H. Vogelzang 7 5 –
* Mr. Bodson retired after the 2023 AGM.
Alphen aan den Rijn, February 20, 2024
Supervisory Board
Ann Ziegler, Chair
Jack de Kreij, Vice-Chair
Jeanette Horan
Heleen Kersten
Sophie Vandebroek
Chris Vogelzang
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Report of the Supervisory Board
Despite challenges,
all financial and
non-financial
targets were met or
exceeded.
This remuneration report outlines
our philosophy and framework
for management pay, provides a
summary of our remuneration policy,
and lays out how the policy was
applied in 2023. We discuss how
performance drove the outcome
for 2023 and how the policy will be
applied in 2024.
Letter from the Co-Chair of the
Selection and Remuneration Committee
Dear Shareholders,
On behalf of the Supervisory Board, I am pleased to present
our 2023 remuneration report, in which we outline our pay-for-
performance philosophy and our strategy-linked framework,
and provide a summary of our remuneration policy. We explain
how performance translated into the remuneration earned for
2023 and set out how the remuneration policy will be applied
in 2024.
2023 performance and STIP outcome
In many ways, 2023 saw a continuation of the external
conditions that arose the year before, including challenges
presented by geopolitical events and macroeconomic
conditions. Last year was also a year of significant internal
change at Wolters Kluwer, notably the formation of a new
fifth division by bringing several business units together
and the centralization of key functions such as technology,
communication, and finance. These changes were executed
well in 2023 and prepare the organization to take advantage
ofopportunities that lie ahead.
As discussed in the strategic report, the company finished
the year 2023 with financial results that were in line with the
overall group-level guidance provided at the start of the year.
Fundamental to driving these financial results is the strategy
of focusing on expert solutions, investing in innovation, while
continuing to evolve organizational capabilities and driving
operational excellence.
Despite the challenges, the company achieved 6% organic
growth, resulting in an absolute 2023 revenue achievement
in line with target. The adjusted operating profit margin was
improved by 30 basis points, which after interest and tax,
resulted in a 7% increase in adjusted net profit in constant
currencies. Adjusted net profit of €1,119 million was in line with
target. Adjusted free cash flow of €1,164 million declined 2% in
constant currencies and exceeded the target by 1%.
To provide incentives for advancing our sustainability and
ESG performance, the Supervisory Board set targets for three
non-financial measures for 2023, which together carried
a weight of 10% in the short-term incentive plan (STIP).
Employee belonging, the indicator we have chosen to measure
our global performance on diversity, equity, and inclusion,
increased by 2 points to 75, exceeding the target which was
to increase it by 1 point. The second non-financial measure,
indexed cybersecurity maturity score, aims to ensure the
group maintains security at or above the benchmark for
high-tech companies. This target was also exceeded in 2023.
The third non-financial measure for 2023, aimed at reducing
the environmental impact of our remaining in-house data
centers, was a target for on-premise servers decommissioned
during the year. On this measure, performance was well ahead
of target, and the multi-year program to migrate customers
and applications to energy-efficient cloud infrastructure has
reached a mature stage.
2021-2023 performance and LTIP outcome
The long-term incentive plan (LTIP) which vested on December
31, 2023, and which will be paid out in February 2024, was
the first plan to have started under the remuneration policy
adopted by shareholders in 2021. This LTIP was therefore
linked to performance on relative total shareholder return,
diluted adjusted EPS, and return on invested capital.
Total shareholder return (TSR), including dividends and using
a 60-day average share price at the start and at the end of the
Remuneration
report
Jeanette Horan
Co-Chair of the Selection
and Remuneration
Committee, dealing with
remuneration matters
“
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Remuneration report continued
three-year period, was 88%. This TSR performance placed Wolters Kluwer in third place ahead
of 13 of its TSR peers, which are comprised of comparable publicly listed U.S. and European
information and software companies. Over the three-year LTIP period, 2021-2023, the share
price rose 86%, very significantly outperforming the broader stock market indices, including the
STOXX Europe 600 and the Amsterdam AEX.
For the second measure, diluted adjusted EPS, the compound annual growth rate over the
three-year performance period was 12.3% in constant currencies, exceeding the target of 8.3%
calculated based on constant currencies for 2023.
For the third measure, return on invested capital (ROIC), the final year ROIC result was 16.9% in
constant currencies for 2023 (16.8% in reporting currencies), which exceeded the target of 14.2%
in constant currencies.
Performance across these three LTIP measures therefore resulted in above target payout.
Therealized value also reflects the significant share price appreciation over the period.
Looking ahead: STIP 2024
During the past three years, the Supervisory Board has monitored the effectiveness of the
non-financial metrics that have been used in the short-term incentive plan. The Board is of the
opinion that these non-financial measures should not only be quantifiable and verifiable, but
should also provide the appropriate incentives for the Executive Board to advance important
strategic objectives, including sustainability goals.
One of the sustainability goals is to make steady annual progress in building a diverse,
equitable, and inclusive culture among the global workforce. Significant progress has been
made but we continue to aim to become a leader on this front. Another sustainability goal is
to make further progress in reducing our direct greenhouse gas emissions. Here, the server
decommissioning measure will be replaced in 2024 with a new goal to provide further incentive
to reducing our global office footprint.
With regard to our cybersecurity maturity, we are well-positioned compared to our industry
benchmark and the goal is to maintain our maturity score, which in itself requires constant
effort and investment.
Looking ahead: LTIP 2024-2026
The LTIP for 2024-2026, which reflects the remuneration policy that was adopted by shareholders
in 2021, will again include relative TSR at 50%, diluted adjusted EPS at 30%, and ROIC at 20%.
No changes were made to the TSR peer group in 2023. The Supervisory Board continues to
monitor this group given the periodic delistings and mergers that take place in our sector.
The Supervisory Board has set three-year targets for compound annual growth in diluted
adjusted EPS and for final year ROIC, applying additional stretch to the underlying financial
planthat underpins the strategy. These forward-looking three-year targets are disclosed on
page 85.
The 2022 remuneration report received strong shareholder support with over 93% of votes in
favor of the report. We trust this 2023 report provides a clear explanation of the drivers of 2023
remuneration and transparent disclosure on future goals and that shareholders can again
support this report at our Annual General Meeting of Shareholders on May 8, 2024.
Jeanette Horan
Co-Chair of the Selection and Remuneration Committee, dealing with remuneration matters
→ The 2024 AGM agenda is available at
www.wolterskluwer.com/agm
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Remuneration at a glance
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Wolters Kluwer achieved
third position for TSR
performance relative to
its TSR peers. This ranking
determines the number of
TSR-related shares awarded
at the end of the three-year
LTIP period.
The company uses a 60-day average of the share price at the beginning and the end ofeach
three-year performance period to reducethe influence of potential stock market volatility.
Target Actual
59%
23%
18%
15,066
12%
31%
4%
10%
36%
3%
4%
€0
€20,000
in thousands of euros, unless otherwise stated
€10,000
€5,000
€15,000
LTIP TSR
outperformance
LTIP
STIP
Base Salary
LTIP EPS
outperformance
Increase in value
due to share
price performance
LTIP ROIC
outperformance
CEO target and realized pay 2023Diluted adjusted EPS
CAGR 2021-2023: 12.3%
in constant currencies
Return on invested
capital 2023: 16.9% in
constant currencies
Target for diluted adjusted
EPS CAGR 2021-2023
was 8.3% in constant
currencies for 2023.
Target for final year ROIC
2023 was 14.2% in constant
currencies for 2023.
3.13
3.38
4.14
4.55
2020 2021 2022 2023
12.3%
13.7%
15.5%
16.8%
2020
2021 2022 2023
Impact of performance and share price on remuneration
Target pay reflects the number of LTIP shares conditionally
awarded for LTIP 2021-2023 valued at the closing share
price on December 31, 2020 (€69.06).
Realized actual pay reflects the number of LTIP shares
earned valued at the closing share price on December 31,
2023 (€128.70).
Thefinal payout will be valued at the volume-weighted-
average share price on February 22, 2024.
Three-year 2021-2023 total shareholder return (TSR)
Sage Group
RELX
Wolters Kluwer
Thomson Reuters
CGI
Pearson
Informa
News Corp
S&P Global
Equifax
Verisk
Experian
Bur. Veritas
Wiley
SGS
Intertek
-20%
+80%
+100%
0%
+20%
+60%
+40%
40%
Summary performance against 2023 STIP targets
Actual performance
Measure Target Actual % of target
Financial
- in millions of euros
Revenues 5,605 5,584 100%
Adjusted net profit 1,113 1,119 100%
Adjusted free cash flow 1,151 1,164 101%
Non-financial
Employee belonging score +1 point +2 points 105%
Indexed cybersecurity
maturityscore 109.4 113.8 110%
Number of on-premise servers
decommissioned 600-999 1,542 110%
Financial STIP targets and actual performance are shown in reporting
currencies. For details on STIP target outcomes, see page 80.
Remuneration report continued
Our remuneration policy
Below we provide a summary of the Executive Board remuneration policy which was adopted in 2021.
→ The remuneration policy is available at
www.wolterskluwer.com/en/investors/
governance/policies-and-articles
Key elements of our remuneration policy
Remuneration peer group The policy provides for a remuneration peer group that is weighted towards European companies atapproximately 60%. Current pay peers are shown on page 76.
STIP performance measures –
financial
The policy provides a pre-defined list of financial measures from which the Selection & Remuneration Committee can select. The STIP financial measures have a minimum weighting
of 80%. These measures exclude the effect of currency, accounting changes, and changes inscope (acquisitions and divestitures) after the annual budget is finalized. The pre-defined
listcomprises:
• Revenues
*
• Organic growth
• Adjusted operating profit
• Adjusted operating profit margin
• Adjusted net profit
*
• Adjusted free cash flow
*
• Cash conversion ratio
*
These financial measures have been applied for the past few years and will be used in 2024.
STIP performance measures –
non-financial
Non-financial measures can include ESG, strategic, or operational metrics, such as employee engagement score, customer satisfaction scores, measures of good corporate governance,
operational excellence, and/or environmental impact.
The maximum weighting of non-financial measures is 20%. In 2023, the weighting was 10% and included the following three strategically important metrics:
• Belonging score (a quantified measure of diversity, equity, and inclusion)
• Indexed cybersecurity maturity score
• Number of on-premise servers decommissioned (reducing carbon footprint)
In 2024, the weighting of non-financial measures will be 10%. The environmental measure (servers decommissioned) will be replaced by a percentage reduction in our office footprint.
LTIP performance measures The policy stipulates the following measures for the LTIP:
• Relative total shareholder return, weighted at 50%
• Diluted adjusted EPS, weighted at 30%
• Return on invested capital (ROIC), weighted at 20%
Share ownership and
holdingrequirements
The policy has minimum share ownership requirements: 3x base salary for CEO, 2x base salary for CFO, and a two-year holding period post vesting.
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Remuneration report continued
Our Executive Board remuneration framework
Our Executive Board remuneration framework comprises the following elements:
Element of
remuneration Key feature
Alignment to strategy and shareholder
interests
Base salary Reviewed annually with reference to
paypeer group andincreases provided
to all employees
Set at a level to attract, motivate,
andretain the best talent
STIP Paid annually in cash; maximum
opportunity 175% ofbasesalary (CEO)
Creates incentives to deliver
performance against annual financial
and non-financial goals
LTIP Conditional rights on ordinary shares,
subject to a three-year vesting schedule
and three-year performance targets;
maximum opportunity 240% of base
salary (CEO)
Creates incentives to deliver financial
performance and create long-term
value; demonstrates long-term
alignment with shareholder interests
Pension Defined contribution retirement savings
plan that is available to all employees in
the same country of employment
Provides appropriate retirement savings
designed to be competitive in the
relevant market
Other benefits Eligibility for health insurance, life
insurance, a car, and participation in any
all-employee plans that may be offered
in the same country of employment
Designed to be competitive in the
relevant market
Our remuneration philosophy
Clear alignment between executive rewards and stakeholder interests is central to our Executive
Board remuneration policy. We have a robust pay-for-performance philosophy with strong
links between rewards and results for both our short-term incentive plan (STIP) and long-
term incentive plan (LTIP). Variableremuneration outcomes are aligned to stretch targets that
measure performance against Wolters Kluwer’s strategic aims. The Supervisory Board has a
clearly defined process for setting stretch targets and a framework for decision-making around
executive remuneration.
The Selection and Remuneration Committee engages an external remuneration advisor to
provide recommendations and information on market practices for remuneration structure and
levels. The Committee had extensive discussions, supported by its external advisor, to review
the composition and key drivers ofremuneration.
We disclose targets, achievements, and resulting pay outcomes for both the STIP and LTIP
retrospectively in this report. In addition, we disclose prospective LTIP targets.
The Supervisory Board determines Executive Board remuneration based on principles that
demonstrate clear alignment with shareholder and other stakeholder interests. We recognize it
is our responsibility to ensure that executive remuneration is closely connected with financial
and strategicperformance.
Principles of Executive
Board remuneration Key feature
Pay for performance
and strategic progress
• Pay is linked to the achievement of key financial and non-financial targets
related to our strategy
• Over 75% of on-target pay is variable and linked to performance against stretch
targets
• Short-term incentives are linked to annual targets
• Long-term incentives are linked to performance against three-year stretch
targets aligned to our strategic plan
Align with long-term
stakeholder interests
• Policy provides management with incentives to create long-term value for
shareholders and other stakeholders through achievementofstrategic aims
anddelivery against financial and non-financial objectives
• Majority of incentives are long-term and paid in Wolters Kluwer shares which are
subject to two-year post-vesting holding requirements
Be competitive in a
global market for
talent
• On-target pay is aligned with the median of a defined global pay peer group,
comprised of competitors and other companies in our sectors that are of
comparable size, complexity, business profile, and international scope
• TSR peer group companies are additionally screened for financial health,
stockprice correlation and volatility, andhistoricalTSR performance
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Purpose: deliver impact when it matters most
Our strategic goals
Accelerate
Expert Solutions
• Drive investment in cloud-based
expert solutions
• Transform digital information
productsinto expert solutions
• Enrich customer experience by
leveraging data analytics
Expand
Our Reach
• Extend into high-growth
adjacencies
• Reposition solutions for new
segments
• Drive revenues through
partnerships and ecosystem
development
Evolve
Core Capabilities
• Enhance central functions,
including marketing and
technology
• Advance ESG performance
andcapabilities
• Engage diverse talent to drive
innovation and growth
Our values
Focus on customer success Make it better Aim high and deliver Win as a team
Financial and non-financial metrics in short-term incentive plan (STIP) and long-term
incentive plan (LTIP)
Executive Board remuneration policy (adopted at the 2021 AGM):
STIP financial measures – pre-defined list of measures:
• Revenues
• Organic growth
• Adjusted operating profit
• Adjusted operating profit margin
• Adjusted netprofit
• Adjusted free cash flow
• Cash conversion ratio
STIP non-financial measures:
ESG, strategic, or operational measures, including employee engagement score, customer satisfaction
scores, measures of good corporate governance, measures ofoperationalexcellence,and measures
ofenvironmental impact.
LTIP financial measures:
• Relative total shareholder return
• Diluted adjusted EPS (three-year CAGR)
• Return on invested capital (final year)
For 2024, the STIP financial measures will be the same as in 2023: revenues, adjusted net profit,
and adjusted free cash flow. The STIP non-financial measures will be: employee belonging
score, indexed cybersecurity maturity score, and a percentage reduction in our global office
footprint (squaremeters).
The number of on-premise servers decommissioned, which was a target in 2023 and prior years,
will not be included as a target in 2024 as the progress over the past three years has brought
this program to an advanced level of maturity.
Linking pay to our strategic goals
The largest component of Executive Board remuneration is variable performance-based incentives. This strengthens the alignment between remuneration and company performance, and
reflectsthe philosophy that Executive Board remuneration should be linked to a strategy for sustainable long-term value creation. Our strategy aims to deliver continued good organic growth
andincremental improvement to our adjusted profit margins and return on invested capital, as we seek to drive long-term sustainable valuefor all stakeholders.
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Aligning with our risk profile
The Supervisory Board assesses whether variable remuneration might expose the company
to risk, taking into consideration our overall risk profile and risk appetite, as described in
Risk management. We believe that our remuneration policy provides management with good
incentives to create long-term value, without increasing our overall risk profile.
Benchmarking against our peers
Pay peer group
We use a pay peer group to benchmark Executive Board pay. This includes direct competitors
and other companies in our sectorsof comparable size, complexity, business profile,
andinternational scope. It is made up of companies based inEurope andNorthAmerica to
reflect where Executive Board members most likely would be recruited to or from. The pay
peer group includes 9 North American and 14 European companies, making it approximately
60% European. Themostcomparable businesses in Europe are companies in the Application
Software and IT Consulting & Services sectors. Inbenchmarking pay against the pay peer group,
the value of share-based remuneration is standardized toensure a like-for-like comparison.
In 2023, the pay peer group consisted of the companies shown in the table on the right.
Companies included in the TSR peer group are marked ‘TSR’.
TSR peer group
The TSR peer group consists of 15 companies that are used as the comparator group
to determine relative TSR performance, which is one of the measures used in the LTIP.
TheTSRpeer group is comprised of digital information, software, and services businesses.
In case of the delisting or merger of a TSR peer group company, the Supervisory Board will
carefully consider an appropriate replacement that meets strict pre-determined criteria.
Thesecriteria include industry, geographic focus, size, financial health, shareprice correlation
and volatility, and historical TSRperformance.
The TSR peer group is a sub-set of the pay peer group, with the exception of Wiley and CGI
which are not in the pay peer group.
Pay and TSR peer groups
North American comparators European comparators
CGI
1,4
TSR
Atos
Equifax
TSR
Bureau Veritas
TSR
Gartner
2
Capgemini
Gen Digital
3
Clarivate
5
Intuit Dassault Systèmes
MSCI
Experian
TSR
News Corporation
TSR
Informa
TSR
S&P Global
TSR
Intertek Group
TSR
Thomson Reuters
TSR
Pearson
TSR
Verisk Analytics
TSR
RELX
TSR
Wiley
4
TSR
SGS
TSR
Teleperformance
Temenos
The Sage Group
TSR
1 CGI Inc replaced IHS Markit plc in the TSR peer group after the latter was acquired by S&P Global in 2022.
2 Gartner Inc replaced Nielsen Holdings Inc which was delisted in October 2022.
3 Gen Digital Inc was formerly named NortonLifeLock which merged with Avast in 2022.
4 CGI and Wiley (John Wiley & Sons) are included in the TSR peer group but not in the pay peer group.
5 Clarivate plc replaced IHS Markit plc in the pay peer group after the latter was acquired by S&P Global in 2022.
TSR
Companies that are included in the TSR peer group.
Remuneration report continued
The process for setting targets for the LTIP starts with our company strategy, which is generally
formulated every three years, and our three-year financial plan, which is updated annually.
TheVision & Strategy Plan (VSP) generates a three-year forecast based on organic development
of the existing business. This plan is reviewed and approved by the Supervisory Board.
For LTIP remuneration targets, this forecast is augmented with anticipated, value-creating
management initiatives not accounted for in the financial plan to give realistic but stretched
targets that the Supervisory Board feels will maximize the full potential of the organization.
Assumptions for management initiatives are made based on historical patterns and forward-
looking strategic plans. Typical management initiatives are acquisitions, divestitures,
restructuring, and share buybacks (including shares repurchased under our Anti-Dilution
Policy). All targets, apart from relative TSR, are based on constant currency rates and
consistently applied accounting standards and policies.
The Supervisory Board compares the stretch targets against external benchmarks, where
available, to ensure they represent a challenging performance in our sector and against
otherpeers. The stretch targets are also tested for sensitivity to various inputfactors.
Use of discretion in determining variableremuneration
Under Dutch law, the Supervisory Board has the discretionary authority to amend Executive
Board payouts, as determined by actual performance against pre-set targets, if they are
considered unreasonable or unfair in relation to stakeholders’ interests.
The Supervisory Board annually assesses the impact of certain management actions, or
externalevents or circumstances, on results during the performance period, and may use
its discretion to adjust for these actions or events. Such actions, events, or circumstances
include, but are not limited to, the impact of restructuring, acquisitions, divestments,
andsharebuybacks beyond that anticipated in the target-setting process. External events
considered could include economic recession, changes in tax rates, and other events
unforeseen in the target-setting process.
Variable remuneration can be clawed back after payout if the payout was based on
incorrectinformation.
Review VSP
three-year
financial plan
Augment
forecasts for
management
actions not
in the plan
Determine
three-year
LTIP targets
Test
targets
for stretch
and payout
sensitivity
Finalize three-
year LTIP targets
Step 1 Step 2 Step 3 Step 4
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Setting targets for long-term incentive plan measures
The Supervisory Board uses a rigorous process to set stretch targets for the Executive
Board.
Process for setting targets for long-term incentive plan measures
The financial plan that is part of our three-year Vision & Strategy Plan (VSP) is the starting
point for target setting. This plan is augmented with assumptions around management
actions to arrive at realistic stretch targets.
Remuneration report continued
Implementation of remuneration policy in 2023
This section outlines the implementation of the remuneration policy for Executive Board members in 2023, in line with the remuneration policy and the remuneration framework discussed above.
It also describes how the performance measures were applied in2023.
For the performance period ending in 2023, remuneration was in accordance with the remuneration policy adopted in 2021. There were no deviations from the remuneration policy, nor from
the governance process in the execution of the policy. The Supervisory Board carried out a performance-driven scenario analysis when determining the structure and level of Executive Board
remuneration for 2023, as shown on page 86.
The Supervisory Board is of the view that management achieved strong results and delivered for customers, despite geopolitical and macroeconomic challenges faced during the STIP and LTIP
performance periods.
2023 STIP financial targets for revenues and adjusted net profit were met, while the STIP target for adjusted free cash flow was slightly exceeded. All three non-financial STIP targets were exceeded.
The formulaic outcome will result in cash annual STIP payments of €1,880,643 forthe CEO and €854,521 for the CFO.
Three-year performance on total shareholder return (TSR), CAGR in diluted adjusted EPS, and final-year ROIC were all ahead of target. The performance and shares to be paid out forthe LTIP
2021-2023 are discussed under Long-term incentive plans.
Remuneration of the Executive Board – IFRS based
Fixed remuneration Variable remuneration
in thousands of euros, unlessotherwise stated Base salary Social security
6
Pension
contribution
Other
benefits
3
STIP LTIP
4
Sub-total
Proportion
fixed/variable
Tax-related
costs5 Total
2023
N. McKinstry
1
1,499 236 104 193 1,881 4,439 8,352 24%/76% 27 8,379
K.B. Entricken
2
809 11 76 207 855 1,868 3,826 29%/71% (486) 3,340
Total 2,308 247 180 400 2,736 6,307 12,178 26%/74% (459) 11,719
2022
N. McKinstry 1,460 101 102 194 1,958 4,616 8,431 22%/78% (530) 7,901
K.B. Entricken 800 22 74 191 860 1,789 3,736 29%/71% 5 3,741
Total 2,260 123 176 385 2,818 6,405 12,167 24%/76% (525) 11,642
1
In 2023, Ms. McKinstry’s base salary was $1,557,000 (€1,498,667). The 2023 STIP payout is calculated on a U.S. dollar denominated equivalent of total salary as: $1,557,000 x 130.57% ($2,032,975 equivalent to €1,880,643).
2
The 2023 STIP payout of Mr. Entricken is calculated on a U.S.-dollar-denominated equivalent of total base salary as: $875,000 x 105.57% ($923,738 equivalent to €854,521).
3
Executive Board members are eligible to receive benefits such as health insurance, life insurance, a car, and to participate in any plans offered to all employees at any given time.
4
LTIP share-based payments are based on IFRS accounting standards and therefore do not reflect the actual payout or value of performance shares released upon vesting.
5
Tax-related costs are costs to the company pertaining to the Executive Board members ex-patriate assignments. The 2023 tax-related cost changes for Ms. McKinstry were mainly due to time worked in the Netherlands and the U.S.
anda reduction in the hypothetical tax collected by the company as a result of a residency change in 2023. For Mr. Entricken, the changes are a result of reduced time spent in the Netherlands in 2023 and a roll-forward of tax credits
from the previous year.
6
Changes in the social security costs for Ms. McKinstry are a result of being a full-year participant in the U.S. social system in 2023.
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Base salary 2023
The Supervisory Board approved an increase of 3.9% in base salary for the CEO and CFO for
2023. This was below the budgeted 4.4% salary increase for Wolters Kluwer employees globally.
Short-term incentive plan 2023
The STIP provides Executive Board members with a cash incentive for the achievement
of specific annual targets for a set of financial and non-financial performance measures
determined at the start of the year. The STIP payout as a percentage of base salary for on-
target performance is shown in the table below, with the minimum threshold for payout and
the maximum payout in the case of overperformance. There is no payout if performance is
lessthan90% of the STIP target. Payout is capped at performance that is 110% or more than
theSTIP target. The STIP payout percentages have remained unchanged since 2007.
Payout of STIP variable remuneration takes place only after assurance by the external auditor
of the financial statements, including the financial KPIs on which the financial STIP targets
arebased.
STIP percentage payout scenarios for 2023
Minimum payout
(% of base
salary)
Minimum
threshold:
no payout if
performance is
below
(% of target)
Target payout
(% of base
salary)
Maximum payout
(% of base
salary)
Maximum payout
if performance is
above
(% of target)
CEO 0% < 90% 125% 175% ≥110%
CFO 0% < 90% 100% 150% ≥110%
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The 2023 STIP performance measures and actual performance compared to targets and the resulting STIP payout are listed in the table below. STIP performance measures are determined by the
Supervisory Board and reflect the key performance indicators (KPIs) on which the company reports andthat are important measures of the successful execution ofour strategy.
Payouts for performance against 2023 STIP targets
in millions of euros, unlessotherwisestated Performance targets Actual performance STIP outcomes
N. McKinstry K.B. Entricken
Performance measures Weighting (A) Minimum Target Maximum Performance
As % of
target
Payout, % of
base salary (B)
Weighted
(A)x(B)
Payout, % of
base salary
Weighted
(A)x(C)
2023
Financial
Revenues 34.0% 5,044 5,605 6,165 5,584 100% 125% 42.5% 100% 34.0%
Adjusted net profit 28.0% 1,002 1,113 1,225 1,119 100% 125% 35.0% 100% 28.0%
Adjusted free cash flow 28.0% 1,036 1,151 1,266 1,164 101% 130% 36.4% 105% 29.4%
Non-financial
Employee belonging score
1
3.33% Maintain +1 point +3 or more points +2 points 105% 150% 5.0% 125% 4.2%
Indexed cybersecurity maturity score
2
3.33% 103.1 109.4 113.4 113.8 110% 175% 5.8% 150% 5.0%
Number of on-premise servers decommissioned
3
3.34% 275-399 600-999 1,200+ 1,542 110% 175% 5.8% 150% 5.0%
Total payout as % ofbasesalary 130.6% 105.6%
1
Employee belonging score: performance targets are relative to 2022 score.
2
Cybersecurity maturity score is indexed to 2020 = 100.0. Performance targets are set to create incentives to maintain security at or above the benchmark for high-tech companies.
3
Number of on-premise servers decommissioned: performance targets are for absolute number of servers decommissioned.
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Long-term incentive plans
The LTIP provides Executive Board members conditional rights on shares (performance
shares). The plan aims to align the organization and its management with the strategic goals
of the company and, in doing so, reward the creation of long-term value. The total number of
shares that Executive Board members receive depends on the achievement of pre-determined
performance conditions at the end of a three-year performance period.
Payout of the performance shares at the end of the three-year performance period will take
place only after verification by the external auditor of the achievement of the TSR, EPS,and
ROIC targets.
Under the previous remuneration policy in effect before 2021, the performance measures for
the LTIP 2020-2022 were total shareholder return (TSR) and CAGR in diluted EPS. The current
remuneration policy, adopted in 2021, uses three performance measures: total shareholder
return, CAGR in diluted adjusted EPS, and return on invested capital, described below.
Total shareholder return
TSR objectively measures the company’s financial performance and assesses its sustainable
long-term value creation as compared to other companies in our TSR peer group. It is
calculated based on the share price change over the three-year period and assumes ordinary
dividends are reinvested. By using a three-year performance period, there is a clear link
between remuneration and sustainable long-term value creation. The company uses a 60-day
average of the shareprice at the beginning and end of each three-year performance period to
reduce the influence of potential stockmarket volatility.
Wolters Kluwer’s TSR performance compared to the peer group determines the number of
conditionally awarded TSR-related shares vested at the end of the three-year performance
period. These incentive zones are in line withbest-practice recommendations for the
governance of long-termincentiveplans.
TSR performance ranking payout percentages
Position
Payout as % of conditional shares
awarded for on-target performance
1-2 150%
3-4 125%
5-6 100%
7-8 75%
9-10 0%
11-12 0%
13-14 0%
15-16 0%
Diluted adjusted earnings per share and return on invested capital
Executive Board members can earn 0%-150% of the number of conditionally awarded EPS- or
ROIC-related shares, depending on Wolters Kluwer’s performance compared to targets set for
the three-year performance period.
The Supervisory Board determines the exact targets for the EPS- and ROIC-related shares for
each three-year performance period at the start of the period. The EPS and ROIC targets are
based on performance in constant currencies to exclude the effect of currency movements
over which the Executive Board has no control. In addition, diluted adjusted EPS and ROIC
performance are based on consistently applied accounting standards and policies. Using EPS
and ROIC as performance measures for LTIP facilitates strong alignment with the successful
execution of our strategy to generate long-term shareholder value.
Diluted adjusted EPS and ROIC performance incentive table
Achievement Payout %
Less than 50% of target None
On target 100%
Overachievement of target Up to 150%
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Performance against LTIP targets for the 2020-2022 and 2021-2023 performance periods
LTIP measure Weighting Target Achievement Payout %
Period 2021-2023 Vesting
TSR 50% Position 5-6 Position 3 125%
Diluted adjusted EPS 30% CAGR of 8.3% 12.3% 150%
ROIC 20% Final year 14.2% 16.9% 150%
Period 2020-2022
*
Vesting
TSR 50% Position 5-6 Position 3 125%
Diluted EPS
*
50% CAGR of 10.8% 15.9% 150%
*
LTIP 2020-2022 was based on the former remuneration policy, which used TSR and diluted EPS. For calculation
purposes, we use the definition of diluted EPS that can be found in the Glossary.
Performance against LTIP targets in constant currencies for the two most recent LTIP
performance periods areprovided in the table above. Targets have been recalculated for 2023
constant currencies, and therefore differ from targets stated in 2022 Annual Report.
Vested LTIP plans
LTIP vesting for the performance period 2021–2023
The LTIP 2021-2023 vested on December 31, 2023. Vested LTIP 2021-2023 shares will be released
on February 22, 2024. The volume-weighted-average price for the shares released will be based
on the average exchange price traded at Euronext Amsterdam on February 22, 2024, the first day
following the company’s publication of its annual results.
Conditional share awards vested for the period 2021-2023
number of shares,
unlessotherwise stated
Outstanding
at December
31, 2023
Additional
conditional
number of
TSR shares
(25%)
Additional
conditional
number of
EPS shares
(50%)
Additional
conditional
number of
ROIC shares
(50%)
Vested/
payout
February 21,
2024
Estimated cash
value of payout
*
(inthousands
ofeuros)
*
N. McKinstry 66,970 9,655 8,506 5,671 90,802 11,686
K.B. Entricken 26,533 3,825 3,370 2,247 35,975 4,630
Total 93,503 13,480 11,876 7,918 126,777 16,316
Senior management 303,256 37,944 45,564 30,408 417,172 53,690
Total 396,759 51,424 57,440 38,326 543,949 70,006
*
Estimated cash value calculated as the number of shares vested multiplied by the closing share price on
December 31, 2023 (€128.70).
LTIP vesting for the performance period 2020-2022
The LTIP 2020-2022 vested on December 31, 2022. A total number of 535,063 shares were released
on February 23, 2023. On that day, the volume-weighted-average price of Wolters Kluwer N.V.
was€109.9098. The number of shares vested and the cash equivalent are shown below.
LTIP: shares vested for the performance period 2020-2022
number of shares, unless
otherwise stated
Outstanding at
December 31,
2022
Additional
conditional
number of
TSR-shares
(25%)
Additional
conditional
number of
EPS-shares
(50%)
Vested/payout
February 23,
2023
Cash value of
vested shares
*
N. McKinstry 80,741 12,064 16,243 109,048 11,985
K.B. Entricken 29,320 4,381 5,899 39,600 4,352
Total 110,061 16,445 22,142 148,648 16,338
Senior management 280,967 35,139 70,309 386,415 42,471
Total 391,028 51,584 92,451 535,063 58,809
*
Cash value in thousands of euros; calculated as the number of shares vested multiplied by the volume-
weighted-average price on February 23, 2023.
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Conditionally awarded shares
This section provides information on the conditional share awards under the outstanding
(in-flight) LTIPs for Executive Board members and other senior management.
LTIP awards 2022-2024 and 2023-2025
The Executive Board members and other senior management have been conditionally awarded
the following number of shares based on a 100% payout, subject to the conditions of the
LTIPgrants for 2022-2024 and 2023-2025:
Conditional LTIP share awards for performance periods 2022-2024 and 2023-2025
number of shares at
100%payout
Conditionally
awarded TSR-
based shares
Conditionally
awarded ROIC-
and EPS-based
shares
Conditionally
awarded TSR-
based shares
Conditionally
awarded ROIC-
and EPS-based
shares
Total
conditionally
awarded shares
LTIP 2023-2025 LTIP 2023-2025 LTIP 2022-2024 LTIP 2022-2024
December 31,
2023
N. McKinstry 26,504 19,934 23,129 16,955 86,522
K.B. Entricken 12,092 9,095 9,925 7,276 38,388
Total 38,596 29,029 33,054 24,231 124,910
Senior management
*
135,296 134,789 113,099 113,096 496,280
Total 173,892 163,818 146,153 137,327 621,190
*
Remuneration of senior management consists of a base salary, STIP, and LTIP, and is based on the achievement
of specific objective targets linked to creating value forshareholders, such as revenues and profit performance.
The LTIP targets and payout schedule for senior management are similar to those for the Executive Board.
Key assumptions for LTIP 2022-2024 and LTIP 2023-2025
Fair values for LTIP shares are provided in the table below. In the benchmarking process, the
fairvalue of share-based remuneration is standardized to ensure a like-for-like comparison
topeer companies.
LTIP 2023-2025 LTIP 2022-2024
Fair values
Fair value of EPS and ROIC shares at grant date (in €) 91.37 97.82
Fair value of TSR shares at grant date (in €) 68.72 71.71
TSR shares – key assumptions
Share price at grant date (in €) 97.76 103.60
Expected volatility 23.7% 21.2%
The fair value of TSR shares is calculated at the grant date using the Monte Carlo model. For the
TSR shares granted in the LTIP 2023-2025, the fair value is estimated to be €68.72 as of
January 1, 2023. The inputs to the valuation were the Wolters Kluwer share price of €97.76 on the
grant date (January 1, 2023) and an expected volatility of 23.7% based on historical daily prices
over the three years prior toJanuary 1, 2023. Dividends are assumed to increase annually based
on historical trends and management plans. The model assumes a contractual life of three
years and uses the risk-free rate on Dutch three-year government bonds.
Proposed remuneration approach for 2024
This section describes arrangements that will be put into place for 2024, in line with the
remuneration policy as adopted at the April2021 AGM.
Base salary
The Supervisory Board approved a regular increase in base salary for the CEO and CFO of
3.4%, which is less than the overall budgeted 2024 salary increase of 4.0% for Wolters Kluwer
employees globally.
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Short-term incentive plan 2024
For both the CEO and CFO, the STIP percentage payout scenarios for 2024 will be the same
asin2023. See table on page 86.
According to the remuneration policy, the Supervisory Board can annually select measures
from a pre-defined list of financial measures, providing flexibility for the Supervisory Board
andtransparency for stakeholders.
A full list of financial measures is provided in the summary table at the front of this
remuneration report. The financial measures carry a weight of at least 80% under the
remuneration policy adopted in 2021. The Supervisory Board has selected the following
measures from the list for 2024:
Financial performance measures for STIP 2024
Measure Weighting How performance is calculated
Revenues 34%
STIP financial targets are based on the annual
budget which assumes development of the
existing business. In calculating STIP
performance results, the effect of changes in
currency and accounting standards is excluded.
Adjusted net profit 28%
Adjusted free cash flow 28%
Total weighting of STIP financial measures 90%
Non-financial performance measures for STIP 2024
The non-financial measures relate to ESG, strategic, or operational priorities. The policy sets the
maximum weight for these non-financial measures at 20% of the STIP. In 2024, the weight will be
set at 10% with each measure equal-weighted and separately assessed. The measures will apply
equally to the CEO and CFO and have been cascaded down to all executives.
In 2024, the following three strategically relevant, quantifiable, and verifiable non-financial STIP
measures will be applied.
Non-financial performance measures for 2024
Objective Measure Weighting Description of target and how it is measured
Workforce diversity
and employee
engagement
Belonging score 3.33% The annual target aims to achieve an
improvement in our overall belonging score.
Belonging measures the extent to which
employees believe they can bring their authentic
selves to work and be accepted for who they are.
Thescore (on a scale of 0-100) is determined by an
independent third party (2023:Microsoft Glint).
Secure systems and
processes
Indexed
cybersecurity
maturity score
3.33% The annual target is based on a company-wide
program designed to maintain cybersecurity at
or above the industry standard benchmark for
high-tech companies. The cybersecurity maturity
score is assessed annually by a third party,
based on the National Institute of Standards
and Technology (NIST) framework. The minimum
payout requires the score to be maintained in
line with the industry standard for high-tech
companies.
Reduction in office
footprint
Square meters of
office footprint
3.34% The annual target aims to achieve a reduction
inour office footprint and thereby a reduction
in our scope 1 and 2 emissions. The targets are
based on programs managed by our global
real estate team. The target and outcome are
on an underlying basis excluding the impact
ofacquisitions and divestitures.
Total weighting of STIP non-financial
measures 10.0%
Disclosure of STIP targets
The Supervisory Board does not disclose STIP targets in advance due to their commercial
sensitivity. In response to shareholder requests for greater transparency, we have disclosed
STIPtargets retrospectively in this report.
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Long-term incentive plan 2024-2026
Conditional LTIP grants under the remuneration policy approved in 2021
The CEO’s target remuneration has historically been positioned in line with the median of the
pay peer group. However, having listened to shareholder concerns about the quantum of CEO
remuneration, we proposed as part of the remuneration policy adopted in 2021, in consultation
with the CEO, to reduce the maximum award of conditional shares from 285% to 240% of base
salary over a two-year period. This change took place in two steps (265% for 2021 and 240% for
2022) and effectively reduced the CEO’s target remuneration by about 10%.
The CFO’s target conditional award is 200% of base salary.
Wolters Kluwer uses the fair value method for calculating the number of conditional
performance shares to be awarded.
For the LTIP 2024-2026 cycle, in accordance with the policy adopted by shareholders at the 2021
AGM, the Supervisory Board willmaintain TSR, measured against 15 peers, as an LTIP measure
with a weighting of 50% of the value of the LTIP. In addition, the Supervisory Board will keep
diluted adjusted EPS at 30% of the value and ROIC at 20%. These measures were selected based
on investor feedback and the Supervisory Board’s continued desire to provide incentives for
management to drive sustainable long-term value creation.
Prospective disclosure of LTIP targets
We committed to disclose the LTIP targets prospectively (in addition to continuing retrospective
disclosure of LTIP targets) upon adoption of the remuneration policy by shareholders at the
2021 AGM. For plans reflecting this policy, targets are provided below.
LTIP Measure Weighting Target in constant currencies
Period 2024-2026
TSR 50% Position 5-6
Diluted adjusted EPS 30% CAGR of 10.0%
ROIC 20% Final year ROIC of 20.7%
Period 2023-2025
TSR 50% Position 5-6
Diluted adjusted EPS 30% CAGR of 10.9%
ROIC 20% Final year ROIC of 19.2%
Period 2022-2024
TSR 50% Position 5-6
Diluted adjusted EPS 30% CAGR of 9.3%
ROIC 20% Final year ROIC of 16.6%
EPS and ROIC targets are stated in constant currencies for the first year of each three-year LTIP period.
Conditional LTIP grants 2024-2026
In accordance with the commitment of the Supervisory Board in 2021 upon adoption of the
remuneration policy, the LTIP target level for the 2024-2026 performance period will be 240%
ofbase salary for the CEO. The target level for the CFO is 200% of base salary.
The number of shares conditionally awarded at the start of the performance period is
computed by dividing the amount, as calculated above, by the fair value of a conditionally
awarded share at the start of the performance period. As the fair value of TSR-related
shares can be different from the fair value of EPS- and ROIC-related shares, the number
of conditionally awarded TSR-related shares can deviate from the aggregate number of
conditionally awarded EPS- and ROIC-related shares.
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Performance-driven remuneration scenarios 2024
Proposed remuneration for 2024 retains a high proportion of performance-driven pay for
CEOand CFO.
Maximum +50% share
price appreciation
Maximum
performance
On-target
performance
Minimum
performance
in thousands of euros
Base Salary Pension Social security and other benefits STIP LTIP LTIP: share price appreciation
2,0000 4,000 8,0006,000 12,00010,000
Performance-driven CEO remuneration scenarios 2024
14,000
Performance-driven CFO remuneration scenarios 2024
LTIP LTIP: share price appreciation
Maximum +50% share
price appreciation
Maximum
performance
On-target
performance
Minimum
performance
in thousands of euros
Base Salary Pension Social security and other benefits STIP
1,0000 2,000 3,000 4,000 7,0005,000 6,000
Share ownership and holding requirements
According to our remuneration policy, the CEO is required to own Wolters Kluwer shares valued
at three times base salary, with other Executive Board members required to hold shares valued
at twice base salary. Our current Executive Board members continue to be in compliance
withthis ownership requirement with their personal shareholdings in Wolters Kluwer N.V.
Shares owned by Executive Board members
number of shares, unless
otherwise stated
Actual ownership as
multiple of base
salary (as at December
31, 2023)
*
Actual ownership as
multiple of base
salary (as at December
31, 2022)
*
December 31,
2023
December 31,
2022
N. McKinstry 32.0x 24.9x 372,131 372,131
K.B. Entricken 6.4x 4.9x 40,036 40,036
*
Number of Wolters Kluwer N.V. shares held at December 31 multiplied by the Wolters Kluwer N.V. share price
onthat date, divided by base salary.
In addition to these ownership requirements, according to the remuneration policy,
performance shares (net of any income taxes due on vesting) are subject to a two-year holding
period requirement, as provided in the Dutch Corporate Governance Code. This two-year
holding period applies to the LTIP 2021-2023 and later plans and extends the total required
retention period to five years including the three-year performance and vesting period.
If the Executive Board member is eligible for a company-sponsored deferral program and
chooses to participate by deferring LTIP proceeds upon vesting, the maximum amount that
canbe deferred is 50% of the vested value. The remaining vested value in shares (net of taxes)
is subject to the two-year holding period requirement.
CEO pay ratio
The pay ratio, obtained by dividing the total 2023 remuneration for the CEO by the average of
the total 2023 remuneration of all employees worldwide, was 77 (2022: 78, restated as temporary
staff and contractors are no longer reported within employee benefit expenses). Forthis
purpose, the total CEO remuneration is based on the remuneration costs as stated in the
table Remuneration of the Executive Board – IFRS based, minus tax-related costs. The average
employee remuneration is obtained by dividing the total 2023 employee benefit expenses as
stated in Note 12 – Employee benefit expenses (after subtracting the CEO’s remuneration), by
the reported average number of full-time employees (minus one). As such, both the total CEO
remuneration (minus tax-related costs) and the average total employee benefit expenses of
all employees (minus the CEO’s remuneration) are based on IFRS accounting standards. The
difference between the 2022 and 2023 pay ratios was due to a stable average pay per employee
in 2023, while the CEO’s total remuneration (minus tax-related costs) was lower in 2023.The
decline inCEO total remuneration was mainly due to a lower total variable pay. In prior years,
the pay ratio was reported as 87 (2021); 79 (2020); 81 (2019), and 84 (2018).
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Remuneration report
Remuneration report continued
Other information
The company does not grant any personal loans, guarantees, or the like to Executive Board
orSupervisory Board members.
Supervisory Board remuneration
A revised Supervisory Board remuneration policy was adopted at the 2020 AGM. The
Supervisory Board had reviewed its own remuneration and established the new policy on the
recommendation of the Selection and Remuneration Committee. According to this policy, the
remuneration for the Supervisory Board aims to attract and retain high-caliber individuals
with the relevant skills and experience to guide the development and execution of company
strategy and facilitate sustainable long-term value creation. The same policy, with language
improvement to provide clarity on the selection of comparator group companies, will be
submitted to the 2024 AGM for adoption.
Supervisory Board remuneration is not tied to company performance and therefore includes
fixed remuneration only. In exceptional circumstances, ad-hoc committees may be established,
for which the Chair and members may receive pro-rated remuneration at the level of theAudit
Committee fee, capped at five times the annual fee of the Audit Committee. Resolutions are
always taken by the full Supervisory Board.
The Supervisory Board seeks advice from an independent external remuneration advisor.
Supervisory Board remuneration
in thousands of euros
Member Selection
and Remuneration
Committee
Member Audit
Committee 2023 2022 2021
A.E. Ziegler, Chair, Former Vice-Chair Co-Chair 169 139 102
B.J.F. Bodson 29 85 82
J.P. de Kreij, Vice-Chair Chair 127 120 94
J.A. Horan Co-Chair 94 99 91
S. Vandebroek Yes 105 110 93
C.F.H.H. Vogelzang Yes 100 100 88
H.H. Kersten Yes 96 68 –
Former Supervisory Board members
F.J.G.M. Cremers, Former Chair Former Co-Chair – 45 128
Total 720 766 678
Supervisory Board members’ fees
The table below shows the fee schedule for Supervisory Board members, including
the remuneration for 2024 that will be proposed to the 2024 Annual General Meeting
ofShareholders.
For 2024, it is proposed to increase the member fee by €5,000; all other annual fees
remainunchanged.
The fees are in line with the Supervisory Board remuneration policy which was adopted
in2020by the AGM with 99.11% of votes in favor and the updated remuneration policy
which willbe submitted for adoption at the 2024 Annual General Meeting of Shareholders.
Theupdated policy will be published in the 2024 agenda.
Supervisory Board members’ fees
in euros
Proposed
annualfee 2024 Annual fee 2023 Annual fee 2022
Chair 130,000 130,000 130,000
Vice-Chair 95,000 95,000 95,000
Members 80,000 75,000 75,000
Chair Audit Committee 25,000 25,000 25,000
Members Audit Committee 18,000 18,000 18,000
Chair Selection and
RemunerationCommittee 20,000
*
20,000
*
20,000
*
Members Selection and
RemunerationCommittee 14,000 14,000 14,000
Travel allowance for intercontinental travel 5,000 per meeting 5,000 per meeting 5,000 per meeting
Fixed cost reimbursement 1,500 1,500 1,500
*
Due to the Co-Chair arrangement, each Co-Chair receives €17,000.
Shares owned by Supervisory Board members
At December 31, 2023, Ms. Ziegler held 1,894 American Depositary Receipts (each Depositary
Receipt represents one ordinary Wolters Kluwer share) (2022: 1,894). None of the other
Supervisory Board members held shares in Wolters Kluwer (2022: none).
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Remuneration report
Remuneration report continued
Shareholder voting at Annual General Meeting
The following table sets out the voting results in respect of resolutions relating to remuneration
at the Annual General Meeting of Shareholders held on May 10, 2023.
Shareholder voting outcomes at the 2023 AGM
Resolution
% of votes
for
% of votes
against
votes
withheld
2022 Remuneration report Advisory 93.66% 6.34% 2,448,733
Five-year overview of annual changes in remuneration
(IFRS-based)
The table below provides an overview of Executive Board remuneration, Supervisory Board
remuneration, company performance, andaverage employee remuneration for the past five years.
in thousands of euros, unless otherwise stated 2023 2022
8
2021
*
2020
*
2019
*
Executive Board remuneration
N. McKinstry 8,379 7,901 9,377 7,512 8,089
Change (in %) 6.0 (15.7) 24.8 (7.1) 71.2
K.B. Entricken 3,340 3,741 3,404 4,132 4,589
Change (in %) (10.7) 9.9 (17.6) (10.0) 15.7
Supervisory Board remuneration**
F.J.G.M. Cremers (appointed 2017), Former Chair
1
– 45 128 128 114
A.E. Ziegler (appointed 2017), Chair, Former Vice-
Chair
2
169 139 102 102 95
B.J.F. Bodson (appointed 2019)
3
29 85 82 72 22
J.A. Horan (appointed 2016) 94 99 91 96 100
H.H. Kersten (appointed 2022) 96 68 – – –
J.P. de Kreij (appointed 2020), Vice-Chair
4
127 120 94 92 –
S. Vandebroek (appointed 2020) 105 110 93 61 –
C.F.H.H. Vogelzang (appointed 2019) 100 100 88 88 58
R.D. Hooft Graafland
5
– – – 34 97
F.M. Russo
6
– – – – 97
B.J. Angelici
7
– – – – 20
in thousands of euros, unless otherwise stated 2023 2022
8
2021
*
2020
*
2019
*
B.J. Noteboom
7
– – – – 25
Company performance
Organic growth (in %) 5.8 6.2 5.7 1.7 4.3
Adjusted operating profit margin (in %) 26.4 26.1 25.3 24.4 23.6
Year-end closing share price (€) 128.70 97.76 103.60 69.06 65.02
Share price change (in %) 32 (6) 50 6 26
Total shareholder return (in %) 34 (4) 52 8 28
Average remuneration on a full-time equivalent
basis of employees
Employee benefit expenses per FTE, excluding CEO 107.9 107.7 99.7 98.6 97.6
*
The Executive Board remuneration for the years 2019 to 2021 has been restated to include tax-related costs.
**
Members of the Supervisory Board are independent from the company. Their remuneration is not tied to
WoltersKluwer’s performance and therefore includes fixedremuneration only.
1
Retired after the 2022 AGM.
2
Succeeded Mr. Cremers as Chair after the 2022 AGM.
3
Mr. Bodson’s appointment was effective September 1, 2019. Mr. Bodson retired after the 2023 AGM.
4
Mr. de Kreij succeeded Ms. Ziegler as Vice-Chair after the 2022 AGM.
5
Retired after the 2020 AGM.
6
Retired per year-end 2019.
7
Retired after the 2019 AGM.
8
Employee benefit expenses per FTE, excluding CEO, are restated for 2022 as temporary staff and contractors
areno longer reported within employee benefit expenses.
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Sustainability statements
90 Our approach to sustainability
91 General disclosures
100 Environmental disclosures
113 Social disclosures
125 Governance disclosures
127 Reference table
130 List of data points that derive from other EU legislation
133 Task Force on Climate-related Financial Disclosures
(TCFD)
134 EU Taxonomy
Sustainability
statements
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In these sustainability statements, we describe
our approach and performance regarding material
sustainability impacts, risks, and opportunities.
Our approach to sustainability
In conducting our business, we aim to create sustainable long-term value for all stakeholders,
by using resources thoughtfully and efficiently, respecting our company values, and focusing our
efforts on actions that support our purpose and our strategy, in line with the Dutch Corporate
Governance Code. Through regular engagement with internal and external stakeholders,
weunderstand how we may impact them and how we can create sustainable value.
Aligned with our strategy, Elevate Our Value, we have policies and programs that embed
environmental, social, and governance standards within our operations. We focus on the
areaswhere we have material impacts, risks, and opportunities. We track progress of our
actions through metrics and targets.
We are guided by international guidelines, such as the Organization for Economic Co-operation
and Development (OECD) Guidelines for Multinational Enterprises, the United Nations Guiding
Principles on Business and Human Rights (UNGPs), and the principles of the United Nations
Global Compact (UNGC).
Our sustainability data reporting
The new EU Corporate Sustainability Reporting Directive (CSRD) introduces mandatory
sustainability reporting standards. These sustainability statements follow the structure of the
European Sustainability Reporting Standards (ESRS) in an effort to start aligning our reporting
with the new framework and requirements. Reporting under CSRD and ESRS is mandatory as
of financial year 2024, to be published in 2025. The 2023 sustainability statements do not yet
comply with all aspects of CSRD and ESRS and have not been assured by the external auditor.
In 2023, we conducted an initial double materiality assessment following the requirements of
ESRS. As such, the sustainability statements include information and data on material impacts,
risks, and opportunities.
We are currently enhancing our reporting manuals and design of internal controls for the
collection, processing, review, and validation of sustainability data, which will result in improved
data quality in the future. For some data points, we used third parties to administer surveys or
conduct assessments.
In 2024, we will continue the implementation of the requirements of ESRS based on a gap
assessment. We will focus on all reporting areas, including governance processes and
interaction of the strategy and business model with material impacts, risks, and opportunities.
We will also evaluate policies, actions, and targets for the material impacts, risks, and
opportunities, and improve the reporting of metrics, with particular focus on scope 3.1 supplier
emissions which contribute the largest share of our greenhouse gas (GHG) emissions. Scope 3.1
emissions are largely based on calculations using industry emission factors. We plan to expand
engagement with our suppliers to obtain more specific emission data, starting with our largest
suppliers.
The level of accuracy and completeness of this data is lower than that of our financial
information. Sustainability-related controls are not yet implemented in an integrated Internal
Control Framework, which is an action set for 2024. See Risk management and internal controls
over sustainability reporting (GOV-5) for further details. In addition, some metrics, such as
supplier and customer-related GHG emissions, are subject to a high level of measurement
uncertainty. Judgments and estimates involved are described alongside each table throughout
this chapter.
These sustainability statements have been prepared with reference to the Global Reporting
Initiative (GRI) and the Sustainability Accounting Standards Board (SASB) frameworks.
→ Our 2023 GRI, SASB, and UN Global
Compact disclosures are available at
www.wolterskluwer.com/en/investors/
financials/annual-reports
Our approach to sustainability
Key highlights
• Reporting follows ESRS structure but no compliance to all aspects of CSRD/ESRS yet
• Near-term GHG emission reduction targets validated by SBTi
• Committed to submit 2050 net-zero GHG emission reduction targets for validation
bySBTi by January 2025
• Initial double materiality assessment has been conducted
• Policies, actions, metrics, and targets are disclosed for material sustainability
mattersto the extent currently available
• Full scope 3 GHG emissions are reported
• Scope 1 & 2 GHG emissions reduced with 8%
• Employee engagement and belonging scores are up 1 point and 2 points, respectively
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Our approach to sustainability
In this section, we provide general sustainability
disclosures.
Basis of preparation
General basis for preparation (BP-1)
These sustainability statements have been prepared on a consolidated basis and comprise
Wolters Kluwer N.V. and its subsidiaries. The scope of consolidation is the same as for the
consolidated financial statements.
In our double materiality assessment of impacts, risks, and opportunities, we considered
ourupstream and downstream value chain as follows:
• The upstream value chain included both direct and indirect suppliers; and
• The downstream value chain was limited to our direct customers, unless we identified
amaterial impact, risk, or opportunity beyond our direct customers (e.g., privacy).
If we have policies, actions, and/or targets relating to our upstream and downstream value
chains, these are disclosed in the relevant sections of these sustainability statements.
For certain metrics disclosed in the sustainability statements, upstream and/or downstream
value chain data is included. For example, GHG emissions associated with our suppliers
(scope 3.1, 3.2, and 3.4) and our customers (scope 3.11), and the number of suppliers that have
signed our Supplier Code of Conduct or have an equivalent standard include upstream and/or
downstream data.
These sustainability statements do not yet comply with all aspects of CSRD and ESRS.
Disclosures in relation to specific circumstances (BP-2)
Time horizons
Short, medium, and long-term time horizons are defined in line with ESRS 1 stipulations,
i.e.,one year or less, one to five years, and over five years, respectively.
Value chain estimation, sources of estimation, and outcome uncertainty
Predominantly in the calculation of GHG emissions associated with our suppliers (scope 3.1,
3.2, and 3.4) and our customers (scope 3.11), we used indirect sources such as industry-average
emission factors. These scope 3 metrics are also subject to a high level of measurement
uncertainty. See GHG emissions(E1-6) for further details.
Changes in preparation or presentation of sustainability information and reporting errors in
prior periods
In the calculation of energy consumption and GHG emissions, we improved our methodologies
and corrected a non-material error for past years. The original and restated figures are
presented in the table below:
2022
original
2022
restated
2021
original
2021
restated
2019
original
2019
restated
Energy consumption
Total energy consumption in MWh 47,482 49,746
Greenhouse gas (GHG) emissions
in metric tons of CO₂ equivalent
(mtCO₂e)
Scope 1 direct emissions 3,172 3,457 4,043 4,035
Scope 2 emissions from purchased
energy (market-based) 7,783 8,731 14,602 15,674
Scope 2 emissions from purchased
energy (location-based) 9,849 10,540
Scope 3.1 purchased goods &
services 200,089 216,409
Scope 3.2 capital goods 3,527 3,635
Scope 3.4 upstream transportation &
distribution 11,275 21,213
Scope 3.6 business travel 11,649 12,544 694 848 22,615 25,798
Scope 3.7 employee commuting 5,705 9,809 1,003 1,497 13,953 23,814
The restatements originate from the following:
• Extrapolation methods were improved for the calculation of energy consumption, scope 1
direct emissions, and scope 2 emissions from purchased energy. For office locations in the
U.S., a regional extrapolation was performed instead of a country extrapolation. In addition,
renewable electricity is now extrapolated for offices that use renewable electricity. Finally,
changes to the emission factors were applied. For our two largest offices, emission intensity
figures of the energy providers were used instead of a country emission factor. For other U.S.
offices, regional emission factors from the U.S. Environmental Protection Agency (U.S. EPA)
were used instead of U.S. country factors from the International Energy Agency (IEA);
General disclosures (ESRS 2)
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General disclosures
General disclosures continued
Governance
Role of the Executive Board and Supervisory Board (GOV-1)
For the composition and diversity of the Executive Board and Supervisory Board, see Executive
Board and Supervisory Board on page 61.
For the roles and responsibilities of the Executive Board in exercising oversight of the process
to manage material impacts, risks, and opportunities, see the section Executive Board in
Corporate governance on page 44.
For the roles and responsibilities of the Supervisory Board in exercising oversight of the process
to manage material impacts, risks, and opportunities, see the section Supervisory Board in
Corporate governance on page 45.
Information provided to and sustainability matters addressed by the Executive Board and
Supervisory Board (GOV-2)
For a description of how the Executive Board and Supervisory Board are informed about
sustainability matters, see the section Environmental, social, and governance matters in
Corporate governance on page 48 and the section Sustainability in Report of the Supervisory
Board on page 66.
Integration of sustainability-related performance in incentive schemes (GOV-3)
The Supervisory Board is responsible for the execution of the remuneration policy, based on
the advice of the Selection and Remuneration Committee. For a description of the key elements
of our remuneration policy, the integration of sustainability-related performance therein, and
the proportion of variable remuneration dependent on sustainability-related targets, see the
sections Key elements of our remuneration policy in Remuneration report on page 73 and
Payouts for performance against 2023 STIP targets in Remuneration report on page 80.
• Scope 3.1 purchased goods & services, scope 3.2 capital goods, and scope 3.4 upstream
transportation & distribution emissions all originate from our suppliers. Previously, supplier
emissions were converted from spend into CO
2
e using the supply chain industry emission
factors from U.S. EPA, which had a 2016 emission baseline and were adjusted for inflation for
the period 2016-2019. In 2023, U.S. EPA published a new set of supply chain industry emission
factors with a 2019 emission baseline. We used this new set to recalculate 2019 supplier
emissions;
• In the calculation of scope 3.6 business travel emissions, emissions from flight and car travel
were incorporated, whereas previously only flight travel was included; and
• The extrapolation method of scope 3.7 employee commuting emissions was improved by
applying a country extrapolation instead of an extrapolation at global level. In addition,
a non-material error in the calculation of average commuting distance per employee was
corrected.
Two presentation changes were retrospectively applied in the reporting of energy consumption
and GHG emissions as from 2021:
• Non-renewable energy consumption is split into fossil and nuclear energy consumption; and
• Scope 3.11 emissions are split into direct and indirect use-phase emissions.
See Energy consumption and mix (E1-5) and Gross GHG emissions (E1-6) for further details.
Certain immaterial restatements have been made to own workforce data points, following
alignment to the requirements of ESRS S1.
Incorporation by reference
→ See Reference table onpage 127
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General disclosures
Statement on due diligence (GOV-4)
Core elements of due diligence Paragraphs in the sustainability statements
Embedding due diligence in governance,
strategy, andbusiness model
ESRS 2 GOV-2
ESRS 2 GOV-3
ESRS 2 SBM-3
Engaging with affected stakeholders ESRS 2 GOV-2
ESRS 2 SBM-2
ESRS 2 IRO-1
ESRS 2 MDR-P
ESRS E1
ESRS S1-2
ESRS S2-2
ESRS S4-2
Identifying and assessing negative impacts
on people andthe environment
ESRS 2 IRO-1
ESRS 2 SBM-3
Taking actions to address negative impacts
on people andthe environment
ESRS 2 MDR-A
ESRS E1-1
ESRS E1-3
ESRS S1-4
ESRS S2-4
ESRS S4-4
Tracking the effectiveness of these efforts ESRS 2 MDR-M
ESRS 2 MDR-T
ESRS E1-4
ESRS E1-5
ESRS E1-6
ESRS S1-5
ESRS S1-6
ESRS S1-7
Climate-change company-specific metrics
ESRS S1-9
ESRS S1-12
ESRS S1-13
ESRS S1-15
ESRS S1-16
ESRS S1-17
Other own workforce company-specific metrics
ESRS S2-5
Workers in the value chain company-specific metrics
ESRS S4-5
Business conduct company-specific metrics
General disclosures continued
For a description of ESRS Disclosure Requirements, see Reference table on page 127.
Risk management and internal controls over sustainability reporting (GOV-5)
Except as described below, sustainability is embedded in our overall risk management and
internal control processes and systems. For further information on these processes and
systems, on how findings of risk assessment and internal controls are integrated into relevant
functions and processes, and on the periodic reporting of findings to the Executive Board and
Supervisory Board, see the sections Responsibility for risk management and Risk management
process on page 50 and Internal Control Framework and Internal audit and risk management
functions on page 51 in Risk management.
In 2023, the annual risk assessment and initial double materiality assessment were conducted
independently from each other. As such, the main risks to the company as reported in Risk
management should not be compared to the outcome of the initial double materiality
assessment. We will assess to which extent we can align the double materiality assessment and
risk management processes going forward.
The controls in the Internal Control Framework for financial reporting are being leveraged, to
the extent possible, and new sustainability-related controls are being created for internal and
external sustainability reporting. However, the new sustainability-related controls have not
been fully implemented. We set an action plan for throughout 2024 to start operationalizing the
sustainability-related controls as defined within an integrated Internal Control Framework for
material data points, following the initial double materiality assessment. Once operationalized,
the sustainability-related controls will be tested for effectiveness and results will be reported
on the affected internal control dashboards per usual procedure to functional management,
internal and external auditors, the Executive Board, and the Audit Committee.
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General disclosures
Strategy
Strategy, business model, and value chain (SBM-1)
For a description of the key elements of our strategy that relate to or impact sustainability matters, as well as a description of the key elements of our business model and value chain,
seeStrategy and business model on page 7.
Revenues by significant ESRS sector
We are currently reviewing the ESRS definitions of industry sectors and will report a breakdown of our revenues by significant ESRS sector in our 2024 Annual Report.
Interests and views of stakeholders (SBM-2)
We actively engage in stakeholder dialogues across all our business activities and via the various channels and activities for stakeholder engagement. The form that is chosen for any specific
dialogue depends on the topic and on the stakeholder(s) involved, since not every stakeholder of the company can be regarded as equally relevant to every aspect of our strategy, including
sustainability. We maintain regular contact with a range of stakeholders, including customers, employees, suppliers and partners, shareholders and other investors, financial and ESG analysts,
rating agencies, governmental bodies, the media, civil society organizations, and educational and research institutions.
Below is an overview of our key stakeholders and how we engage with them in accordance with our Stakeholder Engagement Policy, available on www.wolterskluwer.com/en/investors/
governance/policies-and-articles.
Key stakeholder How we engage Purpose and outcome of the engagement
Customers – Year-round dialogue through sales, marketing, and customer service teams; and
– Customer collaboration on product development and answering customer questions
onour sustainability performance and goals.
– Improve customer satisfaction and enhance product and service offerings; and
– Improve our ability to deliver when it matters most: our professional information, software, and
services provide insights and workflow automation to customers to support their critical decision-
making.
Employees – Regular engagement at all levels, including one-on-one, group, and town hall meetings;
– Check-ins and performance meetings;
– Surveys;
– SpeakUp program;
– Global Innovation Awards, Global Sustainability Awards, and other employee awards,
events, and networks; and
– Works council engagement.
– Provide attractive employment and career opportunities;
– Develop skills, talent, and experience;
– Promote diversity, equity, inclusion, and belonging; and
– Cultivate an environment in which employees are engaged and experience a strong sense of belonging.
Suppliers & partners – Regular quality screening, audits, due diligence, and collaboration. – Create mutually beneficial economic value for our suppliers and partners; and
– Ensure an environmentally and socially responsible supply chain. We want to work with suppliers who
share the same values and are committed to improve sustainable practices.
Investors – Year-round dialogue through a global program of investor relations events and
meetings;
– Regular engagement with analysts; and
– Annual General Meeting of Shareholders.
– Promote a good understanding in the investment community of the Wolters Kluwer investment case
and the company’s prospect for generating Total Shareholder Return (TSR) for shareholders through
share price appreciation and dividends; and
– Risk-adjusted financial returns for creditors.
Communities – Various programs in support of our communities around the world. – Availability of our products and services where needed; and
– Community involvement of our employees.
General disclosures continued
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General disclosures
Material impacts, risks, and opportunities and their interaction with strategy and business
model (SBM-3)
The material impacts, risks, and opportunities resulting from our initial double materiality
assessment are listed below.
Topics
Material impact, risk,
or opportunity Value chain Expected time horizon
Rationale – description of impacts and their effect on people or the
environment
Climate change Material negative impact Upstream and suppliers, own
operations, customers
Short, medium, and long term The company has considerable GHGemissions, to a large extent
from our supply chain (approximately 80% of our emissions), which
negatively impact the environment.
Equal pay for equal value Material negative impact Own operations Short and medium term As we are finalizing our approach to determine pay gap, information on
equal pay for equal value is currently not available.
Privacy Material negative impact Own operations, customers,
downstream beyond customers
Short, medium, and long term The data privacy rights of individuals whose personal data is entrusted
with us could be impacted in case of data privacy incidents.
Human and labor rights of
workers in the value chain
Material negative impact Upstream and suppliers Short, medium, and long term Workers of suppliers that are involved in providing products or services
to our businesses may not have equal opportunities, wages, secure
jobs, work-life balance/benefits, and protection of health and safety at
work, which could impact the human and labor rights of these workers.
Access to quality information Material positive impact/
materialopportunity
Downstream beyond customers Short, medium, and long term By providing our customers quality information through our products,
they can make optimal decisions and thereby provide better outcomes
for their clients or patients.
Diversity, Equity, Inclusion, and
Belonging (DEIB)
Material positive impact/
materialopportunity
Own operations Short, medium, and long term Equal treatment and opportunities and other DEIB measures bring
benefits to the well-being of our workforce, while a high-performing,
productive, and engaged workforce benefits the company.
Work-life balance Material positive impact/
materialopportunity
Own operations Short, medium, and long term Well-being measures, as well as benefits such as family-related leave,
bring benefits to our workforce, while a high-performing, productive,
and engaged workforce also benefits the company.
Training and skills development Material positive impact/
materialopportunity
Own operations Short, medium, and long term Training and skills development opportunities bring benefits for the
personal growth and well-being of our own employees, while a high-
performing, productive, and engaged workforce also benefits the
company.
Corporate culture Material positive impact/
materialopportunity
Own operations Short, medium, and long term A strong corporate culture around values and business ethics
hasa positive impact on our workforce, while this also benefits
our reputation and relationships with business partners and
otherstakeholders.
For further details on the interaction between material impacts, risks, and opportunities and
our strategy and business model, see the topical sections of these sustainability statements.
General disclosures continued
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General disclosures continued
Impact, risk, and opportunity management
Description of the process to identify and assess material impacts, risks, and opportunities
(IRO-1)
Methodologies, assumptions, and parameters applied in double materiality assessment
In 2023, we completed an initial double materiality assessment (DMA). The initial DMA
considered both the impact of the company on people and the environment, as well as the
financial risks and opportunities for the company. The outcome of the assessment is the basis
for the disclosures in these sustainability statements.
In the DMA, we considered our upstream and downstream value chain as follows:
• The upstream value chain included both direct and indirect suppliers; and
• The downstream value chain was limited to our direct customers, unless we identified a
material impact, risk, or opportunity beyond our customers in the value chain (e.g., privacy).
The full list of sustainability topics, sub-topics, and sub-sub-topics, as described in ESRS 1
Appendix A, was used as basis for the initial DMA. In addition, we brought sustainability topics
of our previous materiality assessment into the process to the extent that such a topic was
considered a sustainability matter as defined by ESRS. Consequently, the topics listed below,
that were presented as material sustainability topics in prior years, were kept out-of-scope in
the initial DMA. The following topics are discussed in Strategy and business model:
• Customer relationships;
• Product innovation;
• Cybersecurity; and
• Responsible AI.
Furthermore, the topics product impact, community involvement, and employee volunteering
were presented asmaterial sustainability topics in prior years. These topics are kept out-of-
scope in the initial DMA asthese are not sustainability matters as defined by ESRS. These topics
are not addressed inthisannual report.
From the full list of sustainability topics, we identified sustainability topics relevant to the
company, based on an analysis of our business activities, value chain, peer company reports,
and industry reports. We identified and documented actual or potential impacts, risks, and
opportunities (IROs) in connection with these relevant sustainability topics. Thereafter, we
scored the IROs by assessing the scale, scope, remediability, and/or likelihood of impacts.
Inaddition, weassessed the likelihood and potential magnitude of risk and opportunities.
Inthis assessment, we also considered whether an IRO was applicable to the company
asawhole or to only some countries and/or some business activities.
This qualitative scoring assessment was transformed into a quantitative scoring. We
predetermined thresholds to distinguish IROs with a high scoring from IROs with a medium
or low scoring. Subsequently, we clustered IROs with a same impact and similar scoring, for
example climate change impacts occurring in different parts of the value chain. Nine IROs came
out with a high scoring and are therefore considered material. See Material impacts, risks, and
opportunities and their interaction with strategy and business model (SBM-3).
In upcoming years, we will keep evaluating our DMA methodology, by comparing it to
best practices in the market, by assessing new double materiality guidance published by
regulators, and by engaging with external stakeholders. We will continue to collect more useful
information, e.g., from our supply chain, to test the documentation of the IRO descriptions and
the scoring assessment. As a result, the list of material impacts, risks, and opportunities may
change over time.
Double materiality assessment process
For the identification of impacts, risks, and opportunities, we conducted an analysis of our
business operations and business relationships. We considered the geographic locations of
our offices and key suppliers, such as data center suppliers and print facilities. Furthermore,
we performed desk research on sustainability matters within our industry. More extensive
investigations were performed for certain areas, including IT hardware, data centers, and print.
We also conducted desk research on select key suppliers across different sectors. Finally,
we considered other internal sources, including our annual employee survey and SpeakUp
concerns.
For each sustainability topic, input of internal subject matter experts was the basis for the
documentation of the IRO and the scoring assessment. For example, senior staff of the Human
Resources, Privacy, Global Law and Compliance, and Procurement departments were involved
fortheir respective sustainability topics.
Internal subject matter experts, senior staff of other departments (e.g., GBS, Internal Audit,
Treasury, Risk Management, Global Branding & Communications, and Strategy) and our
customer-focused divisions, the Executive Board, and the Supervisory Board were all involved in
validating the list of impacts, risks, and opportunities with a high scoring.
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A list of internal and external stakeholders was compiled as part of the initial DMA. The views
of employees, primarily coming from the annual employee survey, was incorporated in the
initial DMA process. We did not involve all different key external stakeholders to identify or
assess impacts, risks, and opportunities. However, we asked several investors in the company to
provide feedback on the list of impacts, risks, and opportunities with a high scoring. We intend
to extend involvement of external stakeholders in our next DMA.
We were advised by an external consultant throughout the process.
Our Internal Audit department conducted a review on the initial DMA process and did have any
significant reportable findings.
Integration in overall management processes
While we considered the outcome of our latest annual risk assessment for our double
materiality assessment, this initial DMA was conducted outside of our overall risk management
processes. Our existing risk management process does not yet evaluate sustainability impacts
and risks in the manner defined by ESRS. In the future, we intend to assess to which extent
theDMA can be aligned and/or integrated with our risk management processes.
The material sustainability opportunities are all a key part of our existing strategy and
businessmodel.
Disclosure requirements covered by the sustainability statements (IRO-2)
For a list of all disclosure requirements complied with following the outcome of the initial DMA
and for a list of all data points that derive from other EU legislation, seeReference table on
page 127 and List of data points that derive from other EU legislation onpage 130.
We concluded that all disclosure requirement metrics associated with material sustainability
matters are material, unless the metric is connected to an activity that does not apply to
us. Some material metrics were not reported as data was not yet available. In that case, we
indicated when it is expected that the metric will be reported. There are a few company-specific
metrics associated with material sustainability matters. See the topical sections of these
sustainability statements for further details.
General disclosures continued
Material impacts, risks, and opportunities and their interaction with the Sustainable
Development Goals
We are evolving how we direct our efforts around supporting the UN Sustainable
Development Goals (SDGs). Instead of linking certain SDGs to the social and environmental
impacts of our products, as we did in previous annual reports, we are now linking the same
SDGs to our material impacts, risks, and opportunities. This evolving approach aligns our
efforts to support the SDGs with the sustainability goals that derive from our initial double
materiality assessment. In 2024, we will refine this approach and re-evaluate which SDGs
to focus on. We remain committed to supporting those SDGs where we can have the most
impact, ensuring we play a role in creating a more sustainable and responsible future.
Environmental
Climate change
Governance
Corporate culture
Social
Equal pay for equal value
| Diversity, Equity, Inclusion, and
Belonging (DEIB) | Work-life balance
| Training and skills development
| Workers in the value chain
| Privacy | Access to quality information
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The connection between material sustainability matters and disclosed material metrics is as follows:
Topical standard
Material
sustainability matter
Material metrics disclosed
in the sustainability statements
Climate change (E1) Climate change – Energy consumption and production
– GHG emissions and intensity
– Number of data centers closed (company specific)
– Number of on-premise servers decommissioned
(company specific)
– Real estate rationalization (company specific)
Own workforce (S1) Equal pay for equal value – CEO pay-ratio (company specific)
Diversity, equity,
inclusion, and
belonging (DEIB)
– Employees by gender, country, region, and contract term
– U.S. employees by race/ethnicity (company specific)
– Employee turnover
– Employee categories by gender
– Employees by age group
– Employees with disabilities
– Number of work-related or discrimination investigations
in the U.S. and Canada (company specific)
– Belonging score (company specific)
– Employee engagement score (company specific)
Work-life balance – Employees entitled to take family-related leave
– Employees that took family-related leave
– Employee engagement score (company specific)
Training and skills
development
– Employees that participated in performance reviews
– Average number of training hours
– Employee engagement score (company specific)
Own workforce (S1)
and Consumers and
end-users (S4)
Privacy – Employees who completed Annual Compliance Training
(company specific)
Workers in the value
chain (S2)
DEIB, adequate wages,
work-life balance, secure
employment, and health
and safety
– Number of suppliers that signed Supplier Code of
Conduct or equivalent standard (company specific)
Consumers and end-
users (S4)
Access to quality
information
None
Business conduct
(G1)
Corporate culture – Employees who completed Annual Compliance Training
(company specific)
– Number of SpeakUp concerns (company specific)
– Employee engagement score (company specific)
Policies adopted to manage material sustainability matters (MDR-P)
An overview of the policies relating to our material sustainability matters is provided below. For
further details on these policies, see the topical sections of these sustainability statements.
Topical standard Material sustainability matter Policies
Climate change (E1) Climate change Environmental Policy
Own workforce (S1) Equal pay for equal value Code of Business Ethics
Human Rights Policy
Diversity, Equity, Inclusion &
Belonging Policy
Diversity, equity, inclusion, and
belonging (DEIB)
Code of Business Ethics
Human Rights and Modern Slavery
Policy
SpeakUp Policy
Diversity, Equity, Inclusion &
Belonging Policy
Work-life balance Code of Business Ethics
Training and skills development Code of Business Ethics
Own workforce (S1) and
Consumers and end-users (S4)
Privacy Code of Business Ethics
Human Rights Policy
Global Data Privacy Policy
Workers in the value chain (S2) DEIB, adequate wages, work-life
balance, secure employment, and
health and safety
Supplier Code of Conduct
Consumers and end-users (S4) Access to quality information Code of Business Ethics
Business conduct (G1) Corporate culture Code of Business Ethics
Anti-Bribery and Anti-Corruption
Policy
Actions and resources in relation to material sustainability matters (MDR-A)
Actions and resources in relation to material sustainability matters are integrated in the topical
sections of these sustainability statements.
General disclosures continued
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General disclosures continued
Metrics and targets
Metrics in relation to material sustainability matters (MDR-M)
For a list of disclosed material metrics connected to material sustainability matters,
seeDisclosure requirements in ESRS covered by the sustainability statements (IRO-2).
None of the metrics are assured by the external auditor.
For further details on metrics, see the topical sections of these sustainability statements.
Tracking effectiveness of policies and actions through targets (MDR-T)
The connection between material sustainability matters and disclosed targets is shown below:
Topical standard
Material
sustainability matter
Targets disclosed
in the sustainability statements
Climate change (E1) Climate change – Reduce absolute gross GHG scope 1 and 2 emissions
50% by 2030 from a 2019 base year
– Reduce absolute gross GHG scope 3 emissions 30% by
2030 from a 2019 base year
– Number of on-premise servers decommissioned in
2023
– Percentage reduction in our office footprint
Own workforce (S1) Diversity, equity,
inclusion, and
belonging (DEIB)
– Improvements to our employee belonging score
– Have at least 33% male and female representation on
our Supervisory and Executive Boards
– Increase female representation in the executives
career band by 2% by 2028 from a 2022 baseline
– Increase our employee engagement score relative to
the Microsoft Glint top 25th benchmark in 2024
Own workforce (S1)
and Consumers and
end-users (S4)
Privacy – 98% of employees to complete Annual Compliance
Training
Business conduct (G1) Corporate culture – 98% of employees to complete Annual Compliance
Training
The number of on-premise servers decommissioned and improvements to our employee
belonging score are integrated in the 2023 remuneration of the Executive Board. The percentage
reduction in our office footprint and improvements to our employee belonging score will be
integrated in the 2024 remuneration of the Executive Board. See Integration of sustainability-
related performance in incentive schemes (GOV-3).
For further details on targets, see the topical sections of these sustainability statements.
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General disclosures
In this section, we provide
disclosures on our material impacts,
risks, and opportunities relating
toenvironmental matters.
Climate change (ESRS E1)
Integration in incentive schemes (GOV-3)
A target on the number of on-premise servers
decommissioned was included in the non-financial
performance measures for the short-term incentive plan
in 2023. In the 2024 short-term incentive plan, this target is
replaced by a target on the percentage reduction in our office
footprint. For further details, see the sections Key elements
of our remuneration policy in Remuneration report on page
73 and Payouts for performance against 2023 STIP targets in
Remuneration report on page 80.
Transition plan for climate change mitigation (E1-1)
We are committed to minimizing our impact on the
environment, in line with the COP21 Paris Agreement and
theCOP27 Sharm el-Sheikh Implementation Plan on limiting
global warming. We are not excluded from the EU Paris-
aligned Benchmarks.
As a first step in developing our transition plan, we have
assessed our greenhouse gas (GHG) footprint including scope
1, 2, and 3 emissions. Based on that assessment, we have
developed a plan to reduce our GHG emissions in line with
a pathway to limit global warming to 1.5°C. This plan was
approved by our Executive Board and Supervisory Board. In
2023, the Science Based Targets initiative (SBTi) validated our
near-term GHG emission reduction targets. See the section
Targets related to climate change mitigation and adaptation
(E1-4) for more details.
We have identified the following decarbonization levers:
Scope 1 & 2 emissions
Office space Reducing our footprint of offices around
the world through office closures and
consolidations.
Renewable electricity The electricity providers for offices are shifting
to renewable energy sources. Where possible,
we intend to switch contracts to renewable
electricity. For locations where switching to
renewable electricity is not possible we may
purchase Energy Attribute Certificates (EACs).
Energy efficiency A variety of actions will be taken to improve
energy efficiency and reduce scope 1 and
2 emissions, such as improving insulation,
installing energy efficient devices, and
improving employee awareness around how
behavior impacts office energy usage.
Environmental disclosures
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Scope 3 emissions
Supply chain Multiple developments will support the gradual decarbonization of our supply
chain:
– We will engage with suppliers to highlight the importance of
decarbonization and request insights into supplier-specific emissions;
– It is our expectation that suppliers independently set their own GHG
emission reduction targets and decarbonize even without engagement with
Wolters Kluwer;
– Suppliers are expected to invest in energy efficiency improvement
measures;
– Transport vehicles become less carbon-intensive due to more efficient
(engine) design and a shift to renewable energy sources; and
– Renewable electricity will become a bigger part of the grid mix, which will
help reduce supplier-based emissions.
Business travel We have already started reducing business travel by making more use of
virtual meetings. We are investigating ways to partly replace air travel with
other forms of travel (such as train or car travel) without impact of business
effectiveness. We are also reducing the proportion of business class and first-
class flights to reduce the emission intensity of air travel.
Employee commuting We have implemented a flexible work policy allowing employees to work
hybridly, reducing emissions from commuting.
During 2023, we made progress in implementing the transition plan regarding our scope 1
and 2 emissions. In the coming years, we will focus on engaging with our suppliers to further
decarbonize our supply chain and reduce scope 3.1, 3.2, and 3.4 emissions. For more details on
our actions, see the section Actions and resources in relation to climate change policies (E1-3).
We have also committed to the SBTi to reduce GHG emissions to net-zero no later than 2050
and will submit these long-term GHG emission reduction targets for validation by SBTi by
January 2025.
Environmental disclosures continued
Material impacts, risks, and opportunities and their interaction with strategy and business
model (SBM-3)
Impact on global warming was assessed as a negative material impact on the environment
in the short, medium, and long term as part of our initial double materiality assessment. This
impact is caused by using energy that results in:
• Scope 1 and 2 GHG-emissions of office buildings;
• Scope 3 GHG-emissions of our suppliers (scope 3.1, 3.2, and 3.4);
• Scope 3 GHG-emissions from business travel (scope 3.6) and employee commuting (scope 3.7);
and
• Scope 3 GHG-emissions from the use of our products by customers (scope 3.11).
These GHG emissions occur on a global scale, since our employees, suppliers, and customers
are in over 180 countries around the world.
Due to the nature of our business activities, our scope 1 and 2 GHG emissions are relatively low
compared to our overall GHG emission footprint. However, we do consider GHG emissions in
general terms to be very damaging to the environment because they intensify the greenhouse
effect (trapping of heat), which drives climate change.
From our GHG assessment, we concluded that approximately 80% of GHG emissions arise from
our supply chain. Influencing our suppliers’ emission reduction strategies will be challenging.
However, we are already developing plans to start engaging with suppliers about their GHG
emissions in 2024.
Based on an initial assessment, we have identified a range of potential climate-related physical
and transitional risks. It is expected that these risks are unlikely to have a material impact on
the company.
Physical climate change risks, such as extreme weather conditions, temperature rise, sea level
rise, and droughts, may lead to:
• Disruption for employees working online, commuting to work, or travelling for work;
• Damages to own office buildings, warehouses, and servers and shortage of water for
employees and cooling needs, leading to disruption of services; and
• Delivery issues from upstream partners and suppliers. Specifically, this may concern
disruption of services due to overheating of servers and IT systems and damage to supplier
assets such as warehouses and servers.
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Risks associated with the transition to a low-carbon economy may lead to:
• Reputational risk of failure to meet emission reduction targets leading to heightened
stakeholder concerns or negative feedback regarding lack of climate change management
within the company; and/or
• The risk of misalignment with changing customer preferences and needs of professional
software, when not investing sufficiently in development of products that enable climate
change mitigation and adaptation.
Description of the processes to identify and assess material climate-related impacts, risks,
and opportunities (IRO-1)
In addition to the general process of our initial DMA described in the section Description of the
processes to identify and assess material impacts, risks, and opportunities (IRO-1), the process
to identify and assess climate-related impacts, risks, and opportunities includes the following
steps:
1. Assessment of GHG footprint:
• Screening of all scope 3 emission categories based on the GHG Protocol;
• Inventory of scope 1 and 2 emissions and scope 3 emission categories that were considered
material based on the screening;
2. Analysis of our office locations and key upstream assets such as data centers; and
3. Analysis of climate change research and map to the locations identified in step 2.
We started a preliminary qualitative climate scenario analysis to understand potential physical
climate change risks. In 2024, we intend to further develop our scenario analysis. For the
preliminary analysis we selected two different climate-related scenarios – Business As Usual
and 1.5 degrees warming – to assess and explore our risks and opportunities in a range of
potential future states and time horizons. To assess physical risks, we are using Relative
Concentration Pathways scenarios from the Intergovernmental Panel on Climate Change. To
assess transition risks, we are using WorldEnergy Outlook scenarios from the International
Energy Agency.
The Corporate Sustainability team is responsible for identifying and assessing climate-related
risks, which are subsequently reported to the Corporate Risk Committee. This group monitors
material risks and determines mitigating actions with a focus on company-wide, non-business-
specific risks.
Environmental disclosures continued
Policies related to climate change migration and adaptation (E1-2)
We have adopted an Environmental Policy to manage environmental matters, including the
impacts related to climate change. The objective of the policy is to minimize the negative
impact of our operations on the environment and to comply with the applicable local and
international environmental laws. The policy was approved by the Executive Board, applies to
all divisions, business units, and operating companies that are controlled by the company, and
is available on our website.
In accordance with the policy, we observe the three principles on the environment in the
UnitedNations Global Compact:
• To support a precautionary approach to environmental challenges;
• To undertake initiatives to promote greater environmental responsibility; and
• To encourage the development and diffusion of environmentally friendly technologies.
We expect our suppliers to operate in a manner that is protective of the environment via
theSupplier Code of Conduct.
Actions and resources in relation to climate change policies (E1-3)
Climate change mitigation
In line with our transition plan, we have designed several climate change mitigation actions,
asdescribed below.
Real estate rationalization
We aim to create sustainable and appealing workspaces for our employees, balancing the
demand for space, attractive design, and employee engagement with environmental impact
and spend per square meter. Sustainability is integrated into our real estate and facilities
management process, and we aim to implement environmentally friendly practices in our
building selection, office design, and office operations and services. Sustainability certificates
and green office standards are part of our selection criteria for new offices. Our offices in
Madrid and Barcelona (Spain), Chennai (India), Milan (Italy), and Paris (France) are ISO 14001
certified. We also aim to replace existing non-renewable energy contracts with renewable
contracts for those offices where we control the energy contract.
For several years, we have executed a real estate rationalization program, which has delivered
significant reductions in our office footprint through office closures and consolidations. As a
result of increased mobility (including hybrid working) and updated designs, we need less office
space to accommodate our employees. In addition to cost savings, this program helps reduce
our scope 1 and 2 emissions.
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Migration of servers to energy-efficient cloud providers
We have been migrating customers and applications to the cloud, allowing us to decommission
on-premise servers, which are less energy efficient. As our major cloud providers operate
on higher energy efficiency, and have GHG emission reduction targets themselves, this is
an important lever to reduce our emissions. Transitioning to the cloud also benefits our
customers in the form of improved cybersecurity protection and increased mobility, availability,
and standardization. Carbon footprint remains an important criterion in the selection of our
cloudproviders.
Business travel
Our business travel policy encourages employees to make prudent use of resources and to
consider both the financial costs and environmental impacts when choosing to travel. We
encourage our employees to make use of virtual meetings and events, where possible.
Supply chain
We request our suppliers to commit to environmental standards in our Supplier Code of
Conduct. In 2023, we updated our due diligence questionnaire to include new questions on
climate-related matters that help us track performance of suppliers against their GHG emission
reduction targets.
Climate change adaptation
We have also taken action to prepare for possible impacts of climate change on the company.
We have a worldwide risk control and business continuity management program that focuses
on how to prepare for, protect against, respond to, and recover and learn from major incidents.
This program covers incident management, business continuity, operational recovery, and
IT disaster recovery. Our multi-disciplinary Global Incident Management Program supports
our ability to manage crises and incidents of all types, including extreme weather or natural
catastrophes, impacting our people and/or causing damage to our facilities, IT systems,
hardware, and other assets. When managing incidents, we prioritize people, environment,
assets, and reputation (PEAR), in that order. In other words, employee well-being comes first,
followed by environment, asset protection, and lastly, maintaining the company’s brand and
reputation. A well-managed and resilient company, prioritizing the PEAR elements, is more likely
to meet the needs and expectations of its stakeholders, such as customers and investors, and
maintain strong relationships with suppliers.
Targets related to climate change mitigation and adaptation (E1-4)
To support our climate change mitigation and adaptation policies and address the impact
onglobal warming, we have set GHG emission reduction targets, as well as operational targets
to reduce on-premise servers and optimize our real estate portfolio.
GHG emission reduction targets
We have set the following science-based emission reduction targets:
• reduce absolute scope 1 and 2 GHG emissions 50% by 2030 from a 2019 base year; and
• reduce absolute scope 3 GHG emissions 30% by 2030 from a 2019 base year.
These targets have been validated by the Science Based Targets initiative (SBTi). Our scope 1
and 2 target mainly relates to the energy consumption from our offices, and our scope 3 target
relates to purchased goods & services (3.1), capital goods (3.2), upstream transportation &
distribution (3.4), business travel (3.6), and employee commuting (3.7).
Our efforts to reduce scope 1 and 2 emissions include reducing our office footprint organically
andshifting to renewable energy. Over the coming years, we will implement further initiatives
toreduce our scope 1, 2, and 3 emissions and work towards achieving our targets.
The far majority of our GHG emissions derives from our value chain, especially from goods and
services purchased from suppliers. This means that decarbonization of our supply chain will be
key to reach our target, meaning that we will focus on engaging with our suppliers. For a full list
of decarbonization levers, see the section Transition plan for climate change mitigation (E1-1).
Environmental disclosures continued
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The performance against our GHG emission reduction targets can be summarized as follows:
in mtCO
2
e
2019
base year
1
2030
target year
2023
reported
Scope 1 Direct emissions 4,035 2,331
Scope 2
(market-based) Emissions from purchased energy 15,674 8,733
Scope 1 and 2
(market-based) 19,709 9,854 11,064
Scope 3.1 Purchased goods & services 216,409 222,184
Scope 3.2 Capital goods 3,635 2,414
Scope 3.4 Upstream transportation & distribution 21,213 14,862
Scope 3.6 Business travel 25,798 24,621
Scope 3.7 Employee commuting 23,814 8,526
Total scope 3 290,869 203,608 272,607
1
Restated, see Disclosures in relation to specific circumstances (BP-2).
We did not set emission reduction targets per year. When assuming a linear emission reduction
over the 11-year period, our scope 1 and 2 for 2023 emissions are ahead of such a linear plan,
while our scope 3 emissions for 2023 are behind. This is because reducing scope 3.1, 3.2, and 3.4
supplier emissions will require upfront effort and investment to drive change.
Scope 1 and 2 emissions Scope 3 emissions
20,000
18,000
16,000
14,000
12,000
10,000
8,000
6,000
4,000
2,000
0
2019
base year
2023
reported
2030
target year
Amounts in mtCO
2
e
Assuming linear reduction
300,000
270,000
240,000
210,000
180,000
150,000
120,000
90,000
60,000
30,000
0
2019
base year
2023
reported
2030
target year
Amounts in mtCO
2
e
Assuming linear reduction
Other scope 3 categories were not included in the scope 3 target setting, as we concluded that
these categories are individually not material following a screening analysis. We estimated that
these categories would have contributed less than 5% of our total scope 3 emissions. Contrary
to our communication in the 2022 Annual Report, direct-use phase customer emissions (scope
3.11) were kept outside our scope 3 target setting.
The base year is not restated for acquisitions and divestments in the years 2020 to 2023 as the
net impact thereof is considered immaterial.
For further details on methodologies and assumptions applied in the calculations of GHG
emissions, see the sections Energy consumption and mix (E1-5) and Gross GHG emissions (E1-6).
Number of on-premise servers decommissioned in 2023
We set a target to reduce the number of on-premise servers in 2023. This target was included in
the non-financial performance measures for the short-term incentive plan in 2023. The annual
target is based on programs managed by Global Business Services, Digital eXperience Group,
and our customer-facing divisions. Decommissioning of on-premise servers by migrating to
energy-efficient cloud platforms reduces our carbon footprint.
The number of on-premise servers decommissioned in 2023 was 1,542, which was above target.
Percentage reduction in our office footprint
This annual target aims to achieve a reduction in our office footprint and thereby a reduction
in our scope 1 and 2 emissions. The target is based on programs managed by our global real
estate team. The target and outcome are on an underlying basis excluding the impact of
acquisitions and divestitures. This target is included in the non-financial performance measures
for the short-term incentive plan in 2024.
Environmental disclosures continued
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Energy consumption and mix (E1-5)
Methodologies and assumptions
Energy consumption of our own operations relates to owned and leased offices. Energy
consumption was partly confirmed through meter readings, reports from energy providers,
orconfirmations from landlords.
Some offices are shared with other tenants. In case only the energy consumption of the
entire building was available, the energy consumption to our office space was allocated
based on our square meter share.
For energy consumption in 2023, 78% of energy consumption in MWh was confirmed.
Theremainder was estimated or extrapolated by any of the following methods:
• For some large-sized offices, only nine-month data was available. In those cases, data
was complemented with fourth-quarter data of the previous year. This estimation method
only applied to 2023 data following an acceleration of data collection and related to 5%
ofenergy consumption in MWh;
• Medium or smaller-sized offices for which only nine-month or 11-month data was available
were extrapolated to 12 months in a pro rata manner. This extrapolation method only
applied to 2023 data following an acceleration of data collection and related to 5% of
energy consumption in MWh;
• U.S. offices for which no energy data was available were extrapolated using the available
energy data of other U.S. offices in the same region as defined by the U.S. Environmental
Protection Agency (U.S. EPA). If no energy data was available in a U.S. region, the offices
inthat U.S. region were extrapolated using the available energy data of all U.S. offices.
These extrapolations were done based on relative square meters and related to 6%
ofenergy consumption in MWh in 2023; or
• Offices in other countries for which no energy data was available were extrapolated using
the available energy data of other offices in the same country. If no energy data was
available in a country, the offices in that country were extrapolated using the available
energy data of all our offices globally. These extrapolations were done based on relative
square meters and related to 6% of energy consumption in MWh in 2023.
Energy consumption from fossil and nuclear sources were split at a country level based on
2021electricity and heat supply consumption data from the International Energy Agency (IEA).
Energy production primarily relate to solar panels on roofs of some offices and is only
considered in case actual data was available. Energy production is a new metric since 2022.
Environmental disclosures continued
Energy consumption and production
in MWh, unless otherwise stated 2023
% of
total 2022
% of
total 2021
1
% of
total
Energy consumption
Consumption from fossil sources 32,140 74% 35,958 75% 39,044 78%
Consumption from nuclear sources 3,487 8% 3,818 8% 3,750 8%
Renewable energy consumption 7,772 18% 8,104 17% 6,952 14%
Total energy consumption 43,399 47,880 49,746
Renewable energy consumption
Consumption from purchased or
acquired renewable sources 7,755 8,031 6,952
Consumption of self-generated
non-fuel renewable energy 17 73 –
Renewable energy consumption 7,772 8,104 6,952
Energy production
Total energy production 17 73 –
¹ Restated, see Disclosures in relation to specific circumstances (BP-2).
For significant parts of 2021 and the first months of 2022, most of our offices were closed due to
the COVID-19 pandemic.
In 2023, energy consumption decreased due to lower square meters and energy-saving
measures taken at various offices.
Considering that our 2023 scope 1 and 2 emissions are ahead of plan when assuming a linear
emission reduction over the eleven-year period 2019 to 2030, we did not purchase Energy
Attribute Certificates.
We do not have own operations in high climate impact sectors.
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Environmental disclosures
Gross GHG emissions (E1-6)
Summary
Our gross scope 1, 2, and 3 greenhouse gas (GHG) emissions can be summarized as follows:
in mtCO
2
e, unless otherwise stated 2023 % of total 2022
1
% of total 2021
2
% of total
Scope 1 (A) Direct emissions 2,331 1% 2,719 1% 3,457 1%
Scope 2 (market-based) Emissions from purchased energy 8,733 3% 9,294 3% 8,731 3%
Sub-total scope 1 + 2 (market-based) 11,064 12,013 12,188
Scope 3.1 Purchased goods & services 222,184 75% 210,927 76% 218,928 82%
Scope 3.2 Capital goods 2,414 1% 2,646 1% 1,888 1%
Scope 3.4 Upstream transportation & distribution 14,862 5% 14,884 5% 16,091 6%
Scope 3.6 Business travel 24,621 8% 12,544 5% 848 0%
Scope 3.7 Employee commuting 8,526 3% 9,809 4% 1,497 1%
Scope 3.11 Use of sold products 12,966 4% 14,370 5% 16,879 6%
Sub-total scope 3 (B) 285,573 265,180 256,131
Total gross GHG emissions (market-based scope 2) 296,637 100% 277,193 100% 268,319 100%
Scope 2 (location-based) (C) Emissions from purchased energy 11,326 11,792 10,540
Sub-total scope 1 + 2 (location-based) (A+C) 13,657 14,511 13,997
Total gross GHG emissions (location-based scope 2) (A+B+C) 299,230 279,691 270,128
¹ Scope 3.6 and 3.7 were restated, see Disclosures in relation to specific circumstances (BP-2).
² Scope 1, 2, 3.6, and 3.7 were restated, see Disclosures in relation to specific circumstances (BP-2).
Environmental disclosures continued
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Environmental disclosures
None of our scope 1 GHG emissions are from regulated emission trading schemes.
Our scope 1 and 2 emissions fully relate to Wolters Kluwer N.V. and its subsidiaries. Scope 1
and2 emissions from equity-accounted associates are excluded as these were negligible.
The following scope 3 categories were excluded from our emission reporting as a screening
analysis showed that these were individually insignificant and would have in aggregate
contributed less than 5% of our total scope 3 emissions:
• Scope 3.3 fuel and energy-related activities, considering energy consumption purchased
andconsumed in our own operations is limited to the owned and leased offices;
• Scope 3.5 waste generated in operations, considering that waste generated in our own
operations is limited to office waste;
• Scope 3.8 upstream leased assets, considering that the office space that is subleased
tothirdparties is negligible;
• Scope 3.9 downstream transportation and distribution, considering that this is limited to
ourprinting activities and that transportation and distribution paid by us is reported under
scope 3.4;
• Scope 3.12 end-of-life treatment of sold products, considering that this is limited to our
printing activities; and
• Scope 3.15 investments, considering that we have no material investments. Refer also to
Note 20 – Investments in equity-accounted associates and Note 21 – Financial assets of the
consolidated financial statements.
The following scope 3 categories are not applicable to us:
• Scope 3.10 processing of sold products;
• Scope 3.13 downstream leased assets; and
• Scope 3.14 franchises.
GHG emissions intensity
Our GHG emissions intensity is as follows:
2023 2022 2021
Total gross GHG emissions (market-based scope 2) in mtCO
2
e 296,637 277,193 268,319
Total gross GHG emissions (location-based scope 2) in mtCO
2
e 299,230 279,691 270,128
Revenues in millions of euros
1
5,584 5,453 4,771
GHG emission intensity (market-based scope 2) in mtCO
2
e/revenues m€ 53 51 56
GHG emission intensity (location-based scope 2) in mtCO
2
e/revenues m€ 54 51 57
¹ See Consolidated statement of profit or loss.
Environmental disclosures continued
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Environmental disclosures
Gross scope 1 and 2 GHG emissions
Methodologies and assumptions
Scope 1 and 2 emissions relate to our owned and leased offices and are calculated based on
energy consumption. For further details on energy consumption, see Energy consumption
and mix (E1-5).
For scope 1 emissions, U.K. Department for Environment, Food and Rural Affairs (Defra)
conversion factors were used to convert natural gas and heating oil consumption from MWh
into CO
2
e.
For market-based scope 2 emissions, purchased and acquired electricity from fossil and
nuclear sources were converted from MWh into CO
2
e as follows:
• For the two largest and owned offices, both located in the U.S. and jointly representing
approximately 15% of our office square meters, the emission intensity figures of the energy
providers were used;
• For other offices in the U.S., the EGRID Subregion emission factors from U.S. EPA were used;
and
• For offices in other countries, emission factors from IEA were used.
For market-based scope 2 emissions, purchased and acquired steam and heat were
converted from MWh into CO
2
e using Defra conversion factors.
For location-based scope 2 emissions, the abovementioned factors were used to convert
total energy consumption from MWh into CO
2
e.
The most recent data available for the abovementioned factors are from the year 2022.
Scope 1 and 2 emissions
in mtCO
2
e 2023 2022 2021
1
Scope 1 2,331 2,719 3,457
Scope 2 (market-based) 8,733 9,294 8,731
Total scope 1 + 2 (market-based) 11,064 12,013 12,188
Netherlands 474 404 470
Europe (excluding the Netherlands) 1,321 1,902 2,526
U.S. and Canada 7,254 7,674 8,133
Asia Pacific 1,987 2,023 1,034
Rest of World 28 10 25
Total scope 1 + 2 (market-based) 11,064 12,013 12,188
Scope 2 (location-based) 13,657 14,511 13,997
¹ Restated, see Disclosures in relation to specific circumstances (BP-2).
For significant parts of 2021 and the first months of 2022, most of our offices were closed due to
the COVID-19 pandemic.
In 2023, scope 1 and 2 (market-based) emissions decreased due to lower square meters, energy-
saving measures taken at various offices, and a higher percentage of renewable energy.
Environmental disclosures continued
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Environmental disclosures
Gross scope 3.1, 3.2, and 3.4 GHG emissions
Methodologies and assumptions
Scope 3.1, 3.2, and 3.4 emissions (supplier emissions) all originate from our supply chain.
A major part of supplier emissions is calculated based on spend. Under this spend-based
method, suppliers were clustered into industry sectors. U.S. dollar-denominated spend was
converted into CO
2
e using the supply chain industry emission factors from U.S. EPA. In 2023,
U.S. EPA published its latest set of factors, which have a 2019 emission baseline on a 2021 U.S.
dollar spend. Subsequently, the U.S. EPA factors were adjusted for U.S. inflation for the years
thereafter. Spend denominated in euro or other currencies was converted into CO
2
e by the
same methodology, whereby industry emission factors were also adjusted for the change in
the U.S. dollar – local foreign currency rate. If it was unknown in which industry a supplier
operated, the associated spend was converted into CO
2
e by using the weighted-average
industry emission factors of the suppliers that were clustered into an industry sector.
A smaller part of supplier emissions is calculated using the supplier’s most recent publicly
available emission data, e.g., through its annual report, its sustainability statements, or its
CDP reporting. Under this method, GHG emissions were calculated by dividing our spend
by total revenues of the supplier, as reported in the supplier’s consolidated financial
statements, and then multiplied by the total scope 1, scope 2, and upstream scope 3
emissions of the supplier. For some suppliers, we could not conclude if the supplier reported
its emissions in a complete manner and in accordance with acceptable methodologies.
For those suppliers, we applied the spend-based method as described in the previous
paragraph.
The remainder of supplier emissions is calculated using emission data as provided by
suppliers to us. For these suppliers, we confirmed that the emission data covered scope
1, scope 2, and upstream scope 3 emissions in a complete manner with acceptable
methodologies.
In case we act as agent between suppliers and customers, associated supplier emissions
are included in our reporting. This spend predominately originates from governmental
organizations in the U.S. and is associated with the CT Corporation business of the Financial
& Corporate Compliance division.
Scope 3.2 emissions relate to the production of capital goods purchased by us. Scope 3.2
emissions were estimated based on the share of investments in property, plant, and equipment,
as reported in the consolidated financial statements, to the total supplier spend. Using this
methodology, all emissions from purchased capital goods are reported in the year of purchase.
Scope 3.4 emissions originate from upstream transportation and/or distribution of products
purchased and include the spend on any mode of transport and the storage of these
products. We do not transport or distribute these products in vehicles or through facilities
leased and operated by us. The methodologies and assumptions for the calculation of scope
3.4 emissions were similar as those of scope 3.1 emissions.
The vast majority of supplier emissions is based on spend. Spend-based calculations
have a high level of measurement uncertainty. We applied various assumptions in these
calculations, including how suppliers are allocated to industry sectors, the use of U.S. EPA
industry emission factors and the adjustments we applied to those, and the use of supplier’s
publicly available emission data. The estimate that is most sensitive in the measurement is
the use of U.S. EPA industry emission factors.
Scope 3.1, 3.2, and 3.4 emissions
in mtCO
2
e, unless otherwise stated 2023 2022 2021
Scope 3.1 purchased goods & services 222,184 210,927 218,928
Scope 3.2 capital goods 2,414 2,646 1,888
Scope 3.4 upstream transportation & distribution 14,862 14,883 16,091
Total supplier emissions 239,460 228,457 236,907
Spend-based method – U.S. EPA industry factors (% of emissions) 89% 91% 93%
Spend-based method – external supplier emission data (% of emissions) 9% 7% 5%
Supplier-specific method – supplier confirmations (% of emissions) 2% 2% 2%
Spend in € millions 2,324 2,229 1,896
Of which we act as agent between suppliers and customers
in € millions 519 473 391
Supplier emissions increased in 2023 due to on an increase in spend.
Environmental disclosures continued
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Environmental disclosures
Gross scope 3.6 emissions
Methodologies and assumptions
Scope 3.6 emissions originate from business travel by employees, traveling by air or car.
Business travel by other means of transport, e.g., public transport, is not material.
We opted to not report emissions associated with business travelers staying in hotels.
Business air travel is calculated using a distance-based method. Air travel is for the vast
majority based on data confirmed by travel agents, complemented with data obtained
from travel expense records. Air travel data includes the distance per flight segment, i.e.,
the distance of a flight between two cities, and the cabin class per flight. Flight segment
distances were clustered into domestic (below 464 km), short-haul (464 km–3,700 km), and
long-haul flights (above 3,700 km). Cabin classes were clustered into economy class, premium
economy class, business class, and first class. Defra conversion factors were applied to
convert kilometers traveled into CO
2
e emissions.
Business car travel is calculated by applying an average-based method. Car travel is based
on a survey held under approximately 1,500 client-facing employees, predominantly sales
staff. Almost 25% of these employees completed the survey and confirmed their estimated
annual kilometers travelled by car for business purposes and whether they travel with a
fuel car, hybrid car, or electric car. The results of the survey were used to extrapolate for
all client-facing employees, done on a country-by-country basis. Defra conversion factors
were applied to convert kilometers traveled into CO
2
e emissions. Applying a survey as
basis for calculations may result in a high level of measurement uncertainty. However, this
measurement uncertainty is considered not material due to the high response rate and the
relative low share of car business travel emissions compared to total scope 3 emissions.
Scope 3.6 emissions
in mtCO
2
e, unless otherwise stated 2023 2022
1
2021
1
Business travel – air travel 23,368 11,456 694
Business travel – car travel 1,253 1,088 154
Total scope 3.6 emissions 24,621 12,544 848
Average full-time equivalents
2
20,810 20,061 19,083
Emissions per average full-time equivalents 1.2 0.6 0.0
¹ Restated, see Disclosures in relation to specific circumstances (BP-2).
² See Note 12 – Employee benefit expenses of the consolidated financial statements.
The increase in business travel emissions in 2023 is largely explained by COVID-19-related
Environmental disclosures continued
travel restrictions in especially the first months of 2022, combined with an increase in Defra
conversion factors for air travel.
Gross scope 3.7 emissions
Methodologies and assumptions
Scope 3.7 emissions originate from commuting by employees. We opted to not report
emissions associated with employees working remotely. We applied an average-based
method for the calculation of employee commuting emissions.
Employee commuting emissions are based on a survey sent to all employees. Almost 25% of
employees completed the survey. The average commuting distance, the mode of transport,
and commuting frequency were the key questions in the survey. For the mode of transport,
employees indicated whether they travel with a fuel car, hybrid car, electric car, motor bike,
public transport, bike, or foot, or a combination of those. The results of the survey were
used to extrapolate for all employees, done on a country-by-country basis. Defra conversion
factors were applied to convert kilometers traveled into CO
2
e emissions. Applying a survey as
basis for calculations may result in a high level of measurement uncertainty. However, this
measurement uncertainty is considered not material due to the high response rate and the
relative low share of employee commuting emissions compared to total scope 3 emissions.
Scope 3.7 emissions
in mtCO
2
e, unless otherwise stated 2023 2022
1
2021
1
Total scope 3.7 emissions 8,526 9,809 1,497
Average full-time equivalents
2
20,810 20,061 19,083
Emissions per average full-time equivalents 0.4 0.5 0.1
1
Restated, see Disclosures in relation to specific circumstances (BP-2).
2
See Note 12 – Employee benefit expenses of the consolidated financial statements.
The decrease in employee commuting emissions in 2023 is largely due to a higher percentage
ofemployees that are working fully remotely.
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Environmental disclosures
Gross scope 3.11 emissions
Methodologies and assumptions
Scope 3.11 emissions originate from customers using our digital information or software
products. Customers using our cloud-based software generate direct use-phase emissions.
Customers using our on-premise software generate indirect use-phase emissions, which we
report on a voluntary basis.
Almost half of customer emissions originate from the energy consumption of customers’
devices when using our cloud and on-premise software (49% of total customer emissions
in 2023). We estimated this energy consumption for the products that are used most time
intensively, notably the products in our Tax & Accounting and Corporate Performance & ESG
divisions. For most of these products, the average number of users in the year and estimated
average number of login hours per user were determined to calculate the total login time in
hours. For some products, total login time in hours was based on the total number of login
moments and the average time per login moment. Total login time in hours was extrapolated
for products not in scope of the data collection based on digital revenues at business unit
level. In 2023, approximately 10% of emissions were extrapolated. Total login time in hours
was converted into CO
2
e emissions by:
• Estimating the relative share of our software to the average CPU usage of a device, based
on external source information. We applied this estimate to all our products;
• Estimating the average watt per hour of a customer’s device based on external source
information, whereby we assumed that our customers on average use a standard business
laptop; and
• Using IEA emission factors to convert MWh into CO
2
e emissions, whereby we assumed that
approximately 60% of our customers are based in North America, 30% in Europe, and 10%
in Asia Pacific following the revenues generated by region as reported in the consolidated
financial statements.
The remainder of customer emissions originate from the energy consumption of servers
at the customer’s own premises for hosting our on-premise software (51% of total
customeremissions in 2023). To calculate this energy consumption, the following estimates
were applied:
• For on-premise software products, the average number of customers in the year was
determined. In case this data was not available, we extrapolated based on digital
on-premise revenues at business unit level. Approximately 20% of emissions were
extrapolated;
Environmental disclosures continued
• We estimated the number of servers at a customer’s own premise based on the type of
on-premise customers we have (i.e., large companies or institutions versus small and
medium-sized firms);
• We estimated the average utilization of a server based on expertise of our Global Business
Services;
• We estimated the average energy usage of a server based on external source information;
and
• IEA emission factors were used to convert MWh into CO
2
e emissions, whereby we assumed
that approximately 60% of our customers are based in North America, 30% in Europe,
and 10% in Asia Pacific following the revenues generated by region as reported in the
consolidated financial statements.
As indicated above, there are numerous estimates applied in the calculation of customer
emissions. As such, we observe a high level of measurement uncertainty. The estimates that
are most sensitive in the measurement are the average number of login hours per user
andthe relative share of our software to the average CPU usage of a device.
Scope 3.11 emissions
in mtCO
2
e, unless otherwise stated 2023 2022 2021
Direct use-phase emissions – energy consumption of customers’ devices
when using our cloud-based software 3,872 3,108 2,735
Indirect use-phase emissions – energy consumption of customers’
devices when using our on-premise software 2,487 2,486 2,635
Indirect use-phase emissions – energy consumption of servers at
customers’ own premises for hosting our on-premise software 6,607 8,776 11,509
Total scope 3.11 emissions 12,966 14,370 16,879
Customer emissions decreased in 2023, primarily due to a decrease in customers that host
ouron-premise software at their own premises. Direct use-phase emissions increased in 2023
due to an increase in the number of users of our cloud software.
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Environmental disclosures
GHG removals and GHG mitigation projects financed through carbon credits (E1-7)
We did not engage in GHG removal or storage projects, nor did we initiate GHG mitigation
projects financed through carbon credits.
Climate change company-specific metrics
Migration of servers to energy-efficient cloud providers
Over the past decade, we have been migrating customer applications and internal systems
from on-premise servers to the cloud. A target for the decommissining of on-premise servers
was included in Executive Board and senior management remuneration in 2021, 2022, and 2023.
SeeTargets related to climate change (E1-4).
2023 2022 2021
Number of data centers closed 12 14 21
Number of on-premise servers decommissioned 1,542 1,032 2,838
Real estate rationalization
For several years, we have been executing a real estate rationalization program, which has
already delivered significant reductions in our office footprint through office closures and
consolidations. This program achieved a 5% organic reduction in square meters in 2023.
2023 2022 2021
Real estate rationalization, % organic reduction in m
2
1
5% 5% 7%
¹ The organic reduction in m² excludes the effect of acquisitions and divestments.
Environmental disclosures continued
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Environmental disclosures
In this section, we provide
disclosures on our material impacts,
risks, and opportunities relating to
social matters.
Own workforce (ESRS S1)
Material impacts, risks, and opportunities and their
interaction with strategy and business model (SBM-3)
Our workforce is instrumental to our business model.
Attracting, developing, and retaining a diverse and highly
skilled workforce is essential to delivering our strategy. A
diverse and motivated workforce drives innovation, better
decisions, and strong performance, which creates value for all
our stakeholders. An inclusive culture ensures all employees
are heard and respected for their contributions and helps
maintain a rewarding work environment that encourages
individual and business success. By providing our workforce
with a diverse and inclusive work environment, training and
skills development opportunities, and benefits, we positively
impact the personal and professional lives of our workforce.
Our workforce is comprised of employees and non-employees.
Non-employees are individual contractors and people
provided by suppliers primarily engaged in employment
activities. All individuals in our workforce could be affected
by the material impacts and opportunities described in this
section, unless otherwise indicated. Certain policies, actions,
metrics, and targets only apply to employees. When we refer
to both employees and non-employees, we use the term
“workforce”.
Policies related to own workforce (S1-1)
For a complete overview of the policies related to our own
workforce, see Policies adopted to manage material
sustainability matters (MDR-P).
Our Code of Business Ethics (Code) sets forth the ethical
standards that are the basis for our decisions and actions, and for
achieving our business goals. The Code covers various policies,
some of which are further detailed in standalone policies,
processes, and/or programs. The Code covers policies on our
material impacts related to our workforce. The Code is approved
and adopted by the Executive Board and is reviewed annually.
The policy on equal opportunity in the Code provides that
we foster an inclusive company culture and do not make
employment decisions based on various discriminatory
factors, including among others race, color, religion, sex, age,
national origin, sexual orientation, gender identity, ethnicity,
disability, and handicap. This includes equal treatment in
recruitment, hiring, training, compensation, promotion,
performance assessment, and disciplinary action. This policy is
further detailed in our Diversity, Equity, Inclusion & Belonging
(DEIB) Policy and Human Rights Policy. These policies
relate to the material impacts of equal pay for equal value,
diversity, equity, inclusion, and belonging, training and skills
development, and well-being.
Our Code also includes our commitment to data privacy.
In addition, we maintain data privacy policies that apply
specifically to the personal data of our workforce. These
policies disclose how personal information is used and shared
and are based upon applicable data privacy principles and
regulations. We collect personal data from our workforce
only for specified purposes, which are documented. When
third parties, such as vendors, have access to personal
information of our workforce, we include relevant standards
and requirements for the processing of this data. Our Code
also includes a policy on the use of company technology and
systems in a responsible and secure manner, which is further
detailed in our Acceptable Use Policy.
These policies are made available to our workforce in various
languages through a dedicated intranet page. The Code
of Business Ethics, DEIB Policy, and Human Rights Policy
are available on www.wolterskluwer.com/en/investors/
governance/policies-and-articles. Our workforce is made
aware of these policies through various training and
communication initiatives.
Social disclosures
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Social disclosures
We support human rights as outlined in the Universal Declaration of Human Rights, the core
standards of the International Labor Organization, the United Nations Guiding Principles on
Business and Human Rights, and the OECD Guidelines for Multinational Enterprises. We strive
to ensure that our own activities do not infringe human rights. We are a signatory of the United
Nations Global Compact and the United Nations Women Empowerment Principles and we are
committed to aligning with these respective principles. Our human rights policy commitments
are included in our Code of Business Ethics and Human Rights Policy. Our Human Rights Policy
addresses our commitment to taking steps preventing modern slavery or human trafficking in
our supply chain or in any part of our business.
Processes for engaging with own workforce and workers’ representatives about impacts (S1-2)
As part of the normal course of business, we encourage regular engagement with our workforce
at all levels, including one-on-one meetings between managers and employees and team
meetings. We also host regular town hall meetings throughout the year. In addition, we have
formal processes for performance management and career development that encourage
ongoing manager and employee check-ins.
We gather feedback from our employees formally through our employee listening surveys,
tickets submitted to our HR Service Delivery group, and through the SpeakUp program. We also
have regular interactions with our local and European work councils. We provide mechanisms
to our workforce to direct any questions, comments, or requests regarding their personal
information and our privacy practices. Generally, the employee privacy policies are provided to
and acknowledged by our employees upon hire and notification is provided to employees when
any material changes are made to these policies.
Processes to remediate negative impacts and channels for own workforce to raise concerns
(S1-3)
We maintain a culture of open communication and a safe environment where everyone should
feel confident to raise any concerns. We have a zero-tolerance policy for retaliation. We offer
several channels for reporting any issues about ethical situations or behavior, including
direct managers, Human Resources, the Global Law and Compliance Department, or senior
management. In addition, our global SpeakUp system — operated through an external
provider — offers our workforce a confidential channel, available 24/7 for reporting concerns
intheir own language, with the option to report anonymously where permitted by law.
For data privacy, we have a channel to report data privacy incidents. Potential data privacy
incidents and risks are managed in accordance with our Data Privacy Incident Management
Plan, which describes how we prepare for and respond to incidents. We regularly review and
update our incident management guidance and training.
Social disclosures continued
Taking action on material impacts on own workforce, and approaches to managing material
risks and pursuing material opportunities related to own workforce, and effectiveness of
actions (S1-4)
Equal pay for equal value
We have implemented a global career framework which provides principles and a basis
for defining work for all jobs and implemented base pay salary structures where possible.
Additionally, we comply with gender pay reporting where required by local laws and regulations.
We also complete an annual, systematic base pay study (including, but not limited to, gender)
for our employees in the U.S., to identify and remediate deviations in gender pay. We are
developing a plan to expand this work in accordance with all applicable laws and regulations.
Diversity, Equity, Inclusion, and Belonging (DEIB)
Our actions to further advance DEIB focus on:
• Hiring, promoting, and retaining a highly engaged and talented workforce that represents the
diversity of the communities where we live and work; and
• Cultivating a culture of inclusion and belonging that values authenticity and fairness, and
respects diversity in all its forms.
We measure the impact of our DEIB efforts through a range of metrics in compliance with local
laws and regulations. Globally, we assess our performance with an employee belonging score
derived from our annual all-employee survey. Belonging is defined as the extent to which
employees believe they can bring their authentic selves to work and be accepted for who
theyare.
To formalize our DEIB efforts, we established a Global Diversity, Equity, Inclusion & Belonging
Policy in 2023. For more information, see section Policies related to own workforce (S1-1).
In accordance with Dutch law, we have developed an action plan to achieve our target to
increase the female representation in our executive career band. We do this through continuing
our equitable and inclusive practices focused on improving female representation in hiring,
promotions, and talent retention, as described below.
We have implemented inclusive job posting software which has enabled us to create market
leading job advertisements and attract more diverse talent by focusing on critical skills and
using inclusive language. We believe this will have a positive impact on slate diversity in
futureyears.
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We also track aggregate candidate diversity slate for all U.S.-based roles, setting specific slate
goals to advance gender, race, and ethnic diversity. We aspire to year-over-year improvement
and are committed to executing on actions to maintain our positions of strength while
improving where we have opportunity.
To encourage a culture of inclusion and belonging, all employees were invited to our inclusive
leadership learning journey in 2023. This program is designed to drive behavior change within
everyday team interactions and support our culture of inclusion and belonging. The first part
of the program focused on key inclusive behaviors, the second on reducing bias in decision-
making, and the final part encouraged allyship to reduce inequities within the workplace.
A behavior change survey to managers and employees showed that managers were applying the
behaviors in everyday interactions and reported feeling more effective in their role.
In 2023, we also launched three global inclusion networks — Women, Pride, and Multicultural.
Allour employees can join these networks that help reinforce a culture of inclusion and
belonging that values authenticity and fairness and respects diversity in all forms. During the
year, these networks hosted internal and external speaker events, roundtable discussions,
andpeer-to-peer networking; raised awareness of inclusive benefit offerings; and participated
in community events for their 3,300 collective members.
As we look to 2024, we intend to reinforce the work done to date with continued focus on
diversity sourcing and embedding inclusive and equitable behaviors within our core talent
andbusiness processes.
Work-life balance
Our actions around work-life balance relate to benefits, flexible work, and well-being.
Our Together we Thrive program supports the well-being of our workforce by offering resources
and content to help employees be their best — emotionally, physically, socially, and financially.
Key actions include:
• Robust benefits packages that include competitive options reflecting the market practices
inthe various geographies in which we have employees;
• Family planning benefits in various markets including programs such as gender inclusive
parental leave policies, adoption assistance, insurance coverage for fertility services, and
support for childcare services;
• Flexible work arrangements, including flexible work hours and the option to work outside the
office, to help employees balance their professional and personal commitments;
• An Employee Assistance Program and resiliency tools that provide mental health and
othersupport;
• Digital financial well-being resources to help our employees plan for a financially secure
future based on their specific needs and goals; and
• Paid time-off benefits to ensure employees have the time to care for themselves and those
close to them.
We continue to assess and evolve our well-being offering and key benefits based on best
market practices and workforce preferences.
Training and skills development
We deliver innovative talent solutions that enable performance, growth, and skills development
for all employees. All talent processes, tools, resources, offerings, and programming are
designed to support developing skills and careers.
In 2023, we focused on several key enhancements to our talent program portfolio to support
employees in skills development and career growth. Key actions include:
• Enhancement of our succession planning process, which has resulted in an improvement
inthe readiness and availability of our talent to fill internal job openings;
• Enabling more businesses to leverage the learning platform to meet their training needs
andcontinuing to deploy mandatory and optional training to a global audience;
• Running a global employee development campaign #Grow, which is designed to incorporate
growth and development into daily work life and increase engagement in learning;
• Pilot for a global mentoring program which will continue to grow in 2024; and
• Providing resources for managers, including additional curricula that support managers
tocoach and develop their teams and reinforce an inclusive work environment.
Looking ahead, we will advance the work to focus on skills development and build programs
toensure we maintain the current and emerging skills required for our workforce.
Privacy
We provide ongoing training and awareness programs to our workforce to reflect data privacy
and cybersecurity developments. We incorporate key themes into our data privacy and
cybersecurity courses that employees are required to take every year. In 2023, we developed
anew Privacy Awareness training course that was rolled out to our employees and a large
proportion of our non-employees.
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Targets related to managing material negative impacts, advancing positive impacts, and
managing material risks and opportunities (S1-5)
To advance the positive impact of DEIB on our employees, we have set the following targets:
• Improvements to our employee belonging score;
• Have at least 33% male and female representation in our Supervisory and Executive Boards;
• Increase female representation in the executives career band by 2% by 2028 from a 2022
baseline;
• Increase our employee engagement score relative to the Microsoft Glint top 25th benchmark
in 2024; and
• 98% of employees to complete Annual Compliance Training. See Business conduct company-
specific metrics on page 126.
The target ‘improvements to our employee belonging score’ is included in the non-financial
performance measures for the 2023 and 2024 short-term incentive plans. For further details,
seethe sections Key elements of our remuneration policy in Remuneration report on page 73
and Payouts for performance against 2023 STIP targets in Remuneration report on page 80.
Characteristics of our employees (S1-6)
Methodologies and assumptions
Unless otherwise stated, all numbers are reported in headcount at December 31. Headcount
data is based on our global human resource platform. The split by country and region is
based on the legal entity the employee is employed by. A negligible number of employees
work in a different country than the country where the legal entity is based.
Headcount by gender is based on the gender indicated by employees in our global human
resource platform. Currently, employees are not yet able to specify a gender other than
male or female in our global human resource platform. Hence, no employees are reported
as ‘other gender’. Employees that did not select a gender or did not want to disclose their
gender are reported under ‘not disclosed’.
Headcount by contract term is based on our global human resource platform. We are not yet
able to report permanent and temporary employees separately and have initiated a project
to ensure reporting this split in the 2024 Annual Report. Asheadcount by contract term is a
new metric for us, no2022 and 2021 comparatives are reported.
Divested operations are excluded from the employee turnover calculation. Employee
turnover is split into voluntary turnover and non-voluntary turnover. Voluntary turnover
includes employees who initiated the contract termination or employees that retired.
Non-voluntary turnover includes employees who were dismissed or passed away. The
denominator of the employee turnover calculation is based on a 12-month average
headcount.
Race/ethnicity of U.S. employees, which is a company-specific metric, is based on what
employees indicated in our global human resource platform. Races/ethnicities mirror those
used for required federal reporting in the U.S. Other races/ethnicities include employees who
identified as being of two or more races, Native American, Alaska Native, Native Hawaiian, or
Other Pacific Islander. Employees who did not know their race/ethnicity or did not select a
race/ethnicity are reported under ‘unknown or not disclosed’.
We did not apply estimates in the reporting of the characteristics of our employees.
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Headcount by gender
2023
% of
total 2022
% of
total 2021
% of
total
Female 9,812 46% 9,470 46% 9,187 46%
Male 11,438 53% 10,898 53% 10,490 53%
Not disclosed 188 1% 143 1% 123 1%
Total headcount at December 31
1
21,438 20,511 19,800
¹ See Note 12 – Employee benefit expenses of the consolidated financial statements.
Headcount by country and region
2023
% of
total 2022
% of
total 2021
% of
total
U.S. 8,707 40% 8,478 41% 8,037 41%
India 3,358 16% 2,810 14% 2,203 11%
Other countries 9,373 44% 9,223 45% 9,560 48%
Total headcount at December 31 21,438 20,511 19,800
The Netherlands 1,176 5% 1,150 6% 1,119 6%
Europe (excluding the Netherlands) 6,824 32% 6,740 33% 7,145 36%
U.S. and Canada 9,067 43% 8,821 43% 8,369 42%
Asia Pacific 4,295 20% 3,729 18% 3,097 16%
Rest of the world 76 0% 71 0% 70 0%
Total headcount at December 31 21,438 20,511 19,800
The U.S. and India are the only two countries representing at least 10% of our total number
ofemployees.
Headcount by contract term
Female Male
Not
disclosed Total 2023
Permanent and temporary employees 8,558 10,759 182 19,499
Non-guaranteed hours employees 1,254 679 6 1,939
Total headcount at December 31, 2023 9,812 11,438 188 21,438
Non-guaranteed hours employees are almost all employed in the U.S. and predominately work
in customer service, fulfillment, and inside sales job functions. These employees are entitled to
a certain number of paid sick and vacation days. On average, these employees worked 36 hours
per week in 2023, assuming 48 working weeks.
Employee turnover
2023 2022 2021
Employees who left the company in the year
(excludingdivestedoperations) 2,071 3,053 2,943
% of total employee turnover 9.8% 15.3% 15.4%
Of which:
% of voluntary employee turnover 7.3% 12.8% 12.1%
% of non-voluntary employee turnover 2.5% 2.5% 3.3%
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Race/ethnicity of U.S. employees
2023
% of
total 2022
% of
total 2021
% of
total
Asian 1,114 13% 1,031 12% 979 12%
Black or African American 628 7% 639 8% 547 7%
Hispanic or Latino 551 6% 525 6% 475 6%
White 5,852 68% 5,798 68% 5,595 69%
Other races/ethnicities 188 2% 165 2% 133 2%
Unknown or not disclosed 374 4% 320 4% 308 4%
Total U.S. headcount at December 31 8,707 8,478 8,037
Characteristics of non-employees in our own workforce (S1-7)
Non-employees are individual contractors and people provided by suppliers primarily engaged
in employment activities.
At present, we do not have a system in place to collect and monitor the characteristics of
non-employees in our own workforce. The implementation of such a system will commence in
the course of 2024. We have the ambition to give further insight in the characteristics of non-
employees in 2024 Annual Report. However, we may make use of the phase-in option for the
reporting of this disclosure and start reporting the global number of non-employees in the 2025
Annual Report.
Diversity metrics (S1-9)
Methodologies and assumptions
Unless otherwise stated, all numbers are reported in headcount at December 31. The split
of headcount by employee category and gender and the split of headcount by age group is
based on our global human resource platform.
Executives include employees that are in the executives career band, meaning that they have
a job category role with executive managerial responsibilities. In this context, executives
exclude the Executive Board. Managers are defined as employees having one or more direct
reports, excluding the Executive Board and the executives.
Headcount by employee category and gender
2023 2022 2021
Supervisory Board by gender¹
Female 4 4 3
Male 2 3 4
Executive Board by gender
Female 1 1 1
Male 1 1 1
Executives by gender
Female 95 91 88
Male 206 200 188
Not disclosed – – –
Gender ratio, % female
Supervisory Board¹ 67% 57% 43%
Total headcount 46% 46% 46%
Of which:
Executive Board 50% 50% 50%
Executives 32% 31% 32%
Managers 41% 39% 39%
Other employees 47% 47% 48%
¹ Supervisor Board members are not employees of the company.
Headcount by age group
2023 % of total 2022 % of total 2021 % of total
Under 30 years old 3,071 14% 2,987 15% 2,520 13%
30-50 years old 12,754 60% 12,223 59% 12,058 61%
Over 50 years old 5,613 26% 5,301 26% 5,222 26%
Total headcount at December 31 21,438 20,511 19,800
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Persons with disabilities (S1-12)
Methodologies and assumptions
The disability percentage is derived from U.S. employees that indicated in the global human
resource platform that they have a disability. We may make use of the phase-in option for
this metric, hence start reporting the disability percentage for all employees in the 2025
Annual Report.
Persons with disabilities in the U.S.
2023 2022 2021
% of U.S. employees with disabilities 2% 2% 2%
Training and skills development metrics (S1-13)
Methodologies and assumptions
All employees participate in a global performance management process. The performance
review is annual and includes all active employees excluding only those who were hired
in Q4, employees on long-term leave, employees for which the contract termination was
communicated prior to December 31, and interns. While they are not included in the review
process, these employees are included in the denominator of the calculation.
Training activity and time spent are captured in the learning platform, which is an integrated
module in the global human resources information system. The metric includes all internal
training content available in the learning platform. Mandatory compliance training such as
the Annual Compliance Training is excluded from the metric. At this time, external training
events, self-study, or other types of training events are not captured. We expect to expand
capabilities to capture more training activity in the 2024 Annual Report. We will make use of
the phase-in option for this metric, hence start reporting full training hours, including those
occurring outside of the learning platform, in the 2025 Annual Report.
The training metrics are calculated based on the headcount at December 31.
Executives include employees that are in the executives career band, meaning that they have
a job category role with executive managerial responsibilities. In this context, executives
exclude the Executive Board. Managers are defined as employees having one or more direct
reports, excluding the Executive Board and the executives.
Performance review
2023 2022
1
2021
1
% of employees participated in performance
and career development reviews 97% – –
Participation percentage by gender
Female 97% – –
Male 96% – –
Not disclosed 86% – –
Participation percentage by employee category
Executives 99% – –
Managers 99% – –
Other employees 96% – –
¹ In the 2022 Annual Report, we applied a different methodology to calculate this metric. Hence,
nocomparatives are reported.
Training
2023 2022
1
2021
1
% of employees that followed internal training content available in the
learning platform 97% – –
Average number of training hours per employee 5 – –
Training hours by gender
Female 5 – –
Male 5 – –
Not disclosed 3 – –
Training hours by employee category
Executives 3 – –
Managers 6 – –
Other employees 5 – –
¹ In the 2022 Annual Report, we applied a different methodology to calculate this metric. Hence,
nocomparatives are reported.
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Work-life balance metrics (S1-15)
Methodologies and assumptions
We report on family-related leave according to the definitions of ESRS, i.e., it includes
maternity leave, paternity leave, parental leave, and carers’ leave from work.
The percentage of employees entitled to take family-related leave is derived from our family-
related leave programs in the U.S.
The percentage of employees that took family-related leave in the year, including the split
by gender, is derived from a report from a third-party leave administrator in the U.S. These
employees register their leave in a platform of this third party.
We have the ambition to expand the reporting of this metric to other countries in which we
operate in the 2024 Annual Report.
Family-related leave in the U.S.
2023 2022 2021
% of U.S. employees entitled to take family-related leave at December 31 100% 100% 100%
% of U.S. employees that took family-related leave in the year¹ 6% – –
Family-related leave taken by gender
Female 6% – –
Male 5% – –
Not disclosed 0% – –
¹ In the 2022 Annual Report, we applied a different definition of family-related leave in the calculation of this
metric. Hence, no comparatives are reported.
Remuneration metrics (S1-16)
Pay gap
We are finalizing our technical and analytical approach to determine gender pay gap following
the stipulations of ESRS Disclosure Requirement S1-16 and have initiated a project to ensure
publishing of gender pay gap in the 2024 Annual Report.
Annual total remuneration ratio
The annual total remuneration ratio will be published in the 2024 Annual Report.
Similar as in past years, we disclosed the CEO pay ratio, following the Principles and Best
Practices of the Dutch Corporate Governance Code.
Methodologies and assumptions
The CEO pay ratio is calculated as the compensation of the highest-paid individual divided
by the average employee remuneration. The compensation of the highest-paid individual,
being the CEO, is based on the remuneration costs as stated in the table Remuneration of
the Executive Board – IFRS based in the Remuneration report, minus the tax-related costs.
See page 78.
The average employee remuneration is obtained by dividing the total employee benefit
expenses as stated in Note 12 – Employee benefit expenses (after subtracting the CEO’s
remuneration) by the reported average number of full-time employees (minus one).
CEO pay ratio
2023 2022¹ 2021
CEO pay ratio 77 78 87
¹ Restated as temporary staff and contractors are no longer reported within employee benefit expenses.
SeeNote 12 – Employee benefit expenses of the consolidated financial statements.
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Incidents, complaints, and severe human rights impacts (S1-17)
General
We are currently not able to report all metrics as stipulated by ESRS Disclosure Requirement
S1-17. Our SpeakUp program offers various channels to raise concerns. However, incidents of
discrimination and complaints could be filed through other channels than SpeakUp for which
we do not yet have a global platform in place. We have initiated a project to ensure reporting
ofthese metrics in the 2024 Annual Report.
In our largest region, U.S. and Canada, we have insight in the number of incidents of
discrimination and complaints. As a company-specific metric, we report the number of
investigations opened in the U.S. and Canada in the year.
For the number of concerns registered through the SpeakUp system, see Business conduct
company-specific metrics on page 126. However, the scope of SpeakUp is broader and includes,
for example, concerns about ethical situations and behavior.
We did not identify any severe human rights incidents in 2023, 2022, and 2021.
Methodologies and assumptions
In the U.S. and Canada, we have an employee relations case management platform in
place. All incidents affecting our employees, including those related to discrimination and
harassment, are tracked in this platform. In case such an incident was raised through our
SpeakUp system, the incident was also added to the employee relations case management
platform and included in this metric.
Number of work-related or discrimination investigations opened in the U.S. and Canada
2023 2022
1
2021
1
Number of investigations opened in the U.S. and Canada 44 – –
¹ This is a new metric. Hence, no comparatives are reported.
Other own workforce company-specific metrics
Methodologies and assumptions
Belonging measures the extent to which employees believe they can bring their authentic
selves to work and be accepted for who they are. The score on a scale of 0 to 100 is based on
a survey by a third-party market-leading survey partner (2023, 2022, and 2021: Microsoft Glint).
We conduct annual global surveys by a third-party market-leading survey partner to measure
employee engagement (2023, 2022, and 2021: Microsoft Glint).
Belonging score and employee engagement score
2023 2022 2021
Belonging score 75 73 72
Employee engagement score 78 77 76
Employee engagement relative to global top 25th benchmark Microsoft
Glint
3 points
below – –
In 2023, we started comparing our employee engagement score relative to the global top 25th
benchmark of Microsoft Glint. Comparative figures for prior years are not available. Microsoft
Glint top 25th benchmark uses all Glint customers and take the top 25th percentile of scores for
each question or index. Our target is to increase our employee engagement score relative to the
Microsoft Glint top 25th benchmark in 2024.
Annual Compliance Training
For the percentage of employees that completed the Annual Compliance Training, which
includes cybersecurity, data privacy, and business ethics courses, see Business conduct
company-specific metrics on page 126.
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Workers in the value chain (ESRS S2)
Material impacts, risks, and opportunities and their interaction with strategy and business
model (SBM-3)
Our operations depend on upstream suppliers and their workers in the provision of
cloud services, outsourced and offshored data center services, software development and
maintenance services, back-office transaction-processing services, content services, and other
services. While we have not yet obtained full insights in the human rights and labor conditions
of supply chain workers, our initial findings on select key suppliers do not show signs of
material risks related to their human rights, including child labor or forced labor. However, it
is not excluded that in certain sectors and/or geographies, supply chain workers may not have
equal opportunities, adequate wages, secure jobs, work-life balance, and protection of health
and safety at work, while it may be difficult to influence suppliers’ own policies. In the coming
years, we plan to obtain more insights into the social aspects of our supply chain.
Policies related to value chain workers (S2-1)
Our Supplier Code of Conduct includes standards around environmental, social, and business
conduct and compliance expected from all our suppliers, business partners, agents, resellers,
and third parties that deliver products or services to us. This Supplier Code of Conduct
supplements our Code of Business Ethics and sets forth the standards and practices that our
suppliers are required to uphold, including the following:
• Support and respect of internationally recognized human rights in dealing with their
employees, clients, suppliers, shareholders, and communities;
• Equal treatment and reward of their workers, including equal pay for equal work, non-
discrimination in hiring and employment practices, and promotion of a diverse and inclusive
work environment;
• Compliance with all applicable wage, hour, and benefits laws and regulations, as well
payment of fair wages and benefits in line with industry standards; and
• Provision of a safe, hygienic, and healthy workplace in compliance with all applicable local
and national laws and regulations.
As stated in our Supplier Code of Conduct, we support the principles of the United Nations
Universal Declaration of Human Rights, the United Nations Guiding Principles on Business and
Human Rights, the OECD Guidelines for Multinational Enterprises, and the Core Labor Standards
of the International Labor Organization.
Processes for engaging with value chain workers about impacts (S2-2)
We currently do not have a process to engage directly with value chain workers.
Processes to remediate negative impacts and channels for value chain workers to raise
concerns (S2-3)
Our Supplier Code of Conduct provides that value chain workers can raise any questions or
concerns to their usual Wolters Kluwer contact or by contacting the Wolters Kluwer Ethics &
Compliance team. The channel to raise concerns as described in the Supplier Code of Conduct
is available for value chain workers on the company’s website. Wolters Kluwer will review and
consider all concerns raised and investigate and/or respond as appropriate.
Taking action on material impacts on value chain workers, and approaches to managing
material risks and pursuing material opportunities related to value chain workers, and
effectiveness of these actions (S2-4)
We expect our suppliers to uphold the same social and environmental standards to which
we are committed. Through our supply chain risk management program, we engage with our
suppliers to ensure we have a responsible supply chain throughout our global operations.
Suppliers who are managed by our procurement department are required to complete a due
diligence questionnaire providing information on their policies for data security and data
privacy, environmental footprint, and more. As part of this due diligence, we also request our
suppliers to commit to our Supplier Code of Conduct or to their own equivalent standard,
requiring them to follow applicable laws and regulations in areas such as human rights, labor
conditions, anti-bribery, and the environment. Based on an assigned supplier risk classification,
this due diligence is repeated every one to three years.
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Targets related to managing material negative impacts, advancing positive impacts, and
managing material risks and opportunities (S2-5)
We currently do not have targets regarding workers in the value chain.
Workers in the value chain company-specific metrics
Methodologies and assumptions
We request our suppliers to commit to our Supplier Code of Conduct or to their own
equivalent standard. In our supplier engagement platform, we keep track of the number of
suppliers having a signed Supplier Code of Conduct or an equivalent standard. If a contract
with a supplier is ended, it is removed from the disclosed number.
Signed Supplier Code of Conduct or an equivalent standard
2023 2022
1
2021
1
At January 1, number of suppliers having a signed Supplier Code of
Conduct or an equivalent standard 1,527 900 490
Number of suppliers that signed the Supplier Code or Conduct or
provided an equivalent standard 325 627 410
Supplier relationships ended 2021-2023
1
(307) – –
At December 31, number of suppliers having a signed Supplier Code of
Conduct or an equivalent standard 1,545 1,527 900
¹ In prior years, we did not subtract the suppliers whose contracts were ended. Hence, the number of
supplier relationships ended 2021-2023 is a cumulative figure.
Consumers and end-users (S4)
Material impacts, risks, and opportunities and their interaction with strategy and business
model (SBM-3)
End-users are defined as individuals that receive the benefit of our products or services. These
could be our direct customers or individuals that receive services from our customers based on
the use of our products or services by the customer, such as clients and patients.
As a data-driven digital company, it is part of our strategy and business model that personal
information resides in our products that end-users use or benefit from. Protecting that
information from privacy and security breaches is therefore a critical component of our strategy.
In case of privacy incidents, the privacy rights of end-users could be negatively impacted.
The provision of high-quality and actionable information to our customers is the core of
our strategy and business model. Our customers depend on our knowledge and expertise to
provide better outcomes for their clients or patients. As we provide our customers around the
globe with access to quality information, we create positive impacts for our customers and
their clients or patients who are receiving their services. Ensuring the provision of high-quality
and actionable information to our customers is also critical to the success of our business and
therefore creates an opportunity.
Policies related to consumers and end-users (S4-1)
Privacy
We foster a culture that respects the data privacy rights of individuals, including end-
users. We maintain policies and procedures regarding how we handle end-user personal
information that is entrusted with us. We have set the EU General Data Protection Regulation
(GDPR) as our global baseline reference and embed privacy rights in our policies, design, and
processes. In 2023, we developed a Global Data Privacy Policy that will be rolled out in 2024.
This policy reflects our commitment to a global privacy baseline across divisions, business
units, and countries. We collect personal data only for specific purposes, which are specified
and documented. As part of our contracting with third parties, such as vendors, we include
standards and requirements for processing of data.
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Access to quality information
Our Code of Business Ethics includes our Editorial Independence Policy, providing that we
are committed to delivering high-quality and accurate content based on interpretation, best
practice, analysis, and guidance relating to legal, market, and other sources. We avoid bias,
defamation, and conflict of interest in approaching a subject and in the development of our
products.
Processes for engaging with consumers and end-users about impacts (S4-2)
Privacy
We engage with end-users about our privacy practices in various ways, including through
agreed upon terms in our contracts or through privacy notices or terms and conditions on our
websites and applications. We explain what personal information we collect, use, and disclose,
and inform end-users of their rights and the choices they can make about the sharing of
their information. Our privacy notices also allow individuals to ask questions or exercise their
relevant privacy rights by submitting a form from our website. Customers also have the ability
to reach appropriate support resources.
Access to quality information
Across our different businesses, we provide mechanisms for reader and customer feedback.
Processes to remediate negative impacts and channels for consumers and end-users to raise
concerns (S4-3)
Privacy
We have documented incident management procedures to address security incidents and
unauthorized acquisition, use, or disclosure of personal data. We have a cross-functional,
global Information Technology Security Incident Response Team that plans, assesses, enforces,
documents, and remediates security incidents and events across the company. We notify our
customers of privacy or security incidents in accordance with applicable legal, regulatory,
and/or contractual requirements.
Taking action on material impacts on consumers and end-users, and approaches to managing
material risks and pursuing material opportunities related to consumers and end-users,
andeffectiveness of those actions (S4-4)
Privacy
For our incident management procedures, see the previous section. We continue to
provide ongoing training and awareness programs to reflect data privacy and cybersecurity
developments. We incorporate key themes into our data privacy and cybersecurity courses
thatemployees are required to take every year.
Access to quality information
We commission experts in their fields to provide us with the latest professional information
ona range of relevant issues. We allow our editors independence in their decision-making,
freefrom external pressure to foster a free exchange of ideas.
Targets related to managing material negative impacts, advancing positive impacts, and
managing material risks and opportunities (S4-5)
We have a target that 98% of our employees should complete the Annual Compliance Training,
which includes cybersecurity, data privacy, and business ethics courses. See Business conduct
company-specific metrics on page 126.
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In this section, we provide
disclosures on our material impacts,
risks, and opportunities relating to
business conduct matters.
Business conduct (ESRS G1)
Our company values and ethical standards are fundamental to
how we interact with our employees, customers, suppliers, and
partners, and with society at large.
Business conduct policies and corporate culture (G1-1)
The Wolters Kluwer Code of Business Ethics (Code) sets
forththe ethical standards that are the basis for our decisions
and actions, aligned with our company values. It provides
guidance on how we live our company values. Our Code
coversmultiple topics, such as discrimination and harassment,
anti-bribery and anti-corruption, and conflicts of interest,
several of which are further detailed in standalone policies.
Our Code is published on our internal and external websites
invariouslanguages.
We foster our corporate culture by incorporating our values
and ethical standards in our day-to-day work. Through
various communication and training activities during the
year, we support our workforce in understanding how these
standards apply to their day-to-day work and interactions
with colleagues, customers, and business partners. Our Annual
Compliance Training program includes a course on our Code
with rotating topics, and our workforce is asked to certify
that they have read and understood our Code. In 2023, the
training topics were bribery and corruption, fair competition,
and intellectual property. We monitor our culture of ethics
and compliance via the annual global employee survey, the
SpeakUp program, and through internal audits. These efforts
also help us measure the effectiveness of our Code and our
SpeakUp program.
Our Code and SpeakUp Policy describe how our workforce
can raise concerns about ethical situations or behavior. We
offer several channels for reporting concerns. Our global
SpeakUp system — operated through an external provider —
offers our employees a confidential channel, available 24/7
for reporting concerns in their own language, with the option
to report anonymously where permitted by law. We have a
zero-tolerance policy for retaliation, meaning that anyone who
raises a concern or participates in an investigation in good
faith is protected against retaliatory measures.
Governance disclosures
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Governance disclosures continued
We provide information on our SpeakUp program via a dedicated intranet page, various
communications during the year, and through instructions in our Annual Compliance Training
program.
We have a zero-tolerance policy towards any form of bribery and corruption. Our global Anti-
Bribery and Anti-Corruption Policy strictly prohibits offering, soliciting, giving, or receiving any
bribes. We provide training to all our employees on bribery and corruption, as well as role-
based training to specific groups. In addition, we regularly communicate our policies to our
workforce. We also conduct an annual compliance risk assessment that includes bribery and
corruption.
Our high standards of integrity and legal compliance also apply to business partners
throughour Supplier Code of Conduct. We conduct anti-bribery due diligence screening of
ourpartners and suppliers. In 2023, we did not detect any violations of our Anti-Bribery and
Anti-Corruption Policy.
Business conduct company-specific metrics
Methodologies and assumptions
The percentage of employees who completed the Annual Compliance Training is derived
from data tracked by our global human resources platform. Thismetric is calculated based
on the headcount at December 31.
The number of SpeakUp concerns is based on our global SpeakUp case management system.
Annual Compliance Training and SpeakUp concerns
2023 2022 2021
% of employees who completed the Annual Compliance Training 99% 99% 99%
Number of SpeakUp concerns 47 25 21
We have a target that 98% of our employees should complete the Annual Compliance Training
program, which includes cybersecurity, data privacy, and business ethics courses.
In 2023, the number of SpeakUp concerns increased because we included concerns raised
through other channels such as local HR in our case management system, which we have not
previously done. Also, continuous communication campaigns make employees more aware of
the SpeakUp program. We reviewed all concerns received and took appropriate action. None of
the concerns raised had a material impact on the company.
Employee engagement score
Corporate culture is one of the topics embedded in the employee engagement score. For the
employee engagement score, see Other own workforce company-specific metrics on page 121.
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Governance disclosures
The sustainability statements do not yet comply with all aspects of ESRS.
Section ESRS Standard Disclosure Requirement
Reference to
sustainability
statements Reference to other chapters in 2023 Annual Report
General disclosures General disclosures (ESRS 2) BP-1 General basis for preparation Page 91
BP-2 Disclosures in relation to specific circumstances Page 91
GOV-1 Role of the Executive Board and Supervisory Board Page 92 Executive Board and Supervisory Board on page 61.
Executive Board on page 44 and Supervisory Board on
page 45 in Corporate governance.
GOV-2 Information provided to and sustainability matters addressed by the
ExecutiveBoard and Supervisory Board
Page 92 Environmental, social, and governance matters in
Corporate governance on page 48.
Sustainability in Report of the Supervisory Board on
page 66.
GOV-3 Integration of sustainability-related performance in incentive schemes Page 92 Key elements of our remuneration policy on page 73 and
Payouts for performance against 2023 STIP targets on
page 80 in Remuneration report.
GOV-4 Statement on due diligence Page 93
GOV-5 Risk management and internal controls over sustainability reporting Page 93 Responsibility for risk management and Risk
management process on page 50 and Internal Control
Framework and Internal audit and risk management
functions on page 51 in Risk management.
SBM-1 Strategy, business model, and value chain Page 94 Strategy and business model on page 7.
SBM-2 Interests and views of stakeholders Page 94
SBM-3 Material impacts, risks, and opportunities and their interaction with
strategy andbusiness model
Page 95
IRO-1 Description of the process to identify and assess material impacts, risks,
andopportunities
Page 96
IRO-2 Disclosure requirements covered by the sustainability statements Page 97
MDR-P Policies adopted to manage material sustainability matters Page 98
MDR-A Actions and resources in relation to material sustainability matters Page 98
MDR-M Metrics in relation to material sustainability matters Page 99
MDR-T Tracking effectiveness of policies and actions through targets Page 99
Reference table
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Reference table continued
Section ESRS Standard Disclosure Requirement
Reference to
sustainability
statements Reference to other chapters in 2023 Annual Report
Environmental disclosures Climate change (ESRS E1) GOV-3 Integration in incentive schemes Page 100 Key elements of our remuneration policy on page 73 and
Payouts for performance against 2023 STIP targets on
page 80 in Remuneration report.
E1-1 Transition plan for climate change mitigation Page 100
SBM-3 Material impacts, risks, and opportunities and their interaction with
strategy andbusiness model
Page 101
IRO-1 Description of the processes to identify and assess material climate-
related impacts, risks, and opportunities
Page 102
E1-2 Policies related to climate change migration and adaptation Page 102
E1-3 Actions and resources in relation to climate change policies Page 102
E1-4 Targets related to climate change mitigation and adaptation Page 103
E1-5 Energy consumption and mix Page 105
E1-6 Gross GHG emissions Page 106
E1-7 GHG removals and GHG mitigation projects financed through carbon
credits
Page 112
Climate change company-specific metrics Page 112
Social disclosures Own workforce (ESRS S1) SBM-3 Material impacts, risks, and opportunities and their interaction with
strategy andbusiness model
Page 113
S1-1 Policies related to own workforce Page 113
S1-2 Processes for engaging with own workforce and workers’ representatives
aboutimpacts
Page 114
S1-3 Processes to remediate negative impacts and channels for own workforce
toraiseconcerns
Page 114
S1-4 Taking action on material impacts on own workforce, and approaches
tomanagingmaterial risks and pursuing material opportunities related
toownworkforce, and effectiveness of actions
Page 114
S1-5 Targets related to managing material negative impacts, advancing positive
impacts, and managing material risks and opportunities
Page 116 Key elements of our remuneration policy on page 73 and
Payouts for performance against 2023 STIP targets on
page 80 in Remuneration report.
S1-6 Characteristics of our employees Page 116
S1-7 Characteristics of non-employee workers in our own workforce Page 118
S1-9 Diversity metrics Page 118
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Reference table continued
Section ESRS Standard Disclosure Requirement
Reference to
sustainability
statements Reference to other chapters in 2023 Annual Report
S1-12 Persons with disabilities Page 119
S1-13 Training and skills development metrics Page 119
S1-15 Work-life balance metrics Page 120
S1-16 Remuneration metrics Page 120
S1-17 Incidents, complaints, and severe human rights impacts Page 121
Other own workforce company-specific metrics Page 121
Workers in the value chain
(ESRS S2)
SBM-3 Material impacts, risks, and opportunities and their interaction with
strategy andbusiness model
Page 122
S2-1 Policies related to value chain workers Page 122
S2-2 Processes for engaging with value chain workers about impacts Page 122
S2-3 Processes to remediate negative impacts and channels for value chain
workers toraise concerns
Page 122
S2-4 Taking action on material impacts on value chain workers, and approaches
to managing material risks and pursuing material opportunities related to
value chain workers, and effectiveness of actions
Page 122
S2-5 Targets related to managing material negative impacts, advancing positive
impacts, and managing material risks and opportunities
Page 123
Consumers and end users
(ESRSS4)
SBM-3 Material impacts, risks, and opportunities and their interaction with
strategy andbusiness model
Page 123
S4-1 Policies related to consumers and end users Page 123
S4-2 Processes for engaging with consumers and end-users about impacts Page 124
S4-3 Processes to remediate negative impacts and channels for customers and
end-users toraise concerns
Page 124
S4-4 Taking action on material impacts on consumers and end-users,
and approaches to managing material risks and pursuing material
opportunities related to consumers and end-users, and effectiveness of
actions
Page 124
S4-5 Targets related to managing material negative impacts, advancing positive
impacts, and managing material risks and opportunities
Page 124
Governance disclosures Business conduct (ESRS G1) G1-1 Business conduct policies and corporate culture Page 125
Business conduct company-specific metrics Page 126
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Section ESRS Standard Data point that derives from other EUlegislation Reference to sustainability statements
General disclosures General disclosures (ESRS 2) GOV-1 Board’s gender diversity Page 92
GOV-1 Percentage of board members who are independent Page 92
GOV-4 Statement on due diligence Page 93
SBM-1 Involvement in activities related to fossil fuel activities Not material to us.
SBM-1 Involvement in activities related to chemical production Not material to us.
SBM-1 Involvement in activities related to controversial weapons Not material to us.
SBM-1 Involvement in activities related to cultivation and production of tobacco Not material to us.
Environmental disclosures Climate change (E1) E1-1 Transition plan to reach climate neutrality by 2050 Page 100
E1-1 Undertakings excluded from Paris-aligned Benchmarks Page 100
E1-4 GHG emission reduction targets Page 103
E1-5 Energy consumption from fossil sources disaggregated by sources for high
climateimpact sectors
Not material to us.
E1-5 Energy consumption and mix Page 105
E1-5 Energy intensity associated with activities in high climate impact sectors Not material to us.
E1-6 Gross scope 1, 2, 3, and total GHG emissions Page 106
E1-6 Gross GHG emissions intensity Page 107
E1-7 GHG removals and carbon credits Page 112
E1-9 Exposure of the benchmark portfolio to climate-related physical risks We are not yet able to report this datapoint.
E1-9 Disaggregation of monetary amounts by acute and chronic physical risk We are not yet able to report this datapoint.
E1-9 Location of significant assets at material physical risk We are not yet able to report this datapoint.
E1-9 Breakdown of the carrying value of real estate assets by
energy-efficiency classes
We are not yet able to report this datapoint.
E1-9 Degree of exposure of the portfolio to climate-related opportunities We are not yet able to report this datapoint.
Pollution (E2) E2-4 Amount of each pollutant listed in Annex II of the E-PRTR Regulation
(EuropeanPollutant Release and Transfer Register) emitted to air,
water, and soil
Not material to us.
Water and marine resources (E3) E3-1 Water and marine resources Not material to us.
E3-1 Dedicated policy Not material to us.
E3-1 Sustainable oceans and seas Not material to us.
E3-4 Total water recycled and reused Not material to us.
E3-4 Total water consumption in m3 per net revenue on own operations Not material to us.
List of data points that derive from other EU legislation
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List of data points that derive from other EU legislation continued
Section ESRS Standard Data point that derives from other EUlegislation Reference to sustainability statements
Biodiversity and ecosystems (E4) IRO-1 List of material sites and biodiversity-sensitive areas Not material to us.
IRO-1 Material negative impacts with regards to land degradation, desertification,
orsoilsealing
Not material to us.
IRO-1 Operations affecting threatened species Not material to us.
E4-2 Sustainable land and agriculture practices or policies Not material to us.
E4-2 Sustainable oceans and seas practices or policies Not material to us.
E4-2 Policies to address deforestation Not material to us.
Recourse use and circular
economy(E5)
E5-5 Non-recycled waste Not material to us.
E5-5 Hazardous waste and radioactive waste Not material to us.
Social disclosures Own workforce (S1) SBM-3 Risk of incidents of forced labor Not material to us.
SBM-3 Risk of incidents of child labor Not material to us.
S1-1 Human rights policy commitments Page 113
S1-1 Due diligence policies on issues addressed by the fundamental International
Labor Organisation Conventions 1 to 8
Page 114
S1-1 Processes and measures for preventing trafficking in human beings Page 114
S1-1 Workplace accident prevention policy or management system Not material to us.
S1-3 Grievance and complaints handling mechanisms Page 114
S1-14 Number of fatalities and number and rate of work-related accidents Not material to us.
S1-14 Number of days lost to injuries, accidents, fatalities, or illness Not material to us.
S1-16 Unadjusted gender pay gap We are not yet able to report this datapoint.
S1-16 Excessive CEO pay ratio We are not yet able to report this datapoint under S1-16
stipulations. Similar as in prior years, we disclosed the CEO
pay-ratio following the Principles and Best Practices of the
Dutch Corporate Governance Code (see page 120).
S1-17 Incidents of discrimination We are not yet able to report this datapoint under S1-
17 stipulations. We disclosed the number of opened
investigations on incidents affecting our employees in the U.S.
and Canada (see page 121).
S1-17 Non-respect of U.N. Guiding Principles on Business and Human Rights,
ILOprinciples, and/or OECD Guidelines
Page 121
Workers in the value chain (S2) SBM-3 Significant risk of child labor or forced labor in the value chain Page 122
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Section ESRS Standard Data point that derives from other EUlegislation Reference to sustainability statements
S2-1 Human rights policy commitments Page 122
S2-1 Policies related to value chain workers Page 122
S2-1 Non-respect of U.N. Guiding Principles on Business and Human Rights,
ILOprinciples, and/or OECD Guidelines
Page 122
S2-1 Due diligence policies on issues addressed by the fundamental International
LaborOrganisation Conventions 1 to 8
Page 122
S2-4 Human rights issues and incidents connected to upstream and downstream
valuechain
Page 122
Affected communities (S3) S3-1 Human rights policy commitments Not material to us.
S3-1 Non-respect of U.N. Guiding Principles on Business and Human Rights,
ILOprinciples, and/or OECD Guidelines
Not material to us.
S3-4 Human rights issues and incidents Not material to us.
Consumers and end-users (S4) S4-1 Policies related to consumers and end-users Page 123
S4-1 Non-respect of U.N. Guiding Principles on Business and Human Rights,
ILOprinciples, and/or OECD Guidelines
Page 123
S4-4 Human rights issues and incidents Not material to us.
Governance disclosures Business conduct (G1) G1-1 United Nations Convention against Corruption Not material to us.
G1-1 Protection of whistleblowers Not material to us.
G1-4 Fines for violation of anti-corruption and anti-bribery laws Not material to us.
G1-4 Standards of anti-corruption and anti-bribery Not material to us.
List of data points that derive from other EU legislation continued
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Task Force on Climate-related
Financial Disclosures (TCFD)
TCFD elements Recommended disclosures Reference in this report
Governance Board’s oversight of climate-related risks and opportunities Responsibility for risk management in Risk management of Governance
Executive Board in Corporate governance of Governance
Supervisory Board in Corporate governance of Governance
Management’s role in assessing and managing climate-related risks andopportunities Risk management process in Risk management of Governance
Executive Board in Corporate governance of Governance
Strategy Description of climate-related risks and opportunities Material impacts, risks, and opportunities and their interaction with strategy and business
model (SBM-3) in Environmental disclosures of Sustainability statements
Impact of climate-related risks on the company’s businesses, strategy, andfinancial planning Material impacts, risks, and opportunities and their interaction with strategy and business
model (SBM-3) in Environmental disclosures of Sustainability statements
Resilience of the company’s strategy Description of the processes to identify and assess material climate-related impacts, risks,
and opportunities (IRO-1) in Environmental disclosures of Sustainability statements
Risk management The company’s processes for identifying and assessing climate-related risks Risk management process in Risk management of Governance
Description of the processes to identify and assess material climate-related impacts, risks,
and opportunities (IRO-1) in Environmental disclosures of Sustainability statements
The company’s processes for managing climate-related risks Policies related to climate change migration and adaptation (E1-2) in Environmental
disclosures of Sustainability statements
Actions and resources in relation to climate change policies (E1-3) in Environmental disclosures
of Sustainability statements
Integration of processes for identifying, assessing, and managing climate-related risks into the
company’s overall risk management system
Risk management process in Risk management of Governance
Description of the process to identify and assess material impacts, risks, and opportunities
(IRO-1) in General disclosures of Sustainability statements
Metrics and targets Targets used to manage climate-related opportunities and risks againstperformance
againsttargets
Targets related to climate change mitigation and adaptation (E1-4) in Environmental
disclosures of Sustainability statements
Metrics used to assess climate-related risks and opportunities Energy consumption and mix (E1-5), Gross GHG emissions (E1-6), and GHG removals and GHG
mitigation projects financed through carbon credits (E1-7) in Environmental disclosures of
Sustainability statements
Disclosure of scope 1, scope 2, and scope 3 GHG emissions Gross GHG emissions (E1-6) in Environmental disclosures of Sustainability statements
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TCFD
The EU Taxonomy is a classification system that defines
criteria for economic activities that are aligned with a net
zero trajectory by 2050, and the broader environmental
goals other than climate. The EU Taxonomy helps direct
investments to the economic activities most needed for the
transition, in line with the European Green Deal objectives.
Assessment of compliance with the EU Taxonomy
regulatoryframework
Introduction
The EU Taxonomy regulatory framework (Taxonomy), as applicable for reporting in our 2023
Annual Report, includes:
• Regulation (EU) 2020/852 on the establishment of a framework to facilitate sustainable
investments (Regulation);
• Delegated Act (EU) 2021/2139 (Climate Delegated Act);
• Delegated Act (EU) 2021/2178 (Disclosures Delegated Act);
• Delegated Act (EU) 2022/1214 (Complementary Climate Delegated Act); and
• Delegated Acts (EU) 2023/2485 (amending the Climate Delegated Act) and 2023/2486
(Environmental Delegated Act).
In 2023, we evaluated the impact of the newly adopted delegated acts. In addition, we re-
evaluated our interpretations of the Regulation and the delegated acts that were adopted in
prior years. We based our re-evaluation on the Frequently Asked Questions documents, as
published by the European Commission on its EU Taxonomy Navigator portal. We also reviewed
2022 annual reports of other European-listed companies, with a focus on companies that sell
digital products. Following this re-evaluation, we identified some economic activities that
qualify as eligible, whereas in prior years we concluded that none of our economic activities
qualified as eligible.
Nature of Taxonomy-eligible economic activities
We identified the following Taxonomy-eligible economic activities:
• Activity 6.5 – Transport by motorbikes, passenger cars, and light commercial vehicles;
• Activity 7.2 – Renovation of existing buildings;
• Activity 7.7 – Acquisition and ownership of buildings; and
• Activity 8.1 – Data processing, hosting, and related activities.
We concluded that these economic activities are solely eligible with respect to the
environmental objective climate change mitigation. We did not identify any eligible economic
activities with respect to the other five environmental objectives.
In 2023, none of the eligible activities qualified as aligned, nor as enabling or transitional
activities. For further details, see Assessment of Taxonomy alignment on page 137.
Activity 6.5 – Transport by motorbikes, passenger cars, and light commercial vehicles –
eligibility
Among others, activity 6.5 consists of leasing of vehicles designed as category M1. Category M1
vehicles are vehicles for carriage of passengers, comprising not more than eight seats to the
drivers. In some countries, certain employees are entitled to a lease car. We assumed that all
lease cars driven by employees qualify as category M1 vehicles and as such we concluded that
this activity applies to us.
Only the CapEx KPI is applicable to us for activity 6.5.
Activity 7.2 – Renovation of existing buildings – eligibility
Activity 7.2 consists of construction and civil engineering works or preparation thereof. In
addition, the Taxonomy description refers to Nomenclature of Economic Activities (NACE)
codes F41 and F43. NACE F41 relates to development and construction activities, which we
do not conduct. NACE F43 relates to a wide scale of renovation activities, including electrical
installations, floor and wall covering, painting, and roofing activities. Such activities can apply to
us at our owned offices, existing leased offices, or newly leased offices. We note that renovation
activities at leased offices are often conducted by landlords and not by us.
Only the CapEx KPI is applicable to us for activity 7.2.
EU Taxonomy
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EU Taxonomy
Activity 7.7 – Acquisition and ownership of buildings – eligibility
Activity 7.7 consists of buying real estate and exercising ownership of that real estate. In
addition, the Taxonomy description refers to NACE code L68, which among others relate to
rental and operating of own or leased real estate. This activity applies to us as we have owned
and leased offices.
Only the CapEx KPI is applicable to us for activity 7.7.
Activity 8.1 – Data processing, hosting, and related activities – eligibility
Activity 8.1 consists of the storage, manipulation, management, movement, control, display,
switching, interchange, transmission, or processing of data through data centers, including
edge computing. We interpreted that hosting activities as offered to customers qualify under
this description. Customers that purchase a cloud-based product get access to software that
is licensed on a subscription basis and is centrally hosted by us or our suppliers. In case of
on-premise products, hosting is mostly arranged by the customer itself. However, hosting is
provided as a separate performance obligation to some customers of on-premise products.
Only the turnover KPI is applicable to us for this activity, as almost all hosting services are
purchased by us from third parties.
Assessment of other economic activities
We assessed the potential eligibility of some other Taxonomy activities.
Activities 7.3, 7.4, 7.5, and 7.6 all relate to installation, maintenance, and repair of assets
associated with office buildings that reduce energy consumption or increase the use of
renewable energy. Although such assets may be present at our offices, we concluded that
installation, maintenance, and repair are predominately conducted by landlords of our leased
offices and not by us. Also, we did not conduct such activities at our owned offices in 2023 and
2022.
Activity 8.2 relates to data-driven solutions for GHG emission reductions. Through our Corporate
Performance & ESG division, we offer comprehensive tools and expert guidance to help
customers meet regulatory requirements, to support sustainability efforts, and to manage ESG
risks efficiently. However, none of our ESG solutions directly enable GHG emission reductions. As
such, we concluded that activity 8.2 does not apply to us.
Accounting policies and assumptions
Turnover
Total turnover, i.e., the denominator of the turnover KPI, is equal to revenues as reported
in the consolidated statement of profit or loss. For accounting policies regarding the
recognition of revenues, see Note 6 – Revenues.
Eligible revenues under activity 8.1, i.e., the numerator of the turnover KPI, relate to hosting
offered by us to our customers. In case of a cloud-based product, hosting is not a distinct
performance obligation but part of the SaaS performance obligation. In other words, hosting
does not generate revenues independently. To calculate the numerator, we calculated the
share of customer-related hosting costs as included in the sum of cost of revenues and
research, development, and editorial costs and multiplied this ratio by total revenues. The
same methodology was applied to hosting offered to customers purchasing an on-premise
product, as we do not track such hosting revenues centrally.
Customer-related hosting costs are predominately reported as part of cost of revenues,
which is a separate line in the consolidated statement of profit or loss. Research,
development, and editorial costs are reported as part of general and administrative costs
(see Note 10 – General and administrative costs).
The abovementioned calculations for eligible revenues were performed at a business unit
level. Hence, the calculations cannot be reperformed based on amounts reported in the
consolidated financial statements.
CapEx
Total CapEx, i.e., the denominator of the turnover KPI, is the sum of:
• Acquired through business combinations – acquired identifiable intangible assets;
• Investments – other intangible assets;
• Acquired through business combinations – other intangible assets;
• Investments – property, plant, and equipment;
• Acquired through business combinations – property, plant, and equipment;
• Additions from new leases – right-of-use assets;
• Acquired through business combinations – right-of-use assets; and
• Additions from contract modifications and reassessment of options – right-of-use assets.
EU Taxonomy continued
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EU Taxonomy
For the individual amounts reported in the consolidated financial statements and
corresponding accounting policies, see Note 17 – Goodwill and intangible assets other than
goodwill, Note 18 – Property, plant, and equipment, and Note 19 – Leasing.
Eligible CapEx, i.e., the numerator of the CapEx KPI, relates to the economic activities 6.5, 7.2, and
7.7.
Economic activity Reporting in consolidated financial statements
Activity 6.5 – Transport by
motorbikes, passenger cars,
and light commercial vehicles
Eligible CapEx relates to lease car right-of-use assets and includes
the line items ‘additions from new leases’, ‘acquired through business
combinations’, and ‘additions from contract modifications and
reassessment of options’. Lease car right-of-use assets are a subset of
other leases, hence the eligible CapEx cannot be reconciled to an amount
inthe consolidated financial statements. See Note 19 – Leasing.
Activity 7.2 – Renovation of
existing buildings
Eligible CapEx relates to land and buildings and includes the line items
‘investments’ and ‘acquired through business combinations’. See Note 18 –
Property, plant, and equipment.
Activity 7.7 – Acquisition and
ownership of buildings
Eligible CapEx relates to real estate right-of-use assets and includes
the line items ‘additions from new leases’, ‘acquired through business
combinations’, and ‘additions from contract modifications and
reassessment of options’. See Note 19 – Leasing.
OpEx
Total OpEx, i.e., the denominator of the OpEx KPI, is the sum of:
• Direct non-capitalized costs that relate to research and development;
• Building renovation measures;
• Short-term leases;
• Maintenance and repair; and
• Any other direct expenditures relating to the day-to-day servicing of assets of property,
plant, and equipment by the undertaking or third party to whom activities are outsourced
that are necessary to ensure the continued and effective functioning of such assets.
The far majority of total OpEx originates from direct non-capitalized costs that relate to
research and development. This OpEx is presented on the line item research, development,
and editorial costs in the consolidated financial statements (see Note 10 – General and
administrative costs). It is our interpretation that only costs from third-party suppliers
should be considered in total OpEx, i.e., employee benefit expenses reported as research
anddevelopment costs are excluded.
We do not have eligible OpEx for any economic activity, i.e., the numerator of the OpEx KPI
amounts tonil.
Other contextual information on eligible activities
Turnover
Eligible turnover can be summarized as follows:
in millions of euros, unless otherwise stated 2023 % of total 2022
1
% of total
Eligible turnover – Data processing, hosting, and
related activities (8.1) 393 7% 333 6%
Total turnover 5,584 5,453
¹ Eligible turnover was restated, see Assessment of compliance with the EU Taxonomy regulatory framework
on page 134.
The increase in the eligible turnover percentage is predominately explained by an increase
in the share of hosting costs as included in the sum of cost of revenues and research,
development, and editorial costs.
CapEx
Eligible CapEx can be summarized as follows:
in millions of euros, unless otherwise stated 2023
% of
total 2022
1
% of
total
Activity 6.5 – Transport by motorbikes,
passengercars, and light commercial vehicles 10 9
Activity 7.2 – Renovation of existing buildings 5 3
Activity 7.7 – Acquisition and ownership
of buildings 23 42
Eligible CapEx 38 9% 54 13%
Total CapEx 410 425
¹ Eligible CapEx was restated, see Assessment of compliance with the EU Taxonomy regulatory framework
onpage 134.
EU Taxonomy continued
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EU Taxonomy
All reported eligible CapEx related to assets corresponding to Taxonomy-eligible economic
activities, i.e., none of it is part of existing plans to expand Taxonomy-eligible economic
activities or enables Taxonomy-eligible economic activities to become Taxonomy aligned.
Of the eligible CapEx, €0 million (2022: €2 million) was acquired through business combinations.
The decrease in eligible CapEx in 2023 is explained by lower additions to right-of-use assets
from contract modifications and reassessment of options.
OpEx
Eligible OpEx can be summarized as follows:
in millions of euros, unless otherwise stated 2023 2022
Eligible OpEx – –
Total OpEx 192 182
Assessment of Taxonomy alignment
General
A Taxonomy-aligned economic activity meets the applicable Taxonomy requirements to
substantially contribute to at least one of the six environmental objectives, i.e., meets the
prescribed technical screening criteria. In addition, a Taxonomy-aligned economic activity does
no significant harm (DNSH) to any other objectives and meets the minimum safeguards.
Minimum safeguards are due diligence and remedy procedures to ensure alignment with
the Organisation for Economic Cooperation and Development Guidelines for Multinational
Enterprises and the UN Guiding Principles on Business and Human Rights, which we intend to
assess in 2024.
Activity 6.5 Transport by motorbikes, passenger cars, and light commercial vehicles – alignment
Until December 31, 2025, the technical screening criteria prescribe that the vehicle is a low or
zero-emission vehicle. As from 2026, the technical screening criteria prescribe that the vehicle is
a zero-emission vehicle. For the DNSH assessment, among others the reusability or recycling of
the waste and tire noise should be assessed.
Currently, we do not have insight in this data for our lease cars and as such we cannot quantify
the proportion of aligned CapEx.
Activity 7.2 – Renovation of existing buildings – alignment
The technical screening criteria for climate change mitigation prescribe that the building
renovation either complies with the applicable requirements for major renovations or that
the renovation leads to a reduction of primary energy demand of at least 30%. For the DNSH
assessment, among others the reusability or recycling of construction and demolition waste
should be assessed.
Generally, landlords of our leased offices conduct renovation activities that will reduce energy
demand of an office. Our renovation activities largely focus on reorganizing the office space,
carpeting, and painting. In some offices, we may invest in new led lighting or other energy-
saving measures. We concluded that our eligible renovation activities in 2023 and 2022 did not
meet the technical screening criteria and we expect that future eligible renovation activities will
likely not meet the technical screening criteria either.
Activity 7.7 – Acquisition and ownership of buildings – alignment
The technical screening criteria prescribe that buildings that are built before December 31, 2020,
have at least an Energy Performance Certificate class A, or are in the top 15% of the national
or regional building stock expressed as operational primary energy demand. Buildings that are
built after December 31, 2020, are required to meet numerous detailed requirements around
primary energy demand, use of water, reusability or recycling of construction and demolition
waste, and pollution of building components and materials. For the DNSH assessment, a
climate risk and vulnerability assessment regarding climate change adaptation must have
beenperformed.
For our eligible CapEx in 2023, all buildings were built before December 31, 2020, and none had
an Energy Performance Certificate class A.
We intend to execute a climate risk and vulnerability assessment regarding climate change
adaptation in 2024. As energy-efficiency is one of the selection criteria for new office leases,
thismay result in some aligned activities in future years.
Activity 8.1 – Data processing, hosting, and related activities – alignment
The technical screening criteria prescribe that all expected practices from the most recent
version of the European Code of Conduct on Data Center Energy Efficiency are implemented, and
that the global warming potential of refrigerants used in the data center cooling system does
not exceed 675. For the DNSH assessment, among others the presence of restricted substances
and the existence of a waste management plan should be assessed.
Currently, we do not have insight in this data as data centers are predominately operated
bythird-party suppliers and as such, we cannot quantify the proportion of aligned CapEx.
Weintend to connect with our largest data center suppliers on this topic in 2024, which
potentially may result in some aligned activities in future years.
EU Taxonomy continued
137 Wolters Kluwer 2023 Annual Report
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Strategic report Governance Sustainability statements Financial statements Other information
EU Taxonomy
Proportion of turnover associated with Taxonomy-eligible and Taxonomy-aligned economic activities
2023 Substantial contribution criteria¹
DNSH criteria
(‘Do No Significant Harm’)
Economic activities
Codes
Turnover
Proportion of
turnover 2023
Climate change
mitigation
Climate change
adaptation
Water
Pollution
Circular economy
Biodiversity
Climate change
mitigation
Climate change
adaptation
Water
Pollution
Circular economy
Biodiversity
Minimum
safeguards
Proportion of
Taxonomy-aligned
(A.1) or eligible
(A.2) turnover
2022
Category enabling
activities
Category
transitional
activities
m€ %
Y; N;
N/EL
Y; N;
N/EL
Y; N;
N/EL
Y; N;
N/EL
Y; N;
N/EL
Y; N;
N/EL Y/N Y/N Y/N Y/N Y/N Y/N Y/N % E T
A. Taxonomy-eligible activities
A.1. Environmentally sustainable activities
(Taxonomy-aligned)
Turnover of environmentally sustainable activities
(Taxonomy-aligned) (A.1) – 0% 0% 0% 0% 0% 0% 0% 0%
Of which enabling – 0% 0% 0% 0% 0% 0% 0% 0% E
Of which transitional – 0% 0% 0% T
A.2. Taxonomy-eligible but not environmentally sustainable
activities (not Taxonomy-aligned)
EL;
N/EL
EL;
N/EL
EL;
N/EL
EL;
N/EL
EL;
N/EL
EL;
N/EL
Data processing, hosting, and related activities 8.1 393 7% EL N/EL N/EL N/EL N/EL N/EL 6%
Turnover of Taxonomy-eligible but not environmentally
sustainable activities (not Taxonomy-aligned) (A.2) 393 7% 7% 0% 0% 0% 0% 0% 6%
Turnover of Taxonomy-eligible activities (A.1+A.2) 393 7% 7% 0% 0% 0% 0% 0% 6%
B. Taxonomy-non-eligible activities
Turnover of Taxonomy-non-eligible activities 5,191 93%
Total 5,584 100%
¹ EL = Taxonomy-eligible activity; N/EL = Taxonomy-non-eligible activity.
EU Taxonomy continued
138 Wolters Kluwer 2023 Annual Report
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Strategic report Governance Sustainability statements Financial statements Other information
EU Taxonomy
Proportion of CapEx associated with Taxonomy-eligible and Taxonomy-aligned economic activities
2023 Substantial contribution criteria¹
DNSH criteria
(‘Do No Significant Harm’)
Economic activities
Codes
CapEx
Proportion of
CapEx 2023
Climate change
mitigation
Climate change
adaptation
Water
Pollution
Circular economy
Biodiversity
Climate change
mitigation
Climate change
adaptation
Water
Pollution
Circular economy
Biodiversity
Minimum
safeguards
Proportion of
Taxonomy-aligned
(A.1) or eligible
(A.2) CapEx 2022
Category enabling
activities
Category
transitional
activities
m€ %
Y; N;
N/EL
Y; N;
N/EL
Y; N;
N/EL
Y; N;
N/EL
Y; N;
N/EL
Y; N;
N/EL Y/N Y/N Y/N Y/N Y/N Y/N Y/N % E T
A. Taxonomy-eligible activities
A.1. Environmentally sustainable activities
(Taxonomy-aligned)
CapEx of environmentally sustainable
activities (Taxonomy-aligned) (A.1) – 0% 0% 0% 0% 0% 0% 0% 0%
Of which enabling – 0% 0% 0% 0% 0% 0% 0% 0% E
Of which transitional – 0% 0% 0% T
A.2. Taxonomy-eligible but not environmentally sustainable
activities (not Taxonomy-aligned)
EL;
N/EL
EL;
N/EL
EL;
N/EL
EL;
N/EL
EL;
N/EL
EL;
N/EL
Transport by motorbikes, passenger cars, and light
commercialvehicles 6.5 10 2% EL N/EL N/EL N/EL N/EL N/EL 2%
Renovation of existing buildings 7.2 5 1% EL N/EL N/EL N/EL N/EL N/EL 1%
Acquisition and ownership of buildings 7.7 23 6% EL N/EL N/EL N/EL N/EL N/EL 10%
CapEx of Taxonomy-eligible but not environmentally
sustainable activities (not Taxonomy-aligned) (A.2) 38 9% 13%
CapEx of Taxonomy-eligible activities (A.1+A.2) 38 9% 13%
B. Taxonomy-non-eligible activities
CapEx of Taxonomy-non-eligible activities 372 91%
Total 410 100%
¹ EL = Taxonomy-eligible activity; N/EL = Taxonomy-non-eligible activity.
EU Taxonomy continued
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Strategic report Governance Sustainability statements Financial statements Other information
EU Taxonomy
Proportion of OpEx associated with Taxonomy-eligible and Taxonomy-aligned economic activities
2023 Substantial contribution criteria¹
DNSH criteria
(‘Do No Significant Harm’)
Economic activities
Codes
OpEx
Proportion of
OpEx 2023
Climate change
mitigation
Climate change
adaptation
Water
Pollution
Circular economy
Biodiversity
Climate change
mitigation
Climate change
adaptation
Water
Pollution
Circular economy
Biodiversity
Minimum
safeguards
Proportion of
Taxonomy-aligned
(A.1) or eligible
(A.2)
OpEx 2022
Category enabling
activities
Category
transitional
activities
m€ %
Y; N;
N/EL
Y; N;
N/EL
Y; N;
N/EL
Y; N;
N/EL
Y; N;
N/EL
Y; N;
N/EL Y/N Y/N Y/N Y/N Y/N Y/N Y/N % E T
A. Taxonomy-eligible activities
A.1. Environmentally sustainable activities
(Taxonomy-aligned)
OpEx of environmentally sustainable
activities (Taxonomy-aligned) (A.1) – 0% 0% 0% 0% 0% 0% 0% 0%
Of which enabling – 0% 0% 0% 0% 0% 0% 0% 0% E
Of which transitional – 0% 0% 0% T
A.2. Taxonomy-eligible but not environmentally sustainable
activities (not Taxonomy-aligned)
EL;
N/EL
EL;
N/EL
EL;
N/EL
EL;
N/EL
EL;
N/EL
EL;
N/EL
OpEx of Taxonomy-eligible but not environmentally
sustainable activities (not Taxonomy-aligned) (A.2) – 0% 0%
OpEx of Taxonomy-eligible activities (A.1+A.2) 0 0% 0%
B. Taxonomy-non-eligible activities
OpEx of Taxonomy-non-eligible activities 192 100%
Total 192 100%
¹ EL = Taxonomy-eligible activity; N/EL = Taxonomy-non-eligible activity.
EU Taxonomy continued
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EU Taxonomy
Financial statements
142 2023 Financial statements
143 Consolidated financial statements
147 Notes to the consolidated financial statements
203 Company financial statements
205 Notes to the company financial statements
211 Independent auditor’s report
Financial
statements
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2023 Financial statements
143 Consolidated statement of profit or loss
143 Consolidated statement of comprehensive income
144 Consolidated statement of cash flows
145 Consolidated statement of financial position
146 Consolidated statement of changes in total equity
Notes to the consolidated
financialstatements
147 Note 1 – General and basis of preparation
149 Note 2 – Material accounting policy information
150 Note 3 – Accounting estimates and judgments
151 Note 4 – Benchmark figures
155 Note 5 – Segment reporting
156 Note 6 – Revenues
159 Note 7 – Earnings per share
160 Note 8 – Acquisitions and divestments
162 Note 9 – Sales costs
163 Note 10 – General and administrative costs
163 Note 11 – Other gains and (losses)
163 Note 12 – Employee benefit expenses
163 Note 13 – Amortization, impairment, and depreciation
164 Note 14 – Financing results
164 Note 15 – Income tax expense
165 Note 16 – Non-controlling interests
166 Note 17 – Goodwill and intangible assets other than goodwill
170 Note 18 – Property, plant, and equipment
170 Note 19 – Leasing
172 Note 20 – Investments in equity-accounted associates
172 Note 21 – Financial assets
173 Note 22 – Tax assets and liabilities
174 Note 23 – Inventories
174 Note 24 – Contract assets and liabilities
176 Note 25 – Other receivables
177 Note 26 – Cash and cash equivalents
177 Note 27 – Trade and other payables
177 Note 28 – Net debt
179 Note 29 – Financial risk management
186 Note 30 – Employee benefits
193 Note 31 – Provisions
194 Note 32 – Capital and reserves
196 Note 33 – Share-based payments
199 Note 34 – Related party transactions
199 Note 35 – Audit fees
200 Note 36 – Commitments, contingent assets, and contingent liabilities
200 Note 37 – Remuneration of the Executive Board and the Supervisory Board
201 Note 38 – Overview of significant subsidiaries
202 Note 39 – Events after the reporting period
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Strategic report Governance Sustainability statements Financial statements Other information Consolidated financial statements
Consolidated statement of
profit or loss
Consolidated statement of
comprehensive income
| in millions of euros, unless otherwise stated, | |||
for the year ended December 31 | 2023 | 2022 | |
Revenues | Note 5/6 | ||
Cost of revenues | Note 5 | ( | ( |
Gross profit | Note 5 | ||
Sales costs | Note 9 | ( | ( |
General and administrative costs | Note 10 | ( | ( |
Total operating expenses | Note 5 | ( | ( |
Other gains and (losses) | Note 11 | ( | |
Operating profit | Note 5 | ||
Financing income | |||
Financing costs | ( | ( | |
Other finance income and (costs) | ( | ||
Total financing results | Note 14 | ( | ( |
Share of profit of equity-accounted associates, net of tax | Note 20 | ||
Profit before tax | |||
Income tax expense | Note 15 | ( | ( |
Profit for the year | |||
| Attributable to: | |||
– Owners of the company | |||
– Non-controlling interests | Note 16 | ||
Profit for the year | |||
| Earnings per share (EPS) (€) | |||
Basic EPS | Note 7 | ||
Diluted EPS | Note 7 |
| in millions of euros, | |||
for the year ended December 31 | 2023 | 2022 | |
| Comprehensive income | |||
Profit for the year | |||
| Other comprehensive income | |||
Items that are or may be reclassified subsequently to the consolidated statement ofprofitorloss: | |||
Exchange differences on translation of foreign operations | ( | ||
| Exchange differences on translation of equity-accounted | |||
associates | Note 20 | ( | |
Recycling of foreign exchange differences on loss of control | Note 8 | ||
Gains/(losses) on hedges of net investments in foreign operations | ( | ||
Gains/(losses) on cash flow hedges | ( | ||
Net change in fair value of cash flow hedges reclassified to the consolidated statementofprofit or loss | Note 14 | ||
| Items that will not be reclassified to the consolidated | |||
| statement of profit or loss: | |||
Remeasurement gains/(losses) on defined benefit plans | Note 30 | ( | |
Other comprehensive income/(loss) for the year, before tax | ( | ||
| Income tax on items that are or may be reclassified | |||
subsequently to the consolidated statement ofprofit or loss | |||
Income tax on items that will not be reclassified to the consolidated statement of profit orloss | ( | ||
Income tax on other comprehensive income | Note 22 | ( | |
Other comprehensive income/(loss) for the year | ( | ||
Total comprehensive income for the year | |||
| Attributable to: | |||
– Owners of the company | |||
– Non-controlling interests | |||
Total comprehensive income for the year |
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Consolidated statement of cash flows
in millions of euros, for the year ended December 31 | 2023 | 2022 | |
| Cash flows from operating activities | |||
Profit for the year | |||
| Adjustments for: | |||
Income tax expense | Note 15 | ||
Share of profit of equity-accounted associates, net of tax | Note 20 | ( | |
Financing results | Note 14 | ||
Amortization, impairment, and depreciation | Note 13 | ||
| Book (profit)/loss on disposal of operations and non-current | |||
assets | ( | ( | |
Fair value changes of contingent considerations | Note 11/29 | ||
Additions to and releases from provisions | Note 31 | ||
Appropriation of provisions | Note 31 | ( | ( |
Changes in employee benefit provisions | ( | ||
Share-based payments | Note 12/33 | ||
Other adjustments | |||
Adjustments excluding autonomous movements in working capital | |||
Inventories | ( | ( | |
Contract assets | Note 24 | ( | ( |
Trade and other receivables | |||
Deferred income | Note 24 | ||
Other contract liabilities | Note 24 | ||
Trade and other payables | |||
Assets/liabilities classified as held for sale | ( | ||
Autonomous movements in working capital | |||
Total adjustments | |||
Net cash flows from operations | |||
Interest paid (including the interest portion of lease payments) | ( | ( | |
Interest received | |||
Paid income tax | Note 22 | ( | ( |
Net cash from operating activities |
in millions of euros, for the year ended December 31 | 2023 | 2022 | |
| Cash flows from investing activities | |||
Capital expenditure | Note 17/18 | ( | ( |
Proceeds from disposal of other intangible assets and property, plant, and equipment | |||
Acquisition spending, net of cash acquired | Note 8 | ( | ( |
Receipts from divestments, net of cash disposed | Note 8 | ||
Dividends received | |||
Cash used for settlement of net investment hedges | ( | ||
Net cash used in investing activities | ( | ( | |
| Cash flows from financing activities | |||
Repayment of loans | ( | ( | |
Proceeds from new loans | |||
Repayment of principal portion of lease liabilities | Note 19 | ( | ( |
Repurchased shares | Note 32 | ( | ( |
Dividends paid | Note 32 | ( | ( |
Net cash used in financing activities | ( | ( | |
Net cash flows before effect of exchange differences | ( | ||
| Exchange differences on cash and cash equivalents and bank | |||
overdrafts | ( | ||
Net change in cash and cash equivalents and bank overdrafts | ( | ||
Cash and cash equivalents less bank overdrafts at January 1 | |||
Cash and cash equivalents less bank overdrafts at December 31 | Note 26 | ||
Add: Bank overdrafts at December 31 | Note 26 | ||
Cash and cash equivalents in the consolidated statement of financial position at December 31 | Note 26 |
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Consolidated statement of financial position
in millions of euros, at December 31 | 2023 | 2022 | |
| Non-current assets | |||
Goodwill | Note 17 | ||
Intangible assets other than goodwill | Note 17 | ||
Property, plant, and equipment | Note 18 | ||
Right-of-use assets | Note 19 | ||
Investments in equity-accounted associates | Note 20 | ||
Financial assets | Note 21 | ||
Non-current other receivables | Note 25 | ||
Non-current contract assets | Note 24 | ||
Deferred tax assets | Note 22 | ||
Total non-current assets | |||
| Current assets | |||
Inventories | Note 23 | ||
Contract assets | Note 24 | ||
Trade receivables | Note 24 | ||
Other receivables | Note 25 | ||
Current income tax assets | Note 22 | ||
Cash and cash equivalents | Note 26/28 | ||
Total current assets | |||
Total assets |
in millions of euros, at December 31 | 2023 | 2022 | |
| Equity | |||
Issued share capital | Note 32 | ||
Share premium reserve | |||
Legal reserves | |||
Treasury shares | ( | ( | |
Retained earnings | |||
Equity attributable to the owners of the company | Note 46 | ||
Non-controlling interests | Note 16 | ||
Total equity | |||
| Non-current liabilities | |||
Bonds | |||
Private placements | |||
Lease liabilities | |||
Other long-term debt | |||
Total long-term debt | Note 28 | ||
Deferred tax liabilities | Note 22 | ||
Employee benefits | Note 30 | ||
Provisions | Note 31 | ||
Non-current deferred income | Note 24 | ||
Total non-current liabilities | |||
| Current liabilities | |||
Deferred income | Note 24 | ||
Other contract liabilities | Note 24 | ||
Trade and other payables | Note 27 | ||
Current income tax liabilities | Note 22 | ||
Short-term provisions | Note 31 | ||
Borrowings and bank overdrafts | Note 28 | ||
Short-term bonds | Note 28 | ||
Short-term lease liabilities | Note 28 | ||
Total current liabilities | |||
Total liabilities | |||
Total equity and liabilities |
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Consolidated statement of changesin total equity
Legal reserves | Other reserves | |||||||||
| Issued | Share | Non- | ||||||||
| share | premium | Legal reserve | Hedge | Translation | Treasury | Retained | Shareholders’ | controlling | ||
| in millions of euros | capital | reserve | participations | reserve | reserve | shares | earnings | equity | interests | Total equity |
Balance at January 1, 2022 | ( | ( | ||||||||
Profit for the year | ||||||||||
Other comprehensive income/(loss) for the year | ||||||||||
Total comprehensive income for theyear | ||||||||||
| Transactions with owners of the company, recognized directly | ||||||||||
| in equity: | ||||||||||
Share-based payments | ||||||||||
Cancelation of shares | ( | ( | ||||||||
Release LTIP shares | ( | |||||||||
Final cash dividend 2021 | ( | ( | ( | |||||||
Interim cash dividend 2022 | ( | ( | ( | |||||||
Repurchased shares | ( | ( | ( | |||||||
Other movements | ( | |||||||||
Balance at December 31, 2022 | ( | ( | ||||||||
Balance at January 1, 2023 | ( | ( | ||||||||
Profit for the year | ||||||||||
Other comprehensive income/(loss) for the year | ( | ( | ( | ( | ( | |||||
Total comprehensive income for theyear | ( | ( | ||||||||
| Transactions with owners of the company, recognized directly | ||||||||||
| in equity: | ||||||||||
Share-based payments | ||||||||||
Cancelation of shares | ( | ( | ||||||||
Release LTIP shares | ( | |||||||||
Final cash dividend 2022 | ( | ( | ( | |||||||
Interim cash dividend 2023 | ( | ( | ( | |||||||
Repurchased shares | ( | ( | ( | |||||||
Other movements | ( | |||||||||
Balance at December 31, 2023 | ( | ( | ||||||||
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Strategic report Governance Sustainability statements Financial statements Other information Consolidated financial statements
Notes to the consolidated financial statements
147 Wolters Kluwer 2023 Annual Report
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Strategic report Governance Sustainability statements Financial statements Other information Notes to the consolidated financial statements
Notes to the consolidated financial statements continued
Note 1 – General and basis of preparation continued
| Allocated | Pro-forma | Allocated | ||
| goodwill in | Reallocation | goodwill in | goodwill in | |
| groups of cash-generating units | 2022 | of goodwill | 2022 | 2023 |
Health Learning, Research & Practice | 567 | (567) | ||
Clinical Solutions (Health) | 557 | (557) | ||
Health | 1,124 | 1,124 | 1,111 | |
Tax & Accounting Americas and Asia Pacific | 1,131 | (1,131) | ||
Tax & Accounting Europe | 411 | (411) | ||
Tax & Accounting | 1,213 | 1,213 | 1,188 | |
Financial & Corporate Compliance | 1,122 | (102) | 1,020 | 987 |
Legal & Regulatory | 606 | (37) | 569 | 573 |
Corporate Performance & ESG | 468 | 468 | 463 | |
Total | 4,394 | 0 | 4,394 | 4,322 |
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Strategic report Governance Sustainability statements Financial statements Other information Notes to the consolidated financial statements
Notes to the consolidated financial statements continued
Note 1 – General and basis of preparation continued
| Main currency exchange rates | ||
rates to the euro | 2023 | 2022 |
U.S. dollar (average) | 1.08 | 1.05 |
U.S. dollar (at December 31) | 1.11 | 1.07 |
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Strategic report Governance Sustainability statements Financial statements Other information Notes to the consolidated financial statements
Notes to the consolidated financial statements continued
Note 2 – Material accounting policy information continued
Note 3 – Accounting estimates and judgments
The preparation of the financial statements in conformity with IFRS requires management
to make estimates, judgments, and assumptions that affect the application of policies and
reported amounts of assets and liabilities, the disclosed amounts of contingent assets and
liabilities, and the reported amounts of income and expense, that are not clear from other
sources. The estimates, judgments, and underlying assumptions are based on historical
experience and other factors that are believed to be reasonable under the circumstances.
Actual results may differ from those estimates and may result in material adjustments in the
next financial year(s).
The impact of climate-related matters was considered while preparing the financial
statements, with a focus on the potential financial impact on estimates and judgments
related to the impairment of non-financial assets. Hereby management considered the
outcome of an initial double materiality assessment and the group’s emission reduction
targets and associated abatement plans. Management concluded that the financial impact
of climate-related matters on estimates and judgments is not material.
The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to
accounting estimates are recognized in the period in which the estimate is revised if the
revision affects only that period, or the period of the revision and future periods if the
revision affects both current and future periods. Judgments made by management in the
application of IFRS that could have an effect on the financial statements and estimates with
the risk of a material adjustment in future years are further discussed in the corresponding
notes to the consolidated statements of profit or loss and financial position:
• Revenue recognition (see Note 6);
• Accounting for income taxes (see Note 15 and Note 22); and
• Valuation, measurement, and impairment testing of goodwill and intangible assets other
than goodwill (see Note 8 and Note 17).
Management believes that these risks are adequately covered in its estimates and judgments.
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Strategic report Governance Sustainability statements Financial statements Other information Notes to the consolidated financial statements
Notes to the consolidated financial statements continued
Note 4 – Benchmark figures
Benchmark figures refer to figures adjusted for non-benchmark items and, where
applicable, amortization and impairment ofgoodwill and acquired identifiable intangible
assets. Adjustedfigures are non-IFRS compliant financial figures but are internally regarded
as key performance indicators to measure the underlying performance of the business.
These figures are presented as additional information and do not replace the information
in the consolidated financial statements.
Non-benchmark items in operating profit
Non-benchmark items relate to income and expenses arising from circumstances or
transactions that, given their size and/or nature, are clearly distinct from the ordinary
activities of the group and are excluded from the benchmark figures. Apart from
amortization and impairment of acquired identifiable intangible assets and impairment of
goodwill, non-benchmark items in operating profit include the items below. Refer also to
Note 11 – Other gains and (losses).
Acquisition-related costs
Acquisition-related costs are non-recurring costs incurred by the group resulting from
acquisition activities. The acquisition-related costs are directly attributable to acquisitions,
such as legal fees, broker/bank costs, and commercial and financial due diligence fees, and
are included in other gains and losses in the consolidated statement of profit or loss.
Additions to acquisition integration provisions
Additions to acquisition integration provisions are those non-recurring costs incurred by
the group to integrate activities acquired through business combinations, and are included
in other gains and losses in the consolidated statement of profit or loss.
Fair value changes of contingent considerations
Results from changes in the fair value of contingent considerations are not considered to
be part of the ordinary activities of the group, and are included in other gains andlosses in
the consolidated statement of profit or loss.
Divestment-related results
Divestment-related results are event-driven gains and losses incurred by the group from
the sale of subsidiaries and/or businesses. These results also include divestment expenses
and restructuring of stranded costs, and are included in other gains and losses in the
consolidated statement of profit or loss.
Other non-benchmark items
Other non-benchmark items, which cannot be classified in the categories above, relate to
income and expenses arising from circumstances or transactions that, given their size or
nature, areclearly distinct from the ordinary activities of the group, andare excluded from
the benchmark figures.
Non-benchmark items in financing results
Non-benchmark items in financing results (total other finance income/(costs)) include the
below items. Refer also to Note 14 – Financing results.
Book results and fair value changes of financial assets measured at fair value through
profit or loss
This includes fair value changes of financial assets measured at fair value through profit
orloss and any gain or loss on the sale of financial assets measured at fair value through
profit or loss.
Financing component employee benefits
Financing component employee benefits relates to net interest results on the net defined
benefit liability or asset of the group’s defined benefit pension plans and other long-term
employee benefit plans.
Non-benchmark tax items in income taxexpense
This includes the income tax effect on non-benchmark items as defined above, and on the
amortization and impairment of acquired identifiable intangible assets, as well as the
income taxexpense relating to any material changes in income taxlawsand income tax
rates in the jurisdictions where WoltersKluwer operates.
Other non-benchmark items – Return on invested capital (ROIC)
Invested capital is defined as the summation of total assets excluding investments in
equity-accounted associates, deferred tax assets, non-operating working capital, and cash
and cash equivalents, minus current liabilities and non-current deferred income.
This total summation is adjusted for accumulated amortization on acquired identifiable
intangible assets, goodwill amortized pre-IFRS 2004, and goodwill written off to equity
prior to 1996 (excluding acquired identifiable intangible assets/goodwill that have been
impaired and/or fully amortized), less any related deferred tax liabilities. The average
invested capital is based on five measurement points during the year.
151 Wolters Kluwer 2023 Annual Report
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Notes to the consolidated financial statements continued
Note 4 – Benchmark figures continued
Benchmark figures
in millions of euros, unless otherwise stated 2023 2022
Change in
actual
currencies
(%)
Change in
constant
currencies
(%)
*
Revenues 5,584 5,453 2 5
Organic revenue growth (%) 6 6
Adjusted operating profit 1,476 1,424 4 6
Adjusted operating profit margin (%) 26.4 26.1
Adjusted net profit 1,119 1,059 6 7
Adjusted net financing costs Note 14 (27) (56) (51) (36)
Adjusted free cash flow 1,164 1,220 (5) (2)
Cash conversion ratio (%) 100 107
Return on invested capital (ROIC) (%) 16.8 15.5
Net debt Note 28 2,612 2,253 16
Net-debt-to-EBITDA ratio 1.5 1.3
Diluted adjusted EPS (€) 4.55 4.14 10
Diluted adjusted EPS in constant currencies (€)
*
4.66 4.17 12
Diluted adjusted free cash flow per share (€) 4.73 4.77 0 3
*
Constant currencies at €/$ 1.05.
Revenue bridge
€ million %
Revenues 2022 5,453
Organic change 310 6
Acquisitions 20 0
Divestments (76) (1)
Currency impact (123) (3)
Revenues 2023 5,584 2
Reconciliation between operating profit and adjusted operating profit
2023 2022
Operating profit 1,323 1,333
Amortization and impairment of acquired identifiable
intangible assets Note 13 146 160
Non-benchmark items in operating profit Note 11 7 (69)
Adjusted operating profit 1,476 1,424
Reconciliation between total financing results and adjusted net financingcosts
2023 2022
Total financing results Note 14 (27) (57)
Non-benchmark items in total financing results Note 14 0 1
Adjusted net financing costs (27) (56)
Reconciliation between profit for the year and adjusted net profit
2023 2022
Profit for the year attributable to the owners of the company (A) 1,007 1,027
Amortization and impairment of acquired identifiable intangibleassets 146 160
Tax benefits on amortization and impairment of acquired identifiable
intangible assets (37) (41)
Non-benchmark items, net of tax 3 (87)
Adjusted net profit (B) 1,119 1,059
Summary of non-benchmark items
2023 2022
Included in operating profit:
Other gains and (losses) Note 11 (7) 69
Included in total financing results:
Other finance income and (costs) Note 14 0 (1)
Total non-benchmark items before tax (7) 68
Tax benefits/(charges) on non-benchmark items 4 19
Impact of changes in tax rates Note 15 0 0
Non-benchmark items, net of tax (3) 87
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Notes to the consolidated financial statements continued
Note 4 – Benchmark figures continued
Reconciliation between net cash from operating activities and adjusted free cash flow
2023 2022
Net cash from operating activities 1,545 1,582
Net capital expenditure (323) (295)
Repayment of principal portion of lease liabilities (65) (72)
Paid acquisition-related costs Note 8 7 3
Paid divestment expenses Note 8 0 3
Dividends received 0 0
Income tax paid/(received) on divested assets and
consolidation of platform technology 0 (1)
Adjusted free cash flow (C) 1,164 1,220
Return on invested capital (ROIC)
in millions of euros, unless otherwise stated 2023 2022
Adjusted operating profit 1,476 1,424
Allocated tax (338) (322)
Net operating profit after allocated tax (NOPAT) 1,138 1,102
Average invested capital 6,780 7,120
ROIC (NOPAT/Average invested capital) (%) 16.8 15.5
Allocated tax is the adjusted operating profit multiplied by the benchmark tax rate.
Per share information
in euro, unless otherwise stated 2023 2022
Total number of ordinary shares outstanding at December 31
(in millions of shares) Note 32 240.5 248.7
Weighted-average number of ordinary shares (D)
(in millions of shares) Note 7 244.9 254.7
Diluted weighted-average number of ordinary shares (E)
(in millions of shares) Note 7 246.0 255.8
Adjusted EPS (B/D) 4.57 4.16
Diluted adjusted EPS (B/E) 4.55 4.14
Diluted adjusted EPS in constant currencies 4.66 4.17
Basic EPS (A/D) Note 7 4.11 4.03
Diluted EPS (A/E) Note 7 4.09 4.01
Adjusted free cash flow per share (C/D) 4.75 4.79
Diluted adjusted free cash flow per share (C/E) 4.73 4.77
Benchmark tax rate
in millions of euros, unless otherwise stated 2023 2022
Income tax expense Note 15 290 249
Tax benefits on amortization and impairment of acquired
identifiable intangible assets 37 41
Tax benefits/(charges) on non-benchmark items 4 19
Impact of changes in tax rates 0 0
Tax on adjusted profit (F) 331 309
Adjusted net profit (B) 1,119 1,059
Adjustment for non-controlling interests 0 0
Adjusted profit before tax (G) 1,450 1,368
Benchmark tax rate (F/G) (%) 22.9 22.6
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Note 4 – Benchmark figures continued
Cash conversion ratio
in millions of euros, unless otherwise stated 2023 2022
Operating profit 1,323 1,333
Amortization, impairment, and depreciation Note 13 445 466
EBITDA 1,768 1,799
Non-benchmark items in operating profit Note 11 7 (69)
Adjusted EBITDA 1,775 1,730
Autonomous movements in working capital 98 178
Net capital expenditure (323) (295)
Book (profit)/loss on sale of non-current assets 0 (4)
Repayment of principal portion of lease liabilities Note 19 (65) (72)
Interest portion of lease payments Note 19 (9) (9)
Adjusted operating cash flow (H) 1,476 1,528
Adjusted operating profit (I) 1,476 1,424
Cash conversion ratio (H/I) (%) 100 107
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| Note 5 – Segment reporting | ||||||||||||||
| Financial & | ||||||||||||||
| Tax & | Corporate | Legal & | Corporate | |||||||||||
in millions of euros, unless otherwise stated | Health | Accounting | Compliance | Regulatory | Performance & ESG | Corporate | Total | |||||||
reporting by segment | 2023 | 2022 | 2023 | 2022 | 2023 | 2022 | 2023 | 2022 | 2023 | 2022 | 2023 | 2022 | 2023 | 2022 |
Revenues from contracts with third parties | 1,508 | 1,448 | 1,466 | 1,394 | 1,052 | 1,056 | 875 | 916 | 683 | 639 | – | – | 5,584 | 5,453 |
Cost of revenues | (460) | (444) | (399) | (378) | (247) | (269) | (257) | (282) | (213) | (205) | – | – | (1,576) | (1,578) |
Gross profit | 1,048 | 1,004 | 1,067 | 1,016 | 805 | 787 | 618 | 634 | 470 | 434 | 0 | 0 | 4,008 | 3,875 |
Sales costs | (237) | (231) | (217) | (217) | (134) | (137) | (148) | (161) | (193) | (168) | – | – | (929) | (914) |
General and administrative costs | (401) | (396) | (388) | (363) | (286) | (282) | (358) | (366) | (250) | (226) | (66) | (64) | (1,749) | (1,697) |
Total operating expenses | (638) | (627) | (605) | (580) | (420) | (419) | (506) | (527) | (443) | (394) | (66) | (64) | (2,678) | (2,611) |
Other gains and (losses) | (4) | (1) | (2) | (2) | (2) | (5) | 2 | 78 | (1) | (1) | – | 0 | (7) | 69 |
Operating profit | 406 | 376 | 460 | 434 | 383 | 363 | 114 | 185 | 26 | 39 | (66) | (64) | 1,323 | 1,333 |
Amortization of acquired identifiable intangible assets | 44 | 37 | 17 | 19 | 18 | 19 | 26 | 26 | 41 | 39 | – | – | 146 | 140 |
Impairment of acquired identifiable intangible assets | – | 20 | – | – | – | – | – | – | – | – | – | – | 0 | 20 |
Non-benchmark items in operating profit | 4 | 1 | 2 | 2 | 2 | 5 | (2) | (78) | 1 | 1 | – | 0 | 7 | (69) |
Adjusted operating profit | 454 | 434 | 479 | 455 | 403 | 387 | 138 | 133 | 68 | 79 | (66) | (64) | 1,476 | 1,424 |
Amortization of other intangible assets and depreciation of PPE and right-of-use assets | (47) | (46) | (77) | (81) | (46) | (48) | (62) | (61) | (62) | (56) | 0 | 0 | (294) | (292) |
Impairment of other intangible assets, PPE, and right-of-use assets | 0 | (6) | (2) | (5) | 0 | (2) | (1) | (1) | (2) | 0 | – | – | (5) | (14) |
Goodwill and acquired identifiable intangible assets at December 31 | 1,260 | 1,300 | 1,284 | 1,321 | 1,159 | 1,217 | 725 | 743 | 766 | 813 | – | – | 5,194 | 5,394 |
Net capital expenditure | 49 | 42 | 74 | 67 | 58 | 52 | 58 | 61 | 84 | 73 | 0 | 0 | 323 | 295 |
Number of FTEs at December 31 | 3,333 | 3,116 | 7,276 | 6,693 | 3,056 | 3,112 | 4,033 | 3,892 | 3,215 | 3,111 | 143 | 132 | 21,056 | 20,056 |
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Note 5 – Segment reporting continued
| Total non-current assets per geographic region | ||||
| 2023 | 2022 | |||
| in millions of euros, unless otherwise stated | % | % | ||
715 | 11 | 676 | 11 | |
Europe (excluding the Netherlands) | 1,302 | 21 | 1,336 | 21 |
U.S. and Canada | 4,176 | 67 | 4,338 | 67 |
Asia Pacific | 76 | 1 | 85 | 1 |
Rest of World | 20 | 0 | 19 | 0 |
Total | 6,289 | 100 | 6,454 | 100 |
| Note 6 – Revenues | ||
2023 | 2022 | |
Revenues from contracts with third parties | 5,584 | 5,453 |
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Note 6 – Revenues continued
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Note 6 – Revenues continued
| Disaggregation of revenues | ||||||||||||
| Revenues by recognition pattern and contract length | Tax & | Financial & Corporate | Legal & | Corporate Performance | ||||||||
| Health | Accounting | Compliance | Regulatory | & ESG | Total | |||||||
reporting per segment | 2023 | 2022 | 2023 | 2022 | 2023 | 2022 | 2023 | 2022 | 2023 | 2022 | 2023 | 2022 |
| Revenue per recognition pattern | ||||||||||||
At a point in time recognition | 253 | 253 | 193 | 186 | 366 | 371 | 246 | 262 | 103 | 68 | 1,161 | 1,140 |
Over time recognition | 1,255 | 1,195 | 1,273 | 1,208 | 686 | 685 | 629 | 654 | 580 | 571 | 4,423 | 4,313 |
Revenues from contracts with third parties | 1,508 | 1,448 | 1,466 | 1,394 | 1,052 | 1,056 | 875 | 916 | 683 | 639 | 5,584 | 5,453 |
| Revenue per contract length | ||||||||||||
Contracts one year or less | 963 | 953 | 1,279 | 1,236 | 844 | 858 | 644 | 705 | 354 | 337 | 4,084 | 4,089 |
Multi-year contracts | 545 | 495 | 187 | 158 | 208 | 198 | 231 | 211 | 329 | 302 | 1,500 | 1,364 |
Revenues from contracts with third parties | 1,508 | 1,448 | 1,466 | 1,394 | 1,052 | 1,056 | 875 | 916 | 683 | 639 | 5,584 | 5,453 |
| Revenues by media format | Tax & | Financial & Corporate | Legal & | Corporate Performance | ||||||||
| Health | Accounting | Compliance | Regulatory | & ESG | Total | |||||||
reporting per segment | 2023 | 2022 | 2023 | 2022 | 2023 | 2022 | 2023 | 2022 | 2023 | 2022 | 2023 | 2022 |
Digital | 1,348 | 1,281 | 1,398 | 1,322 | 558 | 567 | 736 | 746 | 683 | 639 | 4,723 | 4,555 |
Services | 4 | 1 | 33 | 34 | 488 | 484 | 9 | 14 | 0 | 0 | 534 | 533 |
Print | 156 | 166 | 35 | 38 | 6 | 5 | 130 | 156 | – | – | 327 | 365 |
Revenues from contracts with third parties | 1,508 | 1,448 | 1,466 | 1,394 | 1,052 | 1,056 | 875 | 916 | 683 | 639 | 5,584 | 5,453 |
| Recurring/non-recurring revenues | ||||||||||||
| Tax & | Financial & Corporate | Legal & | Corporate Performance | |||||||||
| Health | Accounting | Compliance | Regulatory | & ESG | Total | |||||||
reporting per segment | 2023 | 2022 | 2023 | 2022 | 2023 | 2022 | 2023 | 2022 | 2023 | 2022 | 2023 | 2022 |
Recurring revenues | 1,374 | 1,307 | 1,339 | 1,287 | 704 | 676 | 683 | 708 | 443 | 410 | 4,543 | 4,388 |
Non-recurring revenues | 134 | 141 | 127 | 107 | 348 | 380 | 192 | 208 | 240 | 229 | 1,041 | 1,065 |
Revenues from contracts with third parties | 1,508 | 1,448 | 1,466 | 1,394 | 1,052 | 1,056 | 875 | 916 | 683 | 639 | 5,584 | 5,453 |
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Note 6 – Revenues continued
| Revenues by type | ||||
Digital and service subscription | 4,134 | 2023 | 3,950 | 2022 |
Print subscription | 136 | 157 | ||
Other recurring | 273 | 281 | ||
Total recurring revenues | 4,543 | 4,388 | ||
Print books | 120 | 129 | ||
Legal Services transactional | 283 | 299 | ||
Financial Services transactional | 128 | 134 | ||
| Other non-recurring | 510 | 503 | ||
Total non-recurring revenues | 1,041 | 1,065 | ||
Revenues from contracts with third parties | 5,584 | 5,453 |
| Revenues per geographic region | ||||
| 2023 | 2022 | |||
| in millions of euros, unless otherwise stated | % | % | ||
The Netherlands | 227 | 4 | 204 | 4 |
Europe (excluding the Netherlands) | 1,342 | 24 | 1,356 | 25 |
U.S. and Canada | 3,577 | 64 | 3,476 | 64 |
Asia Pacific | 345 | 6 | 333 | 6 |
Rest of World | 93 | 2 | 84 | 1 |
Revenues from contracts with third parties | 5,584 | 100 | 5,453 | 100 |
| Profit for the year | |||
2023 | 2022 | ||
Profit for the year attributable to the owners of the company (A) | 1,007 | 1,027 | |
| Weighted-average number of ordinary shares for the year | |||
in millions of shares, unless otherwise stated | 2023 | 2022 | |
Outstanding ordinary shares at January 1 | Note 32 | 257.5 | 262.5 |
Effect of cancelation of shares | (3.4) | (1.9) | |
Effect of repurchased shares | (9.2) | (5.9) | |
Weighted-average number of ordinary shares (B) | 244.9 | 254.7 | |
Basic EPS (A/B) (€) | 4.11 | 4.03 |
| Diluted weighted-average number of ordinary shares for the year | ||
in millions of shares, unless otherwise stated | 2023 | 2022 |
Weighted-average number of ordinary shares (B) | 244.9 | 254.7 |
Effect of long-term incentive plan (LTIP) | 1.1 | 1.1 |
Diluted weighted-average number of ordinary shares (C) | 246.0 | 255.8 |
Diluted EPS (A/C) (€) | 4.09 | 4.01 |
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Note 8 – Acquisitions and divestments continued
| Acquisitions | |||||
| 2023 | 2022 | ||||
| Carrying | Fair value | Recognized | Recognized | ||
| amounts | adjustments | values | values | ||
Consideration payable in cash | 60 | 92 | |||
| Deferred and contingent | |||||
| considerations at fair value: | |||||
Non-current | 2 | 2 | |||
Current | 2 | 1 | |||
Total consideration | 64 | 95 | |||
Intangible assets other than goodwill | Note 17 | 1 | 50 | 51 | 77 |
Other non-current assets | Note 19 | 0 | 0 | 2 | |
Current assets | 7 | 7 | 4 | ||
Current liabilities | (9) | (9) | (2) | ||
Non-current liabilities | Note 28 | (1) | (1) | (2) | |
Deferred tax assets/(liabilities) | 0 | (10) | (10) | (19) | |
Fair value of net identifiable assets | (2) | 40 | 38 | 60 | |
Goodwill on acquisitions | Note 17 | 26 | 35 | ||
| Cash effect of acquisitions: | |||||
Consideration payable in cash | 60 | 92 | |||
Cash acquired | (2) | (1) | |||
| Deferred and contingent | |||||
considerations paid | Note 29 | 3 | 1 | ||
| Acquisition spending, net of cash | |||||
acquired | 61 | 92 |
| Contribution of 2023 acquisitions | ||||
| Adjusted | FTEs at | |||
| operating | Profit for | December | ||
in millions of euros, unless otherwise stated | Revenues | profit | the year | 31, 2023 |
Totals excluding the impact of 2023 acquisitions | 5,570 | 1,475 | 1,009 | 20,947 |
Contribution of 2023 acquisitions | 14 | 1 | (2) | 109 |
Totals for the year 2023 | 5,584 | 1,476 | 1,007 | 21,056 |
Pro forma contribution of 2023 acquisitions for the period January 1, 2023, up to acquisition date | ||||
(unaudited) | 5 | 1 | (3) | |
Pro forma totals for the year 2023 | 5,589 | 1,477 | 1,004 | 21,056 |
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Note 8 – Acquisitions and divestments continued
| Divestment-related results on operations and financial assets | |||
2023 | 2022 | ||
| Divestment of operations: | |||
Consideration receivable in cash | 5 | 114 | |
Consideration receivable | 5 | 114 | |
Intangible assets | – | 0 | |
Other non-current assets | – | 0 | |
Current assets (including assets held for sale) | – | 110 | |
Current liabilities (including liabilities held for sale) | – | (77) | |
Deferred tax assets/(liabilities) | 1 | 0 | |
Net identifiable assets/(liabilities) | 1 | 33 | |
Reclassification of foreign exchange differences on loss of control to profit or loss, previously recognized in other comprehensive income | – | (1) | |
Book profit/(loss) on divestments of operations | 4 | 80 | |
Divestment-related costs | 0 | (3) | |
Restructuring of stranded costs following divestments | Note 31 | – | (2) |
Divestment-related results included in other gains and (losses) | Note 11 | 4 | 75 |
| Divestment of financial assets | |||
Consideration receivable in cash | 3 | – | |
Carrying value of financial assets | 0 | – | |
Divestment-related results included in total financing results | Note 14 | 3 | 0 |
| Cash effect of divestments: | |||
Consideration receivable in cash | 8 | 114 | |
Cash included in divested operations | – | (8) | |
Receipts from divestments, net of cash disposed | 8 | 106 |
| Note 9 – Sales costs | |||
2023 | 2022 | ||
Marketing and promotion costs | 253 | 263 | |
Sales-related costs – sales commissions directly expensed | 157 | 162 | |
Sales-related costs – amortization of capitalized sales commissions | Note 24 | 29 | 29 |
Other sales-related costs | 383 | 359 | |
Customer support costs | 84 | 80 | |
| Additions to and releases from loss allowances on trade receivables | |||
and unbilled revenues | Note 24 | 23 | 21 |
Total | 929 | 914 |
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| Note 10 – General and administrative costs | |||
2023 | 2022 | ||
Research, development, and editorial costs | 591 | 541 | |
General and administrative operating expenses | 1,012 | 996 | |
| Amortization and impairment of acquired identifiable | |||
intangible assets | Note 13 | 146 | 160 |
Total | 1,749 | 1,697 |
| Note 11 – Other gains and (losses) | |||
2023 | 2022 | ||
Acquisition-related costs | Note 8 | (7) | (3) |
Additions to acquisition integration provisions | Note 31 | (4) | (3) |
Fair value changes of contingent considerations | Note 29 | 0 | 0 |
Divestment-related results | Note 8 | 4 | 75 |
Total | (7) | 69 | |
| Note 12 – Employee benefit expenses | |||
in millions of euros, unless otherwise stated | 2023 | 2022 | |
Salaries and wages and other benefits | 1,848 | 1,769 | |
Social security charges | 161 | 159 | |
Medical cost benefits | 101 | 94 | |
Expenses related to defined contribution plans | 96 | 89 | |
Expenses related to defined benefit plans | Note 30 | 16 | 29 |
Equity-settled share-based payments | Note 33 | 31 | 28 |
Total | 2,253 | 2,168 |
| Employees | ||
Headcount at December 31 | 21,438 | 20,511 |
Thereof employed in the Netherlands | 1,176 | 1,150 |
In full-time equivalents at December 31 | 21,056 | 20,056 |
In full-time equivalents average per annum | 20,810 | 20,061 |
*
| Note 13 – Amortization, impairment, and depreciation | |||
2023 | 2022 | ||
Amortization of acquired identifiable intangible assets | Note 17 | 146 | 140 |
Impairment of acquired identifiable intangible assets | Note 17 | – | 20 |
Amortization of other intangible assets | Note 17 | 204 | 195 |
Impairment of other intangible assets | Note 17 | 5 | 13 |
Depreciation of property, plant, and equipment | Note 18 | 23 | 26 |
Impairment of property, plant, and equipment | Note 18 | 0 | 1 |
Depreciation of right-of-use assets | Note 19 | 67 | 71 |
Total | 445 | 466 | |
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| Note 14 – Financing results | |||
| Financing income | 2023 | 2022 | |
| Interest income for financial assets measured at amortized cost: | |||
Interest income on short-term bank deposits | 50 | 20 | |
Interest income on bank balances and other Other financing income: | 5 | 1 | |
Derivatives – foreign exchange contracts, not qualifying as hedge | 0 | 0 | |
Total financing income | 55 | 21 | |
| Financing costs | |||
| Interest expense for financial liabilities measured at amortized cost: | |||
| Interest expense on Euro Commercial Paper program and bank | |||
borrowings | (3) | 0 | |
Interest expense on bonds and private placements | (68) | (54) | |
Amortization of fee expense for debt instruments | Note 28 | (3) | (3) |
Interest expense on bank overdrafts and other Other financing expense: | (3) | (3) | |
Unwinding of discount of lease liabilities | Note 28 | (9) | (9) |
Net foreign exchange gains/(losses) | 7 | (5) | |
| Items in hedge relationships: | |||
Interest rate swaps | (3) | (3) | |
Foreign exchange gains/(losses) on loans subject to cash flow hedge | 15 | 11 | |
Net change in fair value of cash flow hedges reclassified from other comprehensive income | (15) | (11) | |
Total financing costs | (82) | (77) | |
Net financing results | (27) | (56) | |
| Other finance income and (costs) | |||
Divestment-related results on financial assets | Note 8 | 3 | – |
Fair value changes of financial assets | Note 21 | 0 | 0 |
Financing component employee benefits | Note 30 | (3) | (1) |
Total other finance income and (costs) | 0 | (1) | |
Total financing results | (27) | (57) |
| Note 15 – Income tax expense | |||||
2023 | 2022 | ||||
Current income tax expense | 300 | 286 | |||
Adjustments previous years | (2) | (13) | |||
| Deferred tax expense: | |||||
Changes in tax rates | 0 | 0 | |||
Origination and reversal of temporary differences | (8) | (24) | |||
Movements in deferred tax assets and liabilities | Note 22 | (8) | (24) | ||
Total | Note 22 | 290 | 249 |
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Note 15 – Income tax expense continued
2023 | 2022 | |||
in millions of euros, unless otherwise stated | % | % | ||
Profit before tax | 1,297 | 1,276 | ||
| Income tax expense at the Dutch statutory income | ||||
tax rate | 25.8 | 335 | 25.8 | 329 |
| Tax effect of: | ||||
Rate differential | (2.9) | (38) | (2.7) | (35) |
Tax incentives, exempt income, and divestments | (0.8) | (10) | (2.4) | (31) |
Recognized and unrecognized tax losses | 0.0 | 0 | (0.1) | (1) |
Adjustments previous years | (0.1) | (2) | (1.0) | (13) |
Changes in income tax rates | 0.0 | 0 | 0.0 | 0 |
Other taxes | 0.9 | 11 | 0.9 | 11 |
Non-deductible costs and other items | (0.5) | (6) | (1.0) | (11) |
Total | 22.4 | 290 | 19.5 | 249 |
ownership in % | 2023 | 2022 |
Akadémiai Kiadó Kft. (Budapest, Hungary) | 74 | 74 |
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| Note 17 – Goodwill and intangible assets other than goodwill | ||||||||||
| Acquired | ||||||||||
| identifiable | Other | |||||||||
| Customer | Technology | intangible | intangible | |||||||
| Position at January 1 | Goodwill | relationships | and content | Brand names | Other | assets | assets | 2023 | 2022 | |
Cost value | 4,394 | 1,134 | 808 | 494 | 3 | 2,439 | 2,011 | 8,844 | 8,498 | |
Accumulated amortization and impairment | – | (579) | (432) | (425) | (3) | (1,439) | (1,363) | (2,802) | (2,698) | |
Book value at January 1 | 4,394 | 555 | 376 | 69 | 0 | 1,000 | 648 | 6,042 | 5,800 | |
| Movements | ||||||||||
| Investments | – | – | – | – | – | 0 | 298 | 298 | 264 | |
Acquired through business combinations | Note 8 | 26 | 27 | 23 | 0 | – | 50 | 1 | 77 | 112 |
Disposal of assets | – | – | – | – | – | 0 | 0 | 0 | 0 | |
Net expenditures | 26 | 27 | 23 | 0 | 0 | 50 | 299 | 375 | 376 | |
Amortization | Note 13 | – | (70) | (65) | (11) | 0 | (146) | (204) | (350) | (335) |
Impairment | Note 13 | – | – | – | – | – | 0 | (5) | (5) | (33) |
Reclassifications | Note 8 | 9 | – | (13) | – | – | (13) | 1 | (3) | 2 |
Foreign exchange differences | (107) | (10) | (8) | (1) | 0 | (19) | (13) | (139) | 232 | |
Total movements | (72) | (53) | (63) | (12) | 0 | (128) | 78 | (122) | 242 | |
| Position at December 31 | ||||||||||
Cost value | 4,322 | 1,105 | 690 | 457 | 3 | 2,255 | 2,083 | 8,660 | 8,844 | |
Accumulated amortization and impairment | – | (603) | (377) | (400) | (3) | (1,383) | (1,357) | (2,740) | (2,802) | |
Book value at December 31 | 4,322 | 502 | 313 | 57 | 0 | 872 | 726 | 5,920 | 6,042 | |
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Notes to the consolidated financial statements continued
Note 17 – Goodwill and intangible assets otherthangoodwill
continued
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Note 17 – Goodwill and intangible assets otherthangoodwill
continued
| Acquired | ||||
| identifiable | Pro-forma | |||
| Goodwill | intangible assets | 2023 | 2022 | |
Health | 1,111 | 149 | 1,260 | 1,300 |
Tax & Accounting | 1,188 | 96 | 1,284 | 1,321 |
Financial & Corporate Compliance | 987 | 172 | 1,159 | 1,217 |
Legal & Regulatory | 573 | 152 | 725 | 743 |
Corporate Performance & ESG | 463 | 303 | 766 | 813 |
Total | 4,322 | 872 | 5,194 | 5,394 |
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Note 17 – Goodwill and intangible assets otherthangoodwill
continued
2023 | 2022 | |
Risk-free rate United States (in %) | 4.2 | 3.6 |
Risk-free rate Europe (in %) | 2.8 | 2.1 |
Market risk premium United States (in %) | 5.5 | 6.0 |
Market risk premium Europe (in %) | 6.0 | 6.8 |
Tax rate United States (in %) | 26.0 | 26.0 |
Tax rate Europe (in %) | 25.8 | 25.8 |
Re-levered beta | 0.80 | 0.79 |
| Applied | Allowed change (in basis points) | ||||
| weighted- | Decrease | Allocated | |||
| 2023 sensitivity per group of CGUs | average | Decline | Increase | in adjusted | goodwill at |
| in millions of euros, unless otherwise | growth | in growth | in discount | operating | December |
| stated | rate | rate | rate | profit margin | 31, 2023 |
Health | 2.3% | >300 | >300 | >300 | 1,111 |
Tax & Accounting | 2.2% | >300 | >300 | >300 | 1,188 |
Financial & Corporate Compliance | 2.3% | >300 | >300 | >300 | 987 |
Legal & Regulatory | 2.3% | >300 | >300 | >300 | 573 |
Corporate Performance & ESG | 2.2% | >300 | >300 | >300 | 463 |
Total | 2.3% | 4,322 | |||
| Applied | Allowed change (in basis points) | ||||
| weighted- | Decrease | Allocated | |||
| 2022 sensitivity per group of CGUs | average | Decline | Increase | in adjusted | goodwill at |
| in millions of euros, unless otherwise | growth | in growth | in discount | operating | December 31, |
| stated | rate | rate | rate | profit margin | 2022 |
Health Learning, Research & Practice | 2.1% | >300 | >300 | >300 | 567 |
Clinical Solutions | 2.2% | >300 | >300 | >300 | 557 |
Tax & Accounting Americas and Asia Pacific | 2.1% | >300 | >300 | >300 | 1,131 |
Tax & Accounting Europe | 2.0% | >300 | >300 | >300 | 411 |
Financial & Corporate Compliance | 2.2% | >300 | >300 | >300 | 1,122 |
Legal & Regulatory | 2.2% | >300 | >300 | >300 | 606 |
Total | 2.2% | 4,394 |
2023 | 2022 | ||
Acquired identifiable intangible assets – certain assets within Health | – | 20 | |
Other intangible assets | 5 | 13 | |
Total | Note 13 | 5 | 33 |
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| Land and | |||||
| Position at January 1 | buildings | Other PPE | 2023 | 2022 | |
Cost value | 121 | 196 | 317 | 380 | |
Accumulated depreciation and impairment | (87) | (151) | (238) | (305) | |
Book value at January 1 | 34 | 45 | 79 | 75 | |
| Movements | |||||
Investments | 5 | 21 | 26 | 28 | |
| Acquired through business | |||||
combinations | Note 8 | – | 0 | 0 | – |
Disposal of assets | – | (1) | (1) | 0 | |
Net expenditures | 5 | 20 | 25 | 28 | |
Depreciation | Note 13 | (6) | (17) | (23) | (26) |
Impairment | Note 13 | 0 | 0 | 0 | (1) |
Foreign exchange differences | (1) | (1) | (2) | 3 | |
Total movements | (2) | 2 | 0 | 4 | |
| Position at December 31 | |||||
Cost value | 92 | 176 | 268 | 317 | |
Accumulated depreciation and impairment | (60) | (129) | (189) | (238) | |
Book value at December 31 | 32 | 47 | 79 | 79 |
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Note 19 – Leasing continued
| Movement schedule of right-of-use assets | |||||
| Other | |||||
| Position at January 1 | Real estate | leases | 2023 | 2022 | |
Cost value | 596 | 89 | 685 | 658 | |
Accumulated depreciation and impairment | (338) | (64) | (402) | (357) | |
Book value at January 1 | 258 | 25 | 283 | 301 | |
| Movements | |||||
Additions from new leases | 16 | 11 | 27 | 27 | |
Acquired through business combinations | Note 8 | 0 | – | 0 | 2 |
Additions from contract modifications and reassessment of options | 7 | 1 | 8 | 27 | |
| Other movements from contract | |||||
modifications and reassessment of options | (3) | (1) | (4) | (14) | |
Net additions | 20 | 11 | 31 | 42 | |
Depreciation | Note 13 | (50) | (17) | (67) | (71) |
Foreign exchange differences | (6) | 0 | (6) | 11 | |
Total movements | (36) | (6) | (42) | (18) | |
| Position at December 31 | |||||
Cost value | 575 | 48 | 623 | 685 | |
Accumulated depreciation and impairment | (353) | (29) | (382) | (402) | |
Book value at December 31 | 222 | 19 | 241 | 283 |
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Notes to the consolidated financial statements continued
Note 19 – Leasing continued
| Contractual maturities of lease liabilities | |||
2023 | 2022 | ||
Within one year | 65 | 69 | |
Between one and two years | 55 | 59 | |
Between two and three years | 44 | 50 | |
Between three and four years | 36 | 40 | |
Between four and five years | 30 | 34 | |
Between five and ten years | 72 | 86 | |
Ten years and more | 1 | 10 | |
Effect of discounting | (31) | (35) | |
Total lease liabilities at December 31 | Note 28 | 272 | 313 |
| Cash outflow for leases | 2023 | 2022 | |
Interest portion of lease payments | 9 | 9 | |
Repayment of principal portion of lease liabilities | 65 | 72 | |
Total | 74 | 81 |
ownership in % | 2023 | 2022 |
Haoyisheng (Beijing, China) | 22 | 22 |
| Movement schedule of equity-accounted associates | ||
2023 | 2022 | |
Position at January 1 | 11 | 10 |
Share of profit of equity-accounted associates, net of tax | 1 | 0 |
Foreign exchange differences | (1) | 1 |
Position at December 31 | 11 | 11 |
| Total equity-accounted | ||||
associates | Group’s share | |||
2023 | 2022 | 2023 | 2022 | |
Total assets | 38 | 34 | 8 | 8 |
Total liabilities | 22 | 17 | 5 | 4 |
Total equity | 16 | 17 | 3 | 4 |
Revenues | 30 | 31 | 6 | 7 |
Net profit for the year | 3 | 1 | 1 | 0 |
| Note 21 – Financial assets | |||
2023 | 2022 | ||
Financial assets at fair value through profit or loss | 0 | 0 | |
Finance lease receivables | 1 | 1 | |
Derivative financial instruments | Note 29 | – | 17 |
Other non-current financial assets | 5 | 5 | |
Total | 6 | 23 |
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| Deferred tax assets and liabilities | ||||
temporary differences arising from: | Assets | Liabilities | 2023 | 2022 |
Intangible assets | 6 | (398) | (392) | (395) |
| Property, plant, and equipment, right-of-use | ||||
assets, and lease liabilities | 79 | (58) | 21 | 17 |
Employee benefits | 45 | (8) | 37 | 38 |
Tax value of loss carry-forwards recognized | 23 | – | 23 | 31 |
Other items | 102 | (21) | 81 | 72 |
Total before set-off of tax | 255 | (485) | (230) | (237) |
Set-off of tax | (204) | 204 | 0 | 0 |
Position at December 31 | 51 | (281) | (230) | (237) |
| Movements in temporary differences 2023 | ||||||
| Recognized | Recognized in | |||||
| Balance at | in profit or | equity and OCI | Foreign | Balance at | ||
| January 1, | Acquisitions/ | loss | comprehensive | exchange | December | |
| 2023 | divestments | (Note 15) | income | differences | 31, 2023 | |
Intangible assets | (395) | (7) | 1 | – | 9 | (392) |
| PPE, right-of-use | ||||||
| assets, and lease | ||||||
liabilities | 17 | – | 4 | – | 0 | 21 |
Employee benefits | 38 | – | 0 | 0 | (1) | 37 |
Tax value of loss carry- forwards recognized | 31 | – | (7) | – | (1) | 23 |
Other items | 72 | (1) | 10 | 0 | 0 | 81 |
Total | (237) | (8) | 8 | 0 | 7 | (230) |
| Movements in temporary differences 2022 | ||||||
| Recognized | Recognized in | |||||
| Balance at | in profit or | equity and OCI | Foreign | Balance at | ||
| January 1, | Acquisitions/ | loss | comprehensive | exchange | December | |
| 2022 | divestments | (Note 15) | income | differences | 31, 2022 | |
Intangible assets | (390) | (19) | 31 | – | (17) | (395) |
| PPE, right-of-use | ||||||
| assets, and lease | ||||||
liabilities | 1 | – | 16 | – | 0 | 17 |
Employee benefits | 37 | – | 4 | (5) | 2 | 38 |
Tax value of loss carry- forwards recognized | 38 | – | (9) | – | 2 | 31 |
Other items | 82 | 0 | (18) | 4 | 4 | 72 |
Total | (232) | (19) | 24 | (1) | (9) | (237) |
| Movements in overall tax position | |||
| Position at January 1 | 2023 | 2022 | |
Current income tax assets | 61 | 59 | |
Current income tax liabilities | (129) | (142) | |
Deferred tax assets | 62 | 62 | |
Deferred tax liabilities | (299) | (294) | |
Overall tax position | (305) | (315) | |
| Movements | |||
Total income tax expense | Note 15 | (290) | (249) |
Deferred tax from acquisitions and divestments | (8) | (19) | |
Current income tax from acquisitions and divestments | 0 | (1) | |
Deferred tax on items recognized directly in OCI | 0 | (1) | |
Paid income tax | 325 | 289 | |
Foreign exchange differences | 6 | (9) | |
Total movements | 33 | 10 | |
| Position at December 31 | |||
Current income tax assets | 86 | 61 | |
Current income tax liabilities | (128) | (129) | |
Deferred tax assets | 51 | 62 | |
Deferred tax liabilities | (281) | (299) | |
Overall tax position | (272) | (305) |
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Notes to the consolidated financial statements continued
Note 22 – Tax assets and liabilities continued
| Deferred tax on items recognized immediately in other comprehensive income and equity | ||||||
2023 | 2022 | |||||
| Amount | Amount | Amount | Amount | |||
| before | net of | before | net of | |||
Exchange differences on translation of foreign operations, recycling of foreign | tax | Tax | tax | tax | Tax | tax |
exchange differences on loss of control, and net investment hedges | (124) | 0 | (124) | 216 | 4 | 220 |
Gains/(losses) on cash flow hedges | (7) | – | (7) | 29 | – | 29 |
| Remeasurement gains/(losses) on defined | ||||||
benefit plans | (1) | 0 | (1) | 18 | (5) | 13 |
Recognized in other comprehensive income | (132) | 0 | (132) | 263 | (1) | 262 |
Share-based payments | 31 | – | 31 | 28 | – | 28 |
Recognized in equity | 31 | 0 | 31 | 28 | 0 | 28 |
| Note 23 – Inventories | ||
2023 | 2022 | |
Work in progress | 27 | 27 |
Finished products and trade goods | 57 | 52 |
Total | 84 | 79 |
Note 24 – Contract assets and liabilities
2023 | 2022 | |
Trade receivables | 1,087 | 1,088 |
Non-current contract assets | 18 | 17 |
Current contract assets | 160 | 153 |
Non-current deferred income | 102 | 112 |
Current deferred income | 1,899 | 1,858 |
Other current contract liabilities | 86 | 88 |
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Notes to the consolidated financial statements continued
Note 24 – Contract assets and liabilities continued
Estimates and judgments
Costs to obtain a contract – capitalized sales commissions
The assessment of the nature of sales commission plans for meeting the capitalization
criteria requires judgment. The applicable amortization period of the incremental cost to
obtain a contract is estimated by the group by matching the useful life of the capitalized
sales commissions with the expected benefits of the underlying contract.
| Loss allowances | |||
2023 | 2022 | ||
Position at January 1 | 85 | 83 | |
Additions to loss allowances | Note 9 | 34 | 33 |
Releases from loss allowances | Note 9 | (11) | (12) |
Usage of loss allowances | (22) | (22) | |
Foreign exchange differences | (1) | 3 | |
Position at December 31 | 85 | 85 |
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Notes to the consolidated financial statements continued
Note 24 – Contract assets and liabilities continued
| Contract assets | ||||||
| Cost to | Cost to | |||||
| Unbilled | obtain a | fulfill a | ||||
| current and non-current | revenues | contract | contract | 2023 | 2022 | |
Position at January 1 | 101 | 41 | 28 | 170 | 157 | |
Recognized as revenues in the year | 502 | – | – | 502 | 465 | |
Newly recognized cost to fulfill a contract | – | – | 519 | 519 | 473 | |
Transferred to trade receivables | (501) | – | (506) | (1,007) | (932) | |
Newly recognized cost to obtain a contract | – | 30 | – | 30 | 28 | |
| Amortization of capitalized sales | ||||||
commissions | Note 9 | – | (29) | – | (29) | (29) |
| Autonomous movements in contract | ||||||
assets | 1 | 1 | 13 | 15 | 5 | |
| Acquired through business | ||||||
combinations | Note 8 | – | – | – | 0 | 1 |
Foreign exchange differences | (5) | (1) | (1) | (7) | 7 | |
Position at December 31 | 97 | 41 | 40 | 178 | 170 |
| Deferred income | |||
current and non-current | 2023 | 2022 | |
Position at January 1 | 1,970 | 1,822 | |
New and existing contracts with customers | 4,300 | 3,944 | |
Recognized as revenues from opening balance | (1,858) | (1,709) | |
Recognized as revenues in the year on new and existing contracts | (2,309) | (2,137) | |
Change in netting against trade receivables | (53) | (25) | |
Autonomous movements in deferred income | 80 | 73 | |
Acquired through business combinations | Note 8 | 6 | 0 |
Foreign exchange differences | (55) | 75 | |
Position at December 31 | 2,001 | 1,970 |
No material amount of revenues was recognized in 2023 from performance obligations
satisfied or partially satisfied in previous years because of events such as changes in
transaction price. Furthermore, the group did not have material changes in deferred income
because of contract modifications or changes in estimates.
The aggregate amount of the transaction price allocated to the remaining performance
obligations that are unsatisfied at year-end 2023 was €4,402 million (2022: €4,055 million), of
which €2,287 million was included in deferred income (2022: €1,970 million). The unfulfilled
performance obligations not recognized in deferred income relate to multi-year contracts
agreed with customers, whereby the group expects to satisfy these performance obligations
for a large part within one year and for the remainder between one to five years.
| Other contract liabilities | |||
2023 | 2022 | ||
Position at January 1 | 88 | 80 | |
Additions to provision for returns, refunds, and other | 121 | 140 | |
Usage of provision for returns, refunds, and other | (121) | (136) | |
Autonomous movements in other contract liabilities | 0 | 4 | |
Acquired through business combinations | Note 8 | – | 1 |
Foreign exchange differences | (2) | 3 | |
Position at December 31 | 86 | 88 |
| Note 25 – Other receivables | |||
2023 | 2022 | ||
Prepaid royalties | 14 | 16 | |
Non-current other receivables | 14 | 16 | |
Prepaid royalties | 56 | 55 | |
Other prepayments | 116 | 157 | |
VAT, sales tax, and other taxation | 16 | 19 | |
Miscellaneous receivables | 10 | 13 | |
Interest receivable | 2 | 5 | |
Derivative financial instruments | Note 29 | 2 | 1 |
Current other receivables | 202 | 250 |
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| Note 26 – Cash and cash equivalents | |||
2023 | 2022 | ||
Deposits | 649 | 909 | |
Cash and bank balances | 486 | 437 | |
| Total cash and cash equivalents in the consolidated statement | |||
of financial position | 1,135 | 1,346 | |
Minus: Bank overdrafts used for cash management purposes | Note 28 | (146) | (16) |
Total cash and cash equivalents minus bank overdrafts | 989 | 1,330 |
| Note 27 – Trade and other payables | |||
2023 | 2022 | ||
Trade payables | 165 | 147 | |
Salaries, holiday allowances, and other benefits | 285 | 276 | |
VAT, sales tax, social security premiums, and other taxation | 91 | 95 | |
Pension-related payables | 28 | 28 | |
Royalty payables | 87 | 88 | |
Other accruals and payables | 295 | 315 | |
Interest payable | 42 | 39 | |
Deferred and contingent acquisition payables | Note 29 | 4 | 2 |
Total | 997 | 990 |
| Nominal | |||||||
| Effective | interest | Repayment | Repayment | ||||
| in millions of euros, unless | Nominal | interest | rate in | commitments | commitments | ||
| otherwise stated | value | rate in % | % | 1-5 years | >5 years | 2023 | 2022 |
Bonds 2008-2028 (100.00 * ) | €36 | 6.812 | 6.748 | 36 | – | 36 | 36 |
Bonds 2014-2024 (99.164 * ) | €400 | 2.640 | 2.500 | – | – | 0 | 399 |
Bonds 2017-2027 (99.659 * ) | €500 | 1.575 | 1.500 | 499 | – | 499 | 499 |
Bonds 2020-2030 (99.292 * ) | €500 | 0.862 | 0.750 | – | 496 | 496 | 496 |
Bonds 2021-2028 (99.958 * ) | €500 | 0.307 | 0.250 | 499 | – | 499 | 498 |
Bonds 2022-2026 (99.922 * ) | €500 | 3.096 | 3.000 | 499 | – | 499 | 498 |
Bonds 2023-2031 (99.417 * ) | €700 | 3.877 | 3.750 | – | 694 | 694 | – |
Bonds, measured at amortized cost | 1,533 | 1,190 | 2,723 | 2,426 | |||
| Private placements | |||||||
2008-2038, measured at amortized cost | – | 127 | 127 | 142 | |||
| Deferred and contingent | |||||||
acquisition payables, measured at fair value | 1 | – | 1 | 2 | |||
Other debt, measured at amortized cost | 21 | – | 21 | 16 | |||
| Derivative financial | |||||||
| instruments, measured | |||||||
| at fair value | – | 5 | 5 | – | |||
Other long-term debt | 22 | 5 | 27 | 18 | |||
| Total long-term debt | |||||||
(excluding lease liabilities) | 1,555 | 1,322 | 2,877 | 2,586 | |||
| Lease liabilities | 209 | 244 | |||||
Total long-term debt | 3,086 | 2,830 | |||||
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Notes to the consolidated financial statements continued
Note 28 – Net debt continued
| Reconciliation long-term debt to net debt | |||
2023 | 2022 | ||
Total long-term debt | 3,086 | 2,830 | |
| Borrowings and bank overdrafts: | |||
Euro Commercial Paper program | 50 | – | |
Bank overdrafts, measured at amortized cost | Note 26 | 146 | 16 |
Total borrowings and bank overdrafts | 196 | 16 | |
Bonds 2013-2023 | – | 700 | |
Bonds 2014-2024 | 400 | – | |
Short-term lease liabilities | 63 | 69 | |
| Deferred and contingent acquisition payables measured | |||
at fair value | Note 29 | 4 | 2 |
Total short-term debt | 663 | 787 | |
Gross debt | 3,749 | 3,617 | |
| Minus: | |||
Cash and cash equivalents | Note 26 | (1,135) | (1,346) |
| Derivative financial instruments: | |||
Non-current assets | Note 21 | – | (17) |
Current assets | Note 25 | (2) | (1) |
Net debt | 2,612 | 2,253 |
| Lease liabilities | |||||||
current and non current | 2023 | 2022 | |||||
Position at January 1 | 313 | 331 | |||||
Additions from new leases | 27 | 27 | |||||
Acquired through business combinations | Note 8 | 0 | 2 | ||||
Contract modifications and reassessments of options | 4 | 10 | |||||
Repayment of lease liabilities (interest and principal portion) | (74) | (80) | |||||
Unwinding of discount of lease liabilities | Note 14 | 9 | 9 | ||||
Foreign exchange differences | (7) | 14 | |||||
Position at December 31 | 272 | 313 | |||||
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Note 28 – Net debt continued
| 2023 | |
2025 | 12 |
2026 | 509 |
2027 | 499 |
2028 | 535 |
Due after 2028 | 1,322 |
Long-term debt | 2,877 |
Short-term debt (2024) | 600 |
Total (excluding lease liabilities) | 3,477 |
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Notes to the consolidated financial statements continued
Note 29 – Financial risk management continued
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Note 29 – Financial risk management continued
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Note 29 – Financial risk management continued
2023 | 2022 | |
Revenues | (38) | (37) |
Adjusted operating profit | (13) | (12) |
Operating profit | (12) | (11) |
Adjusted net profit | (8) | (8) |
Profit for the year | (8) | (7) |
Shareholders’ equity at December 31 | (36) | (38) |
Adjusted free cash flow | (11) | (12) |
| Exchange | Interest | ||||
| in millions, unless | Type of | rate movement | rate movement | ||
otherwise stated | Hedged risk | Amount | instrument | € | € |
| Changes in ¥ floating | Cross-currency | ||||
| interest payments and | interest | ||||
| Cash flow hedge | ¥ exchange rates | ¥20,000 | rate swaps | (1) | (1) |
| Changes of the U.S. dollar | |||||
| net investments due to | |||||
| Net investment | fluctuations of U.S. dollar | Forward | |||
| hedge | exchange rates | $275 | contracts | 2 | 0 |
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Note 29 – Financial risk management continued
| Contractual cash flows 2023 | Contractual cash flows 2022 | ||||||||||||
| Contractual | Less | More | Contractual | Less | More | ||||||||
| Carrying | undiscounted | than | 1-2 | 2-5 | than | Carrying | undiscounted | than | 1-2 | 2-5 | than | ||
| Non-derivative financial liabilities | amount | cash flows | 1 year | years | years | 5 years | Non-derivative financial liabilities | amount | cash flows | 1 year | years | years | 5 years |
| (excl. lease liabilities) | (excl. lease liabilities) | ||||||||||||
| Bonds: | Bonds: | ||||||||||||
Bonds 2008-2028 | 36 | 47 | 2 | 2 | 43 | – | Bonds 2008-2028 | 36 | 49 | 2 | 2 | 7 | 38 |
Bonds 2014-2024 | 400 | 410 | 410 | – | – | – | Bonds 2013-2023 | 700 | 720 | 720 | – | – | – |
Bonds 2017-2027 | 499 | 531 | 8 | 8 | 515 | – | Bonds 2014-2024 | 399 | 420 | 10 | 410 | – | – |
Bonds 2020-2030 | 496 | 527 | 4 | 4 | 11 | 508 | Bonds 2017-2027 | 499 | 539 | 8 | 8 | 523 | – |
Bonds 2021-2028 | 499 | 506 | 1 | 1 | 504 | – | Bonds 2020-2030 | 496 | 530 | 4 | 4 | 11 | 511 |
Bonds 2022-2026 | 499 | 545 | 15 | 15 | 515 | – | Bonds 2021-2028 | 498 | 507 | 1 | 1 | 4 | 501 |
Bonds 2023-2031 | 694 | 910 | 26 | 26 | 79 | 779 | Bonds 2022-2026 | 498 | 560 | 15 | 15 | 530 | – |
| Private placements: | Private placements: | ||||||||||||
Private placements 2008-2038 | 127 | 189 | 4 | 4 | 13 | 168 | Private placements 2008-2038 | 142 | 216 | 5 | 5 | 14 | 192 |
| Long- and short-term deferred and | Long- and short-term deferred and | ||||||||||||
contingent acquisition payables | 5 | 5 | 4 | 1 | – | – | contingent acquisition payables | 4 | 4 | 2 | 2 | – | – |
Other debt | 21 | 21 | – | 11 | 10 | – | Other debt | 16 | 16 | – | 8 | 8 | – |
Borrowings and bank overdrafts | 196 | 196 | 196 | – | – | – | Borrowings and bank overdrafts | 16 | 16 | 16 | – | – | – |
Trade payables | 183 | 183 | 183 | – | – | – | Trade payables | 147 | 147 | 147 | – | – | – |
Total | 3,655 | 4,070 | 853 | 72 | 1,690 | 1,455 | Total | 3,451 | 3,724 | 930 | 455 | 1,097 | 1,242 |
| Derivative financial instruments | Derivative financial instruments | ||||||||||||
(Receipts) (252) | (252) | (Receipts) | (260) | (260) | |||||||||
Payments | 249 | 249 | Payments | 258 | 258 | ||||||||
Foreign exchange derivatives | (2) | (3) | (3) | 0 | 0 | 0 | Foreign exchange derivatives | (1) | (2) | (2) | 0 | 0 | 0 |
(Receipts) | (189) | (4) | (4) | (13) | (168) | (Receipts) | (216) | (5) | (5) | (14) | (192) | ||
Payments | 238 | 8 | 8 | 23 | 199 | Payments | 245 | 8 | 8 | 23 | 206 | ||
Cross-currency interest rate swaps | 5 | 49 | 4 | 4 | 10 | 31 | Cross-currency interest rate swaps | (17) | 29 | 3 | 3 | 9 | 14 |
Total derivative financial liabilities/(assets) | 3 | 46 | 1 | 4 | 10 | 31 | Total derivative financial liabilities/(assets) | (18) | 27 | 1 | 3 | 9 | 14 |
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Note 29 – Financial risk management continued
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2023 | 2022 | ||||||
| Non-derivative financial instruments: | Carrying value | Fair value | Level 1 | Level 2 | Level 3 | Carrying value | Fair value |
Financial assets at fair value through profit or loss | 0 | 0 | 0 | 0 | 0 | ||
| Unbilled revenues | 97 | 97 | 101 | 101 | |||
| Trade receivables | 1,087 | 1,087 | 1,088 | 1,088 | |||
| Miscellaneous receivables | 10 | 10 | 13 | 13 | |||
| Interest receivable | 2 | 2 | 5 | 5 | |||
| Cash and cash equivalents | 1,135 | 1,135 | 1,346 | 1,346 | |||
Total non-derivative financial assets | 2,331 | 2,331 | 0 | 2,553 | 2,553 | ||
Bonds 2008-2028 | 36 | 41 | 41 | 36 | 41 | ||
Bonds 2013-2023 | – | – | 700 | 701 | |||
Bonds 2014-2024 | 400 | 398 | 398 | 399 | 396 | ||
Bonds 2017-2027 | 499 | 479 | 479 | 499 | 459 | ||
Bonds 2020-2030 | 496 | 435 | 435 | 496 | 399 | ||
Bonds 2021-2028 | 499 | 449 | 449 | 498 | 417 | ||
Bonds 2022-2026 | 499 | 501 | 501 | 498 | 489 | ||
Bonds 2023-2031 | 694 | 727 | 727 | – | – | ||
Private placements 2008-2038 | 127 | 149 | 149 | 142 | 172 | ||
Long- and short-term deferred and contingent acquisition payables | 5 | 5 | 5 | 4 | 4 | ||
| Other debt | 21 | 21 | 16 | 16 | |||
| Borrowings and bank overdrafts | 196 | 196 | 16 | 16 | |||
| Trade payables | 183 | 183 | 147 | 147 | |||
| Interest payable | 42 | 42 | 39 | 39 | |||
Total non-derivative financial liabilities | 3,697 | 3,626 | 3,030 | 149 | 5 | 3,490 | 3,296 |
| Derivative financial instruments: | |||||||
Non-current assets | – | – | 17 | 17 | |||
Current assets | 2 | 2 | 2 | 1 | 1 | ||
Total derivative financial assets | 2 | 2 | 2 | 18 | 18 | ||
Non-current liabilities | 5 | 5 | 5 | – | – | ||
Total derivative financial liabilities | 5 | 5 | 5 | 0 | 0 | ||
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2023 | 2022 | ||
Balance at January 1 | 4 | 2 | |
Acquired through business combinations | Note 8 | 4 | 3 |
Settlements | Note 8 | (3) | (1) |
Fair value changes of contingent considerations | Note 11 | 0 | 0 |
Foreign exchange differences | 0 | 0 | |
Balance at December 31 | 5 | 4 |
| Fair value | Maximum | Fair value | |||
| December 31, | Of which: | Of which: | exposure | December 31, | |
| 2023 | short term | long term | (undiscounted) | 2022 | |
Total | 5 | 4 | 1 | 5 | 4 |
Note 30 – Employee benefits
2023 | 2022 | |
Retirement plans | 29 | 34 |
Other post-employment benefit plans | 45 | 44 |
Other long-term employment benefits | 7 | 7 |
Total | 81 | 85 |
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Estimates and judgments
The net plan assets or liabilities of the defined employee benefit plans and the costs
related to the pension and post-retirement medical plans are based on actuarial and
economic assumptions. The main economic assumptions are:
• Discount rate;
• Rate of pension increase;
• Inflation; and
• Medical trend rate.
For actuarial assumptions, the group uses generally accepted mortality rates (longevity
risk). The withdrawal rates and retirement rates are based on statistics provided by the
relevant entities based on past experiences.
Retirement plans and other post-employment benefit plans
The provisions for retirement and other post-employment plans relate to defined employee
benefit plans.
The group has arranged pension schemes in various countries for most of its employees
in accordance with the legal requirements, customs, and local situation of the countries
involved. These retirement schemes are partly managed by the group itself and partly
entrusted to external entities, such as company pension funds and insurance companies.
In addition, the group provides certain employees with other benefits upon retirement.
These benefits include contributions towards medical health plans in the U.S., where the
employer refunds part of the insurance premiums for retirees, or, in the case of uninsured
schemes, bears the medical expenses while deducting the participants’ contributions.
| Characteristics of material plans | |||
| Retirement plans | The Netherlands | United States | United Kingdom |
Type of benefits | Pensions | Pensions | Pensions |
Type of plan | Career average | Final salary | Final salary |
Status of plan | Open | Frozen | Frozen |
Service costs | Yes | No | No |
Status of plan funding | Funded | Funded | Funded |
| Other post-employment plans | Post-retirement | ||
| Type of benefits | medical plan | ||
| Annual insurance | |||
| Type of plan | premium coverage | ||
Status of plan | Closed | ||
Service costs | Yes | ||
Status of plan funding | Unfunded | ||
There are open retirement plans for new entrants in the Netherlands and Belgium.
The group has closed plans in Belgium, Canada, and Australia. A closed plan means that
no new members can join the pension plans. However, current participants in the plan can
still accrue for future service benefits, and therefore the plan incurs service costs for the
active participants.
If a plan is frozen, the plan is closed to new entrants and existing participants do not build
up future service benefit accruals. The group has frozen plans in the U.S. and the U.K.
These plans have no more annual service costs.
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Note 30 – Employee benefits continued
In addition to the retirement plans and other post-employment plans, the group has other
long-term employment benefit plans in Australia, Belgium, France, Germany, India, Japan,
Mexico, the Netherlands, New Zealand, Poland, and the U.S.
Retirement plans
The group has its largest defined benefit retirement plan in the Netherlands with defined
benefit obligations of €1.1 billion as of December 31, 2023, followed by the United Kingdom and
the United States with defined benefit obligations of €81 million and €67 million, respectively.
There are also retirement plans in Belgium, Canada (wound up in 2022), and Australia.
All plans are funded schemes.
The defined benefit plans in the Netherlands, the U.S., and the U.K. are insured with the
company’s self-administrated pension funds, which are separate legal entities with plan
assets being held independently of the group.
The Netherlands
In the Netherlands, the scheme is a career average salary-based scheme. Members accrue
a portion of their current salary at a rate calculated to enable them to reach a pension level
based on their average salary. The Dutch pension plan is subject to the supervision of the
Dutch Central Bank (DNB). The scheme funding level is determined by the new Financial
Assessment Framework (nFTK), whereby funding liabilities are determined based on a
120-month moving average of the 20-year forward rate. Benefit reductions, if necessary,
will be smoothed over time when recovery to full funding within eight years is not expected.
Reductions will amount to one-eighth of the deficit at the measurement date. Indexation of
pension entitlements will not be allowed at funding ratios below 110%, while full indexation
will be allowed only at funding ratios higher than approximately 139.2% (these are year- and
plan-specific).
The Dutch pension scheme has an unaudited 12-month rolling average coverage ratio of
127.5% at December 31, 2023 (2022: 129.4%). If this ratio is below 104%, a rolling eight-year
recovery plan should be submitted to the DNB, on an annual basis. The pension premiums are
in general based on contributions by the employer (two-thirds) and employees (one-third).
The total annual pension contribution has been determined at 24.5% of base salary for 2023,
of which the employer contributed the excess above the 24.0% basic premium. The pension
base is capped but will be corrected for inflation annually.
United States
The U.S. retirement scheme has an annual statutory valuation which forms the basis for
establishing the employer contribution each year (subject to ERISA and IRS minimums).
The U.S. scheme was a final salary-based scheme, based on years of credited service,
but is now a frozen plan. The pay and benefit accruals are frozen.
The plan fiduciaries of the U.S. scheme are required by law to act in the interests of the fund’s
beneficiaries. The fiduciary duties for the scheme are allocated between committees which
are staffed by senior employees of the group. The investment committee has the primary
responsibility for the investment and management of plan assets.
United Kingdom
The U.K. retirement scheme is a final salary-based scheme, but it is a frozen plan. The trustees
of the pension fund are required by law to act in the interests of the fund’s beneficiaries
and are responsible for the investment policy regarding the assets of the fund. The board
of trustees consists of an equal number of company-appointed and member-nominated
directors.
The level of funding is determined by statutory triennial actuarial valuations in accordance
with pension legislation. Where the scheme falls below 100% funded status, the group and the
scheme trustees must agree on how the deficit is to be remedied. A pension rate increase is
usually a fixed promise and is built into the funding requirement. The U.K. Pensions Regulator
has significant powers and sets out in codes and guidance the parameters for scheme
funding. At December 31, 2023, the future deficit contribution commitments were not larger
than the surplus in the U.K. plan and therefore there was no additional balance sheet liability
recognized in respect of these contributions (2022: no additional balance sheet liability).
Other post-employment plans
Other post-employment plans exist in the U.S., Canada, and Italy. These plans have no plan
assets and are unfunded. The main plan is the post-employment medical plan in the U.S.,
which was closed to new entrants in 2021. The group funds the U.S. post-employment medical
plan obligations on a pay-as-you-go basis. If healthcare costs in the future increase more
than anticipated, the actuarially determined liability, and as a result the related other
post-employment benefit plan expense, could increase along with future cash outflows.
Funding requirements
Funding requirements of the plans are based on local legislation and separate actuarial
valuations for which the assumptions differ from the assumptions used under
IAS 19 – Employee Benefits. The funding requirements are based on each pension fund’s
actuarial measurement framework set out in the funding policies of the individual plans.
In the Netherlands, there is no formal requirement to fund deficits of the plan by
the employer.
In the U.S., there are minimum contribution requirements. In case the statutory funded status
falls below certain thresholds, the U.S. Pension Protection Act requires the deficit to be
rectified with additional minimum employer contributions, spread over a seven-year period,
to avoid restrictions on the ability to pay some accelerated benefit forms, such as lump sums.
These funding levels are reassessed annually.
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Note 30 – Employee benefits continued
The trustees of the U.K. plan and the group finalized the latest triennial valuation in 2020 for
funding purposes in 2021. The U.K. Pensions Regulator has the power to demand more funding
and support where a pension scheme has been exposed to an unacceptable level of risk.
As part of the 2017 actuarial funding valuation, the parent company issued a guarantee of
£18 million (or €21 million at December 31, 2023), with a positive pledge issued by a Wolters
Kluwer U.K. group company in the event of paying dividends and/or repaying intercompany
loans. In addition, it has been agreed that there will be no planned deficit contribution until
2024, unless the coverage ratio will fall under 97%. The funding and guarantees will be
reassessed based on a new triennial valuation to be finalized in 2024.
Risk management of main plans in the group
The retirement and other post-employment plans expose the group to actuarial risks, such
as longevity risks, interest rate risks, investment and market risks, and currency risks.
The group has restructured employee benefit plans in the past by moving existing and newly
hired employees to defined contribution plans or by freezing the plans (either with no
future service benefit accruals and/or no new participants entering the plan). These redesigns
reduce or cancel future benefit accruals in the plans and consequently reduce the pace of
liability growth. The group also reviews periodically its financing and investment policies
(liability-driven investments) and its liability management (lump-sum offerings).
The various plans manage their balance sheet to meet their pension promise. By using asset
liability management (ALM) studies, major risk sources are identified, and the impact of
decisions is assessed by quantifying the potential impact on elements like future pensions,
contributions, and funded ratio. These ALM studies also determine risk and return measures
that consider the interests of all stakeholders. The outcome of these studies results in a
risk-return trade-off, taking the duration of pension liabilities into account, which will be an
integral part of the investment strategy. The investment strategy covers the allocation of
asset classes and hedging strategies, and also decisions on new and alternative asset classes,
passive versus active investments, leverage, and the use of derivatives.
Actuarial assumptions for retirement and other post-employment benefit plans
The discount rate is the yield rate at the end of the reporting period on high-quality corporate
bonds that have maturity dates approximating the terms of the group’s obligations and
that are denominated in the same currency in which the benefits are expected to be paid.
The calculation is performed annually by qualified actuaries.
The following weighted-average principal actuarial assumptions were used to determine
the pension expense and other post-employment plans’ expense for the year under review,
and defined benefit obligations at the end of the reporting period:
in % | 2023 | 2022 |
| Retirement plans | ||
Discount rate to discount the obligations at year end | 3.3 | 3.9 |
Discount rate for pension expense | 3.9 | 1.3 |
Expected rate of pension increases (in payment) at year end | 2.6 | 3.1 |
Expected rate of pension increases (in deferral) at year end | 2.5 | 3.1 |
Expected rate of inflation increase for pension expense | 2.1 | 2.3 |
| Other post-employment benefit plans | ||
Discount rate to discount the obligations at year end | 4.3 | 4.6 |
Discount rate for pension expense | 4.6 | 2.1 |
Medical cost trend rate | 3.0 | 3.0 |
For most of the retirement and other post-employment schemes, the discount rate is
determined or validated using a general accepted methodology in selecting corporate bonds
by the group advisory actuary. For the U.S. plans, the discount rate is based on the yield
curve/cash flow matching approach which uses spot yields from the standard FTSE and the
timing of the cash flows of the plan.
Mortality assumptions for the most important plans are based on the following retirement
mortality tables:
• The Netherlands: AG projection table 2022, including fund specific 2022 experience loading
(2022: AG projection table 2022, including fund-specific 2022 experience loading);
• U.S.: Pri-2012 Mortality Table with MP 2021 projections, being the current standard mortality
table (2022: Pri-2012 Mortality Table with MP 2021 projections); and
• U.K.: SAPS S3 (Year of Birth) CMI 2022 projections with 1.25% long-term improvement rate
(2022: SAPS S3 (Year of Birth) CMI 2019 projections with 1.25% long-term improvement rate).
Assumptions regarding future mortality experience are set based on actuarial advice and best
estimate mortality tables in the applicable countries.
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Note 30 – Employee benefits continued
The current life expectancies underlying the value of the defined benefit retirement
obligations at December 31, 2023, are as follows:
in years | The Netherlands | United States | United Kingdom |
Life expectancy at age of 65 now – Male | 21.8 | 20.6 | 22.2 |
Life expectancy at age of 65 now – Female | 24.2 | 22.6 | 24.0 |
Life expectancy aged 65 in 20 years – Male | 23.8 | 22.7 | 23.3 |
Life expectancy aged 65 in 20 years – Female | 26.2 | 25.0 | 25.3 |
Given the nature of the defined benefit obligations in Belgium, Italy, and Australia, with
lump-sum benefit payments at retirement date instead of annuity payments, the impact of
changing life expectancy after the retirement age on the plan liabilities is limited in these
countries.
| Sensitivity retirement plans | ||||
| Gross service cost | ||||
(excluding interest) | Defined benefit obligations | |||
2023 | Baseline | 19 | 1,352 | |
| Decrease of | Increase of | Decrease of | Increase of | |
| Change compared to baseline | assumption | assumption | assumption | assumption |
Discount rate (change by 1%) | 7 | (5) | 243 | (189) |
Pension increase rate (change by 0.5%) | (2) | 3 | (91) | 103 |
Inflation increase rate (change by 0.5%) | (3) | 4 | (114) | 131 |
Mortality table (change by one year) | – | 1 | (69) | 54 |
Gross service cost represents the annual accrual of liability due to another year of service,
excluding any interest or offsetting employee contributions, and therefore differs from the
current service cost included in the calculation of the pension expense.
| Sensitivity of the defined benefit obligations (DBO) of retirement plans in the consolidated | |||||
| statement of financial position and the defined benefit expense of the retirement plans | |||||
| in the consolidated statement of profit or loss (P&L) | The Netherlands | United States | United Kingdom | ||
DBO | P&L | DBO | P&L | DBO | P&L |
| Discount rate sensitivity | – | – | |||
| Pension increase sensitivity | – | – | – | ||
| Inflation rate sensitivity | – | – | – | ||
| Mortality sensitivity | – | – | |||
Pension rate increases are only applicable for the plans in the Netherlands and the United
Kingdom. Pension increases in the Netherlands are related to price inflation. However, these
increases are conditional and depend on the funding position of the Dutch pension fund.
Pension increases are therefore capped. The pension increase assumption is based on the
liability ceiling approach and determined as the rate of increase such that the present value
of vested benefits, including the assumed rate of pension increases, is not greater than the
fair value of plan assets. For 2023, this resulted in a Dutch pension increase assumption of
2.55% compared to 3.11% at year-end 2022.
Since the retirement plans in the United States and the United Kingdom are frozen, the
service cost is zero and not sensitive for changes in discount rate, pension increases, inflation,
or longevity.
| Sensitivity of other post-employment plans | |||
| Gross service costs | |||
(excluding interest) | Defined benefit obligations | ||
2023 | Baseline | 1 | 45 |
| Change compared to baseline | |||
Discount rate (by -1%) | 0 | (4) | |
Discount rate (by +1%) | 0 | 3 | |
The actual medical cost trend rate in the United States exceeds the applied medical cost
trend rate for its main medical plan, which is capped at 3% (2022: 3%) according to the plan
rules. The main U.S. medical plan is therefore hardly sensitive to medical cost increases.
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Note 30 – Employee benefits continued
| Defined benefit | Other post- | |||||||||
| Plan liabilities and plan assets | retirement plans | employment plans | ||||||||
| Defined benefit | Other post- | 2023 | 2022 | 2023 | 2022 | |||||
| retirement plans | employment plans | Pension expenses | ||||||||
2023 | 2022 | 2023 | 2022 | Employer service cost | 13 | 19 | 1 | 1 | ||
| Plan liabilities | Settlement gain | – | 0 | – | – | |||||
Fair value at January 1 | 1,263 | 1,645 | 44 | 52 | Past service costs – plan amendment | – | 7 | – | – | |
Settlements | – | (2) | – | – | Interest expense on irrecoverable surplus | 0 | 0 | – | – | |
Employer service cost | 13 | 19 | 1 | 1 | Interest expense on defined benefit obligations | 48 | 24 | 2 | 1 | |
Interest expense on defined benefit obligations | 48 | 24 | 2 | 1 | Interest income on plan assets | (47) | (24) | – | – | |
Administration costs and taxes | 2 | 2 | – | – | Administration costs and taxes | 2 | 2 | 0 | – | |
Benefits paid by fund | (54) | (50) | – | – | Total pension expense | 16 | 28 | 3 | 2 | |
Benefits paid by employer | – | – | (3) | (4) | Of which is included in: | |||||
Remeasurement (gains)/losses | 78 | (386) | 2 | (8) | Employee benefit expenses | Note 12 | 15 | 28 | 1 | 1 |
Acquired through business combinations | – | – | 0 | – | Other finance (income)/costs | Note 14 | 1 | 0 | 2 | 1 |
Contributions by plan participants | 4 | 3 | – | – | ||||||
Plan amendments and curtailments | – | 7 | – | – | ||||||
Foreign exchange differences | (2) | 1 | (1) | 2 | ||||||
Fair value at December 31 | 1,352 | 1,263 | 45 | 44 | ||||||
| Plan assets | ||||||||||
Fair value at January 1 | 1,240 | 1,641 | 0 | 0 | ||||||
Settlements | – | (2) | – | – | ||||||
Interest income on plan assets | 47 | 24 | – | – | ||||||
Return on plan assets greater than discount rate | 82 | (390) | – | 0 | ||||||
Benefits paid by fund | (54) | (50) | (3) | (4) | ||||||
Contributions by employer | 19 | 13 | 3 | 4 | ||||||
Contributions by plan participants | 4 | 3 | – | – | ||||||
Foreign exchange differences | (1) | 1 | – | – | ||||||
Fair value at December 31 | 1,337 | 1,240 | 0 | 0 | ||||||
| Funded status | ||||||||||
Deficit/(surplus) at December 31 | 15 | 23 | 45 | 44 | ||||||
Irrecoverable surplus | 14 | 11 | – | – | ||||||
Net liability at December 31 | 29 | 34 | 45 | 44 |
In 2023, there was an asset ceiling in the U.K. pension plan of €13 million (2022: €10 million).
The surplus is not recognized as a pension asset as there is no unconditional right to a refund
of this surplus from the U.K. scheme. The U.K. pension fund has no liability in respect of
minimum funding requirements (2022: no liability).
Plan amendments
In 2022, the Dutch pension fund decided to increase the accrual rate as of January 1, 2023,
from 1.58% to 1.875%. The 2022 decision on the higher accrual rate resulted in a plan
amendment loss of €7 million on the defined benefit obligations.
Employer contributions
The group’s employer contributions to be paid to the defined benefit retirement plans in 2024
are estimated at €10 million (2023: actual employer contributions of €19 million).
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Remeasurements
The pre-tax cumulative amount of remeasurement gains/losses recognized in the
consolidated statement of comprehensive income is as follows:
2023 | 2022 | |
Position at January 1 | (120) | (138) |
Recognized in other comprehensive income | (1) | 18 |
Cumulative amount at December 31 | (121) | (120) |
| Remeasurement gains/(losses) for the year | ||
2023 | 2022 | |
Remeasurement gains/(losses) due to experience adjustments | (62) | (17) |
Remeasurement gains/(losses) due to changes in demographic assumptions | 3 | (11) |
Remeasurement gains/(losses) due to changes in financial assumptions | (21) | 422 |
Remeasurement gains/(losses) on defined benefit obligations | (80) | 394 |
Return on plan assets greater/(lower) than discount rate | 82 | (390) |
| Change in irrecoverable surplus, other than interest and foreign | ||
exchange differences | (3) | 14 |
Recognized remeasurement gains on defined benefit plans in other comprehensive income | (1) | 18 |
Experience adjustments result from changes, such as changes in plan populations, data
corrections, and differences in cash flows.
Changes in demographic assumptions relate to differences between the current and previous
actuarial assumptions in mortality tables, rate of employee turnover, disability, and early
retirement.
Changes in financial assumptions relate to differences between the current and previous
actuarial assumptions, such as discount rate, pension rate increase, price increases, and
future salary and benefit levels.
The actual consolidated return on plan assets for the year ended December 31, 2023, was
a gain of €129 million (2022: loss of €366 million).
Duration
Duration is an indicator of the plan liabilities’ sensitivity for changes in interest rates. The
liability-weighted duration for the defined benefit plan liabilities at year end is as follows:
number of years | 2023 | 2022 |
| Retirement plans | ||
The Netherlands | 16.7 | 16.9 |
United Kingdom | 11.5 | 11.4 |
United States | 9.3 | 9.8 |
| Other post-employment plans | ||
United States | 6.7 | 7.1 |
Investment mix
The breakdown of plan assets as of December 31 is as follows:
| Equity | 2023 | Quoted | Unquoted | 2022 | Quoted | Unquoted |
Equity | 355 | 355 | – | 333 | 333 | – |
Private equity | 1 | – | 1 | 2 | – | 2 |
| Bonds | ||||||
Government bonds | 476 | 476 | – | 406 | 406 | – |
Corporate bonds | 183 | 183 | – | 194 | 194 | – |
Other bonds | 11 | 11 | – | – | – | – |
Asset-backed securities | 87 | 87 | – | 90 | 90 | – |
Other Insurance contracts | 130 | – | 130 | 124 | – | 124 |
Real estate | 93 | 42 | 51 | 95 | 39 | 56 |
Derivatives and other securities | (20) | (20) | – | (32) | (32) | – |
Cash | 21 | 21 | – | 28 | 28 | – |
Total | 1,337 | 1,155 | 182 | 1,240 | 1,058 | 182 |
At December 31, 2023, 86% of the plan assets relate to quoted financial instruments (2022:
85%). Plan assets do not include any direct investments in the group or financial instruments
issued by the group, nor do they include any property or other assets used by the group.
However, pension plans invest in index funds and as a result these plans may indirectly hold
financial instruments issued by the group.
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| Proportion of plan assets | ||
in % | 2023 | 2022 |
Equity | 27 | 27 |
Bonds | 57 | 56 |
Other | 16 | 17 |
Total | 100 | 100 |
| Note 31 – Provisions | ||
2023 | 2022 | |
Provision for restructuring commitments | 7 | 5 |
Provision for acquisition integration | 1 | 0 |
Restructuring provisions | 8 | 5 |
Legal provisions | 12 | 13 |
Other provisions | 6 | 6 |
Total | 26 | 24 |
Of which short term | 21 | 19 |
| Movements in provisions | ||||||
| Restructuring | Legal | Other | ||||
| Long-term provisions at | provisions | provisions | provisions | 2023 | 2022 | |
January 1 | 1 | 0 | 4 | 5 | 7 | |
Add: short-term provisions | 4 | 13 | 2 | 19 | 27 | |
Total provisions at January 1 | 5 | 13 | 6 | 24 | 34 | |
| Movements | ||||||
| Additions for restructuring | ||||||
of stranded costs | Note 8 | – | – | – | 0 | 2 |
| Additions for acquisition | ||||||
integration | Note 11 | 4 | – | – | 4 | 3 |
Other additions | 8 | 1 | 1 | 10 | 9 | |
Total additions | 12 | 1 | 1 | 14 | 14 | |
Appropriation of provisions | (9) | (1) | 0 | (10) | (15) | |
Release of provisions | 0 | (1) | (1) | (2) | (9) | |
Exchange differences | 0 | 0 | 0 | 0 | 0 | |
Total movements | 3 | (1) | 0 | 2 | (10) | |
Total provisions at December 31 | 8 | 12 | 6 | 26 | 24 | |
Less: short-term provisions | (8) | (11) | (2) | (21) | (19) | |
Long-term provisions at December 31 | 0 | 1 | 4 | 5 | 5 | |
193 Wolters Kluwer 2023 Annual Report
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Notes to the consolidated financial statements continued
| Number of shares | ||||||
| Number of | Minus: number of | Total number of ordinary | ||||
| ordinary shares | treasury shares | shares outstanding | ||||
| in thousands of shares, unless | ||||||
otherwise stated | 2023 | 2022 | 2023 | 2022 | 2023 | 2022 |
At January 1 | 257,516 | 262,516 | (8,802) | (4,324) | 248,714 | 258,192 |
Cancelation of shares | (9,000) | (5,000) | 9,000 | 5,000 | 0 | 0 |
Repurchased shares | – | – | (8,738) | (10,128) | (8,738) | (10,128) |
Long-term incentive plan | – | – | 535 | 650 | 535 | 650 |
At December 31 | 248,516 | 257,516 | (8,005) | (8,802) | 240,511 | 248,714 |
Issued share capital at €0.12 (€’000) | 29,822 | 30,902 | ||||
Proposed dividend per share (€) | 2.08 | 1.81 | ||||
| Proposed dividend distribution | ||||||
(€’000) | 502,722 | 453,421 |
194 Wolters Kluwer 2023 Annual Report
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Notes to the consolidated financial statements continued
Note 32 – Capital and reserves continued
| Dividend distributions over financial year | |||
2023 | 2022 | 2021 | |
Originally proposed dividend over financial year | 503 | 453 | 405 |
| Actual payments: | |||
Interim dividend (paid in the financial year) | 176 | 160 | 140 |
Final dividend (paid in the subsequent financial year) | 291 | 264 | |
Total dividend distribution | 451 | 404 |
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Notes to the consolidated financial statements continued
| Note 33 – Share-based payments | ||
2023 | 2022 | |
Long-term incentive plan | 29 | 28 |
Restricted Stock Units | 2 | – |
Total equity-settled share-based payments | 31 | 28 |
196 Wolters Kluwer 2023 Annual Report
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Notes to the consolidated financial statements continued
Note 33 – Share-based payments continued
| Fair value of Adjusted | Fair value | Fair value | |
| EPS and ROIC shares | EPS shares | TSR shares | |
| in euros | at grant date | at grant date | at grant date |
LTIP 2023-25 | 91.37 | – | 68.72 |
LTIP 2022-24 | 97.82 | – | 71.71 |
LTIP 2021-23 | 64.06 | – | 47.03 |
LTIP 2020-22 | – | 60.68 | 40.85 |
| LTIP 2020-22: number of shares vested and the cash equivalent thereof | |||||
| Increase in | Increase in | ||||
| conditional | conditional | Payout/ | |||
| Outstanding | number of | number of | vested shares | Cash value | |
| number of shares, | at December 31, | TSR shares | EPS shares | February 23, | vested |
| unless otherwise stated | 2022 | (25%) | (50%) | 2023 | shares |
Executive Board | 110,061 | 16,445 | 22,142 | 148,648 | 16,338 |
Senior management | 280,967 | 35,139 | 70,309 | 386,415 | 42,471 |
Total | 391,028 | 51,584 | 92,451 | 535,063 | 58,809 |
| LTIP 2021-23 | ||||
| Adjusted EPS- | ROIC- | TSR- | ||
number of shares | Total | condition | condition | condition |
Conditionally awarded grant 2021 | 456,649 | 132,695 | 88,463 | 235,491 |
Forfeited in previous years | (37,909) | (11,359) | (7,576) | (18,974) |
Shares outstanding at January 1, 2023 | 418,740 | 121,336 | 80,887 | 216,517 |
Forfeited during the year | (21,981) | (6,595) | (4,397) | (10,989) |
Effect of 150% vesting – EPS-performance | 57,440 | 57,440 | – | – |
Effect of 150% vesting – ROIC-performance | 38,326 | – | 38,326 | – |
Effect of 125% vesting – TSR-ranking | 51,424 | – | – | 51,424 |
Vested at December 31, 2023 | 543,949 | 172,181 | 114,816 | 256,952 |
197 Wolters Kluwer 2023 Annual Report
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Notes to the consolidated financial statements continued
Note 33 – Share-based payments continued
| LTIP 2022-24 | ||||
| Adjusted EPS- | ROIC- | TSR- | ||
base number of shares at 100% payout | Total | condition | condition | condition |
Conditionally awarded grant 2022 | 303,253 | 88,324 | 58,886 | 156,043 |
Forfeited in previous years | (562) | (169) | (112) | (281) |
Shares outstanding at January 1, 2023 | 302,691 | 88,155 | 58,774 | 155,762 |
Forfeited during the year | (19,211) | (5,761) | (3,841) | (9,609) |
Shares outstanding at December 31, 2023 | 283,480 | 82,394 | 54,933 | 146,153 |
| LTIP 2023-25 | Adjusted EPS- | ROIC- | TSR- | |
base number of shares at 100% payout | Total | condition | condition | condition |
Conditionally awarded grant 2023 | 338,699 | 98,605 | 65,708 | 174,386 |
Forfeited during the year | (989) | (297) | (198) | (494) |
Shares outstanding at December 31, 2023 | 337,710 | 98,308 | 65,510 | 173,892 |
| Overview of outstanding performance shares: LTIP 2022-24 and LTIP 2023-25 | ||||
base numbers of shares at 100% payout | LTIP 2022-24 | LTIP 2023-25 | Total | |
Conditionally awarded grant 2022 | 303,253 | – | 303,253 | |
Forfeited in previous years | (562) | – | (562) | |
Shares outstanding at January 1, 2023 | 302,691 | 0 | 302,691 | |
Conditionally awarded grant 2023 | – | 338,699 | 338,699 | |
Forfeited during the year | (19,211) | (989) | (20,200) | |
Shares outstanding at December 31, 2023 | 283,480 | 337,710 | 621,190 |
198 Wolters Kluwer 2023 Annual Report
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Notes to the consolidated financial statements continued
Note 33 – Share-based payments continued
| Fair value | Fair value | Fair value | |
| RSU shares | RSU shares | RSU shares | |
| at grant date | at grant date | at grant date | |
| in euros | March 1 | July 1 | November 1 |
RSU shares 2023 – one-year vesting period | 107.56 | 114.26 | 118.96 |
RSU shares 2023 – two-years vesting period | 105.46 | 111.98 | 116.55 |
RSU shares 2023 – three-years vesting period | 103.11 | 109.43 | 113.86 |
| Grant date | Grant date | Grant date | ||
| Conditionally awarded number of RSU shares, | Total number | March 1, | July 1, | November 1, |
| grant 2023 | of RSU shares | 2023 | 2023 | 2023 |
One-year vesting period | 11,951 | 333 | 589 | |
Two-years vesting period | 11,924 | 332 | 589 | |
Three-years vesting period | 11,832 | 332 | 588 | |
Total shares conditionally awarded | 38,470 | 35,707 | 997 | 1,766 |
Forfeitures during the year | (928) | (928) | – | – |
Shares outstanding at December 31, 2023 | 37,542 | 34,779 | 997 | 1,766 |
| Audit fees 2023 | |||
| Other Deloitte | |||
| Deloitte | member firms and | ||
| Accountants B.V. | affiliates | Total Deloitte | |
Statutory audit of annual accounts | 1.0 | 2.3 | 3.3 |
Other assurance services | 0.1 | 0.3 | 0.4 |
Tax advisory services | – | 0.0 | 0.0 |
Other non-audit services | – | 0.0 | 0.0 |
Total | 1.1 | 2.6 | 3.7 |
| Audit fees 2022 | Other Deloitte | ||
| Deloitte | member firms and | ||
| Accountants B.V. | affiliates | Total Deloitte | |
Statutory audit of annual accounts | 1.0 | 2.0 | 3.0 |
Other assurance services | 0.1 | 0.1 | 0.2 |
Tax advisory services | – | 0.0 | 0.0 |
Other non-audit services | – | 0.0 | 0.0 |
Total | 1.1 | 2.1 | 3.2 |
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Notes to the consolidated financial statements continued
2023 | 2022 | ||
Parental performance guarantees to third parties | 5 | 5 | |
Guarantee to the trustees of the U.K. retirement plan | Note 30 | 21 | 20 |
Real estate and other guarantees | 11 | 11 | |
Drawn bank credit facilities | 1 | 1 | |
Total | 38 | 37 |
in thousands of euros | 2023 | 2022 | ||
| Fixed compensation: | ||||
Salary | 2,308 | 2,260 | ||
Social security | 247 | 123 | ||
Defined contribution plan | 180 | 176 | ||
| Other benefits | 400 | 385 | ||
Total fixed compensation | 3,135 | 2,944 | ||
| Variable compensation: | ||||
STIP | 2,736 | 2,818 | ||
| LTIP | 6,307 | 6,405 | ||
Total variable compensation | 9,043 | 9,223 | ||
Sub-total fixed and variable compensation | 12,178 | 12,167 | ||
| Tax-related costs | (459) | (525) | ||
Total remuneration Executive Board | 11,719 | 11,642 |
200 Wolters Kluwer 2023 Annual Report
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Notes to the consolidated financial statements continued
Note 37 – Remuneration of the Executive Board and the
SupervisoryBoard continued
201 Wolters Kluwer 2023 Annual Report
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Strategic report Governance Sustainability statements Financial statements Other information Notes to the consolidated financial statements
Notes to the consolidated financial statements continued
Note 38 – Overview of significant subsidiaries continued
202 Wolters Kluwer 2023 Annual Report
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Strategic report Governance Sustainability statements Financial statements Other information Notes to the consolidated financial statements
Company financial statements
204 Company statement of profit or loss
204 Company statement of financial position
Notes to the company
financialstatements
205 Note 40 – Material accounting policy information
205 Note 41 – Financial assets
205 Note 42 – Other receivables
206 Note 43 – Cash and cash equivalents
206 Note 44 – Borrowings and bank overdrafts
206 Note 45 – Employee benefit expenses
207 Note 46 – Shareholders’ equity
209 Note 47 – Commitments and contingent liabilities
209 Note 48 – Details of participating interests
209 Note 49 – Profit appropriation
210 Authorization for issuance
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Strategic report Governance Sustainability statements Financial statements Other information Company financial statements
Company statement of
profit or loss
Company statement of
financial position
in millions of euros,
for the year ended December 31 2023 2022
General and administrative income 194 187
General and administrative costs (115) (115)
Operating profit 79 72
Financing income third parties 38 16
Financing income related parties 10 4
Financing costs third parties (80) (62)
Financing costs related parties (125) (29)
Net foreign exchange gains/(losses) 5 0
Total financing results (152) (71)
Profit/(loss) before tax (73) 1
Income tax expense (42) (40)
Profit/(loss) after tax (115) (39)
Results from subsidiaries, net of tax Note 41 1,122 1,066
Profit for the year 1,007 1,027
in millions of euros and before appropriation of results,
at December 31 2023 2022
Non-current assets
Financial assets Note 41 7,813 8,057
Other intangible assets 9 6
Deferred tax assets 6 5
Total non-current assets 7,828 8,068
Current assets
Other receivables Note 42 204 175
Cash and cash equivalents Note 43 627 896
Total current assets 831 1,071
Total assets 8,659 9,139
Equity
Issued share capital Note 32 30 31
Share premium reserve 87 87
Legal reserves 328 466
Other reserves 297 699
Undistributed profit 1,007 1,027
Shareholders’ equity Note 46 1,749 2,310
Non-current liabilities
Bonds Note 28 2,723 2,426
Private placements Note 28 127 142
Derivative financial instruments Note 28/29 5 –
Total non-current liabilities 2,855 2,568
Current liabilities
Debts to subsidiaries 3,403 3,490
Short-term bonds Note 28 400 700
Borrowings and bank overdrafts Note 44 186 13
Trade and other payables 66 58
Total current liabilities 4,055 4,261
Total liabilities 6,910 6,829
Total equity and liabilities 8,659 9,139
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Strategic report Governance Sustainability statements Financial statements Other information Company financial statements
Notes to the company financialstatements
Comparatives
Comparative figures in Note 45 – Employee benefit expenses are restated as temporary staff
and contractors are no longer considered part of employee benefit expenses.
Certain other immaterial reclassifications were made to certain notes to conform to the
current year presentation and to improve insights. Thesereclassifications have had no impact
on the comparative shareholders’ equity andcomparative profit for the year.
Note 41 – Financial assets
2023 2022
Equity value of subsidiaries 7,813 8,040
Derivative financial instruments Note 29 – 17
Total 7,813 8,057
Movement equity value of subsidiaries
2023 2022
Position at January 1 8,040 7,352
Results from subsidiaries, net of tax 1,122 1,066
Dividends received from subsidiaries (1,221) (629)
Remeasurement gains/(losses) on defined benefit plans, net of tax (1) 18
Foreign exchange differences (127) 233
Position at December 31 7,813 8,040
Note 42 – Other receivables
2023 2022
Receivables from subsidiaries 195 158
Current income tax assets – 5
Interest receivable 2 5
Derivative financial instruments Note 29 2 1
Miscellaneous receivables and prepayments 5 6
Total 204 175
Note 40 – Material accounting policy information
General
The functional currency of the company is euro, the currency of primary economic
environment in which the company operates. The company financial statements are presented
in euros and rounded to the nearest million, unless otherwise indicated.
Reference is also made to the following notes tothe consolidated financial statements:
• Note 28 – Net debt;
• Note 29 – Financial risk management;
• Note 32 – Capital and reserves;
• Note 33 – Share-based payments;
• Note 34 – Related party transactions;
• Note 37 – Remuneration of the Executive Board and the Supervisory Board;
• Note 38 – Overview of significant subsidiaries; and
• Note 39 – Events after the reporting period.
Accounting policies
The company financial statements of Wolters Kluwer N.V. are prepared in accordance with the
Dutch Civil Code, Book 2, Title 9, with the application of the regulations of section 362.8
allowing the use of the same accounting policies as applied for the consolidated financial
statements. These accounting policies are described in the Notes to the consolidated financial
statements.
General and administrative income relates to brand royalty fees and management and service
fees, all charged to subsidiaries, and is recognized when earned.
Subsidiaries are valued using the equity method, applying the IFRS accounting policies as
endorsed by the European Union.
The company will, upon identification of a credit loss on an intercompany loan and/or
receivable, recognize a loss allowance.
Any related party transactions between Wolters Kluwer N.V. and its subsidiaries, equity-
accounted associates, pension funds, or members of the Supervisory Board and the
ExecutiveBoard are conducted atarm’s length with terms comparable to transactions
withthirdparties.
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Notes to the company financial statements continued
Note 43 – Cash and cash equivalents
Cash and cash equivalents comprise cash balances and bank deposits that are held as part of
the group’s cash management for the purpose of meeting short-term cash commitments.
Note 44 – Borrowings and bank overdrafts
2023 2022
Euro Commercial Paper program 50 –
Bank overdrafts 136 13
Total 186 13
Note 45 – Employee benefit expenses
2023 2022
*
Salaries and wages and other benefits 31 32
Social security charges 1 1
Costs of defined contribution plans 1 1
Expenses related to defined benefit plans 1 1
Equity-settled share-based payments Note 33 31 28
Total 65 63
Employees
In full-time equivalents at December 31 149 144
Thereof employed outside the Netherlands 22 22
In full-time equivalents average per annum 143 148
*
Prior year figures are restated since temporary staff and contractors are no longer reported within employee
benefit expenses.
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Notes to the company financial statements continued
Note 46 – Shareholders’ equity
Legal reserves Other reserves
Issued share
capital
Share
premium
reserve
Legal reserve
participations
Hedge
reserve
Translation
reserve
Treasury
shares
Retained
earnings
Undistributed
profit
Shareholders’
equity
Balance at January 1, 2022 32 87 118 (122) 219 (247) 1,602 728 2,417
Items that are or may be reclassified subsequently to the statement
ofprofitorloss:
Exchange differences on translation of foreign operations 231 231
Exchange differences on translation of equity-accounted associates 1 1
Recycling of foreign exchange differences on loss of control 1 1
Net gains/(losses) on hedges of net investments in foreign operations (17) (17)
Effective portion of changes in fair value of cash flow hedges 18 18
Net change in fair value of cash flow hedges reclassified to the statement
ofprofit or loss 11 11
Items that will not be reclassified to the statement of profit or loss:
Remeasurements on defined benefit plans 18 18
Tax on other comprehensive income:
Income tax on other comprehensive income 4 (5) (1)
Other comprehensive income/(loss) for the year, net of tax 0 0 0 16 233 0 13 0 262
Profit for the year 1,027 1,027
Total comprehensive income/(loss) for the year 0 0 0 16 233 0 13 1,027 1,289
Appropriation of profit previous year 728 (728) 0
Transactions with owners of the company, recognized directly in equity:
Share-based payments 28 28
Cancelation of shares (1) 451 (450) 0
Release LTIP shares 61 (61) 0
Final cash dividend 2021 (264) (264)
Interim cash dividend 2022 (160) (160)
Repurchased shares (1,000) (1,000)
Other movements 2 0 (2) 0
Balance at December 31, 2022 31 87 120 (106) 452 (735) 1,434 1,027 2,310
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Notes to the company financial statements continued
Note 46 – Shareholders’ equity continued
Legal reserves Other reserves
Issued share
capital
Share
premium
reserve
Legal reserve
participations
Hedge
reserve
Translation
reserve
Treasury
shares
Retained
earnings
Undistributed
profit
Shareholders’
equity
Balance at January 1, 2023 31 87 120 (106) 452 (735) 1,434 1,027 2,310
Items that are or may be reclassified subsequently to the statement
ofprofitorloss:
Exchange differences on translation of foreign operations (126) (126)
Exchange differences on translation of equity-accounted associates (1) (1)
Recycling of foreign exchange differences on loss of control – 0
Net gains/(losses) on hedges of net investments in foreign operations 3 3
Effective portion of changes in fair value of cash flow hedges (22) (22)
Net change in fair value of cash flow hedges reclassified to the statement
ofprofit or loss 15 15
Items that will not be reclassified to the statement of profit or loss:
Remeasurements on defined benefit plans (1) (1)
Tax on other comprehensive income:
Income tax on other comprehensive income 0 0 0
Other comprehensive income/(loss) for the year, net of tax 0 0 0 (4) (127) 0 (1) 0 (132)
Profit for the year 1,007 1,007
Total comprehensive income/(loss) for the year 0 0 0 (4) (127) 0 (1) 1,007 875
Appropriation of profit previous year 1,027 (1,027) 0
Transactions with owners of the company, recognized directly in equity:
Share-based payments 31 31
Cancelation of shares (1) 947 (946) 0
Release LTIP shares 54 (54) 0
Final cash dividend 2022 (291) (291)
Interim cash dividend 2023 (176) (176)
Repurchased shares (1,000) (1,000)
Other movements (7) 0 7 0
Balance at December 31, 2023 30 87 113 (110) 325 (734) 1,031 1,007 1,749
The legal reserves and treasury shares reserve are not available for dividend distribution to the owners of the company.
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Notes to the company financial statements continued
Guarantees
Pursuant to section 403 of the Dutch Civil Code, Book 2, the company has assumed joint and
several liability for the debts arising out of the legal acts of several subsidiaries in the
Netherlands. The relevant declarations were filed with and are open for inspection at the
Dutch Commercial Register for the district in which the legal entity respective to the liability
has its registered office.
The company has the following outstanding guarantees at December 31:
2023 2022
Parental performance guarantees to third parties 5 5
Guarantee to the trustees of the U.K. retirement plan 21 20
Drawn bank credit facilities 1 1
Total guarantees outstanding 27 26
At December 31, 2023, the total guarantees issued for bank credit facilities on behalf of several
subsidiaries amounted to €117 million (2022: €114 million), of which €116 million was not
utilized (2022: €113 million).
In October 2023, the company signed a mandate to execute up to €100 million in share
buybacks for the period starting January 2, 2024, up to and including February 19, 2024.
The company forms part of a Dutch fiscal unity and, pursuant to standard conditions, has
assumed joint and several liability for the tax liabilities of the fiscal unity.
Note 48 – Details of participating interests
A list of subsidiaries and affiliated companies, prepared in accordance with the relevant legal
requirements (Dutch Civil Code, Book 2, Part 9, Section 379), is filed at the offices of the
Chamber of Commerce of The Hague, the Netherlands.
An overview of significant subsidiaries is included in Note 38 – Overview of significant
subsidiaries.
Note 49 – Profit appropriation
2023 2022
Proposed dividend distribution Note 32 503 453
Proposed additions to retained earnings 504 574
Profit for the year 1,007 1,027
At the 2024 Annual General Meeting of Shareholders, the company will propose a final
dividend distribution of €1.36 per share to be paid in cash on June 4, 2024. This will bring
thetotal dividend for 2023 to €2.08 per share (2022: €1.81 per share), anincrease of 15% over
the prior year.
Note 47 – Commitments and contingent liabilities
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210 Wolters Kluwer 2023 Annual Report
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Strategic report Governance Sustainability statements Financial statements Other information Authorization for issuance
Independent auditor’s report
To the shareholders and the Supervisory Board of Wolters Kluwer N.V.
Report on the audit of the financial statements 2023 included in the
2023 Annual Report
Our opinion
We have audited the accompanying financial statements 2023 of Wolters Kluwer N.V., based in
Alphen aan den Rijn, the Netherlands. The financial statements comprise the consolidated
financial statements and the company financial statements as set out on pages 142 to 210 of
the 2023 Annual Report.
In our opinion:
• The accompanying consolidated financial statements give a true and fair view of the
financial position of Wolters Kluwer N.V. as at December 31, 2023, and of its result and its
cash flows for 2023 in accordance with International Financial Reporting Standards as
adopted by the European Union (EU-IFRS) and with Part 9 of Book 2 of the Dutch Civil Code;
and
• The accompanying company financial statements give a true and fair view of the financial
position of Wolters Kluwer N.V. as at December 31, 2023, and of its result for 2023 in
accordance with Part 9 of Book 2 of the Dutch Civil Code.
The consolidated financial statements comprise:
1. The consolidated statement of financial position as at December 31, 2023;
2. The following statements for 2023: the consolidated statement of profit or loss, the
consolidated statement of comprehensive income, the consolidated statement of
cashflows, and the consolidated statement of changes in total equity; and
3. The notes comprising a summary of the material accounting policy information and other
explanatory information.
The company financial statements comprise:
1. The company statement of financial position as at December 31, 2023;
2. The company statement of profit or loss for 2023; and
3. The notes comprising a summary of the material accounting policy information and other
explanatory information.
Basis for our opinion
We conducted our audit in accordance with Dutch law, including the Dutch Standards
onAuditing. Our responsibilities under those standards are further described in the
Ourresponsibilities for the audit of the financial statements section of our report.
We are independent of Wolters Kluwer N.V. in accordance with the EU Regulation on
specificrequirements regarding statutory audit of public-interest entities, the Wet toezicht
accountantsorganisaties (Wta, Audit firms supervision act), the Verordening inzake de
onafhankelijkheid van accountants bij assurance-opdrachten (ViO, Code of Ethics for
Professional Accountants, a regulation with respect to independence), and other relevant
independence regulations in the Netherlands. Furthermore, we have complied with the
Verordening gedrags- en beroepsregels accountants (VGBA, Dutch Code of Ethics).
We believe the audit evidence we have obtained is sufficient and appropriate to provide
abasis for our opinion.
Information in support of our opinion
We designed our audit procedures in the context of our audit of the financial statements as
awhole and in forming our opinion thereon. The following information in support of our
opinion was addressed in this context, and we do not provide a separate opinion or
conclusion on these matters.
Materiality
Based on our professional judgment, we determined the materiality for the financial
statements as a whole at €70 million (2022: €70 million). The materiality is based on 5.3% of
profit before tax (2022: 5.5%). We have also taken into account misstatements and/or possible
misstatements that in our opinion are material for the users of the financial statements for
qualitative reasons.
Materiality overview
Materiality for the financial statements as a whole €70 million
Basis for materiality 5.3% of profit before tax
Threshold for reporting misstatements €3.5 million
Audits of the group entities (components) were performed using materiality levels determined
by the judgment of the group engagement team, considering the materiality for the
consolidated financial statements as a whole and the reporting structure within the group.
For the significant components (i.e., business units CT Corporation U.S., UpToDate U.S., and
Tax& Accounting U.S.), the audits were performed using a materiality level of €30.8 million
(2022: €29.4 million). For the other components, the materiality levels are in the range of
€16.8million to €28.0 million (2022: €14.4 million to €26.5 million).
We agreed with the Supervisory Board that misstatements in excess of €3.5 million (2022:
€3.5million), which are identified during the audit, would be reported to them, as well as
smaller misstatements that in our view must be reported on qualitative grounds.
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Independent auditor’s report continued
Scope of the group audit
Wolters Kluwer N.V. is at the head of a group of entities. The financial information of this
group is included in the consolidated financial statements of Wolters Kluwer N.V.
Our group audit mainly focused on significant group entities. Our assessment of entities that
are significant to the group was done as part of our audit planning and was aimed to obtain
sufficient coverage of the risks of material misstatement for significant account balances,
classes of transactions, and disclosures that we have identified. In addition, we considered
qualitative factors as part of our assessment.
In establishing the overall group audit strategy and plan, we determined the type of work that
needed to be performed at the components by the group engagement team and by
component auditors. We responded to changes relevant to the group in 2023 in determining
the components in our scope and the nature of procedures to be performed. Where the work
was performed by component auditors, we determined the level of involvement we needed to
have in the audit work at those components to be able to conclude whether sufficient and
appropriate audit evidence had been obtained as a basis for our opinion on the financial
statements as a whole. With the exception of two, all component auditors are Deloitte
member firms. The group engagement team directed the planning, reviewed the work
performed by component auditors, and assessed and discussed the results and findings with
the component auditors. The direction and supervision of the component auditors was
partially performed remotely. Based on previous experience, appropriate direction and
supervision can be established through remote working policies. The group engagement team
held multiple virtual meetings with all the individual component auditors and management of
the relevant group entities, and participated in the relevant component auditor closing calls.
For the component auditor of the businesses in the United States, we conducted an on-site
file review during the year and remote follow-up procedures during our year-end procedures.
For other selected component auditors (for example, France and Italy), remote file reviews
were conducted to evaluate the work undertaken and to assess their findings.
The group consolidation, financial statements disclosures, and a number of central accounting
and/or reporting items were audited by the group engagement team. These items include
impairment testing on goodwill and acquired identifiable intangible assets, audit procedures
on acquisitions and divestment of certain assets and businesses, group accounting for
current and deferred income taxes, share-based payments, the Wolters Kluwer N.V. company
financial statements, and certain critical accounting positions subject to management
estimates. Specialists were involved among others in the areas of information technology;
accounting and reporting; post-employment benefit plans; forensic; valuation; and
environmental, social, and governance.
As part of our year-end audit procedures, we have considered our assessment of significant
group entities in order to ensure we have obtained appropriate coverage of the risks of
material misstatement for significant account balances, classes of transactions, and
disclosures that we have identified.
In summary, the group engagement team has:
• Performed procedures on key audit matters subject to central testing;
• Performed audit procedures on the company financial statements
• Used the work of Deloitte component auditors, or performed specific audit procedures
ourselves, when auditing the components in Europe (9) and North America (12), and used
the work of non-Deloitte component auditors in the United Kingdom (1) and the Netherlands
(1); and
• Performed analytical procedures at group level onthe other group entities.
The group entities subject to full-scope audits and audits of specified account balances and
classes of transactions comprise approximately 79% of consolidated revenues and
approximately 89% of consolidated total assets. For the remaining entities, we performed a
combination of specific audit procedures and analytical procedures at group level relating to
the risks of material misstatement for significant account balances, classes of transactions,
and disclosures that we have identified.
Audit coverage
Audit coverage of consolidated revenues 79%
Audit coverage of consolidated total assets 89%
By performing the procedures mentioned above at group entities, together with additional
procedures at group level, we have been able to obtain sufficient and appropriate audit
evidence about the group’s financial information to provide an opinion on the consolidated
financial statements.
Scope of audit approach on fraud risks and non-compliance with laws and regulations
In accordance with Dutch Standards on Auditing, we are responsible for obtaining reasonable
assurance that the financial statements taken as a whole are free from material
misstatements, whether due to fraud or error. Non-compliance with law and regulation may
result in fines, litigation, or other consequences for the group that may have a material effect
on the financial statements.
Audit approach on fraud risks
In identifying potential risks of material misstatements due to fraud, we obtained an
understanding of the group and its environment, including the entity’s internal controls. We
evaluated the group’s fraud risk assessment, and made inquiries with management, those
charged with governance, and others within the group, including but not limited to the
Corporate Risk Committee and Internal Control department. We evaluated several fraud risk
factors to consider whether those factors indicated a risk of material misstatement due to
fraud. We involved our forensic specialists in our risk assessment and in determining the
auditresponses.
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Following these procedures, and the presumed risk under the prevailing auditing standards,
we considered the fraud risks in relation to management override of controls, including
evaluating whether there was evidence of bias by the Executive Board and other members of
management, which may represent a risk of material misstatement due to fraud.
As part of our audit procedures to respond to these fraud risks, we evaluated the design and
relevant aspects of the system of internal control and in particular the fraud risk assessment,
as well as among others the code of conduct, whistleblower procedures, and incident
registration. Furthermore, for certain SpeakUp cases, we evaluated management’s response
and remedial actions and measures. We evaluated the design and implementation and, where
considered appropriate, tested the operating effectiveness of the internal controls relevant to
mitigate these risks. As part of our process of identifying fraud risks, we evaluated fraud risk
factors with respect to financial reporting fraud, misappropriation of assets, and bribery and
corruption in close collaboration with our forensic specialists. We evaluated whether these
factors indicate that a risk of material misstatement due to fraud is present.
Further, we performed substantive audit procedures, including detail testing of journal entries
and supporting documentation in relation to post-closing adjustments. Data analytics,
including analyses of high risk journals, are part of our audit approach to address fraud risks,
which could have a material impact on the financial statements. The procedures prescribed
are in line with the applicable auditing standards and are not primarily designed to detect
fraud.
We identified the following fraud risks:
• Management override of controls; and
• Revenue (transactions) may be subject to manual adjustments outside the fulfillment
systems.
We incorporated elements of unpredictability in our audit. We also considered the outcome of
our other audit procedures and evaluated whether any findings were indicative of fraud or
non-compliance.
We considered available information and made inquiries of the Executive Board, directors
(including corporate and group accounting, internal audit, legal, corporate tax and divisional
CFOs), and the Supervisory Board.
We evaluated whether the selection and application of accounting policies by the group,
particularly those related to subjected measurements and complex transactions, may be
indicative of fraudulent financial reporting.
We evaluated whether the judgments and decisions made by management in making the
accounting estimates included in the financial statements indicate a possible bias that may
represent a risk of material misstatement due to fraud. Management insights, estimates, and
assumptions that might have a major impact on the financial statements are disclosed in Note
3 – Accounting estimates and judgments of the financial statements. We performed a
retrospective review of management judgments and assumptions related to significant
accounting estimates reflected in prior year financial statements. We refer to the audit
procedures as described in the separate section Our key audit matters below in addressing
fraud risks in connection with revenue recognition and potential management override on
specific estimates, such as those applied in the valuation of goodwill and acquired identifiable
intangible assets. Our procedures did not lead to indications of fraud potentially resulting in
material misstatements.
Audit approach on non-compliance with laws andregulations
We assessed the laws and regulations relevant to the group through discussion with
management, reading minutes and reports of internal audit, and inspection of selected
documents regarding compliance with laws and regulations. Where relevant, we involved our
forensic specialists in this evaluation.
As a result of our risk assessment procedures, and while realizing that the effects from
non-compliance could considerably vary, we considered the following laws and regulations:
adherence to (corporate) tax law and financial reporting regulations, the requirements under
the International Financial Reporting Standards as adopted by the European Union (EU-IFRS),
and Part 9 of Book 2 of the Dutch Civil Code with a direct effect on the financial statements as
an integrated part of our audit procedures, to the extent material for the related financial
statements. We obtained sufficient appropriate audit evidence regarding provisions of those
laws and regulations generally recognized to have a direct effect on the financial statements.
Apart from these, the group is subject to other laws and regulations where the consequences
of non-compliance could have a material effect on amounts and/or disclosures in the financial
statements, for instance, through imposing fines or litigation.
Given the nature of the group’s business and the complexity of the applicable laws and
regulations, we considered data and privacy regulation and whether there is a risk of non-
compliance with the requirements of such laws and regulations. In addition, we considered
major laws and regulations applicable to listed companies, including the Dutch Corporate
Governance Code, the EU Taxonomy for sustainable activities, and the European Single
Electronic Filing Reporting Format.
Our procedures are more limited with respect to these laws and regulations that do not have
a direct effect on the determination of the amounts and disclosures in the financial
statements. Compliance with these laws and regulations may be fundamental to the
operating aspects of the business, to the group’s ability to continue its business, or to avoid
material penalties (e.g., compliance with the terms of licenses, permits, or intellectual
property rights) and therefore non-compliance with such laws and regulations may have a
material effect on the financial statements. Our responsibility is limited to undertaking
specified audit procedures to help identify non-compliance with those laws and regulations
that may have a material effect on the financial statements. Our procedures are limited to (i)
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inquiry of management, the Supervisory Board, the Executive Board, and others within the
group as to whether the group is in compliance with such laws and regulations and (ii)
inspecting correspondence, if any, with the relevant licensing or regulatory authorities to help
identify non-compliance with those laws and regulations that may have a material effect on
the financial statements.
Naturally, we remained alert to indications of (suspected) non-compliance throughout
theaudit.
Finally, we obtained written representations that all known instances of (suspected) fraud
ornon-compliance with laws and regulations have been disclosed to us.
Audit approach on going concern
Our responsibilities, as well as the responsibilities of the Executive Board and the Supervisory
Board, related to going concern under the prevailing standards are outlined in the Description
of responsibilities regarding the financial statements section below. The Executive Board
hasassessed the going concern assumption, as part of the preparation of the consolidated
financial statements, and as disclosed in Note 1 – General and basis of preparation. The
Executive Board believes that no events or conditions give rise to doubt about the ability of
the group to continue in operation at least 12 months from the end of the reporting period.
We have obtained the Executive Board’s assessment of the entity’s ability to continue as a
going concern, and have assessed the going concern assumption applied. As part of our
procedures, we evaluated whether sufficient appropriate audit evidence has been obtained
regarding, and have concluded on, the appropriateness of Executive Board’s use of the going
concern basis of accounting in the preparation of the consolidated financial statements.
Based on these procedures, we did not identify any reportable findings related to the entity’s
ability to continue as a going concern.
Our key audit matters
Key audit matters are those matters that, in our professional judgment, were of most
significance in our audit of the financial statements. We have communicated the key audit
matters to the Supervisory Board. The key audit matters are not a comprehensive reflection
of all matters discussed.
The key audit matters were addressed in the context of our audit of the financial statements
as a whole and in forming our opinion thereon, and we do not provide a separate opinion on
these matters.
Key audit matters
Description How the key audit matter was addressed in our audit
Financial reporting implications of the new Corporate
Performance & ESG division
In 2023, a new division, Corporate Performance & ESG
(CP&ESG), was formed by bringing together four global
enterprise software businesses previously part of other
divisions. In addition to the creation of the new division,
the Enterprise Legal Management business was
transferred from the Governance, Risk & Compliance (GRC)
division to the Legal & Regulatory division. The GRC
division was renamed Financial & Corporate Compliance.
The changes in the group’s internal reporting structure
impact segment information and the annual goodwill
impairment test.
We obtained management’s assessment of the requirements of IFRS 8 – Operating Segments and how the formation of the
CP&ESG division impacted the disclosures in the consolidated financial statements. We obtained management’s calculation
to allocate assets to the new divisional structure.
We evaluated management’s assessment and compared it to the internal reporting structure and to how operating results
are reviewed by the group’s CODM to make decisions about resources to be allocated to the segment and assess its
performance.
We performed detailed testing on the aggregation of entities and on the separation and re-allocation of relevant financial
information across the new reporting structure.
We tested the application of the relative fair value method applied for the allocation of goodwill to the new groups of CGUs.
We evaluated if the method applied is in concurrence with IAS 36 – Impairment of Assets. We checked the consistency of
the allocation calculations with the prior periods and with the allocation of goodwill for disposals. Furthermore, we
observed that the formation of the CP&ESG division and related changes in the groups of CGUs did not affect the outcome
of the annual impairment test.
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Key audit matters continued
Description How the key audit matter was addressed in the audit
Financial reporting implications of the new Corporate
Performance & ESG division continued
The reporting structure was changed to the new structure
as disclosed in Note 1 – General and basis of preparation.
IFRS 8 - Operating Segments requires identification of
operating segments on the basis of internal reports that
are regularly reviewed by the Chief Operating Decision
Maker (CODM), which is Wolters Kluwer’s Executive Board as
disclosed in Note 5 – Segmentreporting.
The segment information, as included in Note 5 – Segment
reporting and Note 6 - Revenues, is based on the group’s
management and internal reporting structure, hence the
number of operating segments was changed to five (2022:
four) and aligned with the five global operating divisions.
Comparative figures have been restated for these newly
defined operating segments as disclosed in Note 1 –
General and basis of preparation.
Furthermore, as a consequence of the changed
segmentation, the composition of the groups of CGUs to
which goodwill has been allocated changed. The total
number of groups of CGUs for goodwill impairment testing
purposes changed to five groups of CGUs, aligned with the
segment reporting.
The segment information is an important disclosure in
the2023 Annual Report, and the allocation of goodwill
togroups of CGUs requires judgment and significantly
impacts the annual goodwill impairment test prepared
bymanagement. Therefore, we consider this a key
auditmatter.
Observations
We did not identify any material reportable matters in operating segment reporting, and in management’s calculations to
allocate goodwill to the new groups of CGUs, as well as the corresponding disclosures included in Note 5 – Segment
reporting, Note 6 – Revenues, and Note 17 – Goodwill and intangible assets other than goodwill.
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Key audit matters continued
Description How the key audit matter was addressed in our audit
Revenue and related controls
The group has its businesses in a large number of countries
and locations. In these businesses, products and services
are delivered using various ERP (including fulfillment)
systems, processes, and procedures throughout the group.
This impacts our audit effort on internal control over
financial reporting and therefore, we consider this a key
audit matter.
There is an inherent risk of the accuracy and completeness
of revenues and related IFRS 15 disclosures given the
complexity of the IT environment. Revenue (transactions)
may be subject to manual adjustments outside the
fulfillment systems. There is a risk of material
misstatement that these revenue adjustments are based
on manual journal entries that are non-valid, inaccurate,
and/or that allocate revenue to the improper period. The
group’s revenue recognition policies are disclosed in Note 6
– Revenues.
We have considered the group’s internal controls over financial reporting as a basis for designing and performing the audit
activities that are deemed appropriate for our audit. We are, however, not required to perform an audit on internal controls
over financial reporting and accordingly, we do not express an opinion on the effectiveness of the group’s controls over
financial reporting.
Our risk assessment in connection with revenue recognition did not change, since the overall product portfolio of the group
remained materially unchanged as compared to the prior year.
We have tailored our audit procedures to the diverse (local) IT landscapes and the implemented internal controls. We have
involved IT auditors to evaluate the group’s annual cyber assessment, and we have held inquiries with key stakeholders
addressing IT-related risks and cyber threats.
We tested the reliability and continuity of the automated data processing, solely to the extent necessary within the scope
of the consolidated financial statements audit. Where relevant to the audit, we have tested the operating effectiveness of IT
controls or performed additional substantive audit procedures, however our audit approach does not rely to a large extent
on automated controls.
The audit procedures performed on revenue recognition of existing contracts focused on manual adjustments, which could
impact the accuracy, occurrence, and cut-off of recorded revenue, especially around period-end. We obtained an
understanding of the revenue processes, and tested design and implementation of controls in place, including segregation
of duties, relevant to our audit.
The recognition of revenue, contract assets, and contract liabilities, including deferred income, was evaluated with the
underlying contract, customer acceptance form, and/or third-party delivery confirmation. We evaluated proper allocation of
the contract value to the different performance obligations and evaluated the revenue recognition patterns applied, in
accordance with IFRS 15.
We also evaluated the adequacy of the disclosures provided by the group in Note 6 – Revenues.
Observations
We have reported our observations on internal controls over financial reporting to the Supervisory Board and have
performed additional substantive audit procedures, where deemed needed, with satisfactory results. We did not identify
any material reportable matters in manual adjustments to revenue, revenue recognition, and corresponding disclosures
included in Note 6 – Revenues.
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Key audit matters continued
Description How the key audit matter was addressed in our audit
Valuation of goodwill
The group has €4,322 million of goodwill (December 31, 2022:
€4,394 million), as disclosed in Note 17 – Goodwill and
intangible assets other than goodwill. Goodwill represents
48% (2022: 46%) of consolidated total assets and 247% (2022:
190%) of consolidated total shareholders’ equity. Dueto the
magnitude of this balance to Wolters Kluwer’s financial
position and since the annual impairment test issubject to
management estimates, we consider this a keyaudit matter.
Goodwill is subject to an annual impairment test.
Thisannual impairment test was significant to our audit
because of its complexity involving significant estimates that
are affected by expected future market and
economicconditions.
The value-in-use of goodwill is dependent on expected
future cash flows from the underlying groups of CGUs
forgoodwill.
The impairment assessment prepared by management
includes a variety of internal and external factors.
Inconnection with these factors, management made
useofvaluation models, making significant estimates,
potentially subject to management override, particularly the
assumptions related to the adjusted operating profitmargin,
the average long-term growth rates, andweighted-average
cost of capital.
The annual impairment test for goodwill did not result in
animpairment. Management has disclosed the impairment
test method, the results of the tests as well as the impact of
sensitivities in Note 17 – Goodwill and intangible assets
other than goodwill.
We obtained an understanding of the process in place andidentified controls in the impairment assessment ofthe group
for goodwill as a basis for our substantive audit approach.
We obtained management’s annual impairment test and have evaluated the impairment test models. We involved valuation
specialists to assess the models used for the annual goodwill impairment test by management and the key assumptions
applied as outlined in Note 17 – Goodwill and intangible assets other than goodwill. Our valuation specialists assisted us
specifically in evaluating the weighted-average cost of capital and the average long-term growth rates applied, by
benchmarking against independent data and peers in the industry.
We focused on the sensitivity in the available headroom for the groups of CGUs, evaluating whether a reasonably possible
change in assumptions could cause the carrying amount to exceed its recoverable amount.
We evaluated management’s key assumptions used for cash flow projections (including adjusted operating profit margins),
weighted-average cost of capital, and average long-term growth rates. We compared rates with historical trends and
external data. We assessed the mathematical accuracy of the calculations and reconciled forecasted cash flows per group
of CGUs to authorized budgets and obtained an understanding how these budgets were compiled. We performed audit
procedures on the allocation of the overhead cost.
We also evaluated the adequacy of the disclosures provided by the group in Note 17 – Goodwill and intangible assets other
than goodwill in relation to its impairment assessment.
Observations
We did not identify any material reportable matters inmanagement’s valuation of goodwill or in the corresponding
disclosures included in Note 17 – Goodwill and intangible assets other than goodwill.
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Report on the other information included in the annual report
The annual report contains other information, in addition to the financial statements and our
auditor’s report thereon.
The other information consists of:
• Strategic report;
• Governance;
• Sustainability statements; and
• Other information as required by Part 9 of Book 2 of the Dutch Civil Code.
Based on the following procedures performed, we conclude that the other information:
• Is consistent with the financial statements and does not contain material misstatements;
and
• Contains all the information regarding the management report and the other information
asrequired by Part 9 of Book 2 of the Dutch Civil Code.
We have read the other information. Based on our knowledge and understanding obtained
through our audit of the financial statements or otherwise, we have considered whether the
other information contains material misstatements.
By performing these procedures, we comply with the requirements of Part 9 of Book 2 of
theDutch Civil Code and the Dutch Standard on Auditing 720. The scope of the procedures
performed is substantially less than the scope of those performed in our audit of the
financialstatements.
Management is responsible for the preparation of the other information, including the
strategic report, governance, and sustainability statements, in accordance with Part 9 of Book
2 of the Dutch Civil Code, and the other information as required by Part 9 of Book 2 of the
Dutch Civil Code.
Report on other legal and regulatory requirements and ESEF
Engagement
We were appointed by the General Meeting of Shareholders as auditor of Wolters Kluwer N.V.
on April 23, 2014, for the audit of the financial year 2015 and have operated as statutory
auditor ever since that financial year. In the General Meeting of Shareholders on April 19, 2018,
we were re-appointed for a period of four years for the financial years 2019 through 2022 and
in the General Meeting of Shareholders on April 22, 2022, we were re-appointed for the years
2023 and 2024.
No prohibited non-audit services
We have not provided prohibited non-audit services as referred to in Article 5(1) of the EU
Regulation on specific requirements regarding statutory audit of public-interest entities.
European Single Electronic Format
The group has prepared its annual report in European Single Electronic Format (ESEF).
Therequirements for this are set out in the Commission Delegated Regulation (EU) 2019/815
with regard to regulatory technical standards on the specification of a single electronic
reporting format (hereinafter: the RTS on ESEF).
In our opinion, the annual report, prepared in XHTML format, including the marked-up
consolidated financial statements, as included in the reporting package by the group
complies in all material respects with the RTS on ESEF.
Management is responsible for preparing the annual report including the financial statements
in accordance with the RTS on ESEF, whereby management combines the various components
into a single reporting package.
Our responsibility is to obtain reasonable assurance for our opinion whether the annual
report in this reporting package complies with the RTS on ESEF.
We performed our examination in accordance with Dutch law, including Dutch Standard on
Auditing 3950N ‘Assurance-opdrachten inzake het voldoen aan de criteria voor het opstellen
van een digitaal verantwoordingsdocument’ (assurance engagements relating to compliance
with criteria for digital reporting).
Our examination included among others:
• Obtaining an understanding of the company’s financial reporting process, including the
preparation of the reporting package; and
• Identifying and assessing the risks that the annual report does not comply in all material
respects with the RTS on ESEF and designing and performing further assurance procedures
responsive to those risks to provide a basis for our opinion, including:
• obtaining the reporting package and performing validations to determine whether the
reporting package containing the Inline XBRL instance and the XBRL extension taxonomy
files has been prepared in accordance with the technical specifications as included in the
RTS on ESEF; and
• examining the information related to the consolidated financial statements in the
reporting package to determine whether all required mark-ups have been applied and
whether these are in accordance with the RTS on ESEF.
Description of responsibilities regarding the financial statements
Responsibilities of management and the Supervisory Board for the financial statements
Management is responsible for the preparation and fair presentation of the financial
statements in accordance with EU-IFRS and Part 9 of Book 2 of the Dutch Civil Code.
Furthermore, management is responsible for such internal control as management
determines is necessary to enable the preparation of the financial statements that are
freefrom material misstatement, whether due to fraud or error.
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As part of the preparation of the financial statements, management is responsible for
assessing the group’s ability to continue as a going concern. Based on the financial reporting
frameworks mentioned, management should prepare the financial statements using the going
concern basis of accounting unless management either intends to liquidate the group or to
cease operations, or has no realistic alternative but to do so.
Management should disclose events and circumstances that may cast significant doubt on the
group’s ability to continue as a going concern in the financial statements.
The Supervisory Board is responsible for overseeing the group’s financial reporting process.
Our responsibilities for the audit of the financial statements
Our objective is to plan and perform the audit assignment in a manner that allows us to
obtain sufficient and appropriate audit evidence for our opinion.
Our audit has been performed with a high, but not absolute, level of assurance, which means
we may not detect all material errors and fraud during our audit.
Misstatements can arise from fraud or error and are considered material if, individually or in
the aggregate, they could reasonably be expected to influence the economic decisions of
users taken on the basis of these financial statements. The materiality affects the nature,
timing, and extent of our audit procedures and the evaluation of the effect of identified
misstatements on our opinion.
We have exercised professional judgment and have maintained professional skepticism
throughout the audit, in accordance with Dutch Standards on Auditing, ethical requirements,
and independence requirements. Our audit included among others:
• Identifying and assessing the risks of material misstatement of the financial statements,
whether due to fraud or error, designing and performing audit procedures responsive to
those risks, and obtaining audit evidence that is sufficient and appropriate to provide a
basis for our opinion. The risk of not detecting a material misstatement resulting from fraud
is higher than for one resulting from error, as fraud may involve collusion, forgery,
intentional omissions, misrepresentations, or the override of internal control.
• Obtaining an understanding of internal control relevant to the audit in order to design audit
procedures that are appropriate in the circumstances, but not for the purpose of expressing
an opinion on the effectiveness of the group’s internal control.
• Evaluating the appropriateness of accounting policies used and the reasonableness of
accounting estimates and related disclosures made by management.
• Concluding on the appropriateness of management’s use of the going concern basis of
accounting, and based on the audit evidence obtained, whether a material uncertainty
exists related to events or conditions that may cast significant doubt on the group’s ability
to continue as a going concern. If we conclude that a material uncertainty exists, we are
required to draw attention in our auditor’s report to the related disclosures in the financial
statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions
are based on the audit evidence obtained up to the date of our auditor’s report. However,
future events or conditions may cause the group to cease to continue as a going concern.
• Evaluating the overall presentation, structure, and content of the financial statements,
including the disclosures.
• Evaluating whether the financial statements represent the underlying transactions and
events in a manner that achieves fair presentation.
Because we are ultimately responsible for the opinion, we are also responsible for directing,
supervising, and performing the group audit. In this respect, we have determined the nature
and extent of the audit procedures to be carried out for group entities. Decisive were the size
and/or the risk profile of the group entities. On this basis, we selected group entities for
which an audit or review had to be carried out on the complete set of financial information
orspecific items.
We communicate with the Supervisory Board regarding, among others, the planned scope and
timing of the audit and significant audit findings, including any significant findings in internal
control that we identified during our audit. In this respect, we also submit an additional
report to the Supervisory Board in accordance with Article 11 of the EU Regulation on specific
requirements regarding statutory audit of public-interest entities. The information included
inthis additional report is consistent with our audit opinion in this auditor’s report.
We provide the Supervisory Board with a statement that we have complied with relevant
ethical requirements regarding independence, and to communicate with them all
relationships and other matters that may reasonably be thought to bear on our
independence, and where applicable, related safeguards.
From the matters communicated with the Supervisory Board, we determine the key audit
matters: those matters that were of most significance in the audit of the financial statements.
We describe these matters in our auditor’s report unless law or regulation precludes public
disclosure about the matter or when, in extremely rare circumstances, not communicating the
matter is in the public interest.
Amsterdam, February 20, 2024
Deloitte Accountants B.V.
B.E. Savert
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Other information
221 Articles of Association Provisions
Governing Profit Appropriation
222 Wolters Kluwer shares and bonds
226 Five-year key figures
227 Glossary
228 Contact information
Other
information
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Articles of Association Provisions Governing
ProfitAppropriation
Article 29 of the Articles of Association
Paragraph 1
From the profit as it appears on the annual accounts adopted by the General Meeting, a
dividend shall be distributed on the preference shares, whose percentage – calculated on the
paid part of the nominal amount – is equal to that of the average of the interest rate on Basis
Refinancing Transactions (Refi interest of the European Central Bank). These are weighted
according to the number of days over which this rate of interest applies during the financial
year over which the dividend was paid, increased by a debit interest rate to be determined by
the large Dutch banks and also increased by a margin determined by the Executive Board and
approved by the Supervisory Board of one percentage point (1%) minimum and four
percentage points (4%) maximum. The dividend on the preference shares shall be calculated
on an annual basis on the paid part of the nominal amount. If in any financial year the
distribution referred to in the first full sentence cannot be made or can only be made in
partbecause the profits are not sufficient, the deficiency shall be distributed from the
distributable part of the company’s equity. No further dividend shall be distributed on the
preference shares.
Paragraph 2
Subsequently such allocations to reserves shall be made as the Executive Board shall
determine, subject to the approval of the Supervisory Board.
Paragraph 3
Any balance remaining after that shall be distributed at the disposal of the General Meeting
ofShareholders.
Paragraph 5
Distribution of profit shall be made after adoption of the annual accounts showing that it
ispermitted.
Paragraph 6
Subject to approval of the Supervisory Board, the Executive Board may resolve on distribution
of interim dividend, provided the requirements of paragraph 4 have been met, according to
aninterim statement of assets and liabilities. It shall relate to the position of the assets
andliabilities no earlier than on the first day of the third month before the month in which
the resolution on distribution of interim dividend is made known. It shall be drawn up with
observance of valuation methods considered generally acceptable. The statement of assets
and liabilities shall include the amounts to be reserved by virtue of the law.
It shall be signed by the Members of the Executive Board; if the signature of one or more of
them is lacking this shall be stated with reasons. The statement of assets and liabilities shall
be deposited at the office of the Commercial Register within eight days after the day on which
the resolution on distribution is made known.
Paragraph 7
If a loss is suffered for any year, that loss shall be transferred to a new account for set-off
against future profits, and for that year no dividend shall be distributed. Based on the
proposal of the Executive Board that has been approved by the Supervisory Board, the
General Meeting of Shareholders may resolve, however, to delete such a loss by writing it
offon a reserve that need not be maintained, according to the law.
Article 30 of the Articles of Association
Paragraph 1
On the proposal of the Executive Board that has been approved by the Supervisory Board,
theGeneral Meeting of Shareholders may resolve that a distribution of dividend on ordinary
shares shall be made entirely or partially not in money but in ordinary shares in the capital
ofthe company.
Paragraph 2
On the proposal of the Executive Board that has been approved by the Supervisory Board, the
General Meeting of Shareholders may resolve on distributions in money or in the manner as
referred to in Paragraph 1 to holders of ordinary shares against one or more reserves that
need not be maintained under the law.
221 Wolters Kluwer 2023 Annual Report
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Strategic report Governance Sustainability statements Financial statements Other information Articles of Association
Wolters Kluwer shares andbonds
Additional information on Wolters Kluwer securities is
provided here.
Ordinary shares and ADRs
Wolters Kluwer N.V. ordinary shares are listed on Euronext Amsterdam under the symbol WKL.
During 2023, the average daily trading volume of Wolters Kluwer shares on Euronext
Amsterdam was 519,630 shares (2022: 541,684), according to Euronext.
American Depositary Receipt program
Wolters Kluwer has a sponsored Level I American Depositary Receipt (ADR) program. Each
Wolters Kluwer ADR represents one ordinary share (ADR ratio 1:1). Wolters Kluwer ADRs are
denominated in U.S. dollars and are traded on the over-the-counter (OTC) securities market
inthe United States. Wolters Kluwer ADRs receive the same dividends as the ordinary shares
converted into U.S. dollars at the prevailing €/$ exchange rate. For more information contact
our ADR depositary bank: Deutsche Bank Trust Company Americas, c/o American Stock
Transfer & Trust Company, P.O. Box 2050, Peck Slip Station, New York, N.Y. 10272-2050,
UnitedStates, or visit www.adr.db.com.
Securities codes and ticker symbols
System Ordinary shares ADRs
ISIN NL0000395903 US9778742059
Sedol 5671519 2977049
Bloomberg WKL:NA WTKWY:US
Reuters RIC WLSNc.AS WTKWY
CUSIP – 977874205
Exchange Euronext Over-the-counter (OTC)
Share price performance
Wolters Kluwer shares finished the year up 32%, outperforming the Amsterdam AEX Index
andSTOXX Europe 600, which were up 14% and 16%, respectively. Over the five-year period
ending December 31, 2023, Wolters Kluwer shares have increased by 149%, significantly
outperforming the Amsterdam AEX Index and the STOXX Europe 600, which increased 61%
and44%, respectively. Wolters Kluwer ADRs (quoted in U.S. dollars) appreciated 141% over
thisfive-year period, significantly outperforming the S&P 500 which rose 90%.
Five-year share price performance 2019-2023
euro
2019 2020 2022 20232021
140
20
40
60
80
100
120
Wolters Kluwer N.V. AEX (rebased)
STOXX Europe 600 (rebased)
Source: Nasdaq/FactSet data. Indices rebased to Wolters Kluwer share price.
Dividend policy and dividend proposal
Dividend policy
Wolters Kluwer is committed to a progressive dividend policy. Proposed annual increases in
the dividend per share take into account our financial performance, market conditions, and
our need for financial flexibility. The policy takes into consideration the characteristics of our
business, our expectations for future cash flows, and our plans for organic investment or for
external investment in acquisitions.
Proposed 2023 dividend
We are proposing to increase the total dividend for the financial year 2023 by 15% (2022: 15%
increase) to €2.08 per share (2022: €1.81). We will therefore recommend a final dividend of
€1.36per share, subject to the approval of shareholders at the Annual General Meeting
inMay2024. For 2024, we intend to maintain the interim distribution at 40% of prior year
totaldividend.
Shareholders can choose to reinvest interim and final dividends by purchasing additional
Wolters Kluwer shares through the Dividend Reinvestment Plan (DRIP) administered by
ABNAMRO Bank N.V.
Share buyback programs
As a matter of policy since 2012, Wolters Kluwer offsets the dilution caused by our annual
incentive share issuance with share repurchases (Anti-Dilution Policy). In addition, when
appropriate, we return capital to shareholders through further share buyback programs.
Sharesrepurchased by the company are added to and held as treasury shares. Treasury shares
are either canceled or are held to meet future obligations under share-based incentive plans.
222 Wolters Kluwer 2023 Annual Report
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Wolters Kluwer shares andbonds continued
During 2023, 8.7 million shares were repurchased for a total consideration of €1 billion.
Repurchased shares are added to treasury. In February 2023, 0.5 million treasury shares
werereleased for long-term incentive plans. In August 2023, 9.0 million treasury shares were
canceled. A summary of amounts repurchased and cancelations over the past few years is
shown below.
Share repurchases, cancelations, and issuances 2019-2023
Shares
repurchased
million
Total
consideration
€ million
Average
share price
€
Treasury
shares
canceled
million
Treasury
shares
released
for LTIP
million
2023 8.7 1,000 114.40 9.0 0.5
2022 10.1 1,000 98.75 5.0 0.7
2021 5.0 410 82.62 5.0 0.7
2020 5.1 350 68.41 5.5 0.9
2019 5.5 350 63.80 6.7 1.0
Share buyback 2024
On February 21, 2024, we will announce our intention to spend up to €1 billion on share
repurchases during 2024, including repurchases to offset incentive share issuances. As of
February 19, 2024, €100 million of this 2024 buyback has been completed.
We believe this level of cash return leaves us with ample headroom to support our dividend
plans, to sustain organic investment, and to make selective acquisitions. The share
repurchases may be suspended, discontinued, or modified at any time. At the Annual General
Meeting in May 2024, we will propose canceling any or all treasury shares that are not used
forshare-based incentive plans.
Share capital and market capitalization
Shares issued and outstanding
The number of issued ordinary shares on December 31, 2023, was 248.5 million (2022:
257.5 million), of which 8.0 million were held in treasury. The diluted weighted-average number
ofordinary shares used to compute the diluted earnings per share figures was
246.0 million in2023.
Market capitalization
Based on issued ordinary shares (including 8.0 million treasury shares), the market
capitalization of Wolters Kluwer as of December 31, 2023, was €32.0 billion (2022: €25.2 billion).
Shares issued and outstanding
number of shares in millions 2023 2022
Issued ordinary shares (December 31) 248.5 257.5
Treasury shares (December 31) 8.0 8.8
Issued ordinary shares outstanding (December 31) 240.5 248.7
Weighted-average number of ordinary shares outstanding 244.9 254.7
Diluted weighted-average number of ordinary shares 246.0 255.8
Shareholder structure
Wolters Kluwer has 100% free float and a widely distributed, global shareholder base. As of
November 2023, approximately 92% of the issued ordinary shares of Wolters Kluwer were held
by institutional investors. The remaining 8% was either unidentified, held by broker-dealers
orretail investors, or held in treasury by Wolters Kluwer. Some 48% of our issued ordinary
shares were held by investors in North America, mainly the United States and Canada.
Institutions based in the United Kingdom held 21%, while institutions based in continental
Europe owned 19%. Institutions in Asia Pacific & Rest of World owned approximately 4% of our
issued share capital.
Shareholders who have notified the Dutch Authority for the Financial Markets (AFM) indicating
a capital interest exceeding the AFM’s reporting thresholds can be found on the AFM website
(www.afm.nl).
Geographical distribution of issued share capital
United States 41%
Canada/Other Americas 7%
United Kingdom 21%
France 6%
Germany 3%
Switzerland 2%
Netherlands 2%
Rest of Europe 6%
Asia Pacific & ROW 4%
Intermed/Retail/Other 5%
Treasury shares 3%
Source: Nasdaq, as of November 2023.
223 Wolters Kluwer 2023 Annual Report
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Wolters Kluwer shares andbonds continued
Industry classifications and indices
Some of the most widely followed indices that include Wolters Kluwer are shown below.
Effective December 18, 2023, Wolters Kluwer was added to the EURO STOXX 50, the Eurozone’s
blue chip index of biggest and most traded companies.
Wolters Kluwer weight in selected indices
Index Weight %
AEX
®
3.96%
AEX
®
ESG
8.99%
Euronext
®
100 0.89%
Euronext
®
Eurozone ESG Leaders Select 40 1.32%
EURO STOXX
®
0.62%
EURO STOXX
®
50 1.00%
STOXX
®
Europe 600 0.31%
STOXX
®
Europe 600 Media 14.62%
STOXX
®
Europe 600 ESG-X 0.34%
MSCI Europe Commercial & Professional Services 16.1%
Sources: Euronext, STOXX, and MSCI. Weights as of December 31, 2023.
Wolters Kluwer is classified in different industry sectors by the global index providers.
Industry classification by main index providers
Main index provider System used Wolters Kluwer industry classification (code)
Bloomberg BICS Technology: Software & Technology Services (1814)
STOXX, FTSE Russell ICB Consumer Discretionary: Media: Publishing (5557)
MSCI, S&P, Dow Jones GICS
Industrials: Commercial & Professional Services: Research &
ConsultingServices(20202020)
Sources: Bloomberg, FTSE Russell, MSCI, S&P Global, and STOXX.
Research ratings
Wolters Kluwer is covered by 14 sell-side analysts. Of those who regularly publish research,
asof January 31, 2024, eight have a Buy rating, four have a Hold rating, and two rate the shares
a Sell. A range of providers produce environmental, social, and governance (ESG) ratings on
Wolters Kluwer. A selection of publicly available ESG ratings is shown below.
→ A list of analysts can be found on our investor relations website
www.wolterskluwer.com/en/investors/analysts/analyst-coverage
Selected ESG ratings
ESG rating 2023 2022 Description
MSCI ESG Rating AAA AAA MSCI rating uses a scale of AAA-CCC. AAA is the
top score.
ISS Governance Quality Score 1 1 ISS quality scores are on a scale of 1-10, with
alower score denoting lower risk.
ISS Social Quality Score 2 2
ISS Environment Quality Score 5 4
Sustainalytics ESG Risk Rating 14.4 15.6 Sustainalytics uses a scale of 0-100. A low score
indicates lower ESG risk.
Sources: MSCI, ISS, and Sustainalytics, as of January 31, 2024.
Bonds and other fixed income securities
Wolters Kluwer has seven Eurobonds listed on the Luxembourg exchange with a total face
value of €3,136 million.
Wolters Kluwer listed fixed-income issues
Debt security Due
Amount
€ million Listing ISIN
2.500% senior bonds May 2024 €400 Luxembourg XS1067329570
3.000% senior bonds September 2026 €500 Luxembourg XS2530756191
1.500% senior bonds March 2027 €500 Luxembourg XS1575992596
0.250% senior bonds March 2028 €500 Luxembourg XS2324836878
6.748% senior bonds August 2028 €36 Luxembourg XS0384322656
0.750% senior bonds July 2030 €500 Luxembourg XS2198580271
3.750% senior bonds April 2031 €700 Luxembourg XS2592510271
Euro Commercial Paper
Wolters Kluwer has a Euro Commercial Paper (ECP) program under which the company may
issue unsecured, short-term debt up to a maximum of €1.0 billion. The outstanding amount
(included in borrowings and bank overdrafts) per December 31, 2023, was €50 million
(2022:nil).
Type As of
Issued
€ million
Total facility
€ million
Euro Commercial Paper December 31, 2023 50 1,000
224 Wolters Kluwer 2023 Annual Report
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Wolters Kluwer shares andbonds continued
Credit ratings
Maintaining investment grade credit ratings is a core policy of Wolters Kluwer. Current credit
ratings and outlook are provided below.
Agency Long-term Short-term Outlook Date of rating Date affirmed
Moody’s A3 – Stable March 29, 2023 –
S&P BBB+ A-2 Stable March 7, 2013 May 2, 2023
Sources: Moody’s and S&P Global.
For more information on Wolters Kluwer’s long-term debt, refer to Note 28 – Net debt.
Investor relations
Shareholder engagement
Wolters Kluwer places great importance on a constructive dialogue with the investment
community. We manage a comprehensive investor relations program designed to maintain
regular interaction with investors and sell-side analysts. We communicate through our
half-year and full-year earnings releases and presentations, trading updates, the annual
report, investor seminars, and other information published on our investor relations website.
We host live webcast presentations of our half-year and full-year results, hold the Annual
General Meeting of Shareholders, and interact with investors on roadshows and at
conferences. In November 2023, we held a virtual teach-in on our Financial & Corporate
Compliance division and our central technology development team, Digital eXperience Group.
During the year, the Executive Board met with investors representing around a third of our
issued share capital. In December, Supervisory Board Members met with a range of
shareholders to hear their views on governance and ESG matters.
Investor relations is focused on helping the market understand our business, our strategy, our
markets, as well as our financial performance. We aim to be responsive and proactive and
welcome direct feedback from investors. Wolters Kluwer is committed to a high degree of
transparency in its financial reporting and strives to be open with its shareholders and the
wider investment community.
→ Investor relations website
www.wolterskluwer.com/en/investors
Investor relations policy
Wolters Kluwer is strict in its compliance with applicable rules and regulations on fair
disclosure to shareholders. Presentations are posted publicly on the company’s website at
thesame time as they are made available to analysts and investors. In adherence with fair
disclosure rules, meetings and presentations do not take place during ‘closed periods’ before
the publication of annual and quarterly financial information. The company does not assess,
comment upon, or correct, other than factually, any analyst report or valuation prior to
publication. The company is committed to helping investors and analysts become better
acquainted with Wolters Kluwer and its management, as well as to maintaining a long-term
relationship of trust with the investment community at large.
Financial calendar 2024-2025
2024
May 1 First-Quarter 2024 Trading Update
May 8 Annual General Meeting of Shareholders
May 10 Ex-dividend date: 2023 final dividend
May 13 Record date: 2023 final dividend
June 4 Payment date: 2023 final dividend, ordinary shares
June 11 Payment date: 2023 final dividend ADRs
July 31 Half-Year 2024 Results
August 27 Ex-dividend date: 2024 interim dividend
August 28 Record date: 2024 interim dividend
September 19 Payment date: 2024 interim dividend
September 26 Payment date: 2024 interim dividend ADRs
October 30 Nine-Month 2024 Trading Update
2025
February 26 Full-Year 2024 Results
March 12 Publication of 2024 Annual Report
225 Wolters Kluwer 2023 Annual Report
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Strategic report Governance Sustainability statements Financial statements Other information Shares andbonds
in millions of euros, unless otherwise stated 2023 2022 2021 2020 2019
Revenues 5,584 5,453 4,771 4,603 4,612
Operating profit 1,323 1,333 1,012 972 908
Profit for the year, attributable to owners of the company 1,007 1,027 728 721 669
Adjusted EBITDA 1,775 1,730 1,514 1,422 1,382
Adjusted operating profit 1,476 1,424 1,205 1,124 1,089
Adjusted net financing costs 27 56 78 46 58
Adjusted net profit 1,119 1,059 885 835 790
Adjusted free cash flow 1,164 1,220 1,010 907 807
Proposed dividend distribution 503 453 405 357 315
Acquisition spending 61 92 108 395 34
Net capital expenditure 323 295 239 231 226
Amortization and impairment of other intangible assets,
and depreciation and impairment of PPE and
right-of-use assets 299 306 309 298 293
Amortization and (reversal of) impairment of acquired
identifiable intangible assets 146 160 164 144 182
Shareholders’ equity 1,749 2,310 2,417 2,087 2,380
Guarantee equity 1,749 2,310 2,417 2,087 2,380
Net debt 2,612 2,253 2,131 2,383 2,199
Capital employed 5,202 5,529 5,859 5,087 4,966
Total assets 9,094 9,510 9,028 8,350 8,775
Ratios
As % of revenues:
Operating profit 23.7 24.4 21.2 21.1 19.7
Profit for the year, attributable to owners of the company 18.0 18.8 15.3 15.7 14.5
Adjusted EBITDA 31.8 31.7 31.7 30.9 30.0
Adjusted operating profit 26.4 26.1 25.3 24.4 23.6
Adjusted net profit 20.0 19.4 18.6 18.1 17.1
ROIC (%) 16.8 15.5 13.7 12.3 11.8
Dividend proposal in % of adjusted net profit 45.0 42.8 45.8 42.8 39.8
Dividend proposal in % of profit for the year, attributable
to owners of the company 50.0 44.2 55.7 49.5 47.1
2023 2022 2021 2020 2019
Cash conversion ratio (%) 100 107 112 102 96
Net interest coverage 54.3 25.4 15.5 24.5 18.7
Net-debt-to-EBITDA 1.5 1.3 1.4 1.7 1.6
Net gearing 1.5 1.0 0.9 1.1 0.9
Shareholders’ equity to capital employed 0.34 0.42 0.41 0.41 0.48
Guarantee equity to total assets 0.19 0.24 0.27 0.25 0.27
Information per share (€)
Total dividend proposal in cash per share 2.08 1.81 1.57 1.36 1.18
Basic earnings per share 4.11 4.03 2.79 2.72 2.47
Adjusted earnings per share 4.57 4.16 3.40 3.15 2.92
Adjusted free cash flow per share 4.75 4.79 3.89 3.42 2.98
Based on fully diluted:
Diluted earnings per share 4.09 4.01 2.78 2.70 2.46
Diluted adjusted earnings per share 4.55 4.14 3.38 3.13 2.90
Diluted adjusted free cash flow per share 4.73 4.77 3.87 3.40 2.96
Weighted-average number of shares issued (millions) 244.9 254.7 260.4 265.0 270.3
Diluted weighted-average number of shares (millions) 246.0 255.8 261.8 266.6 272.2
Stock exchange (€)
Highest quotation 134.90 111.40 105.25 78.22 67.72
Lowest quotation 97.00 84.18 63.88 52.04 49.98
Quotation at December 31 128.70 97.76 103.60 69.06 65.02
Average daily trading volume Wolters Kluwer on Euronext
Amsterdam N.V. (thousands of shares) 520 542 521 677 643
Employees
Headcount at December 31 21,438 20,511 19,800 19,169 18,979
In full-time equivalents at December 31 21,056 20,056 19,454 18,785 18,361
In full-time equivalents average per annum
*
20,810 20,061 19,083 18,562 18,263
*
Prior years are restated as temporary staff and contractors are no longer reported within full-time
equivalents average per annum.
Five-year key figures
226 Wolters Kluwer 2023 Annual Report
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Glossary
Adjusted
‘Adjusted’ refers to figures adjusted
for non-benchmark items and
amortization and impairment of
goodwill and acquired identifiable
intangible assets.
‘Adjusted’ figures are non-IFRS
compliant financial figures but
are internally regarded as key
performance indicators to measure
the underlying performance of
the business.
Adjusted earnings per share
Adjusted net profit divided by the
weighted-average number of ordinary
shares outstanding.
Adjusted EBITDA
EBITDA adjusted for non-benchmark
items in operating profit.
Adjusted free cash flow
Net cash from operating activities
less net capital expenditure, plus paid
acquisition and divestment expenses,
plus dividends received, and adjusted
for one-off cash tax items. Adjusted
free cash flow is the cash flow
available for dividend payments
to shareholders, acquisitions,
repayments of debt, and repurchasing
of shares.
Adjusted net financing costs
Total financing results adjusted
for non-benchmark items in total
financing results.
Adjusted net profit
Profit for the period attributable to
the owners of the company, excluding
the after-tax effect of non-benchmark
items, amortization of acquired
identifiable intangible assets, and
impairment of goodwill and acquired
identifiable intangible assets.
Adjusted operating cash flow
Adjusted EBITDA plus or minus
autonomous movements in working
capital and book results on sale of
non-current assets, less net capital
expenditure, repayments of lease
liabilities, and lease interest paid.
Adjusted operating profit
Operating profit before amortization
and impairment of acquired
identifiable intangible assets and
impairment of goodwill, and adjusted
for non-benchmark items.
Adjusted operating profit margin
Adjusted operating profit as a
percentage of revenues.
Adjusted profit before tax
Sum of adjusted operating profit,
adjusted net financing costs, income
from investments, and share of profit
of equity-accounted associates (net
of tax).
Allocated tax
Adjusted operating profit multiplied
by benchmark tax rate.
Basic earnings per share
The profit or loss attributable to
the ordinary shareholders of the
company divided by the weighted-
average number of ordinary shares
outstanding during the period.
Benchmark tax rate
Income tax on adjusted profit divided
by adjusted profit before tax.
Capital employed
Total assets minus current liabilities
and non-current deferred income.
Cash conversion ratio
Adjusted operating cash flow divided
by adjusted operating profit.
Constant currencies
Income, expenses, and cash flows in
local currencies are recalculated to
euros, using the average exchange
rates of the previous calendar year.
Diluted adjusted earnings per
share
Adjusted earnings per share amended
for the effects of all dilutive potential
ordinary shares.
Shares conditionally awarded under
LTIP-plans are included in the
calculation of the diluted weighted-
average number of ordinary shares
outstanding if the vesting conditions
are satisfied.
Diluted earnings per share
Basic earnings per share amended
for the effects of all dilutive potential
ordinary shares.
Shares conditionally awarded under
LTIP-plans are included in the
calculation of the diluted weighted-
average number of ordinary shares
outstanding if the vesting conditions
are satisfied.
EBITA (Earnings before interest,
tax, and amortization)
Operating profit before amortization
and impairment of acquired
identifiable intangible assets and
impairment of goodwill.
EBITDA (Earnings before
interest, tax, depreciation,
andamortization)
EBITA before amortization and
impairment of other intangible assets,
and depreciation and impairment of
PPE and right-of-use assets.
Guarantee equity
Sum of total equity, subordinated
(convertible) bonds, and perpetual
cumulative bonds.
Invested capital
Total assets minus current liabilities
and non-current deferred income,
excluding investments in equity-
accounted associates, deferred tax
assets, non-operating working capital,
and cash and cash equivalents.
This total summation is adjusted
for accumulated amortization on
acquired identifiable intangible assets,
goodwill amortized pre-IFRS 2004,
and goodwill written off to equity
prior to 1996 (excluding acquired
identifiable intangible assets/goodwill
that have been impaired and/or fully
amortized), less any related deferred
tax liabilities. The average invested
capital is based on five measurement
points during the year.
Net capital expenditure
Sum of capitalized expenditure on PPE
and other intangible assets, less any
cash inflows arising from disposal of
PPE and other intangible assets.
Net debt
Sum of long-term debt, short-
term bonds, borrowings and bank
overdrafts, and deferred and
contingent acquisition payments,
minus cash and cash equivalents,
divestment receivables, collateral
deposited, and the net fair value of
derivative financial instruments.
Net-debt-to-EBITDA ratio
Net debt divided by EBITDA, adjusted
for divestment-related results on
operations.
Net gearing
Net debt divided by total equity.
Net interest coverage
Adjusted operating profit divided
by adjusted net financing costs.
Non-benchmark items
Non-benchmark items relate to
expenses arising from circumstances
or transactions that, given their size
or nature, are clearly distinct from the
ordinary activities of the group, and
are excluded from the benchmark
figures.
Non-benchmark items in operating
profit include amortization and
impairment of acquired identifiable
intangible assets, impairment of
goodwill, results from divestments
(including directly attributable
divestment costs), additions to
and releases from provisions for
restructuring of stranded costs
following divestments, acquisition-
related costs, additions to and
releases from acquisition integration
provisions, subsequent fair value
changes on contingent considerations,
and loss on remeasurement on assets
classified as held for sale.
Non-benchmark items in total
financing results are financing
component employee benefits, gains
and losses on financial assets at
fair value through profit or loss, and
divestment-related results on equity-
accounted associates.
NOPAT
Net operating profit after allocated
tax. Adjusted operating profit less
allocated tax.
Operating other receivables
Operating other receivables consist
of prepayments and miscellaneous
receivables.
Operating other payables
Operating other payables consist of
salaries and holiday allowances; VAT,
sales tax, social security premiums,
and other taxation; pension-related
payables; royalty payables; and other
accruals and payables.
Organic revenue growth
Calculated as revenues, excluding
the impact of acquisitions above
a minimum threshold, divided by
revenues in the previous reporting
period, adjusted for the impact of
divestments of operations above a
minimum threshold, all translated
at constant currencies.
Tax on adjusted profit
Income tax expense adjusted for
tax benefits on amortization and
impairment of acquired identifiable
intangible assets and impairment
of goodwill, tax on non-benchmark
items, and the income tax effect of
any material changes in (income)
tax laws and (income) tax rates
in the jurisdictions where the
group operates.
Working capital
Current assets less current liabilities.
Working capital: non-operating
working capital
Total of derivative financial assets/
liabilities, collateral, short-term
part of restructuring provisions,
deferred and contingent acquisition
payables, interest receivable/payable,
current income tax assets/liabilities,
divestment receivables, short-term
bonds, and borrowings and bank
overdrafts.
Working capital: operating
working capital
Working capital minus non-operating
working capital minus cash and
cash equivalents.
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Wolters Kluwer N.V.
Zuidpoolsingel 2
P.O. Box 1030
2400 BA Alphen aan den Rijn
The Netherlands
info@wolterskluwer.com
www.wolterskluwer.com
www.linkedin.com/company/wolters-kluwer
www.facebook.com/wolterskluwer
Chamber of Commerce
Trade Registry No. 33.202.517
Trademarks referenced are owned by Wolters Kluwer N.V. and/or its subsidiaries andmay be
registered in various countries.
Forward-looking statements and other important legalinformation
This report contains forward-looking statements. These statements may be identified by
words such as “expect”, “should”, “could”, “shall”, and similar expressions. Wolters Kluwer
cautions that such forward-looking statements are qualified by certain risks and uncertainties
that could cause actual results and events to differ materially from what is contemplated by
the forward-looking statements. Factors which could cause actual results to differ from these
forward-looking statements may include, without limitation, general economic conditions;
conditions in the markets in which Wolters Kluwer is engaged; behavior of customers,
suppliers, and competitors; technological developments; the implementation and execution of
new ICT systems or outsourcing; and legal, tax, and regulatory rules affecting Wolters Kluwer’s
businesses; as well as risks related to mergers, acquisitions, and divestments. In addition,
financial risks such as currency movements, interest rate fluctuations, liquidity, and credit
risks could influence future results. Theforegoing list of factors should not be construed
asexhaustive. Wolters Kluwer disclaims any intention or obligation to publicly update or
revise any forward-looking statements, whether as a result of new information,
futureevents,orotherwise.
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228 Wolters Kluwer 2023 Annual Report
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