Expert solutions
for professionals
Annual Report 2024
→ wolterskluwer.com
Our professional information,
software solutions, and
services
help protect people’s health,
prosperity, and safety and
help
build better businesses.
→
Read more about our business model and strategy on
page 6
→
Visit our investors portal
www.wolterskluwer.com/en/investors
Strategic report
2
Wolters Kluwer at a glance
4
Q&A with CEO Nancy McKinstry
6
Strategy and business model
12
2025 Outlook
13
Organizational structure
14
Executive team
16 Health
20
Tax & Accounting
24
Financial & Corporate Compliance
28
Legal & Regulatory
32
Corporate Performance & ESG
36
Group financial review
Governance
43
Corporate governance
49
Risk management
60
Statements by the Executive Board
61
Executive Board and Supervisory Board
63
Report of the Supervisory Board
69
Remuneration report
Sustainability statements
90
Our approach to sustainability
92
Sustainability at a glance
93
General disclosures
107
Environmental disclosures
121
Social disclosures
136
Governance disclosures
139
Reference table
142
List of data points that derive from other EU legislation
145
EU Taxonomy
Financial statements
154
2024 Financial statements
155
Consolidated financial statements
159
Notes to the consolidated financial statements
214
Company financial statements
216
Notes to the company financial statements
Other information
223
Independent auditor’s report
232
Limited assurance report of the independent
auditor on the sustainability statements
235
Articles of Association Provisions Governing Profit Appropriation
236
Wolters Kluwer shares and bonds
240 Five-year key figures
241 Glossary
242
Contact information
This copy of the annual report of Wolters Kluwer N.V. for the year 2024 is
not in the ESEF format as specified by the European Commission in
Regulatory Technical Standard on ESEF (Regulation (EU) 2019/815). The
ESEF reporting package can be found on our website
www.wolterskluwer.com/en/investors/financials/annual-reports
1
Other informationFinancial statementsSustainability statementsGovernanceStrategic
report
Wolters Kluwer 2024 Annual Report
Wolters Kluwer
at a glance
Global footprint
North America
64
%
of total revenues
Europe
28
%
of total revenues
Asia Pacific & ROW
8
%
of total revenues
21,600
employees (headcount) worldwide
€5.9bn
total revenues
6%
organic revenue growth
82%
of revenues are recurring
59%
of revenues from
expert solutions
€1.3bn
adjusted free cash
flow
78
employee engagement
score (2023: 78)
75
employee belonging
score (2023: 75)
27.1%
adjusted operating
profit
margin
€4.97
diluted adjusted
earnings per share
1.6x
net-debt-to-EBITDA
18.1%
return on invested
capital
26%
total shareholder return
including dividends
(not reinvested)
10.9%
reduction in scope 1 and
scope 2 emissions
Long-term net-zero
targets submitted
to
SBTi
180
countries where we
serve customers
Sustainability highlights 2024
Financial highlights 2024
40+
countries from
which we operate
We help our customers
make critical
decisions every day
by providing
expert solutions
that combine deep
domain knowledge with
specialized
technology and services.
8 flagship offices
13 countries
with significant
subsidiaries
2
Other informationFinancial statementsSustainability statementsGovernance
Wolters Kluwer 2024 Annual Report
Strategic report
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 of healthcare.
Tax & Accounting
Expert solutions
that help tax,
accounting, and audit professionals
drive productivity, navigate change,
and deliver better outcomes.
Financial & Corporate
Compliance
Expert solutions
for legal entity
compliance and banking product
compliance.
Legal & Regulatory
Information, insights, and workflow
solutions for changing regulatory
obligations, managing risk, and
increasing efficiency.
Corporate Performance
& ESG
Enterprise software to drive
financial and sustainability
performance and manage risks,
meet reporting requirements, and
improve safety and productivity.
Revenues by media format
Revenues by type
Organic revenue growth
Adjusted operating profit margin
Diluted adjusted EPS in €
Return on invested capital
→
Read more on page 16
→
Read more on page 20
→
Read more on page 24
→
Read more on page 28
→
Read more on page 32
3.38
4.14
4.55
4.97
0.00
5.004.003.002.001.00
2021
2022
2023
2024
0%
20%15%10%5%
2021
2022
2023
2024
13.7%
15.5%
16.8%
18.1%
0%
100%80%60%40%20%
2021
2022
2023
2024
0%
100%80%60%40%20%
2021
2022
2023
2024
20%
28%26%24%22%
2021
2022
2023
2024
25.3%
26.1%
26.4%
27.1%
8%
6%
4%
2%
0%
2020
2021 2022
20242023
5.7%
1.7%
5.8%
6.2%
5.8%
* Incl. software-related services.
Software
Digital information solutions*
Services
Print
Recurring
Non recurring
3
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Wolters Kluwer 2024 Annual Report
Strategic report
Q&A with
Nancy McKinstry
Q: How would you sum up the group’s performancein
2024?
We achieved another year of 6% organic revenue growth and an
underlying increase in the adjusted operating profit margin.
Thiswas achieved despite continued high levels of product
development spending and an increase in restructuring
expenses. Our Legal & Regulatory division ended the year with
better-than-expected organic growth of 5%, underscoring the
complete turnaround that this formerly print-centric division has
achieved. Health, Tax & Accounting, and Financial & Corporate
Compliance delivered results in line with, or better than, our
expectations, as customers continued to adopt our market-
leading solutions. In our Corporate Performance & ESG division,
most units performed well, buoyed by 20% growth in recurring
cloud software, but we ended the year closing fewer on-premise
licenses than we had expected as market demand shifts to SaaS.
The group’s adjusted free cash flow was stronger than
anticipated, rising 9% in constant currencies for the full year. All
in all, we achieved our strategic goals along with our group-level
financial guidance set at the start of the year, while meeting
most, if not all, of our ESG targets for 2024.
Q: Investment in innovation
remains high; tell us about recent
product enhancements?
The pace of technological change continues unabated. We spent
approximately €660 million on product development last year, up
6% in constant currencies. This investment is critical to drive
organic growth and sustain our competitive position. We are
investing in many areas: deploying artificial intelligence;
advancing our cloud platforms; adding functionality to our
platforms; and launching new solutions into adjacent market
segments. In 2024, we rolled out many GenAI features, including
enhanced search, summarization, Q&A, and virtual assistants,
andthere is more to come in 2025.
Q: How does Wolters Kluwer
expect to generate a return on its
investments in AI?
We have been deploying artificial intelligence into our products
for more than 10 years. Over 50% of our digital revenues come
from products with embedded AI features. 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 expect that we will monetize
investment gradually through the existing, core subscriptions.
Insome instances, we may be able to create a premium layer
oran entirely new offering. GenAI is a powerful technology 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.
Q: How is the new Corporate Performance
& ESG division
coming together?
We formed the Corporate Performance & ESG division in
March2023, bringing together our global enterprise solutions
under onemanagement team. In these first two years, the team
hasmadea lot of progress, landing many new customers,
deliveringdouble-digit organic growth in cloud software, aligning
product development roadmaps, all while driving innovation.
In2024,CCHTagetik launched its ground-breaking, AI-enabled
CCH Tagetik Intelligent Platform, a first among CPM platforms.
More than 40 customers have already signed up for this
innovative platform. The challenge for CCH Tagetik is that
Nancy McKinstry
CEO and Chair of the Executive Board
Wolters Kluwer
I am proud of the perseverance
and dedication of our many talented
peoplewho drove our success in 2024,
enabling us to achieve our strategic
and financial goals,
while delivering important
innovations in collaboration
with customers.
4
Other informationFinancial statementsSustainability statementsGovernance
Wolters Kluwer 2024 Annual Report
Strategic report
Expert solutions
7%
organic growth
Cloud software
16%
organic growth
Employee engagement score
78
maintained
itstillhas a high proportion of license revenues, yet demand has
been shifting rapidly to cloud-based subscription contracts. We
have made some changes to make the business more predictable
and allow the team to focus on cloud software growth. We
continue to see opportunities to increase penetration and extend
our position along corporate workflows for financial and non-
financial data collection, analysis, reporting, and assurance.
Q: What were the main accomplishments
of your 2022-2024
strategic plan?
I am very pleased with the progress we made over the past three
years in growing our
expert solutions, driving growth in cloud
software, and in deploying generative AI across many of our
products. The other major achievement was the centralization
ofcore functions over the past three years. Technology, finance,
digital marketing, branding and communications, and strategy
teams were all unified and centralized, marking significant
organizational change. We also vastly improved the robustness
and scope of our ESG data collection processes, obtained SBTi
validated near-term emissions reduction targets, and expanded
our ESG data disclosure.
Q: Does your 2025-2027 strategic
plan mark a change in
direction?
Our strategy has been delivering and our long-term direction
remains unchanged. We will be placing more emphasis on a few
aspects of our
expert solutions strategy. For instance, we will
focus more on driving market penetration of cloud-based
expert
solutions and leveraging our data and content to create insights
for customers. We also plan to step up our pursuit of attractive,
high-growth adjacencies, taking a build, buy, or partner approach.
In 2024, we made some progress here, entering the nursing exam
preparation market with an organically-developed solution and
extending into cloud-based collaboration and e-invoicing tools
for accountants with an acquisition in Belgium. With regard to
evolving our internal capabilities, we will put more emphasis on
enhancing our go-to-market capabilities and on leveraging new
technologies to drive operational excellence.
Q: What is your outlook for 2025?
What do the changes in U.S.
government policy and regulations mean for Wolters Kluwer?
We are confident we can deliver another year of good organic
growth, improvement in margin, and increase in diluted
adjustedEPS. There is indeed a lot of change afoot in the
U.S.andin other markets around the world. Our business exists
to help our professional customers navigate through change and
complexity, enabling them to make the right decisions. Some
changes will bring new opportunities for us; some may pose a
challenge. Regardless of government policy, several fundamental
trends continue to drive demand for our solutions. The ongoing
digitization and automation of workflows, which we support with
our offerings, will remain a major driver for our business.
Underpinning this, is the ever-rising volume of information
combined with a shortage of professionals and the pressure to
produce good outcomes at lower cost. It’s also important to
remember that our business is very diversified, serving a large
number of customers across multiple professional segments
globally; this gives us enormous resilience.
Q: You are planning to retire in 2026; what
thoughts would you
share with the company’s
stakeholders?
It has been an honor and privilege to lead Wolters Kluwer
through its transformation. I am grateful to all our customers, our
employees, partners, and investors for their support and advice
over the years. We have built a very strong foundation, and I am
delighted we will nominate Stacey Caywood, CEO of Wolters
Kluwer Health, as my successor. Not only is Stacey an
extraordinarily talented and experienced leader, she has a clear
track record of delivering transformation and driving innovation.
Her customer focus and her deep knowledge of our company give
me full confidence that Wolters Kluwer will be in excellent hands
under her leadership. I am committed to ensuring a seamless
transition over the next year.
Nancy McKinstry
CEO and Chair of the Executive Board
Wolters Kluwer
→
View our organizational structure on
page 13
→
Read about our business model and strategy on
page 6
Q&A with Nancy KcKinstry
CONTINUED
5
Other informationFinancial statementsSustainability statementsGovernance
Wolters Kluwer 2024 Annual Report
Strategic report
Mission, purpose, and values
Wolters Kluwer is a global provider of information solutions,
software, and services for professionals in the fields of health;
taxand accounting; financial and corporate compliance; legal
andregulatory; and corporate performance and ESG.
Everyday, our customers and end users face the challenge of
increasing proliferation, change, and complexity of information
orregulations alongside the pressure to deliver better outcomes
at lower cost.
Our mission is to empower our professional customers with
theinformation solutions, software, and services they need
tomake critical decisions, achieve successful outcomes, and
increase productivity.
Our purpose is to deliver impact when it matters most. Our
customers make decisions that impact the lives of millions of
people, influence the soundness of thousands of enterprises,
and, by doing so, contribute to society. Our solutions help
protectpeople’s health, prosperity, and safety, and help build
better businesses.
Our company values, shared by all employees, are to focus on
customer success; to make it better; to aim high and deliver;
andto win as a team.
Strategy
Our strategy is to create sustainable long-term value and to
driveprofitable revenue growth by providing
expert solutions
andservices that deliver increased productivity and improved
outcomes for professionals.
Our strategy is centered on organic growth through steadfast
investment in product innovation to create value for the
customer and to extend along the customer’s workflow.
Productinnovation is critical to organic growth, competitive
strength, and value creation. For over 20 years, we have invested
in developing new and enhanced products to solve customer
challenges. In each of the last three years, we have reinvested
11% of revenues into product development, including capital
expenditure and operating expenses. Our new three-year plan
envisages spending approximately 11% of total revenues each
year on product development.
We supplement organic growth by making selected acquisitions
that 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. In some cases, acquisitions can be dilutive to margins
and ROIC in the early years.
We regularly review our portfolio of businesses and may divest
products or businesses in support of our long-term strategy.
→
For related information, see
Strategy, business model, and value
chain (SBM-1) in the
Sustainability statements on page 98
Strategy and
business model
45
%
Software solutions
accounted for 45% of
group revenues in 2024
Our mission is to empower
our professional customers
with the
information solutions, software,
and services they need tomake critical
decisions, achieve successful
outcomes, and increase productivity.
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Wolters Kluwer 2024 Annual Report
Strategic report
Strategic priorities 2025-2027
Our
expert solutions strategy
aims to deliver good
organic growth along with
improvement in margins
andreturns.
Scale
expert solutions
•
Drive penetration of
cloud-based
expert
solutions
•
Empower customer
workflows with responsible
artificial intelligence
•
Harness content and data to
deliver enhanced value and
insights for customers
Accelerate
growth
•
Pursue high-growth
adjacencies with a build,
buy, or partner approach
•
Innovate to advance
customer productivity
andoutcomes
•
Further develop
partnerships to extend
ourreach
Evolve
capabilities
•
Elevate go-to-market
capabilities
•
Embrace technology to
advance operational
performance
•
Foster a great place to work
and best practice
sustainability performance
Strategic priorities 2025-2027
Our strategic priorities for the next three years (2025-2027) mark
afurther evolution of the direction we have been following:
Scale
expert solutions: we will continue to grow our
expert
solutions,
increasing penetration and promoting cloud-based
software as a service (SaaS) revenue models. We are focused on
embedding artificial intelligence (AI) and advanced data
analytics into our solutions, and pursuing ways to leverage our
content and data for customers.
Accelerate growth:
we intend to pursue high-growth adjacencies
with a build, buy, or partner approach. We will focus on
accelerating the pace of innovation to advance customer
productivity and outcomes while further developing partnerships
to extend our market reach.
Evolve capabilities:
we intend to elevate our go-to-market
capabilities and enhance sales effectiveness. We intend to
embrace new technologies to drive operational performance and
to continue fostering a great place to work and best-in-class
sustainability performance.
Strong foundation
Over the past 20 years, we have built a strong foundation for
future growth.
Expert solutions, which include our software
solutions and certain advanced information solutions, accounted
for 59% of total revenues in 2024 (2023: 58%) and grew 7%
organically (2023: 8%). Software solutions accounted for 45% of
total revenues in 2024 (2023: 45%) and grew 7% organically (2023:
8%). Of total software, cloud software accounted for 42% in 2024
(2023: 37%) and grew 16% organically (2023: 15%).
Over 50% of our digital revenues are from products that leverage
AI to drive enhanced value for our customers. During 2024, we
introduced several generative AI-enabled features into our
solutions. We continue to develop and test new use cases for
GenAI, usually in collaboration with selected customers. For
much of this work, we are partnering with Microsoft, Google, and
other technology suppliers.
Strategy and business model
CONTINUED
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Wolters Kluwer 2024 Annual Report
Strategic report
We have now largely completed the centralization of core
functions which we will now evolve further to support the
company for future growth.
We have also advanced our ESG performance as measured by
several important metrics, some of which are included in
management remuneration. We are recognized with top ratings
from MSCI, Morningstar Sustainalytics, and other ESG ratings
providers. Our ESG risk rating from Morningstar Sustainalytics
improved in 2024 to 11.37 (2023: 14.35), qualifying Wolters Kluwer
as top-rated in the Software & Services sector. We have retained
the highest MSCI ESG rating of AAA for the 6th consecutive year.
Our near-term emissions reduction targets have been validated
by the Science Based Targets initiative (SBTi). In January 2025, we
raised our ambition for scope 1 and 2 and submitted our
long-term net-zero targets to SBTi for validation.
→
For third-party ESG ratings, see
page 238
Our business model
We help our professional 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.
Recurring revenue model
Our revenues are primarily recurring in nature, based on
subscriptions to information, software, and services. Recurring
revenues include cloud software subscription revenue, on-
premise software maintenance fees, and other annually
renewing revenues. 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. In 2024, 82% of our total revenues
were recurring (2023:82%).
Customer relationships
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,
wework closely with our customers before, during, andafter
theproduct development phase to ensure we meetuser needs.
We measure customer satisfaction primarily by tracking
customer retention rates, 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 2024, renewal rates for our largest subscription-based
expert
solutions and subscription-based services were maintained
above 90%. NPS scores for more than half of these top products
and services were maintained or improved.
Employees and talent management
We value our talent and aim to promote an innovative, inclusive,
and customer-focused culture. We employ over 21,600 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 inplace designed to attract, develop, and retain talent
globally. These include training and skills development, a
comprehensive well-being program, and career development
processes for all employees worldwide. We monitor our human
capital performance in multiple ways.
In 2024, our employee turnover rate reduced to 9.5% (2023: 9.8%),
due to lower voluntary turnover, despite the on-going
competitive nature of talent markets globally, especially for
technology talent. Our employee engagement and belonging
scores, measured by an independent third party, Microsoft Glint,
were both stable in 2024 at respectively 78 and 75. This
performance has to be viewed alongside the Glint Top 25%
benchmarks, which were also stable. Our long-term objective
Strategy and business model
CONTINUED
Expert solutions:
Expert solutions
combine deep domain knowledge with
technology to deliver information and workflow automation
toimprove 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 (EHS) platform Enablon;
corporate performance platform CCH Tagetik; internal audit
solution TeamMate; andfinance, risk, and regulatory reporting
suite OneSumX.
SPOTLIGHT
8
Other informationFinancial statementsSustainability statementsGovernance
Wolters Kluwer 2024 Annual Report
Strategic report
for both engagement and belonging is to reach the Glint Top 25%
benchmark. A target for the belonging score has been included
in management remuneration for the past three years and will
again be included in 2025.
→
For details on employee metrics and programs, see
Sustainability
statements,
pages 89-152
Business model: inputs and outputs 2024
Suppliers and partners
Around 45% of our annual operating costs relate to third-party
suppliers and partners. Our business units and central functions
work closely with thousands of suppliers and partners globally
who provide content, technology, goods, and services that
support our product offerings and our operations.
We set high standards when selecting and managing third-party
providers. Our Global Business Services (GBS) function is
responsible for sourcing, due diligence, assessment, and
monitoring of technology vendors and most other categories
ofsuppliers. GBS due diligence processes include security, data
privacy, business continuity, and other risk assessments.
→
For details on supply chain risks, see
page 53
→
For scope 3.1 supplier emissions, see
page 115
Sales and go-to-market
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.
Product development and innovation
Product innovation is a critical driver of organic growth,
customer satisfaction, competitive strength, and value creation.
Innovation is supported by ourcentral product development
team, the Digital eXperience Group (DXG), which works closely
with our business units and our customers to build new features,
modules, and platforms. DXG uses a customer-centric, contextual
Strategy and business model
CONTINUED
Evolving our core capabilities
An on-going element of our strategy is to evolve our core
capabilities to support the future needs of the company. In
recent years, we have centralized key functions, including:
•
Product Development:
our 4,800+ technologists have been
brought together in DXG as a global organization, helping
us align development processes, governance, and metrics;
standardize technology; share best practices; and speed
the pace of innovation.
•
Branding & Communications: all branding and
communications specialists became part of a unified
Global Brand, Communications & Digital Marketing team in
2023, facilitating a cohesive approach to how we
communicate with our stakeholders and allowing us to
strengthen the global brand while optimizing support for
the divisions.
•
Finance: all finance employees joined a unified global
finance function in 2023, creating stronger connections
and allowing the team to simplify and harmonize finance
processes, and focus on the highest-value work.
•
Strategy & Business Development:
all our business
development, strategy, and pricing experts are now part of
a global strategy and business development team allowing
us to share best practices and leverage resources.
In the coming three years, our efforts will focus on driving
operational excellence in these unified functions by
embracing technology to drive efficiency and effectiveness.
These efforts are being implemented by cross-functional
teams and involve multi-year programs.
Human capital
•
Efforts, skills,
and talent
contributed by
21,200
employees (average
FTEs)
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
•
€1.5bn equity capital
•
€4.1bn gross debt capital
Natural resources
•
Energy consumption
along ourvalue chain
Inputs
Outputs
Customers
•
€5.9bn revenues from
solutions that
enable
effective and
efficient
decision-making
Employees
•
€2.4bn in salaries
andother benefits
•
Skills and career
development
Suppliers & partners
•
€2.1bn operating costs
for third-party
content,
goods, and services
Investors
•
26.5% total shareholder
return incl. dividend
•
€34m net interest
to
bondholders and banks
Society
•
€318m income
taxespaid
•
Products that protect
health and prosperity
SPOTLIGHT
9
Other informationFinancial statementsSustainability statementsGovernance
Wolters Kluwer 2024 Annual Report
Strategic report
design process to develop solutions based on the scaled agile
framework. DXG currently has six core centers of excellence:
user
experience; artificial intelligence; IP and patents; architecture
and asset reuse; quality engineering; and application security
and privacy. 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. Wetrack
submissions to our internal innovation competitions and our
success in innovation-oriented industry awards and rankings.
In 2024, product development spending increased 6% in constant
currencies, remaining at 11% of total revenues. During 2024,
weembedded GenAI features into solutions across all divisions.
Other key product innovations in 2024 included UpToDate
Enterprise Edition, Lippincott Ready for NCLEX, Beneficial
Ownership Solution, OneSumX Reg Manager, InView Legal,
LegalCollaborator, and CCH Tagetik Intelligent Platform.
We encourage idea generation through our annual Global
Innovation Awards (GIA), which recognizes teams who bring
forward innovative product and process ideas that can improve
customer outcomes and experiences or transform our own
internal operations. Each year, hundreds of employees
participate in the challenge, putting their creativity to work in
collaboration with colleagues. For our software developers
around the world, we organize an annual coding competition,
Code Games (CG), in which engineers have two days to solve a
coding challenge.
Product innovation
2024 2023
2022
Product development spending,
% of revenues
11% 11%
11%
Global Innovation Awards,
number of submissions
553 662
453
Global Innovation Awards,
number of finalists
13 14
13
Global Innovation Awards,
number of winners
6 6 5
In 2024, the Global Innovation Awards received over 550
submissions. Thirteen innovative ideas were selected as finalists,
and, of these, six were singled out for special recognition.
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.
We also deploy other advanced technologies, such as digital
twins and robotic process automation (RPA) to the benefit
ofcustomers. Over 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
inan ethical and responsible manner. We have developed an
Artificial Intelligence Assurance Framework and Responsible
Strategy and business model
CONTINUED
Great place to work
Attracting, developing, and retaining a talented, diverse, and
motivated workforce is integral to our business model and
strategy. Our employees are our most important asset and a
major stakeholder in the company. We monitor our
performance using a wide range of metrics, including, for
example, employee engagement and belonging scores;
employee turnover rates; gender, age, and other diversity
ratios; gender pay-gap ratios; and training hours.
We have well-established policies and programs in place
that are designed to keep Wolters Kluwer a great place to
work and improve upon our metrics when and where
needed. These employee-related programs include:
•
Workforce policies: Code of Business Ethics, SpeakUp
Policy, Human Rights Policy, and other policies
•
Inclusion and belonging initiatives, including training and
employee networks
•
Equal pay for equal value
•
Work-life balance and global well-being programs
•
Skills training and career development opportunities
In 2025, we will focus on enhancing skills development,
deepening purpose alignment, and strengthening workplace
connections.
→
Further details on programs and metrics can be found in our
Sustainability statements on
pages 121-135
SPOTLIGHT
10
Other informationFinancial statementsSustainability statementsGovernance
Wolters Kluwer 2024 Annual Report
Strategic report
Artificial Intelligence Principles that incorporate key principles
such as privacy and security, transparency and explainability,
governance and accountability, fairness, non-discrimination,
andhuman-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
asthe 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
withdedicated taskforce 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 four years and will again be included in 2025. In 2024, our
cybersecurity maturity score increased slightly, exceeding the
target for the year which was to maintain the current high level.
Over the four-year period since 2020, the indexed score has been
improved to 115.0 compared to the base year (2020 = 100.0).
→
For more information, see
Remuneration report, page 69
We have a cross-functional global information security
incidentresponse team that promptly analyzes security
incidents, assesses the potential impact, determines if any
immediate risksexist, and takes prompt actions to mitigate any
harm tothecompany. We maintain a written global information
security program of policies, procedures, and controls aligned
toNIST-CSF, ISO 27001, and other equivalent standards. These
govern the processing, storage, transmission, and security of
data. We have achieved over 85 attestations and certifications
forour systems, applications, and services.
→
For additional detail, see Sustainability statements on
page 89
Strategy and business model
CONTINUED
Wolters Kluwer Responsible Artificial
Intelligence Principles
Privacy and Security
Wolters Kluwer focuses on privacy and security as part
ofthedesign, development, and deployment of AI in
ourproducts and services. We promote the creation of
AIsystems that are safe, secure, and reliable through our
processes and procedures.
Transparency and Explainability
Wolters Kluwer aims to design and develop AI systems with
sufficient transparency and explainability to enable users to
understand and use the system appropriately.
Governance and Accountability
Wolters Kluwer adheres to development standards and
processes that promote responsibility and accountability for
AIsystems and their outcomes. We address risk management
and issue remediation during design and development, as well
as after deployment.
Fairness
Wolters Kluwer recognizes the importance of treating people
fairly and without discrimination in the design and development
of AI products and services.
Human Focused
Wolters Kluwer strives to create AI systems that are human-
centric, focused on solving business problems, and benefiting
our customers, while also considering the potential impact they
may have on society and our environment.
→
For insight into AI risks, see
Risk management on page 49
SPOTLIGHT
11
Other informationFinancial statementsSustainability statementsGovernance
Wolters Kluwer 2024 Annual Report
Strategic report
Our guidance for full-year 2025 is provided in the table below. We
expect to achieve full-year 2025 organic growth in line with the
prior year (6%). Organic growth is expected to be more modest in
the first two quarters due to challenging comparables in Health
and Tax & Accounting. The adjusted operating profit margin is
expected to see improvement in 2025 led by Health and
Corporate Performance & ESG.
Performance indicators
2025 guidance 2024 actual
Adjusted operating profit margin*
27.1%-27.5%
27.1%
Adjusted free cash flow (€ million)**
1,250-1,300
1,276
ROIC*
18%-19%
18.1%
Diluted adjusted EPS growth**
Mid-single-digit
11%
Guidance for adjusted operating profit margin and ROIC is in reporting
currencies and assumes an average rate in 2025 of €/$1.04. Guidance for
adjusted free cash flow and diluted adjusted EPS is in constant currencies
(€/$ 1.08). Guidance reflects share repurchases of €1 billion in 2025.
In 2024, Wolters Kluwer generated over 60% of its revenues
and
adjusted operating profit in North America. As a rule of thumb,
based on our 2024 currency profile, each 1 U.S. cent move in the
average €/$ exchange rate for the year causes an opposite
change of approximately 4.5 euro cents in diluted adjusted EPS.
Restructuring costs are included in adjusted operating profit. We
expect 2025 restructuring costs to be in the range of €5-15 million
(FY 2024: €28 million). We expect adjusted net financing costs
1
in
constant currencies to increase to approximately €75 million. The
benchmark tax rate on adjusted pre-tax profits is expected to
rise in 2025 but to remain in the range of 23.0%-24.0% (FY 2024:
23.1%).
Capital expenditures are expected to be in the range of 5.0%-
6.0% of total revenues (FY 2024: 5.3%). We expect the full-year
2025 cash conversion ratio to be within 95%-100% (FY 2024:
102%), due to higher capital expenditures and lower 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. The acquisition of RASi, if completed, is expected
to have an immaterial impact on near term adjusted earnings.
2025 Outlook by division
Our guidance for 2025 organic revenue growth by division is
based on a pro forma view reflecting the transfer of Finance,
Risk& Reporting (FRR)
2
to Financial & Corporate Compliance.
Health:
we expect full-year 2025 organic growth to be in line with
or slightly below prior year (FY 2024: 6%) with the first half facing
challenging comparables across the division.
Tax & Accounting:
we expect full-year 2025 organic growth to be
in line with prior year (FY 2024: 7%), with the first half facing a
more challenging comparable.
Financial & Corporate Compliance
2
:
we expect full-year 2025
organic growth to be slightly below prior year (FY 2024: 5% pro
forma including FRR).
Legal Regulatory: we expect full-year 2025 organic growth to be
in line with prior year (FY 2024: 5%).
2025 Outlook
Corporate Performance & ESG
2
: we expect full-year 2025 organic
growth to be above prior year (FY 2024: 6% pro forma excluding
FRR) reflecting higher growth for CCH Tagetik.
Our guidance for full-year
2025 is provided below. We expect good organic
growth and margin improvement,
with the increase in diluted adjusted
EPS
reflecting higher financing
cost and tax.
1
Adjusted net financing costs include lease interest charges.
2
As of January 1, 2025, the Finance, Risk and Reporting unit has been
transferred from Corporate Performance & ESG to Financial &
Corporate Compliance. For more information, see
Note 39 – Events
after the reporting period
in the Financial statements.
12
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Strategic report
Digital eXperience Group
•
Innovation and product development
•
Development centers ofexcellence
•
Technology asset management
4,800+
FTEs
Global Business Services
•
Technology infrastructure
•
Operational excellence programs
•
Strategic sourcing and procurement
•
Shared services
1,300+
FTEs
Health
•
Clinical Solutions
•
Learning, Research
&Practice
€1.6bn
revenues 2024
Tax &
Accounting
•
North America
•
Europe
•
Asia Pacific & ROW
€1.6bn
revenues 2024
Financial &
Corporate
Compliance
•
Legal Services
•
Financial Services
€1.1bn
revenues 2024
Legal &
Regulatory
•
Information
Solutions
•
Software
€0.9bn
revenues 2024
Corporate
Performance & ESG
•
EHS & ESG
•
Corporate
Performance,
Corporate Tax,
Audit& Assurance
•
Finance, Risk
&Reporting
€0.7bn
revenues 2024
Organizational
structure
Wolters Kluwer is organized
around
five customer-facing divisions
supported by centralized
product
development, business services,
andcorporate functions.
Executive Board & Corporate Office
Operating costs and FTEs of Digital eXperienceGroup and Global Business
Services are allocated tothecustomer-facing divisions.
13
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Wolters Kluwer 2024 Annual Report
Strategic report
Executive team
Tax & Accounting
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.
Health
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,
andpharmacies.
Product brands
include UpToDate,
Lippincott, Medi-Span, Ovid, and
Health Language.
Financial & Corporate
Compliance
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.
*
until January 3, 2025.
Legal & Regulatory
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.
Corporate Performance
&ESG
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 provides 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,
andOneSumX.
14
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Wolters Kluwer 2024 Annual Report
Strategic report
Executive team
CONTINUED
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 and patents; architecture and
asset reuse; quality engineering;
and application security and
privacy.
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.
→
Full list of management
www.wolterskluwer.com/en/about-us/management
15
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Wolters Kluwer 2024 Annual Report
Strategic report
Powering healthcare solutions with
AI to drive quality health outcomes
Supporting professionals
across
healthcare with trusted advanced
technology, evidence-based
solutions, research, and life-long
learning.
Health
16
Other informationFinancial statementsSustainability statementsGovernance
Wolters Kluwer 2024 Annual Report
Strategic report
Health
CONTINUED
Business overview
We support millions of clinicians, researchers, allied health
professionals, and students around the world.
Our Clinical Solutions help physicians and other healthcare
practitioners improve patient outcomes and safety, reduce
clinical variations in care, control healthcare costs, ease
administrative burdens, optimize data, manage population
health, and streamline clinical workflows.
Our Learning, Research & Practice business supports the
advancement of clinical knowledge through education, high-
quality content, and research. Our learning solutions help
educate millions of doctors, nurses, and other healthcare
professionals each year.
Market trends
GenAI enhancing
expert
solutions for clinicians
Continued need for tools to
ease “burn-out” of
healthcare professionals
Healthcare institutions
seeking cost efficiencies and
time savings
Fusion of AI and VR to train
practice-ready nurses and
clinicians
AI integrating with human
expertise to advance medical
research and publishing
Elevated focus on patient-
centered care
Technology is transforming
healthcare in all aspects,
from research and learning
to more effective decision-
making and improved
patient care.
Stacey Caywood
CEO Wolters Kluwer
Health
“
Hackensack Meridian Health (HMH), the largest healthcare network
inNewJersey, adopted Lippincott Solutions to integrate and streamline
different policies and procedures across its hospitals after a series
ofmergers, which resulted in the organization expanding to 18 hospitals,
employing 8,000+ nurses and operating 500+ patient care locations.
HMH faced two key problems: 1) post-merger patient care standardization,
and 2) educating and onboarding healthcare workers. To mitigate risk,
reduce variability of care, and maintain consistent compliance, HMH
turned to Lippincott Solutions, which provides an integrated, cloud-based
software suite that optimizes nurse competence and practice-readiness.
By integrating Lippincott Solutions into its learning management system
(LMS), HMH was able to use Lippincott’s training programs and assign
them within its LMS to everyone who was mandated to have training.
Since its integration in 2021, HMH have completed 238,000+
assignments,treated 180,000+ patient admissions annually, and
onboarded 800+ nurses.
HMH now uses Lippincott Solutions in many areas, including evidence-
based patient care, onboarding, orientation, transition to practice, and
nurse residency. Miriam McNicholas, Clinical Policy Administrator at
HMH,
commented, “We know it’s better to access the latest, evidence-based
procedure from Lippincott rather than depend on policies that are looked
at only every few years. A policy that’s revisited infrequently cannot
compete with one that’s frequently synthesized for accuracy against
the
evidence. There’s no way we could match that.”
CUSTOMER CASE
Hackensack Meridian Health uses Lippincott
Solutions to enhance operations
17
Other informationFinancial statementsSustainability statementsGovernance
Wolters Kluwer 2024 Annual Report
Strategic report
Review of 2024 performance
•
Organic growth 6%, led by Clinical Solutions up 7%.
•
Learning, Research & Practice grew 4% organically,
driven by
nursing education solutions
•
Margin reflects operational gearing and mix shift, partly offset
by one-time write-offs
Health revenues increased 5% in constant currencies, reflecting
the divestment of our continuing medical education unit on
August 30, 2024. Organic growth was 6%, in line with prior year
(FY 2023: 6%).
Adjusted operating profit increased 6% in constant currencies
and 6% on an organic basis. The margin increased slightly, as the
favorable effect of operational gearing and mix shift was partly
countered by write-offs related to the education unit divestment
and the sunsetting of products. IFRS operating profit increased
8% overall, reflecting the increase in adjusted operating profit
and a decrease in amortization of acquired identifiable intangible
assets.
Clinical Solutions
(56% of divisional revenues) sustained 7%
organic growth (FY 2023: 7%), driven by good renewal rates for
our clinical decision support tool (UpToDate) and clinical drug
databases (Medi-Span and Lexidrug), despite on-going pressures
on hospital budgets. UpToDate Enterprise, unveiled in March
2024, introduced a data analytics dashboard and access to
the
UpToDate AI Labs GenAI functionality. The UpToDate
patient
engagement solution perform d well. Our clinical surveillance,
compliance, and medical terminology unit (Sentri7 and other
products) achieved good organic growth, benefitting from the
new AUR module and the inclusion of Invistics, which was
acquired in June 2023.
Learning, Research & Practice
(44% of divisional revenues)
achieved 4% organic growth (FY 2023: 5%). In research,
organic
growth slowed to 3% against a challenging comparable, the prior
year having benefitted from new revenues related to the
New
England Journal of Medicine digital distribution contract, won
inlate 2022. In learning and practice, organic revenue growth
improved to 6%, led by continued strong growth in our nursing
education solutions. Lippincott Ready for NCLEX, a digital
solution launched in May 2024 to help nursing students pass the
NCLEX exam, signed its first customers. Print book revenues were
up 1% for the year (FY 2023: 3% decline).
Health
CONTINUED
Our customers
Hospitals, healthcare organizations, clinicians, students,
schools,libraries, payers, life sciences, digital health companies,
and pharmacies
Top products
Clinical Solutions:
UpToDate clinical decision support, drug
decision support, and patient engagement; Medi-Span; Sentri7;
Simplifi+; and Health Language
Health Learning, Research & Practice:
Ovid and Lippincott nursing
solutions, medical books, and journals
→
Complete list of Health solutions
www.wolterskluwer.com/en/health
• Wolters Kluwer named innovation
and growth leader in Clinical
Decision Support Systems
by
Frost & Sullivan
•
Three Lippincott
journals ranked
number 1 in 2024 Journal
CitationReport
18
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Wolters Kluwer 2024 Annual Report
Strategic report
Health
CONTINUED
6%
organic growth in revenues
91%
recurring revenues
as % of division total
90%
digital revenues as % of
division total
Health – Year ended December
31
€ million, unless otherwise
stated
2024 2023
Δ Δ CC
Δ OG
Revenues
1,584
1,508 +5%
+5% +6%
Adjusted operating profit
480 454
+6% +6%
+6%
Adjusted operating profit margin
30.3%
30.1%
Operating profit
440 406
+8%
Net capital expenditure
43 49
Ultimo FTEs
3,401 3,333
Δ: % Change; Δ CC: % Change in constant currencies (€/$ 1.08); Δ OG: % Organic growth.
2024 Revenues
by segment
2024 Revenues
by type
2024 Revenues
by geographic market
2024 Revenues
by media format
Clinical Solutions
56%
Learning,
Research & Practice
44%
Recurring
91%
Print books
4%
Other non-recurring
5%
North America
76%
Europe
9%
Asia Pacific & ROW
15%
Software
3%
Digital
information
solutions*
87%
Services and print
10%
*incl software-related services
19
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Wolters Kluwer 2024 Annual Report
Strategic report
Expert solutions
tooptimizetax,
audit, and accounting processes
Software delivering deep
domain
knowledge and workflow automation
to ensure compliance, improve
productivity, and strengthen
clientrelationships.
Tax & Accounting
20
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Wolters Kluwer 2024 Annual Report
Strategic report
Tax & Accounting
CONTINUED
Business overview
Wolters Kluwer Tax & Accounting enables professionals in tax
andaccounting 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
tosupport professional workflows, including compliance, audit,
and firm management.
Our customers also include businesses, government agencies,
and academia.
Market trends
Firms adopting cloud-based
and AI-enabled solutions to
drive efficiencies and enable
higher value work
Complex and continuously
changing regulatory
landscape
Ongoing shortage of
accounting professionals
driving demand for
technology
Continued digitization and
automation of accountant
and client collaboration
workflows
We are focused on
delivering human-centered,
AI-enabled solutions
that solve our customers’
toughest challenges.
Jason Marx
CEO Tax & Accounting
“
Allred Jackson, based in North Logan, Utah, is an accounting firm offering
tax, accounting, audit, advisory, and consulting services.
The firm has been using the integrated solutions within the cloud-based
CCH Axcess Suite, which has enabled it to achieve greater efficiencies and
streamline internal processes. Among the suite of solutions, CCH Axcess
Workflow and CCH Axcess Tax have made the biggest impact on their firm’s
productivity and team collaboration.
As the demand for higher-value advisory services grows, Allred Jackson
implemented the CCH Axcess iQ module to proactively communicate
withclients about relevant issues, enhancing client relationships and
generating additional revenue. CCH Axcess iQ usespredictive intelligence
to identify which changes in laws and regulations affect specific clients.
Scott Jackson, partner at Allred Jackson, commented: “I would recommend
CCH Axcess iQ to other firms looking to enhance communication with
clients, without spending hours searching for reasons to reach out.
Itprovides valuable insights, usually several, tostart meaningful
conversations and let them naturally evolve.”
Allred Jackson improves efficiency and client
service with CCH Axcess iQ
CUSTOMER CASE
21
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Wolters Kluwer 2024 Annual Report
Strategic report
Review of 2024 performance
•
Organic growth 7%, with strong performances across
NorthAmerica and Europe.
•
Recurring revenues (92% of division) rose 8% organically,
buoyed by 19% growth in cloud software revenues.
•
Margin increase driven by operational gearing and
costefficiencies.
Tax & Accounting revenues increased 7% in constant currencies
and 7% on an organic basis (FY 2023: 8%). Adjusted operating
profit increased 9% in constant currencies and 10% organically.
The margin increased 50 basis points, reflecting operational
gearing and cost efficiencies. IFRS operating profit increased 8%,
largely reflecting the development of adjusted operating profit.
Tax & Accounting North America
(60% of divisional revenues)
achieved 8% organic growth (FY 2023: 8%). Cloud software
revenues grew 20% organically, driven by adoption of additional
workflow modules, customer migration to the CCH Axcess cloud
platform, and continued strong growth of CCH iFirm tax and
practice management software in Canada. Our new cloud-based
audit suite, CCH Axcess Engagement, was enhanced during 2024
with Knowledge Coach titles and expanded to support global
bank confirmations. Outsourced professional services grew at a
double-digit rate. Our U.S. publishing unit sustained low single-
digit organic growth. During 2024, the North American business
introduced GenAI-enabled features across several products,
including conversational search and virtual assistants.
Tax & Accounting Europe
(36% of divisional revenues) delivered
7% organic growth (FY 2023: 7%), with good performance across
all countries. Growth was lifted by double-digit organic growth
incloud and hybrid-cloud software solutions. The integration of
the cloud-based financial workflow and data exchange solutions
acquired from Isabel Group on September 5, 2024, is proceeding
to plan; performance in initial four months has met expectations.
CCH iFirm, a global cloud-based practice management and
compliance software platform, was launched in the UK.
Tax & Accounting Asia Pacific and Rest of World
(4% of divisional
revenues) revenues were up 1% organically (FY 2023: 5%), with
growth in Australia, New Zealand, and India partly offset by
weakness in China. The prior period included the Chinese legal
solution (BOLD) which was transferred to Legal & Regulatory
division as of January 1, 2024. Australia and New Zealand
launched CCH iFirm Analytics.
Tax & Accounting
CONTINUED
Our customers
Accounting firms, tax and auditing departments, businesses of
allsizes, government agencies, libraries, and universities
Top products
North America:
CCH Axcess, CCH ProSystem fx, CCH Axcess
Engagement, CCH Axcess Workflow, CCH AnswerConnect,
andCCHiFirm
Europe, Asia Pacific, and ROW:
A3 Software, ADDISON, CCH iFirm,
Genya, Twinfield, and Codabox
→
Complete list of Tax & Accountingsolutions
www.wolterskluwer.com/en/tax-and-accounting
• CCH AnswerConnect recognized
for AI innovation at the AI
Breakthrough
Awards
• CCH iFirm won Stratus award
for
Cloud Computing from Business
Intelligence Group
22
Other informationFinancial statementsSustainability statementsGovernance
Wolters Kluwer 2024 Annual Report
Strategic report
Tax & Accounting
CONTINUED
7%
organic revenue growth
92%
recurring revenues
as % of division total
83%
software revenues
as % of division total
Tax & Accounting – Year ended
December 31
€ million, unless otherwise
stated
2024 2023
Δ Δ CC
Δ OG
Revenues
1,561
1,466
+6% +7%
+7%
Adjusted operating profit
519 479
+8% +9%
+10%
Adjusted operating profit margin
33.2%
32.7%
Operating profit
497 460
+8%
Net capital expenditure
68 74
Ultimo FTEs
7,159
7,276
Δ: % Change; Δ CC: % Change in constant currencies (€/$ 1.08); Δ OG: % Organic growth.
2024 Revenues
by segment
2024 Revenues
by type
2024 Revenues
by geographic market
2024 Revenues
by media format
Tax & Accounting
North America
60%
Tax & Accounting
Europe
36%
Tax & Accounting
Asia Pacific & ROW
4%
Recurring
92%
Print books
1%
Other non-recurring
7%
North America
60%
Europe
36%
Asia Pacific & ROW
4%
Software
83%
Digital
information
solutions*
13%
Services and print
4%
*incl. software-related services
23
Other informationFinancial statementsSustainability statementsGovernance
Wolters Kluwer 2024 Annual Report
Strategic report
Technology-enabled services
and solutions
Expert compliance services and
software solutions for financial
institutions, corporations,
small and
midsize businesses, and law firms.
Financial &
Corporate
Compliance
24
Other informationFinancial statementsSustainability statementsGovernance
Wolters Kluwer 2024 Annual Report
Strategic report
Financial & Corporate Compliance
CONTINUED
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
complianceservices.
In Legal Services, we provide corporations, small and midsize
businesses, and law firms with the full set of legal entity
management andcorporate services, including business
licensingsolutions.
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
On-going activity in
regulations forbanks
andcorporations
Rising emphasis on
compliance expertise
andcapabilities
Continued digitization of
banking and legal workflows
Ongoing drive for
operatingefficiency
We are focused on
delivering innovative
expert solutions that make
a meaningful difference to
our customers.
Steve Meirink
CEO Financial &
Corporate Compliance*
*
Until January 3, 2025
“
Bankers Fidelity Life Insurance Company, a provider of life and
health
insurance products, faced significant demands in managing regulatory
changes across 46 U.S. states and the District of Columbia.
To reduce manual processes and inefficiencies while managing regulatory
change and complexity, Bankers Fidelity implemented Wolters Kluwer
OneSumX® Reg Manager, a cloud-based SaaS solution designed to help
organizations track, map, and monitor regulatory changes efficiently.
Theplatform provides daily regulatory alerts, tailored to lines of business,
and includes the industry-leading NILS™ Authoritative Source Library.
Thesystem has a user-friendly dashboard, offers actionable insights, an
activity tracker, and also maps regulatory changes to specific
departments, ensuring compliance risks are mitigated effectively.
Within the first week, OneSumX® Reg Manager identified legislation that
could have caused potential compliance exposure. “We were able to
ensure the company was operating in compliance in all the states – it
saved us regulatory exposure. Were it not for Reg Manager, we may
have
missed something,” stated Andrew Boron, General Counsel and Chief
Compliance Officer at Bankers Fidelity.
Boron praised Reg Manager for surpassing other solutions by tailoring
content to their business instead of relying on generic updates. “Reg
Manager is constantly evolving. Even in the amount of time we’ve been
using it, it has been progressing forward.” The implementation improved
regulatory oversight, increased operational agility, and helped Bankers
Fidelity move closer to their enterprise risk management objective of
achieving 100% compliance.
Bankers Fidelity gains visibility
and agility with OneSumX® Reg Manager
CUSTOMER CASE
25
Other informationFinancial statementsSustainability statementsGovernance
Wolters Kluwer 2024 Annual Report
Strategic report
Review of 2024 performance
•
Organic growth 5%, led by Legal Services up 7%.
•
Recurring revenues grew 6% organically, while non-recurring
revenues returned to growth.
•
Margin increase mainly reflects operational gearing and
costefficiencies.
Financial & Corporate Compliance revenues increased 5%
inconstant currencies and 5% organically (FY 2023: 2%),
helpedbyarecovery in non-recurring transactional revenues
inLegalServices.
The adjusted operating profit margin increased 90 basis
points,driven by operational gearing and cost efficiencies.
IFRSoperating profit increased 8%, mainly reflecting the
increaseinadjusted operating profit.
In
Legal Services (59% of divisional revenues), CT Corporation
recorded 7% organic growth (FY 2023: 2%). Recurring service
subscriptions rose 7% (FY 2023: 8%) while Legal Services
transactional revenues rose 8% organically against an easy
comparable in the prior year (FY 2023: 9% decline). Transactions
linked to US M&A volumes remained subdued. CT Corporation
generated €10 million in new revenues (subscription and
transactional) from its beneficial ownership (BOI) reporting
solution launched in 2024 to support compliance with the
Corporate Transparency Act (CTA).
Financial Services
(41% of divisional revenues) achieved 3%
organic growth (FY 2023: 2%), supported by 4% organic growth
inrecurring revenues (FY 2023: 5%). Financial Services (FS)
transactional revenues rose 1% (FY 2023: 3% decline) as
mortgage-related transactions and lien search and filing
volumesremained subdued reflecting elevated interest rates.
On February 7, 2025, we announced an agreement to acquire
Registered Agent Solutions, Inc. (RASi) for $415 million in cash.
Subject to regulatory clearances and closing conditions, the
transaction is expected to close in the first half of 2025.
Financial & Corporate Compliance
CONTINUED
Our customers
Corporations, small businesses, law firms, banks, non-bank
lenders, credit unions, insurers, and securities firms
Top products
Legal Services:
CT Corporation
Financial Services:
ComplianceOne, Expere, eOriginal,
GainsKeeper, Lien Solutions, and OneSumX
→
For more information on FCC
www.wolterskluwer.com/en/about-us/organization/financial-
and-corporate-compliance
•
Wolters Kluwer Beneficial
Ownership platform recognized
with FinTech Breakthrough
Award
• Six RiskTech solutions recognized
as Category Leaders or
Best-of-
Breed by Chartis Research
26
Other informationFinancial statementsSustainability statementsGovernance
Wolters Kluwer 2024 Annual Report
Strategic report
Financial & Corporate Compliance
CONTINUED
5%
organic growth in revenues
67%
recurring revenues as % of division
total
47%
software revenues as % of division
total
Financial & Corporate Compliance – Year ended
December 31
€ million, unless otherwise
stated
2024 2023
Δ Δ CC
Δ OG
Revenues
1,105
1,052 +5%
+5% +5%
Adjusted operating profit
433 403
+7%
+7% +7%
Adjusted operating profit margin
39.2%
38.3%
Operating profit
415
383 +8%
Net capital expenditure
54 58
Ultimo FTEs
3,030 3,056
Δ: % Change; Δ CC: % Change in constant currencies (€/$ 1.08); Δ OG: % Organic growth.
2024 Revenues
by segment
2024 Revenues
by type
2024 Revenues
by geographic market
2024 Revenues
by media format
Legal Services
59%
Financial Services
41%
Recurring
67%
Legal
Services
transactional
19%
Financial
Services
transactional
12%
Other
non-recurring 2%
North America
99%
Europe
1%
Software
47%
Digital
information
solutions*
6%
Services and print
47%
*incl. software-related services
27
Other informationFinancial statementsSustainability statementsGovernance
Wolters Kluwer 2024 Annual Report
Strategic report
Legal and regulatory insights
and solutions
Actionable
insights and integrated
solutions that streamline
legal
andregulatory research, analysis,
andworkflow.
Legal &
Regulatory
28
Other informationFinancial statementsSustainability statementsGovernance
Wolters Kluwer 2024 Annual Report
Strategic report
Legal & Regulatory
CONTINUED
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 optimal decisions with accuracy and speed.
Market trends
Increasing change in laws,
regulations, and compliance
requirements
Emerging demand for tools
that can integrate customers
with external content
Accelerated adoption of
technology, partly driven
byGenAI
Legal professionals seeking
ways to navigate complexity
and increase productivity
AI driving importance of
trusted, proprietary content
GenAI drives value by
enabling optimal legal
decision making, based
ontrusted content.
Martin O’Malley
CEO Legal & Regulatory
“
CMS, the largest law firm in Poland, known for its comprehensive range
oflegal services, wanted to streamline its legal research process,
which
involves reviewing hundreds of judgments, identifying relevant excerpts,
and assessing their significance. CMS chose to integrate Wolters
Kluwer’s
Lex Kompas Orzeczniczy, an advanced AI-powered legal research
tool.
Andrzej Pośniak, Managing Partner at CMS, commented, “The
implementation of Lex Kompas Orzeczniczy has significantly changed the
way our team analyzes court rulings. It is one of the few AI-based tools
that has been seamlessly integrated into our legal research process
in
Poland, and has demonstrated tangible effectiveness in practice.”
Tomasz Prus, Innovation Catalyst at CMS, added, “One of the most
impressive features of Lex Kompas Orzeczniczy is its pre-trained
machine
learning algorithm, which automatically highlights key sections of
documents that require analysis. This allows our lawyers to immediately
identify important legal principles, key legal arguments, and potential
uncertainties. As a result, they can efficiently extract essential information
from voluminous legal texts.”
By removing the manual aspect of research, Lex Kompas Orzeczniczy saves
time and improves the quality of work, allowing CMS’s lawyers to focus on
case strategy and client interaction, which are greater value-add
activities.
CMS Poland
enhances legal research efficiency with Lex Kompas Orzeczniczy
CUSTOMER CASE
29
Other informationFinancial statementsSustainability statementsGovernance
Wolters Kluwer 2024 Annual Report
Strategic report
Review of 2024 performance
•
Organic growth 5%, led by growth in digital information
solutions up 7%.
•
Legal & Regulatory Software grew 6% organically.
•
Margin increase reflects gearing, mix shift, efficiencies, as well
as a one-time pension gain.
Legal & Regulatory revenues increased 8% in constant currencies,
mainly reflecting the transfer of our Chinese legal research
solution (BOLD) into the division as of January 1, 2024. On an
organic basis (excluding the transfer and the effect of small
acquisitions in 2023), revenues grew 5% (FY 2023: 4%).
Adjusted operating profit increased 27% in constant currencies
and 19% on an organic basis, including €15 million related to the
Dutch pension plan amendment gain. Excluding this non-cash
gain, the adjusted operating profit margin improved 130 basis
points, driven by operational gearing, mix shift, and cost
effectiveness. Reported IFRS operating profit increased 27%,
mainly reflecting the increase in adjusted operating profit.
Legal & Regulatory Information Solutions
(77% of divisional
revenues) revenues grew 9% in constant currencies, partly
reflecting the aforementioned transfer and acquisitions. On
anorganic basis, Information Solutions grew 5% (FY 2023: 4%),
driven by digital information solutions which grew 7% organically
(FY 2023: 8%). Print subscriptions and book revenues both
declined, as expected. During 2024, we introduced GenAI features
to our U.S. legal research solution (VitalLaw) and launched a
GenAI-enabled beta version of InView Legal in The Netherlands.
Legal & Regulatory Software
(23% of divisional revenues)
recorded 6% organic growth (FY 2023: 5%). ELM Solutions
(Tymetrix and Passport) delivered mid-single-digit organic
growth, supported by 9% organic growth in transactional
revenues linked to legal spend volumes. Legal practice
management software, mainly Kleos and Legisway, sustained
highsingle-digit organic growth.
Legal & Regulatory
CONTINUED
Our customers
Legal and compliance professionals inlaw firms, corporate legal
departments, universities, andgovernment organizations
Top products
Legal & Regulatory Information Solutions:
VitalLaw, LEX, ONE,
InView, and Schulinck
Legal & Regulatory Software:
Passport, TyMetrix 360°, Legisway,
and Kleos
→
Complete list of Legal & Regulatory solutions
www.wolterskluwer.com/en/about-us/organization/legal-and-
regulatory
• Legisway recognized as Best Work
Management Platform in
2024 SIIA
CODiE Awards
• ELM Solutions named Overall
Legal Spend Management
Solutions Provider of the Year
in
LegalTech
Breakthrough Awards
30
Other informationFinancial statementsSustainability statementsGovernance
Wolters Kluwer 2024 Annual Report
Strategic report
Legal & Regulatory
CONTINUED
5%
organic growth
in revenues
79%
recurring revenues
as % of division total
86%
digital revenues as
% of division total
Legal & Regulatory – Year ended
December 31
€ million, unless otherwise
stated
2024 2023
Δ Δ CC
Δ OG
Revenues
946 875
+8%
+8% +5%
Adjusted operating profit
176 138
+28%
+27%
+19%
Adjusted operating profit margin
18.6%
15.7%
Operating profit
145 114
+27%
Net capital expenditure
53 58
Ultimo FTEs
4,147
4,033
Δ: % Change; Δ CC: % Change in constant currencies (€/$ 1.08); Δ OG: % Organic growth.
2024 Revenues
by segment
2024 Revenues
by type
2024 Revenues
by geographic market
2024 Revenues
by media format
Legal & Regulatory
Software
23%
Legal & Regulatory
Information Solutions
77%
Recurring
79%
Print books
4%
ELM transactional
11%
Other non-recurring
6%
North America
32%
Europe
65%
Asia Pacific & ROW
3%
Software
28%
Digital
information
solutions*
58%
Services
and print
14%
*incl. software-related services
31
Other informationFinancial statementsSustainability statementsGovernance
Wolters Kluwer 2024 Annual Report
Strategic report
Global enterprise software
Enterprise software solutions for
corporate performance management,
ESG, EHS, risk management,
internal
audit, and assurance.
Corporate
Performance
& ESG
32
Other informationFinancial statementsSustainability statementsGovernance
Wolters Kluwer 2024 Annual Report
Strategic report
Corporate Performance & ESG
CONTINUED
Business overview
Wolters Kluwer Corporate Performance & ESG (CP & ESG) delivers
innovative software solutions that empower organizations
around the world to collect, report, analyze, and assure their
financial, sustainability, operational, and other performance data.
CP & ESG solutions drive corporate responsibility and
sustainability, mitigate and manage operational and financial
risks, improve workplace safety, and facilitate regulatory
reporting and compliance. By simplifying complex processes
andproviding actionable insights, we help organizations achieve
sustainable growth, improve decision-making, and adapt to a
rapidly evolving regulatory and business environment.
CP & ESG solutions are used by corporate finance professionals,
internal auditors, operational risk managers, sustainability
managers, and compliance teams in global enterprises.
Market trends
Demand shifts to cloud-
based and AI-enabled
solutions
Buying preferences move
toward subscription and
away from license models
Current focus on compliance
and assurance expected to
shift towards performance
optimization
Emergence of consumption-
based pricing for certain
AIcapabilities
Emerging demand for tools
that can integrate financial
and non-financial data
Our first-to-market AI
platform is revolutionizing
how companies manage
and report both financial
and non-financial data.
Karen Abramson
CEO Corporate Performance
&ESG
“
Toyota Finance Corporation (TFSC), a subsidiary of Toyota Motor
Corporation, oversees Toyota’s global financial services. TFSC was using
acorporate performance management (CPM) system that lacked data
analysis capabilities, was limited in its operational capacity, and relied
heavily on human resources, all of which hindered decision-making.
TFSC selected the CCH Tagetik CPM platform for its efficiency, speed,
andability to automate aggregation and analysis. CCH Tagetik provides
in-depth, multi-faceted analysis and insights within a user-friendly
interface. After adopting CCH Tagetik CPM, TFSC was able to reduce
monthly aggregation and management reporting time by 50%.
The increased efficiency enabled teams to allocate more time to
value-add activities. By consolidating the management of data in
CCHTagetik and managing user access, TFSC enhanced the speed and
efficiency of sharing information across business units which led to an
increase in data-driven decision making.
A project manager at TFSC commented, “CCH Tagetik seamlessly connects
budget and actual data with a remarkable level of analytical versatility.
Furthermore, its user-friendly setup, code-free operations, intuitive
interface, and flexible configurations in allocation make it stand out
asasuperior solution compared to other CPM systems.”
Toyota Finance Corporation
selects CCH Tagetik to streamline
data operations
CUSTOMER CASE
33
Other informationFinancial statementsSustainability statementsGovernance
Wolters Kluwer 2024 Annual Report
Strategic report
Review of 2024 performance
•
Organic growth 5%, driven by recurring cloud software
revenues up 20%.
•
Margin decline reflects lower software license revenues and
increased investment.
•
In 2025, Finance, Risk & Reporting (FRR) transferred to Financial
& Corporate Compliance.
Corporate Performance & ESG revenues increased 5% in constant
currencies and 5% on an organic basis (FY 2023: 9%). Total
recurring revenues (69% of divisional revenues) grew 12%
organically (FY 2023: 11%), while non-recurring revenues declined
7% organically (FY 2023: 5% organic growth), due primarily to a
decline in CCH Tagetik license revenue as new customers
increasingly chose the CCH Tagetik cloud subscription (SaaS)
solution.
Adjusted operating profit declined 9% in constant currencies
and9% on an organic basis (FY 2023: decline of 12%) due to
theimpact of lower license revenues combined with increased
investment in product development. IFRS operating profit
decreased to €13 million, reflecting the decline in adjusted
operating profit and higher amortization of acquired identifiable
intangible assets.
In EHS & ESG
(25% of divisional revenues), the Enablon suite
delivered 15% organic growth (FY 2023: 16%), with double-digit
growth across all regions globally. Recurring cloud software
revenues increased 21% organically (FY 2023: 21%). Non-recurring
on-premise software license fees declined, but this was more
than offset by second half growth in implementation services
revenues. Enablon’s carbon capture, air, and water quality
modules saw strong growth.
In Corporate Performance, Corporate Tax,
Audit & Assurance
(58% of divisional revenues), performance was mixed. The CCH
Tagetik corporate performance management platform10 revenues
were flat (FY 2023: 20% organic growth) due to an unexpected
decline in software license revenues in December 2024 as new
customers opted for cloud subscriptions. Recurring cloud
subscription revenues for the CCH Tagetik platform, typically
recognized over three-year contracts, grew 18% organically (FY
2023: 21%), driven by new customer wins and increased uptake of
software modules. CCH Tagetik gained over 200 new customers in
2024 and upgraded more than 40 customers to its new AI-enabled
CCH Tagetik Intelligent Platform. Our Corporate Tax (CCH SureTax)
and Audit & Assurance (TeamMate) units delivered robust organic
growth, driven by double-digit organic growth in recurring cloud
software revenues.
Finance, Risk & Reporting
(17% of divisional revenues), which
provides regulatory reporting and risk solutions to banks
(OneSumX), posted positive organic growth (2023: decline), driven
by growth in recurring software revenues and non-recurring
professional services revenues. We increased investment in the
integrated OneSumX platform to support banks in preparing for
Basel IV and other regulatory changes.
Corporate Performance & ESG
CONTINUED
Our customers
Corporate finance, audit, planning, risk, EHS/ORM, and
sustainability professionals in corporations, banks, and
governments.
Top products
EHS & ESG:
Enablon
Corporate Performance, Corporate Tax,
Audit & Assurance: CCH
Tagetik and TeamMate
Finance, Risk & Reporting:
OneSumX
→
Complete list of CP & ESG solutions
www.wolterskluwer.com/en/about-us/organization/corporate-
performance-esg
•
Enablon ESG Excellence named
leading SaaS solution
by the
Business Intelligence Group in
Stratus Awards
• CCH Tagetik named Leader in
Gartner Magic Quadrant
for
Financial Planning Software
34
Other informationFinancial statementsSustainability statementsGovernance
Wolters Kluwer 2024 Annual Report
Strategic report
Corporate Performance & ESG
CONTINUED
5%
organic growth in revenues
69%
recurring revenues as
% of division total
78%
software revenues
as % of division total
Corporate Performance & ESG – Year ended December 31
€ million, unless otherwise
stated
2024 2023
Δ Δ CC
Δ OG
Revenues
720
683 +5%
+5% +5%
Adjusted operating profit
61 68
-10%
-9% -9%
Adjusted operating profit margin
8.5%
9.9%
Operating profit
13 26
-50%
Net capital expenditure
95 84
Ultimo FTEs
3,315
3,215
Δ: % Change; Δ CC: % Change in constant currencies (€/$ 1.08); Δ OG: % Organic growth.
2024 Revenues
by segment
2024 Revenues
by type
2024 Revenues
by geographic market
2024 Revenues
by media format
EHS & ESG
25%
Corporate Performance,
Tax &
Internal Audit
58%
Finance, Risk & Reporting
17%
Recurring
69%
Non-recurring
31%
North America
35%
Europe
47%
Asia Pacific & ROW
18%
Software
78%
Digital
information
solutions*
22%
*incl. software-related services
35
Other informationFinancial statementsSustainability statementsGovernance
Wolters Kluwer 2024 Annual Report
Strategic report
Group financial
review
Revenues
Group revenues were €5,916 million, up 6% overall and up 6% in
constant currencies. The effect of currency and the net effect of
divestments and acquisitions were both negligible in 2024, and
organic revenue growth was also 6% (FY 2023: 6%).
Revenue bridge
€ million %
Revenues 2023 5,584
Organic change 325
6
Acquisitions 17
0
Divestments (19)
0
Currency impact (1)
0
Revenues 2024 5,916
6
Revenues from North America accounted for 64% of total group
revenues and grew 6% organically (FY 2023: 5%). Revenues from
Europe, 28% of total revenues, grew 5% organically (FY 2023: 7%).
Revenues from Asia Pacific and Rest of World, 8% of total
revenues, grew 6% organically (FY 2023: 9%).
Total recurring revenues, which include subscriptions and other
renewing revenue streams, accounted for 82% of total revenues
(FY 2023: 82%) and grew 7% organically (FY 2023: 7%). Within
recurring revenues, digital and service subscriptions, sustained
8% organic growth (FY 2023: 8%).
Total non-recurring revenues increased 1% on an organic basis
(FY 2023: 0%), with varied trends. Of this, total transactional
revenues increased 6% organically (FY 2023: decline of 3%) while
print book revenues were flat. Other non-recurring revenue
streams, which include on-premise software licenses and
implementation fees, declined 4% organically (FY 2023: 1%
organic growth), with mixed performances by division.
Revenues by type
€ million, unless otherwise
stated 2024
2023 ∆
∆ CC ∆ OG
Digital and service subscription 4,458
4,134
+8% +8%
+8%
Print subscription 125
136 -8%
-8% -8%
Other recurring 285
273 +5%
+5% +7%
Total recurring revenues
4,868
4,543
+7%
+7% +7%
Transactional 436
411
+6%
+6% +6%
Print books 120
120 0%
0% 0%
Other non-recurring 492
510 -3%
-3% -4%
Total non-recurring revenues
1,048 1,041
+1% +1%
+1%
Total revenues 5,916
5,584 +6%
+6% +6%
∆: % Change; ∆ CC: % Change in constant currencies (€/$ 1.08); ∆ OG:
% Organic growth. Other non-recurring revenues include software
licenses, software implementation fees, professional services, and other
non-subscription offerings.
This review provides a summary of
IFRS results alongside
a discussion
ofadjusted figures which give deeper
insight into underlyingperformance.
Adjusted free cash
flow was better than
expecteddue to higher
cash conversion.
“
Kevin Entricken
CFO and Member
of the Executive Board
Highlights 2024
• Revenues up 6% organically
• 82% recurring revenues, up 7% organically
• 59% expert solutions revenues, up 7% organically
• 19% cloud software revenues, up 16% organically
36
Other informationFinancial statementsSustainability statementsGovernance
Wolters Kluwer 2024 Annual Report
Strategic report
Key figures
€ million, unless otherwise stated
2024 2023
∆ ∆ CC
∆ OG
Revenues 5,916
5,584 +6%
Operating profit 1,441
1,323
+9%
Profit for the year
1,079 1,007
+7%
Diluted EPS (€) 4.52
4.09
+11%
Net cash from operating activities
1,654 1,545
+7%
Business performance – benchmark figures
Revenues 5,916
5,584 +6%
+6% +6%
Adjusted operating profit
1,600 1,476
+8% +8%
+8%
Adjusted operating profit margin (%)
27.1
26.4
Adjusted net profit
1,185
1,119
+6% +7%
Diluted adjusted EPS (€)
4.97
4.55 +9%
+11%
Adjusted free cash flow
1,276
1,164
+10%
+9%
Return on invested capital (%)
18.1
16.8
Net debt 3,134
2,612
+20%
∆: % Change; ∆ CC: % Change in constant currencies (€/$ 1.08); ∆ OG: % Organic growth. Benchmark figures are
performance measures used by management. SeeNote 4 – Benchmark figures of the
Financial statements fora
reconciliation from IFRS to benchmark figures.
Operating profit
Adjusted operating profit was €1,600 million (2023: €1,476 million), up 8% in constant currencies,
resulting in a margin of 27.1%. Adjusted operating profit included a €27 million one-time non-cash
gain related to an amendment to our Dutch pension plan. Excluding the pension gain, the adjusted
operating profit margin increased 20 basis points to 26.6% (2023: 26.4%), within our guidance range
(26.4%-26.8%). Included in adjusted operating profit were restructuring expenses of €28 million
(2023: €15 million).
Investment in product development spending (including capitalized spend) increased 6% in
constant currencies and amounted to 11% of revenues in 2024 (2023: 11%).
Reported operating profit increased 9% to €1,441 million (2023: €1,323
million), largely reflecting the
increase in adjusted operating profit. Reported operating profit included a net loss of €3 million on
the divestment of a continuing medical education unit, whereas the prior year included a disposal
gain of €4 million. Amortization and impairments of acquired identifiable intangible assets and
goodwill increased 2% to €149 million.
Group financial review
CONTINUED
Highlights 2024
• IFRS operating profit up 9%
• Profit for the year up 7% and diluted EPS up 11%
• Adjusted net profit for the year up 6%
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Strategic report
Divisional summary
Overall organic revenue growth was 6%, led by Tax & Accounting. The increase in group adjusted
operating profit margin was mainly driven by Legal & Regulatory and Financial & Corporate
Compliance.
→
For a more detailed discussion of divisional performance, see
pages 16-35 of this annual report
Corporate expenses
€ million, unless otherwise stated
2024 2023
∆ ∆ CC
∆ OG
Adjusted operating profit
(69)
(66)
+4%
+4% +4%
Operating profit (69)
(66)
+4%
Net capital expenditure
0 0
Ultimo FTEs 148
143
∆: % Change; ∆ CC: % Change in constant currencies (€/$ 1.08); ∆ 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 higher third-party services.
Divisional summary
€ million, unless otherwise stated
2024 2023
∆ ∆ CC
∆ OG
Revenues
Health 1,584
1,508 +5%
+5% +6%
Tax & Accounting 1,561
1,466
+6% +7%
+7%
Financial & Corporate Compliance
1,105
1,052
+5% +5%
+5%
Legal & Regulatory 946
875 +8%
+8% +5%
Corporate Performance & ESG
720
683 +5%
+5% +5%
Total revenues 5,916
5,584
+6% +6%
+6%
Adjusted operating profit
Health 480
454 +6%
+6% +6%
Tax & Accounting 519
479
+8% +9%
+10%
Financial & Corporate Compliance
433 403
+7%
+7% +7%
Legal & Regulatory
176 138
+28% +27%
+19%
Corporate Performance & ESG
61 68
-10%
-9% -9%
Corporate (69)
(66)
+4%
+4% +4%
Total adjusted operating profit
1,600 1,476
+8% +8%
+8%
Adjusted operating profit margin
Health 30.3%
30.1%
Tax & Accounting 33.2%
32.7%
Financial & Corporate Compliance
39.2%
38.3%
Legal & Regulatory 18.6%
15.7%
Corporate Performance & ESG
8.5%
9.9%
Total adjusted operating profit margin
27.1%
26.4%
∆: % Change; ∆ CC: % Change in constant currencies (€/$ 1.08); ∆ OG: % Organic growth.
Group financial review
CONTINUED
Highlights 2024
• Adjusted operating profit €1,600 million, up 8% in constant
currencies
• Adjusted operating profit margin up 70 basis points
to27.1%
38
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Wolters Kluwer 2024 Annual Report
Strategic report
Financial position
Balance sheet
Non-current assets, mainly consisting of goodwill and acquired identifiable intangible assets,
increased by €501 million to €6,841million in 2024, mainly due to the acquisition of the Isabel Group
accountancy solutions inSeptember 2024 and continued investments insoftware assets.
Total equity decreased by €204 million to €1,545 million, mainly due to the share buybacks, and
dividend payments, partly offset by the profit for the year and exchange differences on translation
of foreign operations. During the year, we repurchased 6.7 million shares for a total consideration of
€1 billion, including 0.6 million shares to offset incentive share issuances (2023:0.5million).
In September 2024, we canceled 10.0 million of shares held in treasury (2023:9.0 million shares
canceled). As of December 31, 2024, we held 4.2 million shares in treasury. The total weighted-
averagenumber of shares was 237.5 million in 2024 (2023: 244.9million).
Balance sheet
€ million, unless otherwise stated
2024 2023
Variance
Non-current assets 6,841
6,340 501
Working capital (1,127)
(1,036)
(91)
Total equity 1,545
1,749
(204)
Net debt 3,134
2,612
522
Net-debt-to-EBITDA ratio
1.6 1.5
0.1
Net debt, leverage, and liquidity position
As of December 31, 2024, net debt was €3,134 million, up from €2,612 million on December 31, 2023.
The net-debt-to-EBITDA ratio increased to 1.6x at year end 2024 (FY 2023: 1.5x). Gross debt of
€4,090 million includes the €600 million Eurobond (5-year term; 3.250% annual coupon) issued on
March 18, 2024.
As of December 31, 2024, net cash available was €945 million (total cash and cash equivalents of
€954 million less overdrafts used for cash management purposes of €9m).
As of December 31, 2024, our €600 million multi-currency credit facility remained undrawn.
Gross debt increased due to the increase in bonds outstanding and increase in borrowings and bank
overdrafts to €359million at December 31, 2024 (2023: €196 million), including €350 million Euro
Commercial Papernotes (2023: €50 million).
Group financial review
CONTINUED
Highlights 2024
• Net debt-to-EBITDA ratio 1.6x
• Liquidity position remained strong
39
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Wolters Kluwer 2024 Annual Report
Strategic report
Working capital
€ million 2024
2023 Variance
Inventories 79
84 (5)
Current contract assets
148
160 (12)
Trade receivables
1,129
1,087 42
Current operating other receivables
262
198 64
Current deferred income
(2,054)
(1,899)
(155)
Other contract liabilities
(76) (86)
(86)
Trade and other operating payables
(1,031)
(951) (80)
Operating working capital
(1,543)
(1,407) (136)
Cash and cash equivalents 954
1,135
(181)
Non-operating working capital (538)
(764) 226
Total working capital
(1,127)
(1,036)
(91)
Operating working capital amounted to €(1,543) million, compared to €(1,407) million in 2023, a
decrease of €136 million. This decrease is largely due to autonomous movements in working capital
of €82 million.
Non-operating working capital increased to €(538) million, compared to €(764) million in 2023,
mainly due to lower short-term bonds in 2024 (nil) compared to 2023 (€400 million), partly offset by
higher borrowings and bank overdrafts at the end of 2024.
Financing results, taxation,
EPS, and ROIC
Financing results
Total financing results increased to €65 million (2023: €27 million) due to lower interest income on
lower average cash balances combined with higher coupon interest on refinanced debt. In addition,
in 2024, we recorded a €9 million net foreign exchange loss, mainly on the translation of
intercompany balances, whereas the prior year had benefitted from a €7 million net foreign
exchange gain. Adjusted net financing costs were €62 million (2023: €27 million).
Taxation
Profit before tax increased 6% to €1,378 million (2023: €1,297 million). The reported effective tax rate
decreased to 21.7% (2023: 22.4%), reflecting the positive tax impact of the divestment of our
continuing medical education unit (Learner’s Digest) on August 30, 2024.
Adjusted profit before tax was €1,540 million (2023: €1,450 million), up 7% in constant currencies. The
benchmark tax rate on adjusted profit before tax increased to 23.1% (2023: 22.9%), mainly due to
unfavorable movements in our deferred tax positions and the negative impact of Pillar II global
minimum tax rules.
Earnings per share
Net profit for the year increased 7% overall to €1,079 million (2023: €1,007million). Diluted earnings
per share increased 11% overall to €4.52 (2023: €4.09), reflecting
the increase in net profit and the
reduction in weighted-average number of shares outstanding.
Adjusted net profit was €1,185 million (2023: €1,119 million), an increase of 7% in constant currencies.
Diluted adjusted EPS was €4.97 (2023: €4.55), up 11% in constant currencies, reflecting
the increase in
adjusted net profit and a 3% reduction in the diluted weighted-average number of shares
outstanding to 238.4 million (2023: 246.0 million).
Return on invested capital (ROIC)
In 2024, ROIC was 18.1% (2023: 16.8%), mainly due to a higher adjusted operatingprofit, partly offset
by a higher benchmark taxrate.
Group financial review
CONTINUED
Highlights 2024
• Diluted adjusted EPS €4.97, up 11% in constant currencies
• Return on invested capital improved to 18.1%
40
Other informationFinancial statementsSustainability statementsGovernance
Wolters Kluwer 2024 Annual Report
Strategic report
Cash flow
Net cash outflow before the effect of exchange differences was€84million (2023: €310 million), due
to net cash used in financing activities and investing activities outweighing net cash from operating
activities.
Cash flow
€ million, unless otherwise stated
2024 2023
Variance
Net cash from operating activities
1,654 1,545
109
Net cash used in investing activities (652)
(374) (278)
Net cash used in financing activities (1,086)
(1,481)
395
Adjusted operating cash flow
1,627 1,476
151
Net capital expenditure (313)
(323)
10
Adjusted free cash flow
1,276
1,164
112
Diluted adjusted free cash flow per share (€)
5.35
4.73 0.62
Cash conversion ratio (%)
102 100
Adjusted operating cash flow was €1,627 million (2023: €1,476 million), up 10% in constant currencies.
This reflects a full-year cash conversion ratio of 102% (2023: 100%), which was higher than
anticipated. Working capital inflows of €82 million were lower than in the prior year (2023:
€98million). Net capital expenditures were €313 million, a reduction of 3% in constant currencies.
Capexas a percent of revenues declined to 5.3% (2023: €5.8% million).
Cash payments related to leases, including lease interest paid, were €70 million (2023: €74 million).
Depreciation of physical assets, amortization and impairment of internally developed software, and
depreciation of right-of-use assets totaled €330 million (FY 2023: €299 million).
Net interest paid, excluding lease interest paid, increased to €34 million (2023: €17 million),
reflecting the higher coupon interest and lower interest income on cash balances.
Income tax paid decreased to €318 million (2023: €325 million). The net cash effect of restructuring
was €7 million inflow (2023:outflow of €1 million). As a result, adjusted free cash flow was €1,276
million (2023: €1,164 million), up 9% in constant currencies.
Dividends paid amounted to €521 million (2023:€467 million). The cash deployed towards share
repurchases was €1 billion, in line with prioryear (2023: €1 billion).
Acquisitions and divestments
Total acquisition spending, net of cash acquired and including transaction costs, was €342 million
(2023: €68 million), and primarily relates to the acquisition of Isabel Group accountancy solutions by
Tax & Accounting on September 5, 2024. During 2024, net divestment proceeds from two small
divestments amounted to €1 million, compared to €8 million in 2023.
Leverage and financial policy
We use our free cash flow to invest in the business organically and through acquisitions, to maintain
optimal leverage, and to 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.
Since 2011, our twelve months’ rolling net-debt-to-EBITDA ratio has fluctuated between 1.3x and 2.4x,
providing a strong and secure financial foundation for our business. As we execute on our strategic
priorities, we will aim to maintain leverage in the range of 1.5x to 2.5x. We may temporarily deviate
from this range, but our high proportion of recurring revenues and resilient free cash flows give us
the ability to rapidly return to this range.
Highlights 2024
• Adjusted free cash flow €1,276 million, up 9% in constant
currencies
• Cash conversion ratio of 102%
Group financial review
CONTINUED
41
Other informationFinancial statementsSustainability statementsGovernance
Wolters Kluwer 2024 Annual Report
Strategic report
Governance
43 Corporate governance
49 Risk management
60 Statements by the Executive Board
61
Executive Board
62 Supervisory Board
63 Report of the Supervisory Board
69 Remuneration report
42
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Wolters Kluwer 2024 Annual Report
Governance
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 and development of the strategy.
TheSupervisory Board supervises the policies of the Executive
Board and the general affairs of the company and its enterprise,
considering 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). 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.
→
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
valuecreation, 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. The responsibilities
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 considers 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 nominated by the
Supervisory Board and appointed by the General Meeting
ofShareholders.
The full procedure for appointment and dismissal of members
ofthe 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 on
page 61 and
Supervisory Board on page 62
Corporate
governance
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.
Thecorporate 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
allapplicable other laws and regulations.
43
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Wolters Kluwer 2024 Annual Report
Governance
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 more information on the remuneration and the new proposed
policy see Remuneration report
on page 69
Term of appointment
Since the introduction of the first Corporate Governance Code
in2004, Executive Board members are appointed for a period
offour 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
→
For more information on the specific roles and responsibilities
of the Executive Board and Supervisory Board in relation to
sustainability, see Role of the Executive Board and Supervisory
Board (GOV-1)
in Sustainability statements
on page 95
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. In 2025, the remuneration policy of the Executive
Board will be submitted to the Annual General Meeting of
Shareholders again, in accordance with the requirement under
Dutch law to do so every four years.
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 2024 can be found in
the Remuneration report. The
Remuneration Report is submitted
to the Annual General Meeting of Shareholders for an advisory
vote every year.
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 remuneration
policy, the Executive Board members are required, in line with
Best Practice Provision 3.1.2 (vi) of the Corporate Governance
Code, to hold the earned shares (net of taxes) after vesting for
two more years. 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
stipulations, in the case of a change of control, the relevant
persons will receive 100% of the number of conditional rights
onshares 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
ofcontrol.
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 overseeing the implementation of the sustainable
long-term value creation strategy, the effectiveness of the
company’s internal risk management and control systems,
andthe 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
forthe company or the Executive Board member;
• Acquisitions of which the value is €150 million or more;
• Divestments of subsidiaries with revenues of €150 million
ormore;
• 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.
Corporate governance
CONTINUED
44
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Wolters Kluwer 2024 Annual Report
Governance
Board members is currently in compliance with the maximum
number of board seats allowed under Dutch law and the By-Laws.
→
For more information on the Supervisory Board members, see the
Report of the Supervisory Board
on page 63
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
the divisional CEOs, are regularly invited to present to the
Supervisory Board on the divisional strategy, operations, market
developments, and business developments. The CEO of Global
Business Services and the CTO (Digital eXperience Group)
annually present updates which include cybersecurity and
technology (including AI). In addition, the company facilitates
visits to business units and individual meetings with staff
andline managers. Various members of staff also attend
AuditCommittee and Selection and Remuneration
Committeemeetings.
The responsibilities of the Supervisory Board are set out in the
By-Laws of the Supervisory Board.
→
For more information on the specific roles and responsibilities
of the Executive Board and Supervisory Board in relation to
sustainability, see Role of the Executive Board and Supervisory
Board (GOV-1)
in Sustainability statements
on page 95
Appointment and composition
The members of the Supervisory Board are appointed by
theGeneral 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,
Supervisory Board, and the 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
anyparticular 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
Committees of the Supervisory Board
The Supervisory Board has two standing committees: the Audit
Committee and the Selection and Remuneration Committee.
Theresponsibilities 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
inthe 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 for the Supervisory Board was most recently
adopted by the Annual General Meeting of Shareholders in 2024.
For more information on remuneration, see
Remuneration report.
→
See Remuneration report
on page 69
Corporate governance
CONTINUED
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Wolters Kluwer 2024 Annual Report
Governance
Currently, the male/female representation of the Supervisory
Board is 43% male and 57% female. This is in line with Dutch
lawand our DEIB policy. The male/female representation in the
Executive Board is 50%/50%, which is in line with our target
fordiversity in the Executive Board. The Supervisory Board
composition comprises expertise within the broad information
and technology industry as well as specific market segments
inwhich the company operates. The composition of the
Supervisory Board is in line with its DEIB policy, Dutch law,
andthe competency, skills, and experience requirements as
described in its profile.
→
See Executive Board
on page 61
and Supervisory Board on
page 62
Insider dealing policy
The members of the Executive Board and the Supervisory Board
are bound by 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.
Diversity
Diversity, equity, inclusion, and belonging (DEIB) is an important
topic for the Supervisory Board and Executive Board. The DEIB
policy for the composition of the Supervisory Board and
Executive Board is included as an annex to the Supervisory Board
By-Laws. Elements of diversity include among others nationality,
gender, age, cultural background, 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
withDutch legislation which became applicable in 2022, we had
also set a target to increase the female representation in our
executive career band by 2 percentage points by 2028 from a
2022baseline, resulting in 33% female representation. This
percentage was achieved in 2024, by applying equitable and
inclusive employee practices. Our ambition going forward is
tocontinue these practices and keep the female participation
intheexecutive career band at least at the level of 33%.
Inaddition, wehave a global DEIB policy which is applicable
forall employees worldwide. While this target is in line with
legalrequirements inthe Netherlands around setting targets
formanagement positions, we carefully monitor that our
subsidiaries comply with all applicable local laws and
regulations, as may apply to them at any point in time.
OurChiefHuman Resources Officer reports into our CEO
andChair ofthe Executive Board, who as such has ultimate
responsibility for the DEIB strategy and the execution thereof.
→
For related information on DEIB, see
Targets related to own
workforce (S1-5) in Sustainability statements
on page 125
Culture
Our Executive Board is responsible for setting the tone for
ourculture from the top. The Executive Board has adopted
company values that serve as guidelines for our employees
andare at the heart of the company’s future success.
Ourvaluespropel us to put the customer at the center
ofeverything we do, honor our commitment to continuous
improvement and innovation, aim high and deliver the right
results, and most importantly: win as ateam. Our values
andethical standards arethe basis for our decisions for
andinteractions with our employees, customers, partners,
andsociety at large, and for achieving our goals. Wemaintain
aculture of open communication and a safe environment where
everyone should feel confident to ask aquestion or raise a
concern without fear of negative consequences. The Executive
Board and the Supervisory Board are committed to ensure
highstandards of ethics and integrity and promote openness
through our SpeakUp program. Our employees receive Annual
Compliance Training about our CodeofBusiness Ethics and
otherkey compliance policies and SpeakUp. In 2024, 99% of
ouremployees completed the Annual Compliance Training.
→
For more information on our Code of Business Ethics and SpeakUp
program, see Business conduct policies and corporate culture
(G1-1) in Sustainability statements
on page 136
→
For more information on the specific roles and responsibilities
of the Executive Board and Supervisory Board in relation to
sustainability, see Role of the Executive Board and Supervisory
Board (GOV-1)
in Sustainability statements
on page 95
Corporate governance
CONTINUED
46
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Wolters Kluwer 2024 Annual Report
Governance
Shareholders and the general meeting
of shareholders
At least once a year, Wolters Kluwer holds a general meeting
ofshareholders. The agenda of the Annual General Meeting
ofShareholders 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
are voted on separately.
In 2024, shareholders with voting rights for approximately 79%
ofthe 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
ofthe Executive Board, subject to the approval of the
SupervisoryBoard.
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. For a detailed description of the risks and the internal risk
management and control systems, see
Risk management.
→
See Risk management on
page 49
Environmental, social, and governance
matters
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 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 more information, see Information provided to and
sustainability matters addressed by the Executive Board and
Supervisory Board (GOV-2) in
Sustainability statements
on page 96
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 by the General
Meeting of Shareholders. At the Annual General Meeting of
Shareholders of May 8, 2024, 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 the meeting.
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 8, 2024, the authorization to
acquire shares in the company was granted to the Executive
Board for a period of 18 months. The authorization is limited to a
maximum of 10% of the issued capital on the date of the meeting.
On December 31, 2024, Wolters Kluwer N.V. held 4,149,638 shares
in the company (a 1.7% interest).
Corporate governance
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Governance
In line with standard practice, the Board of the Foundation
mettwice in 2024. 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 of press releases by the board members. 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 in the
Financial
Statements, and in Wolters Kluwer shares and bonds.
→
See Wolters Kluwer shares and bonds
on page 236
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
takenwill 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 N.V. 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). In 2024,
there were no changes in the composition of the Board.
Allmembers of the Board of the Foundation are independent
from the company.
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, see the Corporate
governance section on our website.
→
For more information, see
www.wolterskluwer.com/en/investors/
governance/policies-and-articles
Corporate governance
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Governance
Responsibility for risk management
The Executive Board is responsible for overseeing risk
management and internal controls at Wolters Kluwer. Our CEO
isresponsible 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
CFOand comprises representatives of various functional
departments, including Internal Audit, Internal Control, Legal
andCompliance, Corporate 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 the
company 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
pertinentrisks and mitigating actions. It diligently evaluates
thatassessment against the pre-defined risk appetite. Based
onthisassessment, the Executive Board reviews the design
andeffectiveness of the internal risk management and control
systems. In doing so, it considers the company’s risk appetite
andthe recommendations from internal assurance functions
andthe 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.
Risk management
This section provides an overview
of our approach to risk management.
Italso includes a summary
of the main risks we identify and
the actions
wetake to mitigate these risks.
Risk appetite
Risk type Balanced
Conservative Minimal
Strategic
• Macroeconomic
conditions
• Competition
• Changes in technology,
business models, and
customer preferences
• Mergers & 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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Governance
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, where deemed 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 internal controls.
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
controlprograms; and other initiatives to mitigate specific risks.
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
weare 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.
Managing risks is integrated into the operations of our divisions
and operating entities, supported by several staff functions.
TheExecutive Board is informed by divisional management about
risks on divisional and operational entity levels as part of the
regular planning and reporting cycles.
→
For information on how we considered our risk management
process in our resilience analysis in relation to our material
sustainability impacts and opportunities, see Material impacts
and opportunities and their interaction with strategy and business
model (SBM-3) in the Sustainability statements
on page 103
Internal Control Frameworks
Our Internal Control Framework for Financial Reporting (ICFR) is
based on the Committee of Sponsoring Organizations of the
Treadway Commission (COSO) 2013 framework. It is designed to
provide reasonable assurance that the results of our business
areaccurately reflected in our internal and external financial
reporting. The ICFR 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
andcontrols to be tested. As part of that scope, key controls
aretested 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.
Additionally, progress has been made in 2024 for the creation
andimplementation of an Internal Control Framework for
Sustainability Reporting (ICSR). Further steps to integrate
sustainability reporting controls into the ICSR are planned
for2025.
Our risk management and Internal Control Frameworks have
beendesigned 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 markets,
and the launch of new innovative products. For other risk
categories, our approach towards risks could be qualified as
conservative, and as minimal for certain legal & compliance
andfinancial & financial reporting risk categories. We carefully
weigh risks against potential rewards.
Emerging risks
Generative artificial intelligence (GenAI) 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.
Thisincludes the increased risk of violation of our intellectual
property rights.
For more information on climate-related 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.
Another risk area which emerged in recent years which we
continue to monitor is data privacy and data governance. This
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. The data privacy risk is described
in the risk category Regulatory and compliance in this Risk
management chapter.
Risk management
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Governance
Risk management
CONTINUED
Risk description and impact
Mitigation
Strategic risks
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.
Forexample, we are monitoring inflation and energy prices, as well as the Russian-Ukrainian war and the conflict in the
MiddleEast. We take steps to minimize the impact on our financial performance while also continuing the support of our
customersandemployees.
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
arecritical to the workflow of our customers, providing further resilience.
During times of uncertainty, our business units, particularly those that are exposed to transactional or other non-recurring
revenues, can deploy a range of actions to support revenues and defend profits. For example, 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, facing both large established
competitors and 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
anappropriate 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 11% of revenues each year in product development and innovation to enhance and expand our
expert solutions
andto transform our information products so we can maintain or strengthen our competitive positions and support innovation
andgrowth.
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 continuously monitor trends in the market segments in which we operate, including the rate of adoption of cloud-based
solutions and generative artificial intelligence tools and consider how these could affect our businesses in the short term or 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, helps us align our offerings to long-term market trends.
A core tenet of our strategy is to reinvest approximately 11% of group revenues into product development,
to remain competitive
and enhance the value delivered to customers. This investment includes the deployment of advanced technologies and the
development of cloud-based solutions.
→
For related information see
Strategy, business model, and value
chain (SBM-1) in the Sustainability statements on
page 98
51
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Governance
Risk management
CONTINUED
Strategic risks
continued
Mergers and acquisitions
We supplement organic growth with selected acquisitions
whichexpose us to a variety of risks that could affect the future
revenues and profits of the acquired businesses. Acquisitions
may be dilutive to margins, earnings, and ROIC in the near term.
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
ITsecurity, open source software, supply chain, and the
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 generally accretive to diluted adjusted
earnings per share in
the first full year of ownership.
Investment decisions are very selective. We focus on businesses with relatively predictable or recurring revenues that we expect
toenhance 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 that could
have an adverse impact on the performance 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.
Operational risks
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 of information.
We operate a global cybersecurity program to protect our organization, products, and customers. This program
governs the
execution of cybersecurity capabilities and 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 Global Information Security Policies and Standards and work to keep all operations aligned to these requirements. IT
General Controls form an integral part of Wolters Kluwer’s Internal Control Framework for Financial
Reporting (ICFR) and are aligned
with our Global Information Security Policies. 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-based IT and security due diligence for critical vendors.
We have IT disaster recovery and incident response management capabilities in place to respond to and recover from
cyberattacks.
All employees are required to complete the Annual Compliance Training on our IT security policies 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 IT systems.
Risk description and impact
Mitigation
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Governance
Risk management
CONTINUED
Operational risks
continued
Supply chain dependency and projectexecution
Our operations rely on third-party suppliers and could be
negatively impacted by poor performance of suppliers or by
unpredictable events due to external factors such as geopolitical
risks and worldwide cybersecurity incidents. Suppliers include
providers of cloud services, IT infrastructure services, software
development and maintenance services, back-office transaction-
processing services, content services and technology,
professional services, and other services. Additionally, projects
aimed at implementing new technology-related initiatives or
driving cost efficiencies are subject to execution 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 and performance during the term of such agreements is monitored by oversight boards and program
management teams.
Suppliers that are managed through Global Business Services are subject to extensive due diligence covering security,
data privacy,
and business continuity.
In 2024, we continued to expand the number of suppliers included in our multi-year project to implement 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 risk analysis 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
thesuccess rate of large initiatives by providing assurance that these projects can move to the next stage of development
or
implementation, and by transferring lessons learned from one project to another. This team also supports the standardization of
change methodologies and frameworks.
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, which we are
now supplementing with AI-native tools. 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. Our focus continues to be the delivery of an exceptional colleague experience in alignment with
our Colleague Experience Promise (CxP), which is our 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 description and impact
Mitigation
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Governance
Operational risks
continued
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
timelyaction.
We conduct regular reviews of adherence to the Code of Business Ethics, the Wolters Kluwer Internal Control
Framework for
Financial Reporting (ICFR), 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, information and communication, and our SpeakUp system for reporting 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,
sharingof 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,
viaappropriatechannels.
We continuously evaluate and improve our anti-fraud related process controls and procedures,
including reviewing manual
controls and automating controls where possible. Because of the ever-changing risk landscape (e.g., geopolitical tensions,
andgenerative AI), we expect cyber fraud risks may be amplified and continue to assess and evolve the measures in place.
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
ourfacilities, 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 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, and operational
recovery, and aligns with IT disaster recovery. Our multi-disciplinary Global Incident Management Program
supports our ability
tomanage 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
forcontinued 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 and support centers that have capabilities to cover and adapt
between regions.
For insights into our climate-related physical risks, see the Sustainability statements
chapter.
→
For related information on our approach to climate change
adaptation, see Actions and resources related to climate change
(E1-3) in Sustainability statements
on page 110
Risk management
CONTINUED
Risk description and impact
Mitigation
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Governance
Operational risks
continued
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
initiatives throughout the company.
The Global Brand, Communications & Digital Marketing (GBCM) team closely works with other corporate functions and our
businesses to grow the equity and awareness of our brand, while monitoring any potential reputational risks. Our global incident
management teams include members whose role it is to prepare for, protect against, respond to, and recover
from actual or
potential brand and reputation risks that may arise during major incidents.
We monitor conversations taking place globally in the media and on social media relating to our brand and thought leadership.
Legal & compliance risks
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. Economic sanctions
or other regulatory restrictions could impact our revenues in
certain jurisdictions.
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.
Compliance with laws and internal policies is also an integral part of our Internal Control Framework for
Financial Reporting. 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.
Risk management
CONTINUED
Risk description and impact
Mitigation
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Governance
Legal & compliance risks
continued
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 use contract playbooks prepared by our internal legal department to standardize contract language and negotiation positions
with respect to customer contracts. 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.
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.
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 in legislation.
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 applicable laws.
We manage a range of insurable risks by arranging insurance coverage for potential liability exposures.
Risk management
CONTINUED
Risk description and impact
Mitigation
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Governance
Financial & financial reporting risks
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 expense 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 and 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,
withquarterly reporting by the Treasury Committee to the Audit Committee on the status of these financial risks.
In 2024, we diminished liquidity risk by securing additional funding with a new €600 million five-year Eurobond. Furthermore, the
group has renewed its €600 million multi-currency revolving credit facility which will mature in 2029 and includes two one-year
extension options.
Further disclosure and detailed information on financial risks and policies is provided in
Note 29 – Financial risk management in
the Financial statements.
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 assets invested 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
canreduce 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
theplans.
In 2024, we continued to prudently manage our benefit plans, but did not make any substantive changes. In the Netherlands,
ourwork to comply with the Future Pensions Act requirements continued in 2024, in collaboration with
the Pension Fund Board,
works council, and external experts. It was decided to move from a defined benefit plan to a defined contribution plan as of
January 1, 2027.
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 the
Financial statements.
Risk management
CONTINUED
Risk description and impact
Mitigation
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Governance
Financial & financial reporting risks
continued
Taxes
Changes in operational taxes and corporate income tax rates,
laws, and regulations could adversely affect our financial results,
and tax assets and liabilities.
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.
Weprovide 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 the Pillar II (Global Minimum Tax) rules enacted per January 1, 2024.
To ensure the accuracy and reliability of our tax data, we utilize Tagetik Software for tax provisioning and managing Pillar II (Global
Minimum Tax) 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
in the Financial statements
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 information disclosure and transparency to
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
Risk description and impact
Mitigation
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Governance
Financial & financial reporting risks
continued
Misstatements, accounting estimates and judgments, and
reliability ofsystems
The processes and systems supporting financial reporting may
besusceptible 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
arebelieved 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 thosefindings
are resolved timely and effectively.
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 prepared by local and divisional management are reviewed by our Business, Analysis & Control,
Consolidation,
Group Accounting & Reporting, Treasury, and Corporate Tax departments, and are discussed in monthly development
meetings
aspart of regular business reviews with the Executive Board.
Our Group Accounting & Reporting and Business Analysis & Control departments periodically provide 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.
Risk management
CONTINUED
Risk description and impact
Mitigation
Sensitivity analysis
Potential impact
Adjusted
operating
profit
€ millions
Diluted
adjusted
EPS
€ cents
Fluctuations in currency exchange, discount, interest, and
taxrates 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:
1% decline of the U.S. dollar against the euro
(14) (5)
1% decrease in discount rate in determining the gross service costs for the post-employment benefit plans
(6)
(2)
1% increase in interest rate assuming same mix of variable and fixed gross debt
n/a (1)
1% increase in the benchmark tax rate on adjusted net profit
n/a (6)
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Governance
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
ofthereport of the Executive Board (bestuursverslag), which
forthis statement includes the Strategic report,
Corporate
governance, Risk management, and
Sustainability statements,
that is included in the 2024 Annual Report. The Report of the
Executive Board and 2024 Financial statements are prepared
inaccordance with Part 9 of Book 2 of the Dutch Civil Code.
TheExecutive 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. 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
hasnotprovided an exhaustive list of all possible risks, but
insteadfocused on those matters which, based on our current
assessment, could potentially have a meaningful impact on the
company. Furthermore, developments that are currently
unknown to the Executive Board or considered to be unlikely
may change the future risk profile of the 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 adequately 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 on Financial
Supervision (Wet op het financieel toezicht) and based on the
foregoing and the explanations contained in
Risk management,
the Executive Board confirms that to its knowledge:
• 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
over2024 does not contain any errors of material 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
fromthe date hereof. Therefore, it is appropriate to adopt
thegoing 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
onthe continuity of the company’s enterprise in the coming
12months as from the date hereof;
• The 2024 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 a whole; and
• The report of the Executive Board includes a fair review of
thesituation 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
adescription of the principal risks that the company faces.
Alphen aan den Rijn, February 25, 2025
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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Governance
Nancy McKinstry
American, 1959, Chief Executive Officer and Chair of the Executive
Board since September 2003, and Member of the Executive Board
since June 2001.
As CEO and Chair of the Executive Board, Ms. McKinstry is
responsible for divisional performance, Global Strategy, Business
Development and Innovation, Technology, Global Business
Services, Branding and Communications, Human Resources,
Corporate Governance, and Sustainability.
Kevin Entricken
American, 1965, Chief Financial Officer and Member of the
Executive Board since May 2013.
As CFO and Member of the Executive Board, Mr. Entricken is
responsible for all finance functions within the group, including
divisional finance, Group Accounting & Reporting, Business
Analysis & Control, Taxation, and Treasury, as well as Internal
Audit, Internal Controls, Risk Management, Investor Relations,
and Global Law and Compliance.
Executive Board
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Governance
Supervisory 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 ExecutiveCommittee
member ofCDW Corporation
Other positions:
• Member of the Board
(Non-Executive Director) of
USFoods Holding Corp.
• Member of the Board
(Non-Executive Director)
ofReynolds 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
2026.
Former CFO and Vice-Chair of
theExecutive 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
ofOranje Fonds (until
December 31, 2024)
• 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
AandelenPhilips
Sophie V. Vandebroek
American, 1962, member of the
Audit Committee. Appointed
in 2020, and current term until
2028.
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
AIResearch Program
David Sides
American, 1970, member of the
Selection and Remuneration
Committee. Appointed in 2024,
and current term until 2028.
CEO and Director of NextGen
Healthcare, Inc.
Heleen Kersten
Dutch, 1965, Co-Chair of the
Selection and Remuneration
Committee, dealing with
remuneration matters. Appointed
in 2022, andcurrent term until
2026.
Partner and Lawyer at Dutch law
firm Stibbe N.V.
Other positions:
• Chair of the Board of the
Dutch Red Cross
Anjana Harve
American, 1972. Appointed 2024
and current term until 2029.
Executive Vice President and
Chief Information Officer of BJ’s
Wholesale Club, Inc.
Chris Vogelzang
Dutch, 1962, member ofthe
Audit Committee. Appointed
in 2019, andcurrent term until
2027.
Former CEO of Danske Bank A/S
Other positions:
• Senior Advisor, Boston
Consulting Group
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Governance
Report of the
Supervisory
Board
Introduction by the Chair of
theSupervisory Board
I am pleased to present, on behalf of the Supervisory Board, the
Report of the Supervisory Board for the year ended December 31,
2024. Our markets in North America and Europe generally
exhibited more stable conditions in 2024, with inflation rates
easing and authorities starting to lower interest rates.
The pace of technological change continued unabated however
and our markets and talent pools remained as competitive as
ever. In this context, the Supervisory Board was very encouraged
to see the company roll out many GenAI-enabled features
acrossour platforms, developing these closely with customers
and following our responsible AI framework and principles.
Thecompany has been capturing the strong demand for
cloud-based, integrated workflow solutions and, by and large,
thetransition away from on premise license models is going
smoothly. The acquisition of financial workflow and data
exchange solutions from the Isabel Group in September 2024
also helps in this regard, expanding our European Tax &
Accounting cloud portfolio.
The Supervisory Board is supportive of the company’s approach
to sustainability and we remain committed to a high standard
ofcorporate responsibility across all material topics that impact
our stakeholders or pose a material financial risk to the
business. As can be seen in the Sustainability statements in this
report, which align with the European Sustainability Reporting
Standards (ESRS), a lot of progress has been made over the last
few years.
During the year, the Supervisory Board spent time with divisional
and corporate leaders reviewing the strategic progress made
over the last few years and discussing the further evolution of
the expert solutions strategy and reviewing the financial
projections for the next three years.
In the fourth quarter, fellow board member Heleen Kersten and
Iheld meetings with a diverse range of shareholders to hear
their views on remuneration and ESG topics. Feedback during
these meetings was generally quite positive and constructive,
helping us finalize the details of what is a relatively modest
change to the Remuneration policy.
Following an extensive global recruitment process, we were
delighted to propose Anjana Harve as new member of the
Board,and to have her appointed at an extraordinary general
shareholder meeting on October 28, 2024. Ms. Harve brings
valuable skills and practical experience as chief information
officer at several global companies. During 2024, Heleen Kersten
assumed the responsibility of chairing the remuneration matters
of the Selection and Remuneration Committee, following the
retirement of Ms. Horan.
Throughout the year, we closely followed the developments
around the corporate tax climate for Netherlands-domiciled
corporations in relation to share buybacks; thankfully, this
uncertainty was largely cleared up by December.
After a long and very successful tenure as CEO, Nancy McKinstry
has announced her retirement per February 2026. Nancy’s
visionary leadership and unwavering dedication have
beeninstrumental in driving Wolters Kluwer’s successful
transformation. During her tenure as CEO, the company
realizedamore than tenfold increase in its market capitalization.
This report provides details
about the activities of the Supervisory
Board and
its committees during 2024. TheSupervisory
Board oversees the Executive
Board in developing and executing the strategy,
establishing targets
and
policies, and supervises the general
course of affairs of thecompany.
TheSupervisory Boardalso
acts as advisor to the Executive Board.
The Supervisory Board
remains committed to a
high standard of corporate
responsibility across all
material topics.
“
Ann Ziegler
Chair of the
Supervisory Board
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Governance
Meetings
The Supervisory Board held seven scheduled meetings in 2024.
Five meetings included a session for Supervisory Board members
only, without the members of the Executive Board being present.
In addition, one ad-hoc meeting was scheduled to discuss the
acquisition of the accountancy portfolio of the Belgian fintech
company Isabel Group. The Chair of the Supervisory Board had
regular contact with the Chair of the Executive Board.
Composition of the Executive Board
In early 2025, the Supervisory Board discussed the succession of
Ms. McKinstry, who will retire in February 2026. The Supervisory
Board is very pleased to nominate Ms. Stacey Caywood as
member of the Executive Board at the Annual General Meeting
ofShareholders of May 15, 2025 (2025 AGM), with the intention
ofappointing her as CEO of Wolters Kluwer in February 2026.
Ms.Caywood is a seasoned executive who brings deep
knowledgeof the company, and a proven track record of
successful leadership of the Health and the Legal & Regulatory
divisions. Ms. Caywood excels in business transformation, digital
revenue growth, and innovation across legal, compliance, and
healthcare markets. Her expertise spans strategy execution,
portfolio management and M&A, product innovation, and
commercial excellence. We have full confidence that, building
onthe company’s strong foundation, Wolters Kluwer will
continueto thrive under Ms. Caywood’s leadership.
In addition, the Supervisory Board will nominate Mr. Entricken,
CFO and member of the Executive Board, for reappointment at
the 2025 AGM. Mr. Entricken has deep knowledge of and
extensive experience in financial and economic aspects of
international business and has successfully fulfilled his
responsibilities as member of the Executive Board and Chief
Financial Officer (CFO) of Wolters Kluwer over the last twelve
years.
We are immensely grateful for the strong foundation she has
built at Wolters Kluwer and for her commitment to ensuring
anorderly and seamless transition of her responsibilities.
We are delighted to nominate Stacey Caywood as member of the
Executive Board with the intention of appointing her as CEO in
February 2026. Stacey’s successful track record of leading two
ofour largest divisions, her deep understanding of our business,
and her active role in developing the group’s 2025-2027 strategic
plan, make her the ideal candidate to lead the company into
thefuture.
I look forward to guiding the Supervisory Board and the company
in 2025 and supporting a seamless and successful CEO transition.
Ann Ziegler
Chair of the Supervisory Board
Financial statements
The Executive Board submitted the 2024 Financial statements to
the Supervisory Board. The Supervisory Board also took notice
ofthe report and the statement by Deloitte Accountants B.V.
(asreferred to in Article 27, paragraph 3 of the company’s Articles
of Association), which the Supervisory Board discussed with
Deloitte, following a review by the Audit Committee as well as
thefull Supervisory Board, the members of the Supervisory
Board signed the 2024 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 2024 Financial statements at the 2025 AGM.
→
See the Financial statements on
page 153
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.
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. The Supervisory
Board members completed a self-assessment for the evaluation
of its activities and participation by its members. Overall,
theoutcome of the evaluation was positive. 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 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
ofmanagement. Based on feedback of the Supervisory Board,
Report of the Supervisory Board
CONTINUED
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Governance
As in other years, the divisional CEOs presented their VSPs for
2025-2027 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 choices and
investment decisions for each business. The Supervisory Board
considers it important to meet the divisional CEOs periodically
and to 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.
→
For more information on the strategy, see
Strategy and business
model on page 6
In September 2024, the Supervisory Board visited New York
where management of the Tax & Accounting (TAA) division
presented its business. In addition to the TAA divisional VSP,
several managers of the TAA division presented their business
and gave product demos. The Supervisory Board also attended a
panel discussion with customers of the TAA division. 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 11% of the group revenues into product
development, in addition to actively exploring potential value
adding acquisitions. 2024 was the fifteenth consecutive year in
which Wolters Kluwer rewarded promising new internal business
initiatives via the Global Innovation Awards (GIA). 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. As in prior years, the winning ideas
will be funded and commercialized. In 2024, there were over 550
GIA submissions. Of these, four category winners were chosen by
the Innovation Board and two ideas were recognized exclusively
by Ms. McKinstry with CEO Choice Awards. Two previously
theExecutive Board provided additional information on the
potential threats and opportunities of AI, and organized an
additional session on cybersecurity with external experts as well
as several deep dives on sustainability/ESG reporting for the
Audit Committee.
In addition to the formal evaluation process, as a standard
practice, the Chair of the Supervisory Board gives feedback
totheChair of the Executive Board in individual meetings.
Throughout the year, all members can come up with requests
foradditional information and suggestions to further enhance
the quality of the meetings. In addition, the Supervisory Board
evaluates thecorporate and divisional Vision & Strategy Plan
(VSP) presentations at the end of the meetings in which they
were held and comes up with recommendations for future
presentations. Based on this evaluation, additional information
on competition was included in the divisional VSPs.
In addition to the information provided by the company, it was
decided to provide the Supervisory Board members with an
individual budget to follow external training which they deem
relevant in relation to their Supervisory Board membership.
Strategy
The Supervisory Board was kept closely informed on the third
and final year of execution of the three-year strategy for
2022-2024, Elevate Our Value, which was announced in February
2022. The Supervisory Board was also closely involved in
developing the new three-year strategy for 2025-2027 and
approved the strategy. The Supervisory Board believes that the
strategy, with a further reinforced focus on
expert solutions
(including SaaS and GenAI) and accelerated growth, is the right
next step in the evolution of the company. The Supervisory Board
also supports the ESG ambitions in the strategy. The Supervisory
Board believes the strategy will contribute to the long-term
value creation for the company’s stakeholders. In addition to the
meetings focused on the three-year strategy, the Supervisory
Board advised the Executive Board throughout the year on
various strategic topics.
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) presented its VSP, which included the company’s internal
technology infrastructure, workplace technologies, and an
update on cybersecurity and disaster recovery plans. In addition,
GBS management gave a second presentation to the Supervisory
Board, fully dedicated to cybersecurity, together with external
experts in this area. Due to the rapidly changing technological
developments, this remains a key topic. The Supervisory Board
appreciated the detailed insight in the plans and actions and
overall feels that the IT infrastructure of Wolters Kluwer is
wellmanaged.
The Digital eXperience Group (DXG) also presented its annual
update to the Supervisory Board, which included the company’s
actions and governance structure with respect to AI and SaaS-
based offerings. In 2024, there was a significant focus on
embedding AI in expert solutions and automating workflows.
DXGleads the AI Center of Excellence and plays an important
rolein the company’s innovation by offering scalable services
and technology which can be re-used in business units across
the company. The presentation included demos of products
which already contain AI as many Wolters Kluwer
expert solutions
today are touched by AI. The presentations also explained how
Wolters Kluwer can further benefit from the use of AI, including
large andsmall language models, and other advanced
technologies inits products. In addition, the company’s
approach towards implementing responsible and trusted AI in all
its expert solutions was discussed. The DXG team also discussed
risks and opportunities regarding potential content licensing
deals in relation to AI, more specifically for training external
large language models.
While the company carefully monitors potential threats and
business disruption, management believes that overall, AI is
bringing valuable opportunities for the company.
Report of the Supervisory Board
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65
Other informationFinancial statementsSustainability statementsStrategic report
Wolters Kluwer 2024 Annual Report
Governance
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 focus on environmental and
social matters. The Supervisory Board supports and approved
the submission of long-term net-zero targets to the Science
Based Targets initiative (SBTi).
The Audit Committee and Supervisory Board were kept informed
on the preparations for compliance with the EU Corporate
Sustainability Reporting Directive (CSRD) and the European
Sustainability Reporting Standards (ESRS). Thisincluded the
creation of an Internal Control Framework for Sustainability
Reporting (ICSR). The company conducted an extensive double
materiality assessment which wasdiscussed 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.
The responsibilities of the Supervisory Board and its committees
with respect to sustainability are reflected in the By-Laws of the
Supervisory Board and the Terms of Reference of its Committees,
underpinning the commitment of the Supervisory Board to
carefully monitor this topic and provide the Executive Board with
advice. The Supervisory Board updated its competences matrix,
adding more focus on sustainability/ESG and sustainability
reporting. The Supervisory Board members stay up to date on
sustainability topics, through the updates of the Corporate
Sustainability team and information they get from other board
seats or activities. In addition, two members attended a seminar
in 2024 about sustainability reporting organized by the Dutch
Authority Financial Markets.
The Global Brand, Communications & Digital Marketing team
presented an update on the design and execution of the brand
strategy which included harmonizing the number of product
brands in existence today. Increased brand recognition can
contribute to sustainable long-term value creation.
In relation to the strategy, the Supervisory Board also considers
itimportant to be aware of the main developments with respect
to competition and the markets in which the company operates.
In addition to the competitive information in the divisional VSPs,
an overview of the most important developments with respect
totraditional and new competitors is discussed during each
Supervisory Board meeting. The divisional VSP presentations
contained additional information on the competitive landscape
in the various global markets in which they operate.
Acquisitions and divestments
The Executive Board kept the Supervisory Board informed about
all pending acquisition and divestment activities. The
Supervisory Board approved the acquisition of the accountancy
portfolio ofcloud-based financial workflow and data exchange
solutions of the Belgian fintech company Isabel Group. 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.
TheSupervisory 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.
→
For more information, see
Corporate governance
on page 43 and
Risk management on page 49
The 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, supporting the
sustainable long-term value creation for all stakeholders.
→
For more information see
Information provided to and
sustainability matters addressed by the Executive Board and
Supervisory Board (GOV-2)
in the Sustainability statements
on page 96
Talent management
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 a priority for 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 its diverse and inclusive culture.
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
that drive engagement and support an inclusive culture aimed
atsustainable long-term value creation. The company continues
executing action plans to further improve in these areas.
Finance
The Supervisory Board and Audit Committee carefully observed
the financing of the company, including the statement of
financial position, cash flow developments, and available
headroom. The Supervisory Board also closely monitored the
development of, among others, net-debt-to-EBITDA ratio, and
liquidity planning.
Report of the Supervisory Board
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66
Other informationFinancial statementsSustainability statementsStrategic report
Wolters Kluwer 2024 Annual Report
Governance
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. In addition,
two Supervisory Board members had virtual meetings with
several shareholders in the second half of 2024, focused on
corporate governance and remuneration.
Audit Committee
The Audit Committee had four regular meetings in 2024, during
the preparation of the full-year 2023 and half-year 2024 results,
and around the first-quarter 2024 trading update and nine-
month 2024 trading update. There was one scheduled conference
call in December between the external auditor, the Chair of the
Audit Committee, and the CFO.
In 2024, 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 2024, 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 Corporate
Financial Planning Analysis and Reporting, and the head of
Internal Audit in preparation of the Committee meetings. After
every 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
from Internal Audit and Internal Control, including the creation
and implementation of internal controls over sustainability/ESG
reporting, the management letter of the external auditor,
accounting topics, sustainability/ESG, pensions, the group’s tax
position and developments including reporting on Pillar II
(global minimum tax), impairment testing, the Treasury Policy,
the financing of the company, risk management, restructuring
plans, cybersecurity, hedging, litigation reporting, corporate
compliance and SpeakUp, incident management, and the
quarterly reports and the full-year report on the audit of the
The Supervisory Board approved the share buyback program of
€1 billion in 2024, as well as the €100 million share buyback for
January and February 2025, and the block trade to set off EPS
dilution due to performance shares under the 2022-2024
long-term incentive plan and restricted stock units to be
released to participants on February 27, 2025.
With respect to the funding of the company, the Supervisory
Board approved the new €600 million five-year senior
Eurobonds, which were issued in March 2024, as well the new
€600 million multi-currency revolving credit facility with a
five-year maturity and two one-year extension options.
Other financial subjects discussed included the annual budget,
the financial outlook, the achievement of financial targets,
theinterim and final dividends, the outcome of the annual
impairment test, and the annual and interim financial results.
Thedividend increase of 15% over 2023, which was approved by
the AGM in 2024, and the proposed dividend increase of 12% over
2024 (to be approved by the AGM in 2025), 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 11%
of group revenues in innovation and the headroom for
acquisitions.
The Supervisory Board carefully monitored the developments
around the new Dutch law regarding taxation of share buybacks,
which was intended to become effective as of January 1, 2025,
and other investment climate related developments. On
December 17, 2024, this new law was reversed by the Dutch
Parliament, and therefore, the exemption to pay tax over share
buybacks will continue to exist.
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
external auditor.
As reported previously, 2024 is the last financial year which will
be audited by Deloitte, due to the mandatory audit firm rotation
in the Netherlands after ten years. Following a recommendation
of the Audit Committee and nomination by the Supervisory
Board, KPMG Accountants was appointed by the 2023 AGM as
newauditor as of financial year 2025. KPMG attended the Audit
Committee meetings in July and October 2024 in addition to
Deloitte, to ensure a smooth transition.
The Audit Committee also discussed the appointment of the
auditor for the sustainability reporting. Following a
recommendation of the Audit Committee, supported by the
Executive Board, the Supervisory Board will propose to the 2025
AGM, to appoint and instruct KPMG Accountants N.V. as external
auditor of the company, to examine the Sustainability
statements drawn up by the Executive Board and provide
assurance on the Sustainability statements for the financial
reporting years 2025 up to and including 2028. This proposal is
based on the extensive tender selection process for the external
auditor that was conducted in 2022, and considering KPMG’s
appointment as external auditor for the consolidated and
company financial statements of Wolters Kluwer N.V.
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 six times in
2024. Ms. Horan (who chaired the remuneration-related matters)
retired after the 2024 AGM. She was succeeded as co-chair by
Ms.Kersten. Mr. David Sides was appointed as new member of
Report of the Supervisory Board
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67
Other informationFinancial statementsSustainability statementsStrategic report
Wolters Kluwer 2024 Annual Report
Governance
In 2025, the second term of Ms. Ann Ziegler will expire. Ms.
Ziegler is available for reappointment. The Supervisory Board,
after careful consideration, will nominate Ms. Ziegler for
reappointment for another two years in the 2025 AGM, in line
with the Dutch Corporate Governance Code.
The composition of the Supervisory Board is in line with its
profile and DEIB policy, reflecting a diverse composition with
respect to expertise, nationality, gender, and age, reflecting the
international nature and geographic scope of the company. The
Supervisory Board currently has a male/female representation
of43% male and 57% female, which is in line with the diversity
policy and Dutch law, requiring a representation of at least one
third male and female.
57
%
of the Supervisory
Board members
arefemale
The composition comprises international board experience,
specific areas of expertise (including finance, legal, and
technology), as well as expertise within the broad
informationindustry and specific market segments
inwhichthecompany operates.
→
The DEIB Policy for the composition of the Executive Board
and Supervisory Board, the Supervisory Board profile, and
competences matrix/rotation schedule, are 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
themeaning of best practice provisions 2.1.7, 2.1.8, and 2.1.9 of
theDutch Corporate Governance Code. For more information on
each Supervisory Board member in accordance with the Dutch
Corporate Governance Code, see the sections
Supervisory Board
and Corporate governance.
theCommittee, following his appointment as Supervisory Board
member by the 2024 AGM. Ms. Ziegler continued to be member
and Co-Chair, dealing with the selection and nomination-related
matters. 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
the Committee.
For more information about the current remuneration policies of
the Executive Board and the Supervisory Board and the
execution thereof, see
Remuneration report. The Supervisory
Board, based on the recommendation of the Selection and
Remuneration Committee, will submit an updated remuneration
policy for the Executive Board for adoption to the 2025 AGM,
which will be posted on the company’s website.
→
The AGM agenda is available at
www.wolterskluwer.com/AGM
In early 2025, the Committee discussed the remuneration
package for Ms. Stacey Caywood following her appointment by
the 2025 AGM and her envisaged succession of Ms. McKinstry in
February 2026. The remuneration package will be fully in line
with the current remuneration policy and with the proposed new
remuneration policy. The main elements of Ms. Caywood’s
contract will be published on the website of the company.
→
See our Remuneration report on
page 69
Supervisory Board composition
The 2024 AGM appointed Mr. David Sides as new Supervisory
Board member. Mr. Sides succeeded Mr. Betrand Bodson who
retired in 2023. The AGM also reappointed Mr. De Kreij and Ms.
Vandebroek, after expiration of their first four-year terms, for
asecond term of two and four years, respectively. Ms. Horan
retired from the Supervisory Board after the 2024 AGM, following
expiration of her second four-year term. In October 2024, an
extraordinary general meeting of shareholders was organized,
during which Ms. Anjana Harve was appointed as new
Supervisory Board member, bringing the number of Supervisory
Board members back to seven again, in line with the profile.
→
See Supervisory Board
on page 62 and Corporate governance
on page 43
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.
Alphen aan den Rijn, February 25, 2025
Supervisory Board
Ann Ziegler, Chair
Jack de Kreij, Vice-Chair
Anjana Harve
Heleen Kersten
David Sides
Sophie Vandebroek
Chris Vogelzang
Meeting attendance 2024
Supervisory
Board
Audit
Committee
Selection &
Remuneration
Committee
Number of meetings held* 8
4 6
A.E. Ziegler 8 –
6
J.P. de Kreij 8
4 –
A. Harve** 1 –
–
J.A. Horan*** 3 –
2
H.H. Kersten 8
– 6
D. Sides**** 4 –
4
S. Vandebroek 8
4 –
C.F.H.H. Vogelzang
7 4 –
* Seven regular meetings and one ad-hoc meeting were held.
** Ms. Harve was appointed on October 28, 2024.
*** Ms. Horan resigned on May 8, 2024.
**** Mr. Sides was appointed on May 8, 2024.
Report of the Supervisory Board
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68
Other informationFinancial statementsSustainability statementsStrategic report
Wolters Kluwer 2024 Annual Report
Governance
Remuneration
report
Letter from the Co-Chair of
the
Selection and Remuneration Committee
Dear Shareholders,
On behalf of the Supervisory Board, I have the pleasure of
presenting our 2024 Remuneration report, which lays out how
the performance in 2024 and over the last three years translated
into management remuneration earned in 2024. In this report, we
also summarize the modest changes we are proposing to
long-term incentive plan (LTIP) weightings in the remuneration
policy. The proposed changes reflect feedback received from
shareholders and align our policy with current market practice.
Shareholders will be able to vote on the amended policy at our
Annual General Meeting of Shareholders in May 2025.
2024 performance and STIP outcome
In addition to driving organic revenue growth while improving
margins and returns, the challenge for the Wolters Kluwer
teamlast year was to deliver on several product innovations,
including generative AI features, whilst completing the
centralization of functions, such as technology, finance,
communications, and strategy.
As discussed in the strategic report, the financial outcomes for
2024 were in line with, or ahead of, short-term incentive plan
(STIP) targets, resulting in above target payout. The formulaic
outcome of STIP payouts are detailed on
page 79 of this report.
The company achieved 6% organic growth and absolute revenues
closely in line with the 2024 STIP target. Adjusted net profit
increased 7% in constant currencies, to reach €1,185 million,
which was 2% ahead of the target. Adjusted free cash flow ended
the year at €1,276 million, up 9% in constant currencies, thereby
exceeding the target by 6%.
Performance against the three non-financial targets for 2024,
together carrying a weight of 10% of STIP, was more varied.
Theemployee belonging score was stable at 75, falling just short
of the target which was to increase the score by 1 point to 76.
Onthe other hand, the indexed cybersecurity maturity score,
which aims to ensure the group maintains security at or above
the benchmark for high-tech companies, increased slightly to
115.0, exceeding the target. Finally, the office footprint,
ameasure aimed at reducing our scope 1 and 2 GHG emissions,
was reduced by 9%, exceeding the target, which was a reduction
of between 5% and 6%.
This Remuneration report outlines
our philosophy and framework for
management pay, provides a summary
of our remuneration policy,
and the
changes we are proposing. We discuss
how the current policy was applied
in
2024 and how performance
drove the final remuneration outcome
for 2024.
We trust that shareholders
can support both this
report and the proposed
minor amendments to
thepolicy.
“
Heleen Kersten
Co-Chair of the Selection and
Remuneration Committee,
dealing with remuneration
matters
69
Other informationFinancial statementsSustainability statementsStrategic report
Wolters Kluwer 2024 Annual Report
Governance
TSR to30% (from 50%) and increase the weighting of adjusted
EPS to50% (from 30%). ROIC will remain weighted at 20%.
Itwasdecided, after listening to shareholders, to fix these
percentage weightings. This change will be subject toa vote at
the Annual General Meeting of Shareholders in May 2025. If
approved, the policy will apply retroactively to January 1, 2025,
and will run for 4 years. However, for LTIP 2025-2027, the
weightings will be held in line with the current policy to avoid
potentially having to unwind and rebase the LTIP agreements
after the AGM vote.
Looking ahead: STIP 2025
The Supervisory Board regularly monitors the effectiveness of
both financial and non-financial metrics that are used in the
short-term incentive plans. The Board is of the opinion that
current financial measures used in the STIP have been very
effective and has determined these will again apply in 2025 with
a90% weighting. The Board has also decided to continue with
the same non-financial measures in 2025 at a 10% weighting. Not
only are these measures quantifiable and independently
verifiable, the targets are also in alignment with important
strategic and sustainability goals and require constant effort
andinvestment every year to achieve.
Looking ahead: LTIP 2025-2027
As noted, the LTIP for 2025-2027 will maintain the weightings of
the current policy: relative TSR at 50%, diluted adjusted EPS at
30%, and ROIC at 20%. The proposed new weightings will be
applied in LTIP 2026-2028 if the amended policy is approved
bythe shareholders.
2022-2024 performance and LTIP outcome
The long-term incentive plan (LTIP) 2022-2024, which will be paid
out in February 2025, was governed by the remuneration policy
adopted by shareholders in 2021. The outcome was linked to
three-year performance on relative total shareholder return
(TSR), diluted adjusted EPS growth, and return on invested
capital (ROIC). Performance across these three measures
resulted in an above target payout.
Total shareholder return, including dividends reinvested and
using a 60-day average share price at the start and at the end of
the three-year period, was 68.1%. This TSR performance placed
Wolters Kluwer in fourth place ahead of 12 of its 15TSRpeers,
resulting in a 125% payout. The TSR peers are allcomparable,
publicly listed North American and European information and
software companies.
The compound annual growth rate (CAGR) for diluted adjusted
EPS was 10.2% in constant currencies over the three-year
performance period, exceeding the target of 9.4% calculated
based on constant currencies for 2024. Final year return on
invested capital (ROIC) was 18.1% in constant currencies in 2024
(18.1% in reporting currencies), which exceeded the target of
17.4% in constant currencies. EPS and ROIC performances
translated into above target payouts of 145% and 150%
respectively.
Remuneration policy
During 2024, the Supervisory Board conducted a review of the
Executive Board remuneration policy with support from an
independent external remuneration advisor. The Board reviewed
current market practices and engaged with shareholders on the
topic. This process led us to now propose a modest change to
the existing policy, which is to reduce the weighting of relative
The Supervisory Board continues to monitor the TSR peer
groupgiven the periodic delistings and mergers that take
placeinour sector. In 2024, no changes were necessary to the
TSRpeer group.
The Supervisory Board has reviewed the updated strategy
andthree-year financial plan for 2025-2027, and has applied
additional stretch to set targets for compound annual growth
indiluted adjusted EPS and for the final year ROIC. These
forward-looking three-year targets are disclosed on
page 85.
We trust that this 2024 Remuneration report provides a clear
andtransparent explanation of the drivers of 2024 remuneration
and future goals and that shareholders can support both this
report and the proposed minor amendments to the policy at our
Annual General Meeting of Shareholders on May 15, 2025.
The 2023 Remuneration report received strong shareholder
support with over 94% of votes in favor of the report, while the
current remuneration policy achieved 97.14% support when
adopted in 2021.
Heleen Kersten
Co-Chair of the Selection and Remuneration Committee, dealing with
remuneration matters
→
The 2025 AGM agenda and the remuneration policy is available at
www.wolterskluwer.com/agm
Remuneration Report
CONTINUED
70
Other informationFinancial statementsSustainability statementsStrategic report
Wolters Kluwer 2024 Annual Report
Governance
Remuneration Report
CONTINUED
Remuneration at a glance
Summary performance against 2024 STIP
targets
Actual performance
Measure Target
Actual % of target
Financial – in millions of euros
Revenues 5,930
5,916
100%
Adjusted net profit 1,165
1,185
102%
Adjusted free cash flow
1,209
1,276
106%
Non-financial
Employee belonging score 76
75 90%
Indexed cybersecurity
maturityscore 109.4
115.0
110%
Reduction in office footprint 5-6%
9% 110%
Financial STIP targets and actual performances are shown in reporting
currencies. For details on STIP target outcomes, see
page 79.
Wolters Kluwer achieved
fourth position for TSR
performance relative to its
TSRpeers.
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.
LTIP TSR
outperformance
LTIP
STIP
Base Salary
LTIP EPS
outperformance
Increase in value
due to share
appreciation
LTIP ROIC
outperformance
in thousands of euros, unless otherwise
stated
€0
€15,000
€10,000
€5,000
Target
Actual
55%
25%
20%
17%
34%
12%
25%
5%
3%
4%
€12,238
Diluted adjusted EPS
CAGR 2022-2024: 10.2%
in constant currencies
Target for diluted adjusted
EPS CAGR 2022-2024
was 9.4% in constant
currencies for 2024.
Return on invested
capital 2024: 18.1% in
constant currencies
Target for final year
ROIC2024 was 17.4%
in constant currencies
for2024.
13.7%
15.5%
16.8%
18.1%
2021
2022 2023
2024
3.38
4.14
4.55
4.97
2021
2022 2023
2024
CEO target and realized pay 2024
Impact of performance and share price on remuneration
Target pay reflects the number of LTIP shares conditionally
awarded for LTIP 2022-2024 valued at the closing share price
on December 31, 2021 (€103.60).
Realized actual pay reflects the number of LTIP shares earned
valued at the closing share price on December 31, 2024
(€160.40).
Thefinal payout will be valued at the volume-weighted-
average share price on February 27, 2025.
Three-year 2022-2024 total shareholder return
(TSR)
71
Other informationFinancial statementsSustainability statementsStrategic report
Wolters Kluwer 2024 Annual Report
Governance
Pearson
Informa
RELX
Wolters Kluwer
Sage Group
Thomson Reuters
News Corp
Verisk Analytics
CGI
S&P Global
Experian
Bureau Veritas
Wiley
Equifax
Intertek Group
SGS
+120%
+100%
+80%
+60%
+40%
+20%
0%
-20%
Remuneration Report
CONTINUED
Key elements of our remuneration policy
Element Current policy
Proposed change to policy
Remuneration peer group
The policy provides for a remuneration peer group that is weighted towards European companies at
approximately 60%. Current pay peers are shown on
page 75.
None
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 in scope (acquisitions and divestitures) after the annual
budget is finalized. The pre-defined list comprises (*used in past few years and to be used in 2025):
• Revenues*
• Organic growth
• Adjusted operating profit
• Adjusted operating profit margin
• Adjusted net profit*
• Adjusted free cash flow*
• Cash conversion ratio
None
STIP performance
measures – non-financial
Non-financial measures can include ESG, strategic, or operational metrics, such as employee engagement or
customer satisfaction scores, measures of good corporate governance, operational excellence,
or environmental
impact. The STIP non-financial measures have a maximum weighting of 20%. In 2024, the weighting was 10% and
included the following three strategically important metrics:
• Belonging score (a measure indicating whether employees believe they can be their authentic selves at work)
• Indexed cybersecurity maturity score
• Office footprint in square meters (a measure linked to scope 1 and 2 emissions)
In 2025, we will use the same three metrics and the weighting will again be 10%.
None
LTIP performance
measures
The current policy stipulates the following measures and weightings for the LTIP:
• Relative total shareholder return (TSR), weighted at 50%
• Diluted adjusted EPS (EPS), weighted at 30%
• Return on invested capital (ROIC), weighted at 20%
Proposed weightings in LTIP (starting with
LTIP 2026-2028):
• Relative TSR weighted at 30%
• EPS weighted at 50%
• ROIC weighted at 20%
Share ownership and
holding requirements
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.
None
Our remuneration policy
Below is a summary of the Executive Board remuneration policy that applied to the 2024 remuneration and the proposed change to LTIP
weightings, which will be proposed at the 2025 AGM.
→
AGM materials and the proposed new remuneration policy will be made available at
www.wolterskluwer.com/agm
→
The current remuneration policy (adopted in the 2021 AGM) is available at
www.wolterskluwer.com/en/investors/governance/policies-and-articles
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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 employees
Set at a level to attract, motivate,
andretain the best talent
Short-term
incentive plan
(STIP)
Paid annually in cash; maximum opportunity
as % ofbasesalary: 175% for CEO and 150%
for CFO
Provides incentives to deliver performance
against annual financial and non-financial
goals
Long-term
incentive plan
(LTIP)
Conditional rights to ordinary shares, subject
to a three-year vesting schedule and three-
year performance targets
Provides incentives to deliver financial
performance and creation of long-term
sustainable value in line with our strategy;
demonstrates long-term alignment with
shareholder interests
Retirement
benefits
Defined contribution retirement savings
plan that is available to all employees in the
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 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
linksbetween rewards and results for both our short-term incentive plan (STIP) and long-term
incentiveplan (LTIP). Variableremuneration outcomes are aligned to stretch targets that
measureperformance against Wolters Kluwer’s strategic aims. The Supervisory Board has
aclearlydefined process for setting stretch targets and a framework for decision-making
aroundexecutive remuneration.
The Selection and Remuneration Committee engages an external remuneration advisor to
providerecommendations and information on market practices for remuneration structure
andlevels. The Committee had extensive discussions, supported by its external advisor, to
reviewthecomposition 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
itisour responsibility to ensure that Executive Board remuneration is closely connected with
financial and strategicperformance.
Principles of Executive
Board remuneration
Pay for performance
andstrategic progress
• Pay is linked to the achievement of key financial and non-financial targets related
to our strategy
• The majority of on-target pay is variable and linked to performance against stretch
targets
• Short-term incentives are linked to annual financial and non-financial targets
• Long-term incentives are linked to performance against three-year targets aligned
to our strategic plan
Align with long-term
stakeholder interests
• Policy incentivizes management to create long-term value for shareholders and
other stakeholders through achievementofstrategic aims anddelivery against
financial and non-financial objectives
• Majority of incentive is long-term and paid in Wolters Kluwer shares
Be competitive in a
globalmarket 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, industry or business profile, and geographic scope
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Remuneration targets linked to strategic goals
STIP measures selected for 2024 and 2025. LTIP measures are established in remuneration policy.
Strategic, financial, and
sustainability goals
Short-term incentive STIP measures
Long-term incentive LTIP measures
Create long-term
sustainable value
• Relative total shareholder return
(TSR)
• Return on invested capital (ROIC):
3-year final year target
Deliver profitable
revenue growth
• Revenues
• Organic growth
• Adjusted operating profit
• Adjusted operating profit margin
• Adjusted net profit
• Adjusted free cash flow
• Cash conversion ratio
• Growth in diluted adjusted EPS:
3-yearCAGR target
Deliver customer
success
• Customer satisfaction scores
• Net Promoter scores
• Investment in product development
Foster a great place
to work
• Employee engagement score
• Employee belonging score
• Employee turnover
• Other employee metrics
Ensure secure systems
and processes
• Completion rate for compliance training
• Indexed cybersecurity maturity score
Reduce environmental
impact
• Office footprint measured in
square meters
• Scope 1 & 2 emissions intensity
• Number of on-premise servers
• % of revenue from digital products
→
For related information on our non-financial performance measures, see
Integration of sustainability-
related performance in incentive schemes (GOV-3)
in the Sustainability statements, on
page 96
Pay is linked to strategic goals
The largest component of Executive Board remuneration consists of variable performance-based
incentives, linked to achieving targets that are part of our long-term strategy and underlying
financial plans. This strengthens the alignment between remuneration and company performance
and reflects the philosophy that Executive Board remuneration should be linked to a strategy for
long-term sustainable value creation and be aligned with our purpose and values.
Our long-term strategy is to pursue sustainable, profitable growth by providing
expert solutions and
services that deliver increased productivity and improved outcomes for professionals by leveraging
advanced technologies along with our deep domain expertise. We value our talent and aim to
promote an innovative, inclusive, and customer-focused culture.
The company’s mid-term strategic priorities, as they may evolve over time, are disclosed in our
annual reports and are important as a foundation to set appropriate financial and non-financial
targets for Executive Board remuneration.
The financial measures are Key Performance Indicators (KPIs) to measure the successful execution
of the company’s strategy aimed at long-term value creation. Non-financial measures can include
ESG, operational, or strategic measures, such as revenues from
expert solutions, employee
engagement score, customer satisfaction scores, measures of good corporate governance,
operational excellence, and/or measures linked to environmental impact. Non-financial measures
will largely be measurable and will be reported on in the annual remuneration report. Through the
combination of these financial and non-financial measures, the STIP will contribute to the long-
term interests and sustainability of the company. Performance measures and weighting may differ
year on year reflecting the priorities of the business, but in any given year, a minimum of 80% of
the measures will be based on financial criteria.
Aligning with our risk profile
The Supervisory Board assesses whether variable remuneration might expose the company
torisk,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.
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Pay and TSR peer groups
North American comparators
European comparators
CGI
1
TSR
Atos
Equifax
TSR
Bureau Veritas
TSR
Gartner Capgemini
Gen Digital Clarivate
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
1
TSR
SGS
TSR
Teleperformance
Temenos
The Sage Group
TSR
1
CGI and Wiley (John Wiley & Sons) are included in the TSR peer group but not in the pay peer group.
TSR
Companies that are included in the TSR peer group.
Benchmarking against our peers
Pay peer group
We use a pay peer group to benchmark Executive Board pay. This includes direct competitors
andother 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 2024, 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.
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Target-setting process
The process for setting EPS and ROIC targets for the LTIP starts with our group strategy, which is
generally refreshed every three years, and the three-year financial plan which underpins this
strategy, 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
targetsthat 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
fromrelative 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.
Thestretch 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 the pay in the view of the
Supervisory Board would be unacceptable based on reasonability and fairness criteria.
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,
butare 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 incorrect
information about the achievement of the targets or the circumstances of which payment was
madedependent.
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
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 is the starting point for
target setting. This plan is augmented with assumptions around management actions to arrive
at realistic stretch targets.
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Implementation of remuneration policy in 2024
This section outlines the implementation of the remuneration policy for Executive Board members
in 2024, in line with the remuneration policy and the remuneration framework discussed above.
Italso describes how the performance measures were applied in2024.
For the performance period ending December 31, 2024, 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 2024.
The Supervisory Board is of the view that management achieved good overall results and delivered
for customers, despite various challenges faced during the STIP and LTIP performanceperiods.
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
costs
5
Total
2024
N. McKinstry
1
1,550 200
108 245
2,053 4,339
8,495
25%/75%
191
8,686
K.B. Entricken
2
837 34
77 213
945 1,921
4,027 29%/71%
8 4,035
Total 2,387
234
185 458
2,998
6,260
12,522
26%/74%
199
12,721
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
1
In 2024, Ms. McKinstry’s base salary was $1,610,000 (€1,549,681). The 2024 STIP payout is calculated
on a U.S. dollar denominated equivalent of total salary as: $1,610,000 x 137.9% ($2,219,707 equivalent to €2,053,383).
2
The 2024 STIP payout of Mr. Entricken is calculated on a U.S.-dollar-denominated equivalent of total base salary as: $905,000 x 112.9%
($1,021,474 equivalent to €944,934).
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, in the country of employment.
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 2024 tax-related cost changes for Ms. McKinstry were mainly due to the timing of Dutch
tax payments relating
to prior years. For Mr. Entricken, the changes are a result of non-recurring uitlizations of roll-forwarded tax credits in 2023.
6
Changes in the social security costs for Ms. McKinstry are a result of a higher remuneration base in 2023.
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Summary of 2024 performance against targets
The 2024 STIP financial target for revenues was met, while the STIP targets for adjusted net profit
and adjusted free cash flow were exceeded. Two of the three non-financial STIP targets were
exceeded, whilst one fell short of target. The formulaic outcome will result in cash annual STIP
payments of €2,053,383 forthe CEO and €944,934 for the CFO.
Three-year performance on total shareholder return, CAGR in diluted adjusted EPS, and final-year
ROIC were all ahead of target. The performance and shares to be paid out forthe LTIP 2022-2024 are
discussed under Long-term incentive plans.
Base salary 2024
The Supervisory Board approved an increase of 3.4% (2023: 3.9%) in base salary for the CEO and
CFOfor 2024. This was below the overall budgeted salary increase of 4.0% for Wolters Kluwer
employees globally.
Short-term incentive plan 2024
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 to the right, 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.
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.
In 2024, financial metrics were weighted at 90% and non-financial metrics were weighted at 10%
ofthe STIP. The remuneration policy specifies a minimum of 80% weighting for financial metrics.
Two of the non-financial metrics for 2024 were held the same – belonging score and indexed
cybersecurity maturity score. The metric of square meters of office footprint was introduced
asaquantifiable and verifiable measure that is directly linked to scope 1 and 2 emissions,
replacingthe number of on-premise servers which was used in 2023.
→
For related information on our non-financial performance measures, see
Integration of sustainability-
related performance in incentive schemes (GOV-3) in the
Sustainability statements, on page 96
→
For more information on the indexed cybersecurity maturity score in relation to sustainability,
seeTargets related to corporate culture and data privacy
in the Sustainability statements on page 138
STIP percentage payout scenarios for 2024
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 2024 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 2024 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)
2024
Financial
Revenues 34.0%
5,337
5,930
6,523
5,916
100% 125%
42.5% 100%
34.0%
Adjusted net profit 28.0%
1,048 1,165
1,281 1,185
102% 135%
37.8%
110%
30.8%
Adjusted free cash flow
28.0% 1,088
1,209
1,329
1,276
106% 155%
43.4%
130% 36.4%
Non-financial
Employee belonging score
1
3.33% Maintain
+1 point
+2 or more points
Maintained
90% 75%
2.5% 50%
1.7%
Indexed cybersecurity maturity score
2
3.33% 103.1
109.4
113.4+ 115.0
110% 175%
5.8% 150%
5.0%
Reduction in office footprint
3
3.34%
4.0%-4.5% 5.0%-6.0%
7.0%+
9.1%
110% 175%
5.8%
150%
5.0%
Total payout as % ofbasesalary
137.9%
112.9%
1
Employee belonging score: performance targets are relative to 2023 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
Reduction in office footprint: performance targets are based on reduction in square meters in offices used.
→
For related information on our non-financial performance measures, see
Integration of sustainability-related performance in incentive schemes (GOV-3) in the
Sustainability statements, on
page 96
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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 (EPS) and return on invested capital
(ROIC)
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, 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.
EPS and ROIC performance
incentive table
EPS and ROIC achievement
Payout %
Less than threshold* achievement
None
Underachievement (above threshold, but below target)
50% up to 100%
On target 100%
Overachievement (above target)
Up to 150%
* Threshold will be at least 50% of target.
Long-term incentive plan 2022-2024
The LTIP provides Executive Board members conditional rights on shares (performance shares).
Theplan 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 atthe end of a three-year performance period.
The current remuneration policy, adopted in 2021, uses three performance measures: total
shareholder return, CAGR in diluted adjusted EPS (EPS), and return on invested capital (ROIC).
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.
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.
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Conditional share awards vested for the period
2022-2024
number of shares,
unlessotherwise stated
Outstanding
at December
31, 2024
Additional
conditional
number of
TSR shares
(25%)
Additional
conditional
number of
EPS shares
(45%)
Additional
conditional
number of
ROIC shares
(50%)
Vested/
payout
February 27,
2025
Estimated cash
value of payout
(inthousands
ofeuros)*
N. McKinstry 40,084
5,782 4,578
3,391
53,835
8,635
K.B. Entricken 17,201
2,481
1,965
1,455
23,102
3,706
Total 57,285
8,263
6,543 4,846
76,937
12,341
Senior management 199,459
24,959
26,926 20,018
271,362
43,526
Total 256,744
33,222 33,469
24,864
348,299 55,867
* Estimated cash value calculated as the number of shares vested multiplied by the closing share price on
December 31, 2024 (€160.40).
LTIP vesting for the performance
period 2021-2023
The performance period for LTIP 2021-2023 ended on December 31, 2023. A total number of 543,949
shares were released on February 22, 2024. On that day, the volume-weighted-average price of
Wolters Kluwer N.V. was €147.1538. The number of shares vested and the cash equivalent are
shownbelow.
LTIP: shares vested for the performance
period 2021-2023
number of shares,
unless otherwise 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 22,
2024
Cash
valueof
vested
shares*
N. McKinstry 66,970
9,655
8,506
5,671
90,802
13,362
K.B. Entricken 26,533
3,825
3,370
2,247
35,975 5,294
Total 93,503
13,480
11,876
7,918
126,777
18,656
Senior management 303,256
37,944
45,564
30,408 417,172
61,388
Total 396,759
51,424
57,440
38,326
543,949 80,044
* Cash value in thousands of euros; calculated as the number of shares vested multiplied by the volume-
weighted-average price on February 22, 2024.
Performance against LTIP targets
for the 2021-2023 and 2022-2024
performanceperiods
LTIP measure
Weighting
Target
Achievement Payout %
Period 2022-2024
Vesting
TSR
50% Position 5-6
Position 4
125%
Diluted adjusted EPS 30%
CAGR of 9.4%
10.2% 145%
ROIC 20%
Final year 17.4%
18.1%
150%
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%
Performance against LTIP targets in constant currencies for the two most recent LTIP performance
periods areprovided in the table above. Targets 2022-2024 are shown in 2024 constant currencies
and targets for 2021-2023 are shown in 2023 constant currencies, and therefore differ from targets
stated in prior annual reports.
Vested LTIP plans
LTIP vesting for the performance
period 2022–2024
The performance period for LTIP 2022-2024 ended on December 31, 2024. Vested LTIP 2022-2024
shares will be released on February 27, 2025. The volume-weighted-average price for the shares
released will be based on the average exchange price traded at Euronext Amsterdam on February
27, 2025, the first day following the company’s publication of its annual results.
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Key assumptions for LTIP
2023-2025 and LTIP 2024-2026
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 2024-2026 LTIP 2023-2025
Fair values
Fair value of EPS and ROIC shares at grant date (in €)
121.35
91.37
Fair value of TSR shares at grant date (in €)
86.87 68.72
TSR shares – key assumptions
Share price at grant date (in €)
128.70
97.76
Expected volatility 20.2%
23.7%
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 2024-2026, the fair value is estimated to be €86.87 as of January 1,
2024. The inputs to the valuation were the Wolters Kluwer share price of €128.70 on the grant date
(January 1, 2024) and an expected volatility of 20.2% based on historical daily prices over the three
years prior toJanuary 1, 2024. 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.
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 2024-2026 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
2023-2025 and 2024-2026:
Conditional LTIP share awards for performance
periods 2023-2025 and 2024-2026
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 2024-2026
LTIP 2024-2026
LTIP 2023-2025
LTIP 2023-2025
December 31,
2024
N. McKinstry 21,407
15,325
26,504
19,934
83,170
K.B. Entricken 9,637
6,899 12,092
9,095
37,723
Total 31,044
22,244
38,596
29,029 120,893
Senior management
*
101,567 101,052
118,523
118,068
439,210
Total 132,611
123,276
157,119 147,097
560,103
* 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.
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Non-financial performance measures for STIP 2025
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 2025, the weight will again
be set at 10% with each measure equal-weighted and separately assessed. The measures will apply
to all Executive Board members.
In 2025, the following three strategically relevant, quantifiable, and verifiable non-financial STIP
measures will be applied.
Non-financial performance measures for 2025
Objective Measure
Weighting
Description of target
and how it is measured
Employee culture
andengagement
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 best self to work, be accepted for who they
are, and perform at their best, supporting a culture
of innovation. Thescore (on a scale of 0-100) is
determined by an independent third party (2024 and
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%
Retrospective disclosure of STIP
targets
The Supervisory Board discloses STIP targets retrospectively. Due to commercial and other
sensitivities, these short-term goals are not published in advance.
Proposed remuneration approach for 2025
This section describes arrangements that will be put into place for 2025. The new remuneration
policy, if adopted at the AGM in May 2025, will apply. If the policy does not achieve at least 75%
ofvotes in favor, the current remuneration policy (adopted in2021) will continue to apply.
The key elements of the contract of Ms. Stacy Caywood, who will be nominated as member of the
Executive Board in the 2025 AGM with the intention of succeeding Ms. McKinstry as CEO in February
2026, will be published on the company’s website.
Base salary 2025
The Supervisory Board approved a regular increase in base salary for the CEO and CFO of 3.8%
which is less than the overall budgeted 2025 salary increase of 4.1% for Wolters Kluwer
employeesglobally.
Short-term incentive plan 2025
For both the CEO and CFO, the STIP percentage payout scenarios for 2025 will be the same
asin2024.
→
See table on page 85
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 current remuneration policy
and the updated policy which will be proposed at AGM in 2025. The Supervisory Board has selected
the following measures from the list for 2025:
Financial performance measures for STIP 2025
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%
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Prospective disclosure of LTIP targets
The table below provides our prospective LTIP targets. If shareholders approve the policy
amendments in the AGM in May 2025, the new LTIP weightings will apply starting with LTIP 2026-
2028, in order to avoid reformulating LTIP 2025-2027 agreements after AGM.
LTIP Measure Weighting
Target in constant currencies
Period 2025-2027
TSR
50% Position 5-6
Diluted adjusted EPS 30%
CAGR of 8.4%
ROIC 20%
Final year ROIC of 19.5%
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%
EPS and ROIC targets are stated in constant currencies for the first year of each three-year
LTIPperiod.
Conditional LTIP grants 2025-2027
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.
Long-term incentive plan 2025-2027
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. In the policy adopted in 2021, the maximum award of conditional shares was reduced
from 285% to 240% of base salary over a two-year period, effectively reducing the CEO’s target
remuneration by about 10%. As a result, the CEO’s target remuneration is now slightly below
median of the pay peer group.
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 2025-2027 cycle, in accordance with the policy adopted in 2021 and consistent with the
proposed new policy, the Supervisory Board willmaintain TSR, measured against 15 peers, as an
LTIPmeasure with a weighting of 50% of the value of the LTIP.
In addition, the Supervisory Board will keep EPS at 30% of the value of the conditional award and
ROIC at20%.
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.
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Share ownership and holding requirements
According to our remuneration policy, the CEO is required to own Wolters
Kluwer shares valued
atthree times base salary, with other Executive Board members required to hold shares valued
attwice base salary. Our current Executive Board members continue to follow this 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, 2024)*
Actual ownership as
multiple of base
salary (as at December
31, 2023)*
December 31,
2024
December 31,
2023
N. McKinstry 44.2x
32.0x 427,202
372,131
K.B. Entricken 11.6x
6.4x 60,750
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
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.
Performance-driven remuneration scenarios 2025
Proposed remuneration for 2025 retains a high proportion of performance-driven pay for CEO
andCFO.
14,000
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 2025
7,0005,000
6,000
Performance-driven CFO remuneration scenarios 2025
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
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Supervisory Board remuneration
The remuneration policy for the Supervisory Board, which was adopted at the 2024 Annual General
Meeting ofShareholders, aims to attract and retain high-caliber individuals with the relevant
skillsand experience to guide the development and execution of company strategy and facilitate
sustainable long-term value creation. Supervisory Board remuneration is not tied to company
performance and therefore includes fixed remuneration only. In exceptional circumstances,
ad-hoccommittees 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 2024
2023 2022
A.E. Ziegler, Chair, Former Vice-Chair
Co-Chair
164
169 139
D. Sides Yes
62 –
–
A. Harve 20
– –
J.P. de Kreij, Vice-Chair
Chair 122
127 120
S. Vandebroek Yes
115 105
110
C.F.H.H. Vogelzang Yes
105 100
100
H.H. Kersten Co-Chair
102 96
68
Former Supervisory Board members
J.A. Horan Former Co-Chair
40 94
99
B.J.F. Bodson –
29 85
F.J.G.M. Cremers, Former Chair
Former Co-Chair
– –
45
Total 730
720
766
CEO pay ratio
The 2024 CEO pay ratio, obtained by dividing the total 2024 remuneration for the CEO by the
average of the total 2024 remuneration of all employees worldwide, remained stable at 77 (2023: 77).
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 2024 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 equivalent 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.
Other information
The company does not grant any personal loans, guarantees, or the like to Executive Board
orSupervisory Board members.
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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 8, 2024.
Shareholder voting outcomes at the 2024 AGM
Resolution
% of votes
for
% of votes
against
votes
withheld
2023 Remuneration report Advisory
94.70%
5.30%
779,674
Supervisory Board remuneration policy 98.41%
1.59%
494,896
Supervisory Board members’ fees
The table below shows the fee schedule for Supervisory Board members. For 2025, all annual fees
will remain unchanged. The fees are in line with the Supervisory Board remuneration policy which
was adopted with 98.41% of the votes at the 2024 Annual General Meeting of Shareholders.
Supervisory Board members’ annual fees
in euros 2025
2024 2023
Chair 130,000
130,000 130,000
Vice-Chair 95,000
95,000 95,000
Members 80,000
80,000 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, 2024, Ms. Ziegler held 1,894 American Depositary Receipts (each Depositary Receipt
represents one ordinary Wolters Kluwer share) (2023: 1,894). None of the other Supervisory Board
members held shares in Wolters Kluwer (2023: none).
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* The Executive Board remuneration for the years 2020 and 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 the
performance of WoltersKluwer and therefore includes fixedremuneration only.
1
Mr. Cremers retired after the 2022 AGM.
2
Ms. Ziegler succeeded Mr. Cremers as Chair after the 2022 AGM.
3
Mr. Bodson retired after the 2023 AGM.
4
Mr. De Kreij succeeded Ms. Ziegler as Vice-Chair after the 2022 AGM.
5
Ms. Horan retired after the 2024 AGM.
6
Ms. Harve was appointed after the extraordinary general meeting in October 2024.
7
Mr. Sides was appointed after the 2024 AGM.
8
Mr. Hooft Graafland retired after the 2020 AGM.
9
Ms. Kersten was appointed after the 2022 AGM.
10
Employee benefit expenses per FTE, excluding CEO, are restated for 2022 as temporary
staff and contractors
areno longer reported within employee benefit expenses.
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
2024
2023 2022
2021* 2020*
Executive Board remuneration
N. McKinstry 8,686
8,379
7,901
9,377
7,512
Change (in %) 3.7
6.0 (15.7)
24.8
(7.1)
K.B. Entricken 4,035
3,340
3,741
3,404
4,132
Change (in %) 20.8
(10.7)
9.9 (17.6)
(10.0)
Supervisory Board remuneration**
F.J.G.M. Cremers (appointed 2017), Former Chair
1
– – 45
128 128
A.E. Ziegler (appointed 2017), Chair, Former Vice-Chair
2
164 169
139 102
102
B.J.F. Bodson (appointed 2019)
3
– 29
85 82
72
D. Sides (appointed 2024)
7
62 –
– – –
A. Harve (appointed 2024)
6
20 –
– – –
J.A. Horan (appointed 2016)
5
40
94 99
91 96
H.H. Kersten (appointed 2022)
9
102 96
68 –
–
J.P. de Kreij (appointed 2020), Vice-Chair
4
122 127
120 94
92
S. Vandebroek (appointed 2020)
115 105
110 93
61
C.F.H.H. Vogelzang (appointed 2019)
105 100
100 88
88
R.D. Hooft Graafland
8
– – –
– 34
Company performance
Organic growth (in %) 5.8
5.8 6.2
5.7 1.7
Adjusted operating profit margin (in %)
27.1
26.4
26.1
25.3
24.4
Year-end closing share price (€)
160.40
128.70
97.76
103.60
69.06
Share price change (in %) 25
32 (6)
50 6
Total shareholder return (in %)
26 34
(4) 52
8
Average remuneration on a full-time equivalent basis
of employees
Employee benefit expenses per FTE, excluding CEO
10
111.0 107.7
107.7 99.7
98.6
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statements
90 Sustainability at WoltersKluwer
90 Our approach to
sustainability
91 Our
sustainability
datareporting
92 Sustainability at a glance
93 General disclosures
93 Basis for preparation
95 Governance
98 Strategy
104 Impact, risk, and
opportunity management
107
Environmental disclosures
107 Climate change (ESRS E1)
121
Social disclosures
121 Own workforce (ESRS S1)
132 Workers in the value chain
(ESRS S2)
134 Consumers and end-users
(ESRS S4)
136 Governance disclosures
136 Business conduct (ESRSG1)
137 Data privacy
(company-specific)
139 Reference table
142 List of data points that derive
from other EU legislation
145 EU Taxonomy
145 Assessment of compliance
with the EU Taxonomy
regulatory framework
148 Assessment of Taxonomy
alignment
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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,
andfocusing our efforts on actions that support our purpose
andour strategy. Through regular engagement with internal and
external stakeholders, we aim to understand how we may impact
them and howwe can create sustainable value. Aligned with our
strategy, we have policies and programs that embed
environmental, social, and governance standards within our
operations. We focus on the areas where we have material
impacts, risks, and opportunities (IROs), tracking progress of our
actions through metrics and targets. At the same time, we
recognize that identifying and addressing these IROs is a
continuous, ever-evolving process. This means we will proactively
ensure the relevance of our sustainability approach and address
any shortcomings in our current methods, such as limited
visibility within our value chain.
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).
UN Sustainable Development Goals
In previous years, we aligned our sustainability efforts
with the UN Sustainability Development Goals (SDGs)
based on the impacts of our products and services.
Recognizing the evolving nature of sustainability reporting
and the increasing importance of materiality, we have
refined our approach.
In 2024, we refined our approach by prioritizing SDGs that
align with our material impacts, risks, and opportunities
(IROs). This led us to adjust our focus, replacing SDGs 9
(Industry, Innovation, and Infrastructure) and 16 (Peace,
Justice, and Strong Institutions) with SDGs 8 (Decent Work
and Economic Growth), 10 (Reduced Inequalities), and 13
(Climate Action), while we continue to prioritize SDGs 3
(Good Health and Well-being) and 5 (Gender Equality).
→
For more details on the linkages between ourmaterial
IROs and these focus SDGs see the table Our material
impacts and opportunities (SBM-3) on
page 102
We regularly review our SDG focus areas to ensure they
remain relevant.
Sustainability at
Wolters Kluwer
In these sustainability statements,
we describe our approach
andperformance regarding
material sustainability
impacts, risks,
andopportunities.
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CONTINUED
Our sustainability data reporting
The EU Corporate Sustainability Reporting Directive (CSRD), which
came into effect on January 1, 2024, introduces a setofnew
mandatory European Sustainability Reporting Standards (ESRS).
In accordance with EU law, member states are required to
transpose the CSRD into national legislation by July 6, 2024. As of
the publication date of this Annual Report, the CSRD has not yet
been implemented into Dutch law and is therefore not formally
applicable to Wolters Kluwer. However, in recognition of the CSRD
and ESRS, these Sustainability statements
have been prepared in
accordance with the ESRS, as adopted by the European
Commission, and following the double materiality assessment
process to identify the information reported pursuant to the
ESRS. The EU Taxonomy
section in these sustainability statements
has been prepared in line with the reporting requirements
outlined in Article 8 of Regulation (EU) 2020/852 (Taxonomy
Regulation). These 2024 Sustainability statements
have been
assured by an external auditor.
→
The Independent auditor’s limited assurance report is included in
Other information on page 232
Where possible, these Sustainability statements include data
from the previous year for comparison and understanding. This
comparative information was not in scope of the limited
assurance review engagement.
As part of our ongoing efforts to improve our sustainability
reporting, we have enhanced our reporting manuals and design
ofinternal controls for the collection, processing, review, and
validation ofsustainability data, including the implementation of
sustainability-related controls in an integrated Internal Control
Framework for Sustainability Reporting (ICSR). This has resulted
in improved data quality and will continue to be enhanced in the
future. For some data points, we used third parties to administer
surveys or conduct assessments.
→
For more information, see
Risk management and internal controls
over sustainability reporting (GOV-5)
on page 97
In 2025, we will continue to enhance the reporting under the
requirements of ESRS, with focus on improving the data
collection by obtaining more accurate data and improving our
value chainvisibility. This will allow us to obtain more concrete
information on the impacts of our upstream and downstream
value chain activities on people and the environment. The
roll-out of a new supplier sustainability assessment tool in 2025
will support these improvement areas.
Acknowledging the iterative nature of human rights and
environmental due diligence in our own operations and across
our value chain, we will continue to evaluate potential and actual
IROs, as well as evaluate our policies, actions, and targets for our
material IROs.
→
For more information on value chain estimation, sources of
estimation, and outcome uncertainty, see
Disclosures in relation
tospecific circumstances (BP-2) on
page 93
To ease the transition to CSRD reporting for our non-EU
customers, investors, and other stakeholders, we have also
chosen to continue providing a separate document with
references to the relevant areas of the sustainability statements
and the disclosures set forth by the Global Reporting Initiative
(GRI), the Sustainability Accounting Standards Board (SASB), the
Task Force on Climate-related Financial Disclosures (TCFD), and
the UN Global Compact frameworks. Our 2024 GRI, SASB, TCFD,
and UN Global Compact disclosures are available in a separate
document on our website. This stand-alone document was not
subject to limited assurance by the external auditor.
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We report on our material
sustainability impacts and
opportunities along with
related policies, actions,
metrics, and targets.
Sustainability
ataglance
• Increased our scope 1 and 2 target
to 60% reduction of GHG emissions
by 2030 from a 2019 base year
• Submitted GHG emissions reduction
targets to become net-zero
in 2050
for validation by SBTi
• Completed our first global pay
equity analysis
• Selected a supplier sustainability
assessment tool to support our
supply chain decarbonization and
due diligence efforts
Climate
50%
reduction in
scope 1 and 2 emissions
since 2019
9%
reduction in
scope 3 emissions
since 2019
1.5°C aligned
We have submitted our net-zero targets
for validation
to the Science-Based Targets initiative
(SBTi)
Business conduct & corporate culture
99%
of employees completed the
Annual Compliance Training
78
our employee engagement
score
ESG Ratings
AAA
As of 2024, Wolters Kluwer received
anMSCI ESGratingof AAA, for the
6th consecutive year
11.4
(low risk)
Sustainalytics
B
CDP score
People
46%
of employees are female
40%
of managers are female
50%
of Executive Board
is female
57%
of Supervisory Board
is female
Key Male
Female
Not disclosed
3.1%
adjusted gender
pay-gap ratio
75
employee belonging score
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Basis for 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, covering the annual reporting
period from January 1, 2024, up to December 31, 2024.
In our double materiality assessment (DMA) of impacts, risks, and
opportunities (IROs), we considered our upstream and
downstream value chain as follows:
• Upstream includes both direct and indirect suppliers; and
• Downstream includes our customers and end-users.
We disclose relevant metrics, policies, actions, and targets
relating to our upstream and downstream value chain inthe
relevant sections of these sustainability statements.
Forcertain metrics disclosed in the sustainability statements,
upstream and downstream value chain data is included. Scope 3
emissions include both upstream and downstream data as scope
3.1, 3.2, and 3.4 concerns GHG emissions associated with our
suppliers, while scope 3.11 concerns GHG emissions associated
with our customers.
The evolving standards for sustainability reporting and the
ongoing updates to the ESRS implementation guidance may
leadto changes in our IROs and disclosure methods, particularly
as we discontinue the use of transitional reliefs related to
thevalue chain, as stipulated by the ESRS. Currently, much
ofourvalue chain data is limited to in-house and publicly
available information.
→
For an overview of our material impacts and opportunities
resulting from our DMA, see the table
Our material impacts and
opportunities (SBM-3) on page 102
→
For more information on our process to determine material IROs,
see Process to identify and assess material impacts, risks, and
opportunities (IRO-1) on page 104
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:
• Short term:
≤1 year
• Medium term: 1 - 5 years
• Long term:
≥5 years
Value chain estimation, sources
of estimation, and outcome
uncertainty
We acknowledge that using third-party information carries the
risk of outcome uncertainty. Since the ESRS do not specify
requirements for validating third-party data, our current
validation process relies on high-level assessments and available
guidance. Overall, some metrics, such as supplier
andcustomer-related GHG emissions, are subject to a high
levelof measurement uncertainty. Judgments and estimates
involved are therefore described alongside each metric
throughout these sustainability statements, in tables labeled
Methodologies and assumptions.
General
disclosures
In this section, we provide general
sustainability
disclosures, in accordance
with ESRS 2.
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Sustainability statements
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, making them subject to a high level of
measurement uncertainty. Emissions from purchased goods and
services (scope 3.1), which form the largest share of our GHG
emissions, are primarily based on these calculations.
A significant portion of supplier emissions is calculated based on
spend.
→
For more information on scope 3 methodologies and assumptions
for calculation of scope 3 emissions, see
Gross GHG emissions
(E1-6) on page 115
To enhance the accuracy of emissions calculations, we intend
tocollect primary-source data from suppliers, where available.
We plan toexpand engagement with our suppliers to obtain more
specific emission data, starting with our largest suppliers. We
continue to monitor new methods to improve estimation
accuracy and reduce dependence on assumptions, leveraging
improved data sources as they become available.
When reporting forward-looking information under the ESRS,
including actions and events that may or may not occur,
assumptions are made about future events and actions.
Duetothe inherent uncertainty and ambiguity associated
withanticipated actions and events, actual outcomes may vary,
meaning we cannot guarantee the accuracy and achievability
ofthis information.
Changes in preparation or presentation of sustainability
information and reporting errors
in prior periods
Following a quantitative assessment in 2024, we have concluded
that the GHG emissions from indirect use-phase emissions in
scope 3.11 (customer emissions) are considered to be immaterial,
relative to the total scope 3 emissions. Therefore, as from 2024,
indirect use-phase emissions are excluded from our GHG
emissions reporting. Scope 3.11 now only includes direct
use-phase emissions from cloud-based software solutions.
Comparative figures have been updated accordingly. We did not
seek assurance on the comparative information.
Incorporation by reference
For some disclosures, these sustainability statements refer to
other sections and chapters of this 2024 Annual Report.
→
For a list of ESRS disclosure requirements that are incorporated by
reference into these sustainability statements, see
Reference table
on page 139
Use of phase-in provisions
In the first year of reporting under ESRS, the transitional
provision in ESRS 1 paragraph 137, which allows for the phased
introduction of certain disclosures, has been applied for the
following disclosure requirements:
• SBM-1, paragraphs 40 (b) and (c);
• SBM-3, paragraph 48 (e);
• S1-7, paragraphs 55 (a), (b), (c), and 57;
• S1-9, paragraph 66 (a);
• S1-12, paragraph 77; and
• S1-13, paragraph 83 (b).
→
For an overview of the use of phased-in disclosures, see
Reference table on
page 139
In the first three years of reporting under ESRS, the transitional
provision in ESRS 1 paragraph 133, which allows for limiting value
chain information to information available in-house, has been
applied to relevant disclosure requirements. Appropriate
references are made throughout these sustainability statements.
General disclosures (ESRS 2)
CONTINUED
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Governance
Role of the Executive Board and Supervisory
Board(GOV-1)
The responsibilities of the Executive Board and Supervisory
Board and its committees for impacts, risks, and opportunities
(IROs) are included in the respective By-Laws and Terms of
Reference. The By-Laws of the Executive Board stipulate that in
the development of the strategy, the Executive Board should also
consider the impact of the company in terms of sustainability,
including the effects on people and the environment. It further
provides that the company should draft an outline policy
fortheeffective dialogue with stakeholders of the company.
Inaccordance with Dutch law, the Executive Board has
collectiveresponsibility, notwithstanding allocation of certain
responsibilities to the CEO and CFO in the By-Laws of the
Executive Board, which includes the CFO’s responsibility
forsustainability data reporting and compliance with
sustainability regulations.
→
For the composition and diversity of the Executive Board and
Supervisory Board, see Executive Board
and Supervisory Board in
Governance on page 61
and page 62
→
For the roles and responsibilities of the Executive Board in
exercising oversight of the process to manage material IROs, see
Executive Boardin Corporate governance
on page 43
→
For the roles andresponsibilities of the Supervisory Board in
exercising oversight of the process to manage material IROs, see
Supervisory Board in Corporate governance
on page 44
→
For the role of the Executive Board related to business conduct
matters, see Culture in
Corporate governance on
page 46
The Supervisory Board By-Laws stipulate that in performing its
duties, the Supervisory Board takes into consideration the impact
of the company’s actions on people and the environment, and to
that end weighs the interests of the company’s stakeholders.
Amore detailed list of the Supervisory Board’s responsibilities
covering supervision of various sustainability matters is included
in its By-Laws. The key focus points of the Audit Committee in
relation to sustainability/ESG are included in the Terms of
Reference of this committee.
For the Selection and Remuneration Committee, its Terms of
Reference provide that this committee has oversight on the
remuneration policy for the Executive Board, including the
sustainability elements therein. Both the Supervisory Board
By-Laws and Terms of Reference of the Audit Committee and
theSelection and Remuneration Committee are available on
ourwebsite.
The Executive Board oversees governance processes, controls,
and procedures that are used to monitor, manage, and oversee
IROs. The Corporate Sustainability team provides periodic
updates to the Executive Board, Supervisory Board, and Audit
Committee on sustainability /ESG matters, communicating
regulatory changes and relevant market developments. This team
consists of sustainability specialists, led by the Senior Vice
President and General Counsel who reports to the CEO, as well as
accounting and reporting specialists, led by the Senior Vice
President Finance, Budgeting & Reporting, who reports to the
CFO.
The Corporate Sustainability team centrally coordinates the
company’s sustainability efforts, ensuring compliance with
sustainability regulations and partnering with various internal
subject matter experts (SMEs) on sustainability matters. These
SMEs oversee the setting of policies and targets on specific IROs
and have a reporting line to one of the members of the Executive
Board. These functions have skills and expertise in their
respective teams for the listed sustainability matters and are
responsible for appropriate controls and procedures for the
management of the IROs under their responsibility. See the table
on the right for an overview of the reporting lines.
Group meetings and individual meetings between the Executive
Board and these functions provide the Executive Board with a
good view on the availability of the required skills in relation
tosustainability matters within the company. The Supervisory
Board is also kept informed of the available skills. This way, the
Executive Board and Supervisory Board are informed about
available and required expertise and whether appropriate skills
and expertise need to be expanded.
→
See the section Talent management
in Report of the Supervisory
Board on page 66
General disclosures (ESRS 2)
CONTINUED
Reporting lines to the CEO and Chair of
the Executive Board
Function Topic and relation
to impacts, risks,
and opportunities
CEO of
Global
Business
Services
• Real Estate and Facilities: climate change (scope 1
and2)
• Sourcing & Procurement: climate change (scope 3.1,
3.2, and 3.4) and human and labor rights of workers in
the supply chain
• Business travel: climate change (scope 3.6)
• Cybersecurity
Chief
Human
Resources
Officer
• DEIB, including equal pay for equal work
• Well-being: work-life balance
• Talent management: training and skills development
• Employee engagement: corporate culture
• Flexible work arrangements: climate change
(scope3.7)
CEOs of our
operating
divisions
• Products and customers: access to quality information
on which our customers base their services towards
their clients
• In addition, the divisions are responsible for the
execution of corporate policies and targets within
their divisions
SVP General
Counsel,
and
Company
Secretary
• Corporate governance and ESG/sustainability
regulations
Reporting lines to the CFO and Member
of the Executive
Board
Function Topic and relation
to impacts, risks,
and opportunities
EVP &
General
Counsel
• Data privacy
• Ethics & Compliance: business conduct and corporate
culture
VP Internal
Control
• Internal Control Framework for Sustainability
Reporting (ICSR)
SVP Finance,
Budgeting &
Reporting
• Sustainability reporting focused on quantitative data
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Information provided to and sustainability matters
addressed by the Executive Board andSupervisory
Board(GOV-2)
The Executive Board and the Supervisory Board and its
committees are informed about material impacts, risks,
opportunities, and related policies, actions, metrics, and targets
by the functions listed in the table on the previous page, or their
respective delegates and teams. This typically occurs one to four
times ayear but may be more frequent as needed. See the table
onthe right for key items discussed or addressed in 2024.
→
For a description of how the Executive Board and Supervisory
Board are informed about sustainability matters, see
Environmental, social, and governance matters in
Corporate
governance on page 47 and
Sustainability in Report of the
Supervisory Board on page 66
Integration of sustainability-related performance
inincentive schemes (GOV-3)
The Supervisory Board is responsible for the execution of the
remuneration policy, based on the Selection and Remuneration
Committee’s advice. The
Remuneration report outlines key
elements ofour Executive Board remuneration policy, including
sustainability-related performance and the proportion of variable
remuneration dependent on sustainability-related targets.
Climate considerations are factored into the selection of
sustainability-related targets. In 2024, a new target on percentage
reduction in our office footprint was included in thenon-financial
performance measures for the short-term incentive plan (STIP).
This measure is one of the key drivers of reduction of our scope 1
and 2 greenhouse gas (GHG) emissions. The STIP offers cash
incentives for achieving specific annual targets for a set of
financial and non-financial performance measures, determined at
the start of each year. Wewill continue to evaluate relevent
climate-related STIP measures as we evolve our GHG emissions
reporting.
→
For more details, seethe sections
Remuneration targets linked
to strategic goals
on page 74,
Short-term incentive plan 2024
on
page78, and Payouts for performance against 2024 STIP targets
onpage 79 of the Remuneration report
General disclosures (ESRS 2)
CONTINUED
Body Material topic
Topic discussed or
addressed in 2024
Executive Board Climate change
Updates about real estate rationalizationprogram and approval of target to reduce
office
footprint.
Updates on the progress of greenhouse gas emissions reduction targets, and approval for
net-zero GHG emissions reduction target.
DEIB Updates on inclusion and belonging initiatives, including belonging score, inclusive
leadership training, and global inclusion networks.
Outcome of the work on the global pay equity analysis project.
Work-life balance
Updates about well-being program design and participation, pension progress, and benefits.
Approval of the Working Together model, our global flexible work arrangement.
Training and skills development
Updates about skills-based talent management and progress on skills taxonomy.
Data privacy Approval of the Global Data Privacy Policy and update on the cybersecurity program.
Human and labor rights for workers
in the supply chain
Approval of the selection of a new supplier sustainability assessment tool.
Corporate culture
Updates about the company’s SpeakUp (whistleblowing) program and the employee
engagement score.
Supervisory Board
(and Executive
Board)
Climate change Inform about the progress of greenhouse gas emissions reduction targets, and approval
for
net-zero GHG emissions reduction target.
DEIB Inform about inclusion and belonging initiatives, such as the Engagement & Belonging
survey results and progress on improvement plans.
Training and skills development
Inform about talent planning progress and succession pipelines for leadership.
Human and labor rights for workers
in the supply chain
Inform about the selection of a new supplier sustainability assessment tool.
Audit Committee Climate change
Inform about the progress of greenhouse gas emissions reduction targets, and approval for
net-zero targets.
Human and labor rights for workers
in the supply chain
Inform about the selection of a new supplier sustainability assessment tool.
Corporate culture
Inform about the company’s SpeakUp (whistleblowing) program.
Selection and
Remuneration
Committee
Climate change, DEIB, Data privacy
Review the non-financial performance measures for the short-term incentive plan.
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CONTINUED
Statement on due diligence (GOV-4)
Due diligence is an iterative process involving the identification, prevention, mitigation, remediation,
and communication of impacts on
people and the environment. Our approach to human rights and environmental due diligence involves the ongoing analysis
of actual
and potential impacts of our business activities, conducted as part of our double materiality assessment. This includes consultations
with stakeholders and desk research on publicly available information relevant to our sector.
We acknowledge the importance of
conducting human rights and environmental due diligence, as outlined by the United Nations Guiding Principles on Business and
Human Rights and the OECD Guidelines for Multinational Enterprises. In 2025, we aim to enhance our due diligence process
by gaining
more concrete insights into our value chain.
Core elements of due diligence
Paragraphs in the sustainability statements
a) Embedding due diligence in governance, strategy, and business model
ESRS 2 GOV-2
ESRS 2 GOV-3
ESRS 2 SBM-3
b) Engaging with affected stakeholders
ESRS 2 GOV-2
ESRS 2 SBM-2
ESRS 2 IRO-1
ESRS E1
ESRS S1-2
ESRS S2-2
ESRS S4-2
c) Identifying and assessing negative impacts on people and the environment
ESRS 2 IRO-1
ESRS 2 SBM-3
d) Taking actions to address negative impacts on people and the environment
ESRS E1-1
ESRS E1-3
ESRS S1-4
ESRS S2-4
ESRS S4-4
e) Tracking the effectiveness of these efforts
ESRS E1-4
ESRS E1-5
ESRS E1-6
ESRS S1-5
ESRS S1-6
ESRS S1-7
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
ESRS S4-4
ESRS G-1
Corporate culture and data privacy company-specific metrics
Risk management and internal controls over
sustainability reporting (GOV-5)
Internal controls related to these sustainability statements
havebeen implemented in an Internal Control Framework for
Sustainability Reporting (ICSR) specific to material data points
and differentiating between environmental, social,and
governance topics. Functional sustainability topic owners have
been assigned. Internal Audit will periodically perform thematic
reviews on sustainability topics. We also developed a
sustainability reporting manual. Sustainability-related reporting
topics, compliance, and risks are periodically discussed in
theCorporate Risk Committee, and the Executive Board is
informed on outcomes. Further steps to integrate sustainability
reporting controls into the ICSR are planned for 2025.
The company recognizes the importance of formalizing and
embedding controls over the double materiality assessment
(DMA) process and is taking additional steps to continue the
implementation of new sustainability-related controls following
the conclusion of the DMA results. These controls will be tested
for design and effectiveness in the future, and results will be
reported on the affected internal control dashboards per usual
procedures to functional management, internal and external
auditors, the Executive Board, and the Audit Committee.
As explained elsewhere in the sustainability statements, the level
of accuracy and completeness of some of our sustainability data
is subject to judgments and estimates. Considering this is the
first year of reporting under ESRS, the internal control processes
over this data is still maturing.
→
For more information see
Disclosures in relation to specific
circumstances (BP-2) on
page 93
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General disclosures (ESRS 2)
CONTINUED
Strategy
Strategy, business model, and value chain
(SBM-1)
Wolters Kluwer is a global provider of information solutions,
software, and services. Our customers are professionals in
various sectors, including health, tax & accounting, finance,
compliance, legal, and ESG. We provide our customers with
expert
solutions that combine deep domain knowledge with technology
to deliver both content and workflow automation, driving
improved outcomes and productivity.
The key markets, products, and customer groups we serve
include:
• Health: trusted clinical technology and solutions that drive
effective decision-making and outcomes across the continuum
of healthcare.
• Tax & Accounting:
expert solutions that help tax, accounting,
and audit professionals drive productivity, navigate change,
and deliver better outcomes.
• Financial & Corporate Compliance:
expert solutions for legal
entity compliance and banking product compliance.
• Legal & Regulatory: information, insights, and workflow
solutions for changing regulatory obligations, managing risk,
and increasing efficiency.
• 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.
The breakdown of total revenue by significant ESRS sector is not
disclosed as the ESRS SEC1 Sector classification standard is still
in draft by the European Financial Reporting Advisory Group
(EFRAG). We will disclose this breakdown in the first year when
the application date is specified in a Commission Delegated Act.
Our mission is to empower our professional customers with the
information, software solutions, and services they need to make
critical decisions and achieve successful outcomes for their
clients or patients. This drives our purpose to help professionals
deliver deep impact when it matters most, to help protect
people’s health and prosperity, and contribute to a safe and just
society. Our employees are instrumental to our purpose. We aim
to attract, develop, and retain a highly-skilled and talented
workforce, while maintaining a diverse, equitable, and inclusive
culture for our global workforce. Our operations are in line with
our values and ethical standards – they are fundamental to how
we interact with our employees, customers, partners, and society
at large, today and in the future.
We continuously review our product and service offerings,
markets, and the needs of customers for alignment with our
mission and purpose.
→
For more information, see
Macroeconomic conditions, Competition,
and Changes in technology, business models, and customer
preferences
in Risk Management on page 51
In the last few decades, our business model evolved from a
publishing company to a global provider of information, software
solutions, and services. While we continue to have a small print
portfolio for certain customer segments, the core of our business
model is now the provision of cloud-based
expert solutions
including the deployment of artificial intelligence and other
advanced technologies in our solutions.
→
For more information on our strategy, business model, and
products, see the section Strategy and business model
in the
Strategic report
on page 6 and Executive team in the
Strategic
report on page 14
The graphic on the right shows an overview of our key inputs and
outputs related to our business model, including expected
benefits for our key stakeholders.
Business model: inputs and
outputs 2024
Human capital
• Efforts, skills,
and talent
contributed by 21,600
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
• €1.5bn equity capital
• €4.1bn gross debt capital
Natural Resources
• Energy consumption
along ourvalue chain
Inputs Outputs
Customers
• €5.9bn revenues
from
solutions that enable
effective and efficient
decision-making
Employees
• €2.4bn in salaries
andother benefits
• Skills and career
development
Suppliers & Partners
• €2.1bn operating
costs
on third-party content,
goods, and services
Investors
• 26.5% total shareholder
return
• €34m net interest
paid to
bondholders and banks
Society
• €318m income
taxespaid
• Products that protect
health and prosperity
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Sustainability statements
General disclosures (ESRS 2)
CONTINUED
Wolters Kluwer has operations in more than 40 countries and
serves customers in more than 180 countries. The company is part
of a global value chain with customers and suppliers as key
partners. Our customers rely on us to make critical decisions in
their professional area; by providing them with
expert solutions
that combine deep domain knowledge with specialized technology
and services, our customers can make optimal decisions and
thereby provide better outcomes for their clients or patients. For
the delivery of our information, software solutions, and services to
our customers, we depend on third-party suppliers, including
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. In recent years, we have been migrating customers
and applications to the cloud, allowing us to decommission
on-premise servers. Transitioning to the cloud brings benefits to
our customers in the form of improved cybersecurity protection
and increased mobility, availability, and standardization.
With our increasing use of hosting services in the cloud, we
consider environmental impacts in connection with the use of
third-party data centers, including energy, water, land usage, and
electronic waste, and the social impact on local communities. Our
value chain information is limited to information available
in-house and publicly, as stipulated by the transitional provision
of the ESRS. Our initial due diligence assessment based on
available information did not reveal any material impacts or risks
related to this topic. Over the next three years, we intend to
collect and structure the necessary data from our suppliers,
including data center providers, to inform our future
assessments.
Interests and views of stakeholders
(SBM-2)
We actively engage in stakeholder dialogue across all our
business activities, in accordance with our Stakeholder
Engagement Policy, available on our website.
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.
This also means that the interests and views of our key
stakeholder groups inform our strategy and business model in
varying ways.
The views of employees offer critical insights that help us
enhance our diversity, equity, inclusion, and belonging (DEIB)
efforts, well-being policies, and career development
opportunities, in turn allowing us to attract strong talent and
improve retention rates. Incorporating the interests and views of
our customers and end-users drives continuous improvement in
our products and services, ensuring we provide quality,
actionable, and reliable information and workflows. Investors
provide valuable insights into our market positioning and help us
identify areas for continuous improvement. Engagement with
suppliers contributes to our business model through
partnerships in research and development (R&D) and product
development, which advance our goals and strategies related to
delivering quality information and solutions. In parallel, the
perspectives of governments, regulators, industry associations,
and research and academic institutions contribute to our product
development, market strategies, and compliance with industry
and regulatory standards. As part of our double materiality
assessment process, we analyzed the views of our key
stakeholders, which helped us understand their perspectives in
terms of our material impacts, risks, and opportunities.
→
For more information, see Process to identify and assess
material
impacts, risks, and opportunities (IRO-1)
on page 104
Our Executive Board and Supervisory Board and its committees
are kept informed about the views and interests of affected
stakeholders regarding our sustainability-related impacts by the
Corporate Sustainability team and by relevant functional leaders
with responsibility for specific topics.
→
For an overview of reporting lines and sustainability matters
discussed with these boards, refer to the tables in the sections
Role of the Executive Board and Supervisory Board (GOV-1)
on
page 95 and Information provided to and sustainability matters
addressed by the Executive Board and Supervisory Board (GOV-2)
on page 96
Senior management of our divisions and functional areas are
involved in the understanding of interests and views of specific
stakeholder groups. Employee perspectives on sustainability
matters such as DEIB, training and skills development, and
work-life balance, gathered through annual surveys, focus groups,
and other initiatives, are shared with Human Resources
executives. These insights are then cascaded down to divisional
and business unit executives for awareness or implementation.
The views and interests of governments, research and academic
institutions, as well as civil society or non-profit organizations,
are communicated to relevant divisional and business unit
leadership. This ensures that our products and services are
developed in line with evolving needs and regulatory changes,
providing quality, reliable, and actionable information and
workflows for our customers and their end-users. Our leadership
also receive reports on direct feedback from our customers and
their end-users, through regular meetings, steering committees,
cross-departmental product teams, product board meetings,
town halls, and quarterly business reviews.
We are committed to respecting human rights, including data
privacy, for our customers, employees, and, where applicable, our
suppliers and their workers.
With regards to value chain workers, insights are gathered aspart
of our supply chain risk management program and materiality
assessment process. As per the transitional provision of the ESRS,
we will implement additional initiatives to obtain further insights
into the interests and views of this group of value chain workers,
including respect for their human rights, aspart of enhancing our
due diligence process.
→
For insights into our supply chain risk management program and
a description of the actions we plan to take regarding ensuring a
more comprehensive value chain perspective, seeActions related
to value chain workers (S2-4)
on page 133
→
For more information on our DMA process and methodologies,
see Process to identify and assess material impacts, risks, and
opportunities (IRO-1) on
page 104
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General disclosures (ESRS 2)
CONTINUED
Key stakeholder How we engage
Purpose of the engagement
Engagement outcomes and integration
Employees and employee
representatives
• Annual engagement & belonging survey;
• Targeted onboarding and exit surveys;
• Leadership summits;
• Bi-annual or quarterly townhalls with all employees or for
specific business lines;
• Intranet and internal messaging platforms;
• Meetings with European Work Council and local work councils;
• SpeakUp (whistleblowing) program; and
• Global inclusion networks.
• Inform employees about our business strategy, policies,
resources, and performance;
• Promote employee programs and initiatives;
• Gather feedback and insights from employees;
• Address concerns or grievances;
• Mutual exchange and agreements with employee representative
bodies, such as work councils; and
• Promote connection and foster strong engagement
andbelonging in support of our inclusive culture.
• Increased participation in our global inclusion
employee networks;
• Culture of inclusion and a strong sense of belonging
and engagement; and
• Skills development for employees to support
careerprogression.
Customers and end-users
• Year-round dialogue through sales, marketing, and customer
service teams;
• Quarterly business reviews;
• User experience research, surveys, and focus groups;
• Customer collaboration on product development;
• Due diligence questionnaires, among other on our sustainability
performance; and
• Periodic webinars or (virtual) coffee chats.
• Improve customer satisfaction;
• Enhance product and service offerings; and
• Inform customers of new product roadmaps.
• Beta testing of products with customers;
• Gaining insight into user needs and pain points
allowing us to design relevant and actionable solutions;
and
• Product development based on concrete feedback from
customers.
Investors and analysts
• Publication of financial and ESG results and other regulated
information;
• Participation in ESG ratings, like CDP and Sustainalytics,
allowing investors to monitor our sustainability progress; and
• Presentation and discussion of the business through webcasts,
roadshows, Annual General Meeting of Shareholders,
conferences, teach-ins, and ad-hoc meetings.
• Enhance investors’ and analysts’ understanding of the
company’s business model and strategy;
• Ensure a fair valuation of our securities by the market;
• Attract and retain investors; and
• Gather investor feedback and perspectives on the strategy,
performance, governance, sustainability, and other matters.
• Gained insight into investor views on the relevance of
ESG topics (e.g., for DMA);
• Gathered feedback from shareholders on governance
and remuneration topics; and
• Identified opportunities to improve public disclosures
to enhance investors’ understanding of the company.
Suppliers and business partners
• Quarterly business reviews with key suppliers;
• Strategic partnerships;
• Supplier events, innovation workshops, and partnership
summits; and
• Supplier risk management, due diligence, and performance
management.
• Fostering long-term, mutually beneficial relationships;
• Ensure compliance with our privacy and security standards,
Supplier Code of Conduct, and regulatory requirements;
• Cooperation on key topics, such as cybersecurity, innovation
inproduct development, R&D, and ESG regulations; and
• Ensure seamless operation of suppliers critical to the business
continuity of our operations.
• Co-developed R&D initiatives with key suppliers
resulting in product development;
• Implemented advanced security protocols to mitigate
risks and manage our underlying infrastructure; and
• Successful Supplier Performance Management
(SPM) pilot with critical key suppliers, with plans to
expand this across all strategic suppliers and include
ESGcriteria.
How we engage with our key stakeholders
Below is an overview of our key stakeholders, how we engage with them, what the purposes of the engagements are, as well as some outcomes from
the engagements and how we integrate these
outcomes. While these engagements help us to inform our strategy and business model, we have not made or planned to make significant
amendments to our strategy and business model. Our new
three-year company strategy remains focused on delivering quality information and innovative
expert solutions to our customers as well as fostering a great place
to work for our employees.
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Key stakeholder How we engage
Purpose of the engagement
Engagement outcomes and integration
Industry associations •
Membership of associations and participation in their
meetingsand initiatives; and
• Collaboration or participation in trade fairs.
• Knowledge sharing;
• Obtain insights into industry challenges, pain points,
andneeds; and
• Industry liaison with government on reforms that impact
ourindustry.
• Improved understanding of industry and main trends;
• More efficient liaison with government on industry
themes like cybersecurity; and
• Generated insights for product management and
marketing teams.
Academic and research institutions
• Participation in university boards, bodies, and councils;
• Research collaboration; and
• Hosting competitions.
• Strengthen our credibility as a provider of professional
solutions;
• Knowledge exchange and publications;
• Gain insight into the use and impact of our solutions;
• Understand research trends; and
• Monitoring societal changes to maintain our development of
relevant and actionable solutions.
• Evolving our solutions based on societal changes like
large-scale digitalization and insights into the needs of
emerging generations.
Civil society and non-profit
organizations
• Partnerships with non-profits, such as the Princess
MaximaCentre;
• Employee volunteering programs; and
• Membership in corporate sustainability initiatives like
theUNGlobal Compact.
• Deliver quality information to help address societal issues,
likeglobal health matters;
• Contribute to local initiatives; and
• Alignment on cross-sector sustainability practices.
• Dissemination of digital health tools in resource-limited
settings, contributing to our mission of delivering
impact where it matters most;
• Peer-learning groups and educational sessions which
have helped us align our stakeholder engagement and
sustainability due diligence strategies; and
• Empowering employees to collaborate on community
projects and local initiatives, which improves their
engagement and sense of belonging.
Governments and regulatory
authorities
• Contracting EU-designated notified bodies to ensure
productcompliance with relevant regulations;
• Knowledge exchange on quality requirements;
• In-person and remote interactions; and
• Webinars and events.
• Assess conformity of products before being placed on the
EUmarket;
• Understand trends and upcoming regulations;
• Product development; and
• Guidance for sustainability reporting and strategy
development.
• Solutions comply with relevant regulations and
developed in line with new regulations;
• Obtaining professional, high-quality information to use
in our solutions;
• Creation of market strategies based on interests and
views of governments and regulatory bodies; and
• Roadmaps for complying with relevant sustainability
regulations like the Dutch Corporate Governance Code
and the CSRD, among others.
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Our material impacts and opportunities
(SBM-3)
The material impacts, risks, and opportunities (IROs) resulting from our double materiality assessment (DMA) are listed below. The purpose
ofa DMA is to understand the impact of our activities on people
and the environment, as well as the risks or opportunities this may pose to our business.
Material topic Type of
material IRO
Value
chain
Expected
time horizon
Description of the material IROs and their effect on people or the environment
Sustainable Development
Goals (SDGs)
Climate change Energy use results in CO
2
e emissions across scopes 1, 2, and 3, negatively impacting the environment.
Reducing these emissions is challenging because of dependency on external factors and parties,
particularly due to the significant emissions from our upstream suppliers.
Diversity, equity,
inclusion, and belonging
(DEIB)
Equal treatment and opportunities, including equal pay for equal work, drive DEIB and bring benefits
to the well-being of our workforce, while a high-performing, productive, and engaged workforce also
benefits the company.
Training and skills
development
Training and skills development opportunities for our employees bring benefits for the personal
growth and well-being of our workforce, while a high-performing, productive, and engaged workforce
also benefits the company.
Work-life balance
Well-being measures, including employee benefits, support our employees’ work-life balance
and therefore bring benefits to our workforce, while a high-performing, productive, and engaged
workforce also benefits the company.
Labor and human
rights of workers
in the value chain
Workers of direct suppliers that are involved in providing products or services to our businesses
may potentially not have sufficient equal opportunities, wages, secure jobs, work-life balance, and
protection of health and safety at work, which could impact the human and labor rights of these
workers in the value chain.
Access to quality
information
By providing our customers with quality, actionable, and reliable information through our products
and services, including expert solutions, they can make optimal decisions and thereby provide better
outcomes for their clients or patients.
Corporate culture
A strong corporate culture around values and business ethics has a positive impact on our workforce,
while this also benefits our reputation and relationships with customers, business partners, and other
stakeholders.
Data privacy The protection of personal data and associated data privacy rights of individuals whose personal
data
is entrusted with us could potentially be impacted in case of data privacy or cybersecurity incidents.
!
Material positive impact
Material negative impact
Material opportunity
Material risk
Short term (≤ 1 year)
Medium term (1-5 years)
Long term (≥ 5 years)
Upstream and suppliers
Own operations
Customers
Downstream beyond customers
+
-
*
-
+
*
+
*
+
*
-
+
*
+
*
-
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Material impacts and opportunities
and their
interaction with strategy and business
model (SBM-3)
In determining our material IROs, we conducted a resilience
analysis using the specified time horizons of the ESRS. The
resilience analysis was based on qualitative input by internal
subject matter experts, gathered as part of the double materiality
assessment process. As part of the resilience analysis, we
reviewed existing mitigating measures such as our
comprehensive risk management framework as well as our
policies and procedures related to each IRO.
The resilience analysis allowed us to conclude that despite there
being three material negative impacts (climate change, labor and
human rights of workers in the value chain, and data privacy), our
strategy and business model are sufficiently positioned to ensure
that these do not pose a material risk to our business. This is
mainly due to our risk management practices, including our
comprehensive cybersecurity and data privacy measures, as well
as our climate change adaptation and business continuity
programs.
→
For more information, see
Risk management in Governance
on
page 49
For climate change, we also made use of our preliminary
climate-scenario analysis to determine our company’s resilience,
which we detail in the relevent section of these sustainability
statements.
→
For the conducted resilience analysis related to climate change,
see Transtition plan for climate change mitigation (E1-1)
on
page108
Management has concluded that the financial impact of climate-
related matters on estimates and judgments is not material.
→
For more information, see
Note 3 – Accounting estimates and
judgments of the Financial statements on
page162
While our DMA involved a qualitative analysis of the financial
effects of our material opportunities, we have not yet quantified
their financial impact on our financial position, performance, and
cash flows. We have not identified any material opportunities
that could significantly affect the reported values of assets and
liabilities within the next annual reporting period.
The majority of the material impacts are positive and present
opportunities for growth and improvement over time. These
impacts align directly with our strategy and values, showcasing
our commitment to ensuring employee well-being and
development, engaging diverse talent to drive innovation and
growth, as well as focusing on customer success through quality
information and workflows.
Our new three-year company strategy remains focused on
delivering quality information and innovative
expert solutions to
our customers and fostering a great place to work for our
employees. This strategy is described in the section
Strategy and
business model within the Strategic Report.
We explain the interaction between our material impacts and
opportunities and our strategyand business model in the
respective topical sections of these sustainability statements.
We have determined that all material IROs are expected to have
significant effects across the three time horizons: short, medium,
and long term. In practical terms, this means that negative
impacts, such as climate change and data privacy, are ongoing
issues that require continuous attention to minimize their effects
over time. Similarly, positive impacts are seen as providing
benefits to both people and the business across all three time
frames. Our strategy and resources are therefore allocated to
maximize these benefits, and reduce the severity of identified
negative impacts, consistently throughout each period.
It is important to note that the DMA and the resulting material
IROs are subject to change. As the DMA is an iterative process,
wewill adapt our assessment, incorporate new insights from our
value chain, and continuously monitor the evolving impacts of
our business activities.
All the material topics listed in the table on the previous page are
covered by the ESRS. For the topic of data privacy, we have
adopted an entity-specific approach, combining with
cybersecurity and categorizing it under the chapter
Governance
Disclosures (G1). We consider these key topics in relation to good
business practices and governance. Our assessment is based on
our values as well as our principle-based approach of
maintaining high standards for data protection and privacy to
comply with applicable global data privacy legislation, supported
by a governance model to oversee data privacy protection
behavior. Additionally, for some IROs, we use additional entity-
specific metrics that are pertinent to the comprehensive
disclosure of the respective IRO.
→
For more details regarding our DMA process and methodologies,
see Process to identify and assess material impacts, risks, and
opportunities (IRO-1) on
page 104
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Impact, risk, and opportunity
management
Process to identify and assess
material impacts, risks,
and opportunities (IRO-1)
The material impacts, risks, and opportunities (IROs) outlined
inthe table on our material impacts and opportunities on page
102, were identified through conducting a double materiality
assessment (DMA). Using the six-step process described below,
we were able to identify and assess the impacts of our business
activities and relationships on people and the environment, as
well as any related risks and opportunities for our company. The
material IROs resulting from this assessment form the basis for
our disclosures in these Sustainability statements. In 2024, we
built upon our initial DMA from 2023 to complete a
comprehensive assessment.
Step 1:
Review business activities
and engage keystakeholders
As a first step, we reviewed our business activities and office
locations. We then identified key suppliers in our upstream
supply chain, focusing on those with heightened environmental
and social risks, such as data centers, IT hardware, print
providers, IT services, outsourcing, and consulting providers. This
helped us assess risk levels in various locations and sectors. We
also considered the products and services we deliver and their
impacts on customers and their clients or patients.
We identified and prioritized key stakeholders, classifying them
as affected stakeholders or users of information, ensuring their
views are considered in determining our material topics. We
gathered stakeholder views, including employees and value chain
workers, through proxies like interviews with internal subject
matter experts (SMEs), sector studies, and industry reporting
standards. Employee views were incorporated through the annual
Engagement & Belonging survey. We also considered nature as a
key stakeholder, using studies from civil society organizations
and regulatory bodies. Additionally, we met with select external
stakeholders to discuss their views on sustainability matters.
Step 2:
Outline relevant sustainability matters
The full list of sustainability matters, as described in ESRS 1
Appendix A, was used as the basis for our DMA. From this list,
weshort-listed relevant sustainability matters based on the
analysis of our business activities, operations, value chain, and
stakeholder interests. We also analyzed sector-specific reporting
standards, namely the Global Reporting Initiative (GRI) and the
Sustainability Accounting Standards Board (SASB). Relevant
topics from ESG ratings we participate in, as well as annual or
sustainability reports of peer companies, were also examined.
This resulted inalist of sustainability matters relevant to our
business and value chain.
Step 3:
Identify relevant impacts,
risks, and opportunities
In connection with these sustainability matters, we identified
actual andpotential impacts, risks, and opportunities across our
value chain. This was mainly based on desk research,
consultation with internal SMEs, as well as ourannual employee
Engagement & Belonging survey. We also considered the
locations of our offices, including identifying those located in
water-stressed areas.
In line with the transitional provision of the CSRD, we obtained
value chain insights primarily from information available
in-house and in the public domain. We researched higher-risk
industries like IT hardware, data centers, and print, focusing on
IROs related to energy use (ESRS E1), pollution (ESRS E2), water
(ESRS E3), biodiversity (ESRS E4), and resource use and circular
economy (ESRS E5). We also conducted a deep-dive analysis
using public information of a number of key suppliers across
different sectors to better understand their policies and practices
regarding these environmental matters and the social matters
addressed in the ESRS.
Due to the nature of our business, the industry we operate in,
and our office locations, we have limited impact on pollution,
water, biodiversity, and resource use. Our office locations,
situated in established urban areas, are not near biodiversity-
sensitive areas. Consequently, we did not conduct consultations
Step 1
Review business
activities and
engage key
stakeholders
Double materiality assessment process
Step 4
Assess relevant
impacts, risks, and
opportunities
Step 2
Outline relevant
sustainability
matters
Step 5
Prioritize material
impacts, risks, and
opportunities
Step 3
Identify relevant
impacts, risks, and
opportunities
Step 6
Validate material
impacts, risks, and
opportunities
Step 6
Step 4
Step 5
Step 1
Step 3
Step 2
DMA
process
Understand
the context
Understand
the context
Determine
materiality
Determine
materiality
Analyze
relevant IROs
Analyze
relevant IROs
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on these matters as no relevant affected communities were
identified. Our research found no dependencies on biodiversity
or ecosystems, nor associated risks, so a further systemic risk
analysis was not conducted.
We will continue to assess and monitor environmental impacts,
conducting detailed assessments of our value chain’s impacts
and dependencies on biodiversity and other environmental
matters. We will use the transitional provision to deepen our
supply chain insights, including through our new supplier
sustainability assessment tool, and considering relevant supplier
assets by mapping key supplier locations.
→
For more information see
Material impacts and their interaction
with strategy and business model (SBM-3) on
page 103 and Actions
related to value chain workers (S2-4)
on page 133
To identify climate-related IROs, we assessed our GHG footprint
by screening all scope 3 emission categories based on the GHG
Protocol and creating an inventory of scope 1, 2, and material
scope 3 emissions. We referenced our preliminary climate
scenario analysis and plan to refine it by analyzing key upstream
assets like data centers and office locations, and by considering
new scenarios. The updated analysis will inform our assessment
of climate-related risks and opportunities over the short,
medium, and long term.
Our DMA did not identify any assets and business activities that
are incompatible with, or need significant efforts to be
compatible with, a transition to a climate-neutral economy.
→
For more information see
Material impacts and their interaction
with strategy and business model (SBM-3)
on page 103
With regard to the identification of IROs related to corporate
culture and business conduct, we considered our business types,
global operations, workforce composition, customers, and key
business partners.
This step resulted in a comprehensive inventory of relevant,
actual or potential, positive and negative impacts of our
activities, as well as related risks and opportunities for
WoltersKluwer.
Step 4:
Assess relevant impacts,
risks, and opportunities
The IROs were subsequently assessed based on a scoring of
predetermined parameters of impact materiality and financial
materiality, whereby qualitative assessments of these parameters
were transformed into a quantitative scoring. Foreach IRO, we
consulted relevant internal subject matter experts for the scoring
assessment. Senior staff of our Human Resources, Privacy, Global
Law and Compliance, and Procurement departments were
involved fortheir respective sustainability topics. We scored each
IRO based on their perceived level of impact on people and
environment, as well as the risk or opportunity for our company.
In addition, we reviewed the company’s overall risk assessment
for alignment of the risk scoring of sustainability matters.
For actual positive and negative impacts, we determined
materiality by assessing the severity of the impact. This
assessment is based on aggregating the scores of parameters,
including scale, scope, and, for negative impacts, the
irremediable character. The parameter and threshold
descriptions are presented in the table on the right.
For potential impacts, we assessed both severity and likelihood,
which evaluates the probability of the potential impact occurring,
ranging from almost certain to not possible. Importantly, the
ESRS mandates that for potential negative impacts that can be
seen as a violation of human rights, as outlined in the UN
Declaration of Human Rights and other international covenants,
the severity takes precedence over the likelihood. Consequently,
the likelihood of potential negative human rights impacts was
disregarded in the scoring.
For risks and opportunities, materiality was determined by
assessing the magnitude of financial effects. This was based on
aggregating the scoring of their overall effect on resources and
reliance on relationships. The parameters and thresholds used
inour assessment are shown on the right. To determine the
financial materiality, the quantified score of the magnitude of the
financial effects is multiplied by the likelihood that the risk or
opportunity materializes, ranging from almost certain to highly
unlikely.
Severity of the impact
Parameters Description
Thresholds
Scale Measuring the
magnitude of the
negative impact or the
extent of the positive
benefit to people or
environment.
Ranging from very high
damage or benefits to
none.
Scope Indicating the breadth
of the impact, including
how many people or
areas are affected.
Ranging from global scope
to none.
Irremediability
(only for
negative
impacts)
Assessing the difficulty
in mitigating, or
remediating, the
negative impact.
Ranging from irreversible
to relatively easy to
remedy, or not applicable.
Magnitude of financial effects
Parameters Description
Thresholds
Resources Measuring the effects of
the risk or opportunity
on our ability to obtain
resources needed in the
business process, such
as the quality, prices,
and availability of
resources.
Ranging from very high
(positive or negative)
effect on resources to
without consequences.
Relationships Assessing the effect of
the risk or opportunity
on our ability to rely on
relationships needed in
our business processes,
such as investors,
employees, suppliers,
and customers.
Ranging from very high
damage or benefit
to relationships with
stakeholders, to no
consequences.
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All IROs were also assessed for their time horizon, indicating
whether they occur in the short, medium, or long term, as defined
by the ESRS.
The scoring of impact and financial materiality enabled us to rank
the IROs from highest to lowest score.
Step 5:
Prioritize material impacts,
risks, and opportunities
To further prioritize the IROs as material or not material, we
developed thresholds that allowed us to classify the IROs as high,
medium, or low impacts. The thresholds for impact materiality
varied for positive and negative impacts, since negative impacts
also consider the irremediability parameter. Similarly, due to the
difference in parameters, the scoring thresholds for financial
materiality were different to those of impact materiality.
Setting thresholds enabled us to cluster IROs with similar
impacts and scores, such as climate change impacts across
different parts of our value chain. All clustered IROs with high
scores, based on the established thresholds, were deemed
material. For the list of material IROs resulting from our 2024
DMA, see the table in the section Material impacts, risks, and
opportunities and their interaction with strategy and business
model (SBM-3).
Step 6:
Validate material impacts,
risks, and opportunities
The ranking of all IROs and the final list of material IROs were
validated with internal subject matter experts, senior staff of
functional departments, including Global Business Services,
Internal Audit, Treasury, Risk Management, Global Brand,
Communications & Digital Marketing, and Strategy, as well as our
customer-focused divisions, and the Executive Board. The results
of the DMA werepresented to and approved by the Executive and
Supervisory Boards.
Evolving the double materiality assessment
In the coming years, we will refine our DMA methodology by
benchmarking it against industry best practices, broadening our
due diligence efforts, and deepening our engagement with
stakeholders. These steps will enable us to gather more
comprehensive information, including insights from our supply
chain, to better assess the IROs. As a result, the DMA will remain
a dynamic and adaptable process, reflecting both changes to our
strategy, availability of information, as well as evolving
environmental and market trends. Consequently, the list of
material impacts, risks, and opportunities may change over time.
Although we have taken into account the results of our latest
annual risk assessment for our DMA, it is not yet fully integrated
into our overall risk management process. Currently, the DMA
outcome serves as input for the overall risk assessment process
and vice versa, ensuring alignment. Moving forward, we plan to
evaluate how the DMA can be further aligned and potentially
integrated with our overall risk management processes.
Disclosure requirements covered by the
sustainability
statements (IRO-2)
After identifying our material IROs, we assessed the materiality
ofeach ESRS data point in relation to these IROs. Through a
qualitative assessment and stakeholder engagement as detailed
in IRO-1, step 1, considering parameters such as relevance to the
company and its business, we determined the material
information to be disclosed, which is detailed in the following
chapters on environmental, social, and governance disclosures.
→
For a full list of the ESRS disclosure requirements complied
withfollowing the outcome of the DMA seeReference table on
page 139
→
We disclose the full list of data points that derive from other
EUlegislation on page 142
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of energy varies depending on the types of goods and services
provided by suppliers. While we have already started identifying
our highest-emitting supplier categories, we leverage the
transitional provision related to the value chain to gain deeper
insights into our supplier emissions. As such, we will disclose
this information in the coming years.
We are committed to mitigating the effects of our energy use by
reducing energy consumption where possible, transitioning to
renewable energy sources, and exploring other options to lower
GHG emissions. We recognize that our ability to reduce GHG
emissions is influenced by various factors, including the
geographical location of our offices and suppliers, as well as our
reliance on key suppliers such as data center and print providers.
We are monitoring the potential effects of technologies, such as
artificial intelligence, on energy use and related GHG emissions.
→
For an overview of our climate change mitigation activities, see
Actions and resources related to climate change (E1-3) on
page 110
While our double materiality assessment (DMA) indicated that
we have a climate-related impact, we did not identify any
material climate-related risks. This was evident through our
resilience analysis, conducted as part of our DMA, where we
considered our initial climate scenario analysis which identified
potential climate-related physical and transitional risks to better
understand developments or uncertainties related to climate
change, in the short, medium, and long term.
Environmental
disclosures
In this section, we provide disclosures
on our material impacts, risks,
andopportunities relating to environmental
matters in accordance
withESRSE1.
Climate Change (ESRS E1)
Material impacts and their interaction with strategy
and business model (SBM-3)
The use of energy results in greenhouse gas (GHG) emissions,
which contribute to global warming and climate change. Wolters
Kluwer consumes energy in its own operations and indirectly
through its value chain. As such, our impact on the environment
can be seen as both a result of our own activities as well as our
business relationships.
The majority of our GHG emissions stem from energy use in the
following areas:
• Office buildings where our employees work, contributing to
scope 1 and 2 GHG emissions;
• Purchase of goods and services from suppliers, leading to
scope 3.1 emissions, and to a smaller extent purchase of
capital goods and transportation and distribution, leading to
scope 3.2 and 3.4 emissions respectively;
• Business travel by our employees to attend internal, customer,
or supplier meetings, and commuting to and from their homes
to their work location, leading to scope 3.6 and 3.7 emissions
respectively; and
• The use of our digital products by our customers, leading to
scope 3.11 emissions.
With our employees, suppliers, and customers spread across
over 180 countries worldwide, energy consumption occurs
globally. Our suppliers account for approximately 80% of our
total GHG emissions. The volume of GHG emissions from the use
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For the preliminary assessment of our risks and opportunities in
a range of potential future states and time horizons, we selected
two different climate-related scenarios: Business As Usual
and1.5degrees warming. In the assessment of physical risks,
weused Relative Concentration Pathways scenarios from the
Intergovernmental Panel on Climate Change. To assess transition
risks, we used World Energy Outlook scenarios from the
International Energy Agency.
We concluded that physical climate change risks, such as
extremeweather conditions, temperature rise, sea level rise,
anddroughts, could potentially lead to:
• Disruption for employees working online, commuting to work,
or travelling for work;
• Damages to our 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.
Morespecifically, this may concern disruption of services
dueto overheating of servers and IT systems and damage
tosupplier assets such as warehouses and servers.
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
• 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.
Our preliminary resilience analysis also considered our risk
management measures, including our risk control and business
continuity management program, which support our capacity
toadjust to climate change. Based on this initial assessment,
weexpect our strategy and business model to be prepared to
address these potential climate-related risks.
→
For more information on our approach to climate change
adaption, see Actions and resources related to climate change
(E1-3) on page110
→
For a description of how the impact of climate-related matters
wasconsidered in the preparation of the financial statements,
seeNote 3 – Accounting estimates and judgments
of the Financial
statements on page 162
In 2025, we intend to refine our work by obtaining more concrete
insights into our value chain, including analyzing the locations of
key upstream assets, such as data centers, and by considering
new scenarios. We intend to use the subsequent climate-
scenario analysis to better understand our company’s resilience
towards climate change.
→
For more information on the iterative process of the DMA and the
impact this may have on future financial and impact materiality,
see Process to identify and assess material impacts, risks, and
opportunities (IRO-1) on
page 104
The Corporate Sustainability team identifies and assesses
climate-related risks, which are then discussed with the
Corporate Risk Committee. This group monitors material risks
anddetermines company-wide mitigating actions.
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 the COP27 Sharm
el-Sheikh Implementation Plan to limit global warming. We are
not excluded from the EU Paris-aligned Benchmarks.
We have assessed our greenhouse gas footprint including scope
1, 2, and 3 emissions. Based on that assessment, we have
developed a transition 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.
Our near-term GHG emission reduction targets were validated
bythe Science Based Targets initiative (SBTi) in 2023. In January
2025, we increased the ambition of our scope 1 and 2 near-term
targets, following the success of our office decarbonization
initiatives. We submitted this update to our targets for validation
by the SBTi, together with our long-term emissions reduction
target to reach net-zero by 2050.
→
For more information, see
Targets related to climate change (E1-4)
on page 112
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Our transition plan
includes reducing
our GHG emissions in
line with a pathway
tolimit global
warming to 1.5°C.
Environmental disclosures
CONTINUED
We have identified the following decarbonization levers as part of our transition plan:
Scope 1 & 2 emissions
Office footprint
reduction
We have an ongoing plan to reduce the footprint of our offices around the world through office closures and consolidations.
Renewable electricity We are actively switching to renewable electricity for our owned offices and those leased offices where we
control the electricity
contract ourselves. For leased offices where the energy contract is controlled by the landlord, we engage with them about
moving to renewable energy contracts.
Energy efficiency We will continue to improve energy efficiency, such as improving insulation, installing energy efficient devices,
and
implementing motion-sensor LED lighting.
Scope 3 emissions
Supply chain
decarbonization
We expect that multiple macro-level developments will support this lever, including:
• Renewable electricity becoming a larger part of the grid mix;
• Suppliers investing in energy efficiency improvement measures on their own;
• Transport vehicles becoming less carbon-intensive due to advancements in engine design and a shift to
renewable energy
sources; and
• Suppliers setting GHG emissions reduction targets and working towards decarbonization, regardless of direct engagement
with Wolters Kluwer.
Alongside these systemic changes, we are taking steps to engage with our suppliers on decarbonization. We will engage with
strategic suppliers to highlight the importance of decarbonization, request insights into their GHG emissions, implement
decarbonization initiatives, and set science-based targets.
Business travel Key measures include motivating behavioral changes by developing a structured approach
encouraging virtual meetings,
replacing air travel with train or car travel where possible, ensuring travel consolidation, and minimizing business 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 partly from home.
Regarding alignment with the EU Taxonomy, we will consider
objectives or plans (CapEx, CapEx plans, OpEx) for aligning our
economic activities with criteria established in Commission
Delegated Regulation 2021/2139.
Progress on implementing our transition plan
During 2024, we made progress on implementing our transition
plan. To address scope 1 and 2 emissions, we continued to
execute on our Corporate Real Estate & Facilities program,
reducing our office footprint globally, increasing the use of
renewable electricity, and implementing energy efficiency
measures.
To address supply chain-related emissions (scope 3.1, 3.2, and
3.4), we have initiated the development of a plan to engage with
our suppliers on decarbonization, alongside other ESG topics.
This includes the selection and implementation of a supplier
sustainability assessment tool. Inthe coming years, we will
strengthen our efforts to further decarbonize our supply chain.
To address scope 3.6 emissions related to business travel, we
have identified various abatement measures and initiated
discussions on their implementation, which we will work on
throughout 2025.
We continue to implement our flexible work policy, which has
already resulted in a sustained reduction in scope 3.7 emissions,
related to employee commuting.
Our decarbonization efforts directly contribute to our GHG
emissions reductions and help us work towards our science-
based targets. We anticipate that the emission reductions
achieved through our decarbonization strategies will match
our2030 targets. In the coming years, we will continue to
evolveour approach to environmental management, focusing
onareas like value chain engagement, to achieve the expected
emission reductions.
→
We report on our progress against our science-based targets in
the Targets related to climate change (E1-4)
on page 112
→
For more information on our actions related to decarbonization,
see the section Actions and resources related to climate change
policies (E1-3) on page 110
These decarbonization levers are integrated into existing
strategies and processes, such as our Corporate Real Estate &
Facilities program, supplier management, and transition to flex
work. This further ensures that our transition plan is aligned with
our overall business strategy and financial planning. These levers
also consider relevant environmental, societal, technological,
market, and policy developments. As we refine our climate
scenario analysis in the coming years, we aim to incorporate a
range of scenarios to maintain the relevance of these levers and
overall transition plan.
Wolters Kluwer prioritizes direct emissions reduction efforts.
While the company does not currently engage in carbon
creditorcarbon pricing mechanisms, we may infuture consider
utilizing carbon offsetting mechanisms such asEnergy Attribute
Certificates (EACs). We continue to monitor developments related
to climate offsetting as part of our long-term plan to achieve
net-zero, which insinuates neutralizing residual emissions.
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CONTINUED
Policies related to climate change (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
withapplicable local and international environmental laws.
Thepolicy 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 United Nations Global Compact to:
• Support a precautionary approach to environmental
challenges;
• Undertake initiatives to promote greater environmental
responsibility; and
• Encourage the development and diffusion of environmentally
friendly technologies.
Our Environmental Policy addresses climate change mitigation,
energy efficiency, and renewable energy deployment through
ourcommitment to minimize the environmental footprint of our
operations in terms of consumption of energy, water, paper and
other natural resources, and production of waste.
We extend these commitments to our suppliers via our Supplier
Code of Conduct, which states our expectation to operate in a
manner that is protective of the environment.
Our Environmental Policy and Supplier Code of Conduct are
available on our website.
Our approach to climate change adaptation is informed by our
internal Global Business Continuity Management Standards,
which includes guidance on incident management arising from
extreme weather events.
Actions and resources related to climate
change (E1-3)
In line with our transition plan, our climate change mitigation
actions relate to three focus areas, as described below. These
actions contribute to reductions in our GHG emissions and are
central to helping us achieve our science-based emissions
reduction targets.
→
For expected and achieved emission reductions relating from
these actions, see Targets related to climate change (E1-4) on
page112
We have not identified significant monetary amounts of CapeEx
or OpEx that are incremental and directly contributing to climate
change mitigation.
→
For more information, see the section
EU Taxonomy
on page 145
Office decarbonization
Optimizing our real estate portfolio by office closures and
consolidation and improving the energy efficiency of our existing
buildings are core aspects of our transition plan, and have
already contributed to significant reductions in our scope 1 and 2
GHG emissions over the past few years.
A significant contributor to the reduction of our energy
consumption in our offices is our real estate rationalization
program, which involves both office closures and consolidations.
As a result of increased mobility (including hybrid working)
andupdated, flexible office designs, we need less space to
accommodate our employees. The reduction in office footprint
contributes to reductions in scope 1 and 2 emissions by
decreasing direct energy consumption and lowering the demand
for electricity and other utilities.
In order to improve energy efficiency, we have integrated
minimum sustainability standards for each aspect of the
Corporate Real Estate & Facilities program, from office selection
and design, to procurement of office services. These standards
areapplicable for all new offices as well as those undergoing
changes. Sustainability is one of the key criteria in the selection
process for our new offices. This includes requirements on
having LEED, BREEAM, or DGNB certificates, LED lighting, as well
as proximity to public transport, to name a few.
For offices currently undergoing changes, such as lease renewals
or renovations, we implement motion-sensor LED lighting to
improve energy efficiency.
We have ongoing efforts to transition towards renewable energy
sources. In 2024, we switched to renewable electricity contracts
for two of our largest owned offices. In 2025, we intend to switch
to renewable energy contracts for other owned offices that are
not subject to closure in the near future. For leased offices,
wehave initiated discussions with landlords about moving to
renewable energy contracts, where these are controlled by the
landlord. Such discussions typically take place at the point of
lease renewal. For leased offices where we control the electricity
contract, we intend to switch to renewable contracts upon
theirexpiration.
Reducing emissions from business travel
Our business travel policy encourages employees to make
prudent use of resources and to consider both financial
costsandenvironmental impacts when choosing to travel.
Employees are expected to make efforts to eliminate travel and
instead make use of virtual meetings and events, where possible
and appropriate. This policy also restricts the use of business
class inair travel.
To raise employee awareness on their travel-related emissions
and empower them to make more environmentally-conscious
travel choices, our travel booking tool displays the CO
2
emissions
of each flight option and provides information on the carbon
footprint of air travel at large.
In the coming year, we will review our business travel policy and
assess our actions related to business travel emissions to
identify additional relevant abatement levers to support our
scope 3 emissions reduction targets.
Supply chain decarbonization
We request our suppliers to commit to the environmental
standards in our Supplier Code of Conduct. This policy setsforth
our expectations for suppliers to reduce their environmental
footprint, work towards science-based emissions reduction
targets, and report on their progress.
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CONTINUED
In 2024, we took further steps to develop our supplier
engagement strategy on decarbonization.
First, we updated ourdue diligence questionnaire to include new
questions on climate-related matters that have helped us gain
better visibility of our suppliers’ maturity levels regarding GHG
emissions monitoring and reduction targets.
Second, we generated an inventory of our largest suppliers by
spend and their respective scope 1, scope 2, and upstream scope
3 GHG emissions, as disclosed in their annual or sustainability
reports. These suppliers were analyzed based on their GHG
emission reduction targets, including whether they had set
near- or long-term science-based targets, and whether these
have been validated by the Science-Based Targets initiative
(SBTi). The CDP (formerly known as the Carbon Disclosure
Project) scores of the suppliers were also included in this
analysis, resulting in a comprehensive overview of our strategic
suppliers’ maturity levels regarding GHG reporting and
decarbonization. Another aspect of this work involved analyzing
the categories of suppliers in order to determine the highest-
emitting industries tofocus our efforts on.
Based on this inventory, we have devised a plan for assessing
performance of suppliers on their GHG emissions reporting
practices and decarbonization initiatives through the
development of a carbon scorecard. Going forward, we
willusethis scorecard as the basis for integrating supplier
sustainability assessments into the overall supplier performance
review process.
Lastly, we have selected a supplier sustainability assessment
tool for implementation in 2025. This tool will help us gain
visibility of our high-, medium-, and low-risk suppliers, as well as
the policies and actions they take on a variety of sustainability
issues, including climate change mitigation. In addition to
allowing us to conduct more thorough environmental due
diligence, this tool will support us in understanding our
suppliers’ carbon emissions risk, performance, and overall
maturity level.
Climate change adaptation
Recognizing that weather and climate extremes are becoming
more frequent across the globe, we continue to take action
toprepare for the impacts of climate change on the company.
Ourclimate change adaptation strategy is driven by two key
programs that enable us to effectively manage climate-related
risks and safeguard our people, operations, and assets.
Our business continuity, incident, and IT disaster recovery
programs recognize our intent to maintain capabilities
empowering the business to deliver on its promises, even
duringtimes of crisis. To this end, we conduct annual business
risk assessments, including loss-control risk assessments and
financial impact assessments, across all our locations. These
proactive assessments consider factors such as flooding and
adverse weather zones, in turn helping us identify, prevent,
andmitigate risks.
Complementing this approach to climate resilience, our
globalincident management program emphasizes incident
preparedness and response. This multi-disciplinary program
aims to continuously enhance our reactive capabilities to
manage incidents, including extreme weather events like the
recent Hurricane Helene. It involves updating plans and
procedures, and conducting training and awareness sessions
with the Incident Management team to ensure readiness and
continuous improvements of our responses and strategies.
→
For more information, see
Business interruption in Risk
management on page 54
These programs are developed in line with industry standards,
such as the BCI Good Practice Guidelines and ISO 22301, and are
reviewed annually, both internally and by external organizations
like NIST. Importantly, our climate change adaptation activities
follow our company-wide PEAR (People, Environment, Assets,
Reputation) approach, which helps us holistically manage
challenges during extreme weather events while prioritizing
employee well-being.
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CONTINUED
Targets related to climate change (E1-4)
To support our climate change mitigation and adaptation
policies and address the impact on global warming, we have set
GHG emission reduction targets, as well as operational targets to
optimize our real estate portfolio.
GHG emissions reduction targets
We aim to comply with the criteria for inclusion in the EU
Paris-aligned benchmarks by having validated near-term
science-based targets with the Science-Based Targets initiative
(SBTi). Recently, we resubmitted our scope 1 and 2 targets to
increase their ambition, while our scope 3 target remains the
same and is validated by SBTi. These targets are in line with the
COP21 Paris Agreement and the COP26 Glasgow Climate Pact
pathway to limit global warming to 1.5°C.
Our science-based targets include reducing absolute scope 1 and
2 GHG emissions 60% by 2030, from a 2019 base year. We also aim
to reduce absolute scope 3 GHG emissions 30% in the same
timeframe.
In addition, we formalized our commitment to reach net-zero
GHGemissions across our value chain through submitting our
long-term target for validation with the SBTi. Based on this target,
we aim to reduce absolute scope 1, 2, and 3 GHG emissions 90%
by2050 from a 2019 base year. A limited amount of residual
emissions (10%) must be neutralized with high quality carbon
removals. Wolters Kluwer will monitor trends and best practices
for addressing remaining residual emissions. We recognize that
achieving our net-zero target is also dependent on factors beyond
our control, including governmental policies, technological
developments, and dependency on suppliers and their internal
strategies for decarbonization.
The SBTi methodology was applied in determining these targets,
guaranteeing that our baseline value accurately reflects our
activities and external factors.
Our scope 3 target includes scope 3.1 (purchased goods &
services), scope 3.2 (capital goods), scope 3.4 (upstream
transportation & distribution), scope 3.6 (business travel), and
scope 3.7 (employee commuting). 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.
The base year is not restated for acquisitions and divestments in
the years 2020 to 2024 as the net impact thereof is considered
immaterial. This aligns with the SBTi methodology, which
specifies that if such structural changes lead to less than a 5%
change in total base year emissions, recalibrating the targets is
not necessary.
→
For further details on methodologies and assumptions applied
in the calculations of GHG emissions, see the sections Energy
consumption and mix (E1-5) on
page 114 and Gross GHG emissions
(E1-6) on page 115
Progress against our GHG emission reduction targets
Our efforts to reduce scope 1 and 2 emissions include reducing
our office footprint organically, shifting to renewable energy,
andimplementing energy efficiency measures. Given the success
of our office decarbonization actions in realizing significant
reductions to our scope 1 and 2 GHG emissions over the last few
years, we have increased the ambition of this near-term target
from 50% to 60% reduction by 2030. We submitted the update
ofthis scope 1 and 2 target to the SBTi at the beginning of 2025,
together with the long-term target, which are pending validation
by the SBTi.
Regarding scope 3 emissions, the majority of our GHG emissions
originate from our value chain, particularly from purchased
goods and services (scope 3.1). Although we have made some
progress in reducing scope 3.1 emissions, we recognize the need
to further engage with our suppliers to decarbonize our supply
chain. In 2024, despite an increase of 32% in the business
travel-related emissions (scope 3.6), we still achieved a modest
overall reduction in scope3 emissions since 2023. We have
identified several abatement measures for business travel-
related emissions, which we plan to implement in 2025 to ensure
alignment with our reduction targetand transition plan.
→
For a full list of decarbonization levers, see
Transition plan for
climate change mitigation (E1-1)
on page 108
Our GHG emissions reduction targets and progress are displayed
in the table and graph on the following page.
60%
reduction in absolute scope
1
and 2 GHG emissions by 2030
from a 2019 base year
30%
reduction in absolute scope
3
GHG emissions by 2030 from a
2019 base year
Our GHG emission reduction targets
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CONTINUED
Overview of performance against GHG emissions reduction targets
in tCO
2
e
2019
base year
2030
target year
1
2024
reported
Scope 1 Direct emissions
4,035 2,101
Scope 2
(market-based) Emissions from purchased energy
15,674
7,760
Scope 1 and 2
(market-based) 19,709
7,884
9,861
Scope 3.1 Purchased goods & services
216,409
211,031
Scope 3.2 Capital goods
3,635 1,955
Scope 3.4 Upstream transportation & distribution
21,213 11,900
Scope 3.6 Business travel
25,798
32,593
Scope 3.7 Employee commuting
23,814
8,099
Total scope 3
2
290,869 203,608
265,578
1
Scope 1 and 2 market-based target restated, see
Progress against GHG emissions reduction targets.
2
This total scope 3 excludes scope 3.11, which is not part of our scope 3 emissions reduction target.
We have established targets for 2030 and 2050, and therefore do not have annual emission
reduction targets. Our long-term (net-zero) target is currently undergoing validation by the SBTi
and is not included in this overview. We will incorporate this long-term target in this overview in
our next annual report.
When comparing the current situation to our 2019 base year, it becomes clear that we have reduced
emissions across a variety of areas. As illustrated in the graphs on the right-hand side, we have
successfully reduced our scope 1 and 2 emissions by 50% since 2019, and achieved a 9% reduction
in scope 3 emissions over the same period. The reduction of our scope 1 and 2 emissions can
largely be attributed to our real estate rationalization program. Regarding the reduction of scope 3,
shifting from print to digital solutions has significantly reduced emissions from upstream
transportation and distribution (scope 3.4), while flexible work arrangements and increased use of
public transport or cycling have cut emissions from employee commuting (scope 3.7) over the past
six years. The slight decrease to purchased goods and services (scope 3.1) and capital goods (scope
3.2) has resulted from a decrease in spend, the decreased application of industry factors, and
increased external supplier emission data. Emissions from upstream suppliers, as well as business
travel-related emissions (scope 3.6), remain ongoing focusareas.
→
For a full explanation for changes to our GHG emissions, see
Gross GHG emissions (E1-6) on page 115
→
For a description of decarbonization initiatives related to these targets, see Transition plan for climate
change mitigation (E1-1) on
page 108
Scope 1 and 2 emissions
Scope 3 emissions
These graphs demonstrate that, assuming a linear emission reduction over the 11-year period
(2019-2030), our scope 1 and 2 emissions for 2024 are ahead of plan, while our scope 3 emissions
for 2024 are behind plan. We expect that the reduction in scope 3.1, 3.2, and 3.4 supplier emissions
will be non-linear and will require upfront investment to drive change.
Overall, our performance against our emissions reduction targets can be summarized as follows:
• We have achieved 83% of our scope 1 and 2 near-term target; and
• We have achieved 29% of our scope 3 near-term target.
Percentage reduction in our office footprint
Since 2024, we have set an annual target to reduce our office footprint, thereby decreasing our
scope 1 and 2 emissions. This target, managed by our Corporate Real Estate & Facilities team, is
part of the non-financial performance measures for the short-term incentive plan (STIP). In 2024,
we aimed for a 6% reduction in our office footprint and successfully achieved a 9% reduction.
Combined with other office decarbonization measures, such as improving energy efficiency and
transitioning to renewable energy contracts, this resulted in an 11% decrease in scope 1 and 2
emissions between 2023 and 2024. The target and outcome are on an underlying basis, excluding
the impact of acquisitions and divestitures. In 2025, the office footprint reduction target remains
part of the STIP non-financial performance measures.
→
For an overview of reduction in office footprint, see
Climate change company-specific metrics on
page120
→
For inclusion of this target in the STIP, see Key elements of our remuneration policy
in the Remuneration
report on page 72
→
For an overview of our GHG emissions, see
Gross GHG emissions (E1-6) on page 115
50%
decrease
over 2019
9%
decrease
over 2019
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CONTINUED
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 cases where 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 2024, 74% 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 2024 and 2023 data following an acceleration of data collection and related to 5%
ofenergy consumption in MWh;
• Medium- or smaller-sized offices for which only 9-month or 11-month data was available were
extrapolated to 12 months in a pro rata manner. This extrapolation method only applied to
2024 and 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 7% ofenergy
consumption in MWh in 2024; 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 2024.
Energy consumption from fossil and nuclear sources were split at a country level based on
2023electricity 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 consumption and production
in MWh, unless otherwise
stated
2024
% of
total 2023
% of
total 2022
% of
total
Energy consumption
Consumption from fossil sources
*
29,823
76% 33,695
78% 37,681
79%
Consumption from nuclear sources
*
1,660 4%
1,932
4% 2,095
4%
Renewable energy consumption 7,683
20% 7,772
18% 8,104
17%
Total energy consumption
39,166
43,399
47,880
Renewable energy consumption
Consumption from purchased or acquired
renewable sources 7,675
7,755
8,031
Consumption of self-generated non-fuel
renewable energy 8
17 73
Renewable energy consumption 7,683
7,772
8,104
Energy production
Total energy production
8 17
73
* 2023 and 2022 consumption has been reclassified between fossil sources and nuclear sources to reflect
recently published heat supply consumption data.
In 2024, energy consumption decreased due to a reduction in square meters and energy-saving
measures taken at various offices.
Considering that our 2024 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 (EACs).
We do not have own operations in high climate impact sectors.
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Gross GHG emissions (E1-6)
Summary
Our gross scope 1, 2, and 3 greenhouse gas (GHG) emissions can be summarized as follows:
in tCO
2
e, unless otherwise stated
YOY 2024
2023
1
2022
1
Scope 1 (A) Direct emissions
-10%
2,101
2,331 2,719
Scope 2 (market-based) Emissions from purchased energy
-11%
7,760
8,733 9,294
Sub-total scope 1 + 2 (market-based)
-11%
9,861
11,064
12,013
Scope 3.1 Purchased goods & services
-5% 211,031
222,184
210,927
Cloud computing and data center services
29% 25,811
20,028 19,169
Scope 3.2 Capital goods
-19%
1,955
2,414
2,646
Scope 3.4 Upstream transportation & distribution
-20%
11,900
14,862
14,884
Scope 3.6 Business travel
32% 32,593
24,621
12,544
Scope 3.7 Employee commuting
-5% 8,099
8,526
9,809
Scope 3.11 Use of sold products
4% 4,018
3,872
3,108
Sub-total scope 3 (B) -2%
269,596
276,479
253,918
Total gross GHG emissions (market-based scope 2)
-3% 279,457
287,543
265,931
Scope 2 (location-based) (C) Emissions from purchased energy
-10%
10,179
11,326
11,792
Sub-total scope 1 + 2 (location-based) (A+C) -10%
12,280
13,657
14,511
Total gross GHG emissions (location-based scope 2) (A+B+C)
-3% 281,876
290,136
268,429
1
Restated, see Disclosures in relation to specific circumstances (BP-2).
In 2024, we observed a continued reduction in our scope 1 and 2 emissions, primarily driven by the success of our office
decarbonization program. Regarding scope 3 emissions, we experienced a modest decrease in supply chain-related emissions,
resulting from a slight decrease in spend. As stipulated by the ESRS, we have disclosed the GHG emissions from purchased cloud
computing and data center services as a subset of the overarching scope 3.1 category (purchased goods
& services). These emissions
account for 11% of our total scope 3.1 emissions, making them material. The increase in emissions from cloud computing and data
center services from our heightened use of hosting services in the cloud has resulted in a limited overall decrease to scope 3.1
emissions. This, coupled with the continued increase in business travel-related emissions, has resulted in limited change in gross
GHG
emissions between 2023 and 2024. The following pages provide concrete details into our emission methodologies, assumptions, and
explanations for the changes per scope.
→
For an overview of our decarbonization levers, see Transition plan for climate change mitigation (E1-1)
on page 108
→
For an overview of our GHG emission reduction targets and progress, see Targets related to climate change (E1-4)
on page 112
Total GHG emissions for 2024
Scope 1: 1%
Scope 2
(market-based): 3%
Scope 3.2 –
Capital goods:
1%
Scope 3.4 –
Upstream
transport and
distribution: 4%
Scope 3.6 –
Business travel:
12%
Scope 3.7 –
Employee
commuting: 3%
Scope 3.11 –
Use of sold
products: 1%
Scope 3.1 –
Purchased
goods and
services: 75%
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CONTINUED
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 3.9 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;
• Scope 3.13 downstream leased assets, considering subleased assets are negligible; 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 in the
Consolidated financial statements.
The following scope 3 categories are not applicable to us:
• Scope 3.8 upstream leased assets;
• Scope 3.10 processing of sold products; and
• Scope 3.14 franchises.
GHG emissions intensity
Our GHG emissions intensity is as follows:
2024 2023
1
2022
1
Total gross GHG emissions (market-based scope 2) in tCO
2
e 279,457
287,543
265,931
Total gross GHG emissions (location-based scope 2) in tCO
2
e 281,876
290,136
268,429
Revenues in millions of euros
2
5,916 5,584
5,453
GHG emission intensity (market-based scope 2) in tCO
2
e/revenues m€ 47
51 49
GHG emission intensity (location-based scope 2) in tCO
2
e/revenues m€ 48
52 49
1
Restated, see Disclosures in relation to specific circumstances (BP-2).
2
See line item Revenues per
Consolidated statement of profit or loss in the Financial statements.
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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, the U.S. EPA Stationary Combustion conversion factors were used to
convert natural gas from MWh into CO
2
e within the U.S., and the 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 outside of the U.S.
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 16% 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 U.K. Defra conversion factors.
For location-based scope 2 emissions, the above-mentioned factors were used to convert total
energy consumption from MWh into CO
2
e.
The most recent data available for the above-mentioned factors are from the year 2023.
Scope 1 and 2 emissions
in tCO
2
e 2024
2023 2022
Scope 1 2,101
2,331
2,719
Scope 2 (market-based) 7,760
8,733 9,294
Total scope 1 + 2 (market-based)
9,861
11,064
12,013
Netherlands 348
474 404
Europe (excluding the Netherlands)
1,005 1,321
1,902
U.S. and Canada 6,310
7,254
7,674
Asia Pacific 2,173
1,987 2,023
Rest of World 25
28 10
Total scope 1 + 2 (market-based)
9,861
11,064
12,013
Scope 1 + 2 (location-based) 12,280
13,657
14,511
In 2024, scope 1 and 2 (market-based) emissions decreased due to a reduction in square meters,
energy-saving measures taken at various offices, and a higher percentage of renewable energy.
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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 an 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 Note 18 – Property, plant, and equipment 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 tCO
2
e, unless otherwise stated
2024 2023
2022
Scope 3.1 purchased goods & services
211,031
222,184
210,927
Scope 3.2 capital goods 1,955
2,414
2,646
Scope 3.4 upstream transportation & distribution
11,900
14,862
14,884
Total supplier emissions
224,886
239,460
228,457
Spend-based method – U.S. EPA industry factors (% of emissions)
86% 89%
91%
Spend-based method – external supplier emission data (% of emissions)
10% 9%
7%
Supplier-specific method – supplier confirmations (% of emissions)
4% 2%
2%
Spend in € millions 2,316
2,324
2,229
Of which we act as an agent between suppliers and customers
in € millions 405
519 473
Supplier emissions slightly decreased in 2024 due a decreased spend, the decreased application of
U.S. EPA industry factors and increased external supplier emission data, as well as the decrease in
upstream transportation & distribution emissions due to moving away from print products.
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Gross scope 3.6 emissions
Methodologies and assumptions
Scope 3.6 emissions originate from business travel by employees, traveling by air or car.
Emissions from business travel arising from other means of transport, such as public transport,
are 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. U.K. Department for Environment, Food and Rural Affairs (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. About
21% 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 an
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 tCO
2
e, unless otherwise stated
2024 2023
2022
Business travel – air travel
31,055 23,368
11,456
Business travel – car travel
1,538
1,253 1,088
Total scope 3.6 emissions
32,593
24,621
12,544
Average full-time equivalents
1
21,167
20,810 20,061
Emissions per average full-time equivalents
1.5 1.2
0.6
1
See Note 12 – Employee benefit expenses
of the Consolidated financial statements.
The increase in business travel emissions in 2024 is largely explained by increased business travel
by air during the 2024 financial year, combined with an increase in Defra conversion factors for
long-haul 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. More than 11%
ofemployees 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
toextrapolate 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 tCO
2
e, unless otherwise stated
2024 2023
2022
Total scope 3.7 emissions
8,099
8,526
9,809
Average full-time equivalents
1
21,167
20,810 20,061
Emissions per average full-time equivalents
0.4 0.4
0.5
1
See Note 12 – Employee benefit expenses of the
Consolidated financial statements.
The decrease in employee commuting emissions in 2024 is largely due to a lower proportion of our
employees using cars, and an increase in use of alternative modes of transport, such as public
transport and cycling.
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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 usingour on-premise software generate indirect use-phase emissions, which we
reported on avoluntary basis in the past. Following a quantitative assessment in 2024, we
concluded that theindirect use-phase emissions are not significant relative to our total scope 3
emissions. Therefore, as from 2024, scope 3.11 indirect use-phase emissions are excluded from
our GHGemissions reporting. Refer to
Disclosures in relation to specific circumstances (BP-2)
formoreinformation.
Customer emissions originate from the energy consumption of customers’ devices when using
our cloud software. 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 2024,
approximately 12% 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
onexternal 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%
inAsia 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
thataremost sensitive in the measurement are the average number of login hours per user
andtherelative share of our software to the average CPU usage of a device.
Scope 3.11 emissions
in tCO
2
e, unless otherwise stated
2024 2023
1
2022
1
Direct use-phase emissions 4,018
3,872
3,108
Total scope 3.11 emissions
4,018 3,872
3,108
1
Restated, see Disclosures in relation to specific circumstances (BP-2).
Direct use-phase emissions increased in 2024 due to an increase in the number of users of our
cloud software.
Climate change company-specific metrics
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 9% organic reduction in square meters in 2024.
2024 2023
2022
Real estate rationalization, % organic reduction
1
in m
2
9% 5%
5%
1
The organic reduction in m² excludes the effect of acquisitions and divestments.
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Own workforce (ESRS S1)
Material impacts and their interaction with strategy
and business model (SBM-3)
Attracting, developing, and retaining a highly skilled and
engaged workforce is essential to delivering our strategy.
Adiverse and motivated workforce drives innovation, better
decisions, and stronger performance, which creates value for all
our stakeholders. At Wolters Kluwer, we recognize that diversity,
equity, inclusion, and belonging (DEIB) is a critical driver of our
business success. We foster an inclusive culture, which ensures
all employees are heard and respected for their contributions
and helps maintain a rewarding work environment. We believe
that a balanced work-life environment is essential for the
well-being of our employees. By providing our employees with
an inclusive and engaging work environment, training and skills
development opportunities, well-being resources and benefits,
and flexibility in how they work, we positively impact their
personal and professional lives.
Our workforce is comprised of employees and non-employees.
Non-employees are individual contractors and people provided
by suppliers primarily engaged in supporting our business and
operations. 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”.
Wolters Kluwer does not have operations that are at risk of
incidents of forced, compulsory, or child labor.
Policies related to own workforce (S1-1)
We have several policies in place relating to our employees
thataddress material sustainability matters and relate to our
material impacts of DEIB, training and skills development,
andwell-being.
Our Code of Business Ethics (Code) sets forth the ethical
standards that are the basis for our decisions and actions,
andfor achieving our business goals. The Code covers various
policies, some of which are further detailed in standalone
policies, processes, or programs. The Code covers policies on our
material impacts related to our workforce. The Code isapproved
and adopted by the Executive Board and is reviewedannually.
Our policy on equal opportunity, as outlined in the Code,
provides that we foster an inclusive company culture. We make
employment decisions based on merit and not on discriminatory
factors such as race, creed, color, religion, sex, age, national
origin, sexual orientation, gender identity, ethnicity, genetics,
disability, handicap, veteran status, or any other status
protectedby law or regulation. This includes equal treatment
inrecruitment, hiring, training, compensation, promotion,
performance assessment, and disciplinary action. This policy is
further detailed in our Diversity, Equity, Inclusion, and Belonging
(DEIB) Policy and Human Rights Policy. While not explicitly
mentioned in our Code, our equal opportunity policies extend
topolitical opinion, national extraction, or social origin. We
carefully monitor that our subsidiaries act in accordance with all
applicable local laws and regulations, as may apply to them at
any point in time.
Social
disclosures
In this section, we provide disclosures
on our material impacts,
risks,
andopportunities relating to social matters,
in accordance with ESRS S1,
S2,and S4.
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Our SpeakUp Policy enables our workforce to raise concerns
about suspected misconduct, which is defined as a violation of
our Code, any other Wolters Kluwer policies, or any applicable
laws.
These policies are made available to our workforce in various
languages through a dedicated intranet page, as well as through
the company’s website. Our workforce is made aware of these
policies through regular training and communication initiatives.
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 aligned with these frameworks and 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)
We have several mechanisms in place to engage with our
workforce and monitor and respond to employee attitudes and
sentiments, including surveys and meetings. Once a year, all our
employees are invited to participate in the Engagement &
Belonging survey, which gauges employee sentiment in areas
such as opportunities for growth and development, degree of
management support, and sense of inclusion and belonging.
Based on the survey responses, we identify improvement areas
and implement action plans. In 2024, we implemented additional
actions relating to career opportunities and development, based
on feedback received from employees from the 2023 Engagement
& Belonging survey. See the section
Actions related to own
workforce (S1-4) for more information on these actions.
We conduct targeted surveys during onboarding to understand
new hires’ early experiences, and at exit to gather feedback from
departing employees. These surveys help us capture insights
relevant to each stage of the employment cycle. In addition to
these surveys, we also use ad hoc methods such as focus groups,
polls, and pulse surveys to address emerging concerns and
gather real-time feedback on various issues.
Additionally, we hold bi-annual all-employee townhalls, and
quarterly townhalls for employees in specific business lines
andfunctions. We also utilize intranet and internal messaging
platforms to facilitate communication and support.
In addition to the direct engagement with our employees as laid
out above, we regularly engage with the European Work Council
(EWC) on strategic and organizational matters. The EWC provides
a structured forum for dialogue between central management
and employee representatives across different European
countries. This ensures that the employees’ perspectives are
taken into account in plans, initiatives, and decisions that impact
employees in multiple countries. Examples of topics related to
material sustainability matters discussed with the EWC in 2024
include: results of the Engagement & Belonging survey,
initiatives to improve employee engagement and career
opportunities, flexible work arrangements, pay transparency and
fair compensation, and initiatives to promote use of SpeakUp
channels, among others.
We further maintain regular interactions with local work councils
in the European countries where such representative bodies are
established, in line with local laws.
Our global Talent Management team, in partnership with our
HRbusiness partners, focuses on attracting, developing, and
retaining a global workforce. The employee listening function
collects and analyzes feedback via our global survey platform,
providing insights for divisional talent partners to work with
business leaders and local HR to create and implement
engagement action plans. In Europe, a dedicated HR team
collaborates with local work councils to ensure ongoing
communication and compliance with local laws.
Our Chief Human Resources Officer has ultimate responsibility
for engagement with our workforce.
→
For more information on the engagement with our workforce and
their representatives, see Interests and views of stakeholders
(SBM-2) on page 99
Processes to remediate negative impacts
and channels
for own workforce to raise concerns (S1-3)
Wolters Kluwer promotes an open and inclusive environment
where everyone should feel comfortable voicing their concerns.
Our workforce can raise concerns or ask questions through
various channels, including direct manager, Human Resources,
senior management, or by using the SpeakUp system. A
dedicated intranet page provides our workforce information
about these channels and the process. Our workforce is made
aware of the availability of these channels through training and
communication activities.
Our Human Resources function offers expert guidance to our
employees focused on cultivating a respectful and equitable
workplace aligned with our policies and values. This function
handles various employee matters, for example performance
management, corrective action, conflict resolution, investigations
into policy violations, discrimination and harassment allegations,
and religious and/or medical-related accommodations.
We track and monitor all concerns raised and addressed through
these channels. As part of the annual Engagement & Belonging
survey, we gauge employees’ trust in speaking their minds.
→
For more information, see
Business conduct policies and corporate
culture (G1-1) on
page 136
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Actions related to own workforce (S1-4)
Diversity, equity, inclusion, and belonging (DEIB)
Key to our DEIB approach is fostering a culture where everyone
feels they belong, diversity is respected, and each person can
contribute to our collective success. ‘Belonging’ is defined as the
extent to which employees believe they can bring their authentic
selves to work and be accepted for who they are. This is crucial,
as it reflects the overall inclusiveness and acceptance within our
workplace and is directly linked to higher employee engagement,
better performance, and positive business outcomes.
To support the implementation of our approach across all HR
processes, we have a dedicated team within the HR organization,
comprised of specialists in compensation, benefits, well-being,
and recognition.
Our initiatives
As part of our program, we have several initiatives in place to hire,
promote, and retain a highly engaged and talented workforce
witha strong sense of belonging. Our Global Career Framework
provides clarity and consistency in jobs and opportunities by
defining roles and responsibilities across the organization. This
framework includes base pay structures and is reviewed annually
for continuous improvements based on market input. Managers
are trained on this framework to ensure they understand and can
effectively communicate it to their team members.
We leverage job postings to attract a wide range of qualified
candidates creating broad talent pools for open positions.
Weensure that job postings are free from biased language and
are designed to appeal to a broad range of candidates globally,
regardless of their background.
We offer learning programs to all employees, including
programson inclusive behaviors, mitigating bias, and allyship.
Our managers receive training on inclusive leadership skills.
SeeTraining and skills development on the next page for
moreinformation.
Our global accessibility resource site provides tools to help
employees better navigate our technologies, create inclusive
content for all, and enhance colleague collaboration.
We support three global inclusion networks. These are
employee-led networks that advance inclusion and increase
cultural awareness, allyship, and collaboration across the
company. Weregularly engage with each of these employee
networks. Also,we entered into a partnership with a non-profit
foundation dedicated to improving the lives of LGBTQ+ people
inworkplaces worldwide. See on the right for more information
about our three Global Inclusion Networks.
Equal pay for equal work
We are committed to equal pay for equal work. To help us attract,
develop, and retain a diverse and engaged workforce that drives
innovation and strong performance, we are also committed to
increasing transparency and understanding of our career and
pay practices to promote fairness and opportunities for growth.
In 2024, we partnered with external experts to conduct a
comprehensive global pay study to analyze pay equity across the
organization. This global study covered all employees worldwide
and focused on all parts of an employee’s pay package, including
all fixed and variable components plus other benefits which
arein cash and in kind. This data-driven approach helps us in
identifying and addressing any gender pay gaps and promoting
fairness for employees.
We report the unadjusted gender pay-gap ratio which refers
tothe difference in average pay between the female and
non-female employees. The ratio shows the average female
payas a percentage of the average non-female employee pay.
This does not take into consideration factors that drive pay, for
example, job level. In addition, we disclose the adjusted gender
pay-gap ratio which considers key drivers of pay, for example,
job level and location, to gain deeper insights into any potential
gaps to promote equal pay for equal work. Based on the findings,
we have identified opportunities to minimize the gap.
We are developing a comprehensive plan to continuously
monitor and manage pay equity, including educating our
employees about pay and our pay practices. We will also focus
on providing all employees with equal opportunities for growth
and advancement through targeted development programs and
mentorship opportunities. As we look to 2025, this journey
requires a phased approach leveraging the Global Career
Framework, along with targeted education and communication
Our Global Inclusion Networks
Pride
The Pride Network creates an inclusive and supportive
environment for those who identify as LGBTQ+ and their
allies, fostering a sense of community, providing networking
opportunities, and enlisting active allyship to create an
inclusive environment.
Women’s
The Women’s Network is a community for female employees
and their allies to increase inclusion, improve the employee
experience, create professional networking and
development opportunities, and ensure that Wolters Kluwer
remains a global leader in gender equity.
Multicultural
The Multicultural Network plays a vital role in fostering an
inclusive and welcoming environment for all employees,
regardless of their cultural background.
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toempower our managers and employees. We recognize the
work ahead and are dedicated to this ongoing effort.
The global pay equity work is managed by a cross-functional team
comprised of HR specialists from compensation, analytics, payroll,
and benefits. The team partners with HRleadership and external
experts to conduct the work. Thiscollaborative effort supports
fairness in our compensationpractices.
Work-life balance
Our global well-being program is designed to support our
workforce by offering resources and content that help employees
thrive - emotionally, physically, socially, and financially.
The program is managed by a global team of benefits and
well-being experts within our HR organization. This team
leverages industry best practices and conducts regular
reviewstoensure our programs meet the diverse needs of our
employees and their families. Additionally, a network of more
than 100 well-being champions volunteer to drive local well-
being initiatives to enhance well-being across the organization.
In 2024, we held a Global Well-being Week, during which our
employees could participate in various activities related to
well-being. The “Let’s Walk Around The World” challenge
encouraged employee participation in a collective effort to walk
a certain number of steps, symbolizing a journey around the
world. We also hosted discussions supporting World Mental
Health Day, to raise awareness and provide insights into mental
health and well-being.
Well-being tools and resources
for our employees
The global Employee Assistance Program (EAP) provides well-
being support to all our employees and their household
members. The EAP offers confidential counselling services
provided by third-party experts around emotional well-being
andresources for financial and social well-being. Other tools
available to our employees include an application to enhance
personal resilience strategies for stress and success and an
application that provides access to physical fitness, nutrition,
andmindfulness classes.
Work-life balance benefits
for our employees
In addition to these highlighted initiatives, we are committed to
providing comprehensive benefits to our employees. In many
parts of the world, this includes family planning benefits such as
parental leave policies, adoption assistance, insurance coverage
for fertility services, and support for childcare services. In 2024,
we strengthened our family and caregiver support initiatives, for
example, by introducing menopause benefits and hosting a
panel discussion on parenting options, such as adoption services
and surrogacy support.
Flexible work arrangements for our employees
Our flexible work arrangements include flexible work hours and
options to partly work from home, that help employees balance
their professional and personal commitments.
In addition, we provide comprehensive paid time-off packages.
This includes parental leave policies covering maternity leave,
paternity leave, adoption leave for either adoption parent, and
carers’ leave for an ill or elder family member, including
domestic partners. Furthermore, our volunteer time-off program
grants our employees time to engage in activities to serve our
communities.
We continuously assess and evolve our well-being and benefits
offerings, benchmarking against best market practices and
considering the evolving needs of our global workforce.
Training and skills development
We facilitate continuous professional growth, upgrading
employees’ skills and experience by offering training, regular
performance and career development reviews, and other skills
development-related activities.
We have a global Learning and Development team within our
HRorganization that develops, delivers, and maintains training
and development initiatives across the company. In addition,
wehave dedicated talent partners in each division,
actingasliaisons between the business leaders and HR.
Thesespecialists understand the specific learning needs of their
respective businesses and ensure that training solutions address
those needs and enhance learner engagement.
In 2024, we advanced our work towards becoming a skills-
powered organization where skills drive our talent management.
We created and piloted relevant and targeted learning paths
forsome key jobs and developed career navigation resources
toguide employees in specific roles in managing their
careerdevelopment.
Performance and career development
The company has a performance management process for all its
employees. This process includes setting quality performance
and development goals. Managers and employees work together
each year to create these goals and have regular check-ins and
an annual review process to discuss progress of these goals. The
skills gained by completing a development goal help employees
deliver on their performance goals and build skills for future
career opportunities.
All employees can participate in the career development
process. As part of this process, employees are annually asked
toupdate their talent profile to enable career and development
discussions with their manager. Other elements of the career
development process include leveraging our career planning tool
and a leadership competency assessment.
We maintain an internal site with resources on career and skills
development (#Grow). Employees are invited to take part in the
offerings on this site through regular communication campaigns.
We have enhanced our succession planning process, which has
resulted in an improvement in the readiness and availability
ofour talent to fill internal job openings. This ongoing process
involves identifying critical roles within the organization and
working toward building a pool of high-potential successors.
Werigorously evaluate the skills and competencies of these
individuals and develop tailored development plans to prepare
them for future leadership roles.
Training and learning
We have implemented the 70:20:10 learning model, that
combines 70% learning on the job, 20% informal learning, and
10% formal training. Our global learning platform enables our
businesses to meet their training needs and deploy mandatory
and optional training to a global audience. This platform
integrates external learning content to provide our employees
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access to technology-enabled self-paced courses and best-in-
class learning content on more than 16,000 training topics.
Leadership development
To continuously improve our leadership capability, we provide
leadership development solutions to all our people managers.
Our leadership development program includes offerings to build
manager capabilities and enhance skills. Before and after the
program, participants are invited to provide feedback to help
usunderstand the impact on participants. Participation and
completion rates of our leadership development offerings
arestrong.
In 2024, we expanded our leadership development curriculum
toenhance its reach and effectiveness. We introduced greater
segmentation of audiences to tailor learning experiences to the
specific needs of different leadership levels, such as first-time
managers, mid-level managers, and senior managers. We
incorporated a blended learning approach, combining traditional
classroom instruction with cutting-edge AI-native digital
platforms. This includes a mix of interactive learning experiences
such as videos, articles, self-paced activities, peer coaching
pods, and live facilitated discussions with instructors. We also
provided additional resources to support managers in coaching
and developing their teams, reinforcing our focus on cultivating
an inclusive work environment.
Our flash mentoring program enables one-on-one coaching
meetings focused on a specific topic, for example to test an idea
or explore a challenge. All executives were invited to participate
as mentors. In 2024, the program was expanded to include all
non-executive people managers as mentors. Survey respondents
reported that their mentoring experiences were valuable, and
they would recommend the program to others.
Targets related to own workforce (S1-5)
To attract, develop, and retain a highly skilled and engaged
workforce, we evaluated our organization against market
benchmarks and have set the following targets.
Improvement to our belonging score
Weaim to continuously enhance employee belonging. Our target
is to improve the belonging score year-over-year, typically by
one point. The belonging score baseline (72) was established
inJuly 2021. We aspire to reach the top 25% of the global
benchmark for belonging, as determined by Microsoft Glint’s
analysis. Belonging score was maintained in 2024. Progress on
this key metric is reviewed with our Executive Board and
Supervisory Board. Our approach is to focus on continuous
improvement and attention of our leadership to fostering an
inclusive and engaging work environment. The target is included
in the non-financial performance measures for the 2023, 2024,
and 2025 short-term incentive plans.
Male/female representation in our Supervisory Board and
Executive Board
Dutch law requires at least one-third male and female
representation in the Supervisory Board and a target forthe
male/female representation in the Executive Board. Our target
isto have at least 33% male and female representation onour
Supervisory and Executive Boards. Progress towards this target is
monitored and reviewed by senior leaders.
→
For more information, see the section
Diversity in Corporate
governance on
page 46
Male/female representation in executive career band
Dutch law requires to establish a target for the male/female
ratio for categories of employees in management positions.
AtWolters Kluwer, employees in management positions are
considered to be those in the executive career band. In 2023,
wehave set a target to achieve 33% female representation in our
executive career band by 2028. The baseline value for this target
was 31% in 2022. Progress towards this target is monitored by
theHR Leadership team and executive leadership, with data
measured by our talent analytics team and reported in monthly
dashboards. We achieved this target in 2024. While this target
isin line with legal requirements in the Netherlands around
setting targets for management positions, we carefully monitor
that oursubsidiaries comply with all applicable local laws
andregulations, as may apply to them at any point in time.
→
For more information, see the section
Diversity in Corporate
governance on
page 46
We deliver innovative talent
solutions that enable performance,
growth, and skills development
for
all employees.
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Characteristics of our employees (S1-6)
Methodologies and assumptions
Unless otherwise stated, all numbers are reported in headcount at December 31. Headcount
data is sourced from our global human resources management platform. The split by country
and region is based on the legal entity the employee is contracted with. 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
resources management platform. Currently, employees are not yet able to specify a gender other
than male or female. Hence, no employees are reported as ‘other gender’. Employees who 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 resources management platform. The
split between permanent and temporary employees is only reported as from 2024, hence no
comparative figures include this split.
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 who 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 resources management platform. Races/ethnicities
mirror those used for required federal reporting in the U.S. and therefore we only disclose the
U.S. employees when disclosing this metric. 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.
Headcount by gender
2024
% of
total 2023
% of
total 2022
% of
total
Female 9,831
46%
9,812
46%
9,470
46%
Male 11,558
53% 11,438
53% 10,898
53%
Not disclosed 246
1% 188
1% 143
1%
Total headcount at December 31
1
21,635 21,438
20,511
1
See Note 12 – Employee benefit expenses of the
Consolidated financial statements.
Headcount by country and region
2024
% of
total 2023
% of
total 2022
% of
total
U.S. 8,588
40% 8,707
40% 8,478
41%
India 3,527
16% 3,358
16% 2,810
14%
Other countries 9,520
44%
9,373
44%
9,223
45%
Total headcount at December 31
21,635 21,438
20,511
The Netherlands 1,180
5% 1,176
5% 1,150
6%
Europe (excluding the Netherlands)
6,934
32% 6,824
32% 6,740
33%
U.S. and Canada 8,979
42% 9,067
43% 8,821
43%
Asia Pacific 4,455
21%
4,295 20%
3,729 18%
Rest of the world 87
0% 76
0% 71
0%
Total headcount at December 31
21,635 21,438
20,511
The U.S. and India are the only two countries representing at least 10% of our total number
ofemployees in all three years disclosed.
Headcount by contract term
Female Male
Not
disclosed Total 2024
Permanent employees
8,500
10,815 216
19,531
Temporary employees
148
122
24 294
Non-guaranteed hours employees
1,183
621 6
1,810
Total headcount at December 31, 2024
9,831
11,558
246
21,635
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 2024, assuming 48 working weeks.
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Characteristics of our employees (S1-6)
continued
Employee turnover
2024 2023 2022
Employees who left the company in the year
(excludingdivestedoperations)
2,043 2,071
3,053
% of total employee turnover
9.5%
9.8% 15.3%
Of which:
% of voluntary employee turnover
6.6%
7.3%
12.8%
% of non-voluntary employee turnover
2.9%
2.5%
2.5%
Race/ethnicity of U.S. employees
2024
% of
total 2023
% of
total 2022
% of
total
Asian 1,149
14% 1,114
13% 1,031
12%
Black or African American 631
7% 628
7% 639
8%
Hispanic or Latino 552
6% 551
6% 525
6%
White 5,761
67% 5,852
68%
5,798 68%
Other races/ethnicities
178 2%
188
2% 165
2%
Unknown or not disclosed 317
4% 374
4% 320
4%
Total U.S. headcount at December 31
8,588 8,707
8,478
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. We aim to conclude the implementation of such a system in 2025.
Wemake use of the phase-in option for the reporting of this disclosure and plan to start reporting
the global number of non-employees in the next 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 data from our global human resources management platform.
‘Executives’ include employees who are in the executive career band, meaning that they have a
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
2024 2023 2022
Supervisory Board by gender¹
Female 4 4
4
Male 3 2
3
Executive Board by gender
Female 1 1
1
Male 1 1
1
Executives by gender
Female 102
95 91
Male 200
206 200
Not disclosed – –
–
Gender ratio, % female
Supervisory Board¹ 57%
67% 57%
Total headcount 46%
46% 46%
Of which:
Executive Board 50%
50% 50%
Executives 34%
32% 31%
Managers 40%
41%
39%
Other employees 46%
47% 47%
1
Supervisory Board members are not employees of the company.
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Diversity metrics (S1-9)
continued
Headcount by age group
2024 % of total
2023 % of total
2022 % of total
Under 30 years old
2,897 14%
3,071
14% 2,987
15%
30-50 years old 12,410
57% 12,754
60% 12,223
59%
Over 50 years old
6,328
29%
5,613
26% 5,301
26%
Total headcount at December 31
21,635 21,438
20,511
Persons with disabilities (S1-12)
Methodologies and assumptions
The disability percentage is derived from U.S. employees that indicated in the global human
resources management platform that they have a disability. We have made use of the phase-in
option for this metric, in order to provide more time to enhance and refine our data collection
procedures for non-U.S. employees. Hence, we will start reporting on the disability percentage
for all employees in the next annual report.
Persons with disabilities in the
U.S.
2024
1
2023 2022
% of U.S. employees with disabilities
9% 2%
2%
1
In 2024, there is a material increase in the % of employees with disabilities due to the implementation of an
enhanced reporting process.
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 management 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 make use of the phase-in
option for this metric, hence plan to start reporting full training hours, including those occurring
outside of the learning platform, in the next annual report.
The training metrics are calculated based on the headcount at December 31. Executives include
employees who are in the executive career band, meaning that they have a 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
2024 2023 2022
1
% of employees participated in performance and career development reviews
96%
97% –
Participation percentage by gender
Female 96%
97%
–
Male 97%
96% –
Not disclosed 62%
86% –
Participation percentage by employee category
Executives 98%
99% –
Managers 98%
99% –
Other employees 96%
96% –
1
In the 2022 Annual Report, we applied a different methodology to calculate this metric. Hence, no
comparative is reported.
Training
2024 2023 2022
1
% of employees that utilized internal training content available
in the learning platform 88%
97% –
Average number of training hours per employee
8 5 –
Training hours by gender
Female 9 5
–
Male 8 5
–
Not disclosed 6 3
–
Training hours by employee category
Executives 8 3
–
Managers 12
6 –
Other employees 8 5
–
1
In the 2022 Annual Report, we applied a different methodology to calculate this metric. Hence, no
comparative is 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 caregivers’ leave from work.
The percentage of employees entitled to take family-related leave is derived from our global
human resources management system, plus a small part of our U.S. employees for which data
isderived from a third-party family-related leave program.
The percentage of employees that took family-related leave in the year, including the split by
gender, is derived from our global human resources management system, plus a report from
athird-party leave administrator for a small part of our U.S. employees.
We make use of the phase-in option for this metric, and only report on U.S.-employees. We plan
to start reporting work-life balance metrics for the full Wolters Kluwer employees in the next
annual report.
Family-related leave in the U.S.
2024 2023 2022
1
% of employees entitled to take family-related leave at December 31
100% 100%
100%
% of employees that took family-related leave in the year¹
4% 6%
–
Family-related leave taken by gender
Female 5%
6% –
Male 3%
5% –
Not disclosed 4%
0% –
1
In the 2022 Annual Report, we applied a different definition of family-related leave in the calculation of this
metric. Hence, no comparative is reported.
Remuneration metrics (S1-16)
Wolters Kluwer conducted its first global pay equity analysis to determine any gender pay gap.
Theresults of this analysis are being published through the following metrics, in line with the ESRS
requirements: unadjusted gender pay-gap ratio, adjusted gender pay-gap ratio, and annual total
remuneration ratio. The analysis included all 20,000+ employees and focused on all parts of
anemployee’s pay package, including fixed and variable components plus other benefits. The
unadjusted gender pay-gap ratio between females and non-females reports the average pay
difference between these groups without accounting for compensable factors such as job level and
location. The global adjusted pay gap between females and non-females reports the average pay
difference that remains after accounting for compensable factors, including but not limited to job
level, job family, geographical location, experience, and job performance. The annual total
remuneration ratio refers to the ratio between the highest paid individual and the median annual
total remuneration for all employees (excluding the highest-paid individual).
The pay equity analysis was conducted by a dedicated team of specialists within Wolters Kluwer HR,
inpartnership with an external global consulting firm that specializes in human resources,
including compensation analysis and equity assessments. A three-year partnership with the
external firm will continue to ensure that our teams are equipped to sustain and enhance equitable
pay practices over time. In addition, to ensure the accuracy and reliability of our calculations, we
have licensed a widely recognized expert technology that meets industry standards and is accepted
by certification bodies.
These complex analytics serve as an objective foundation for fostering a transparent and equitable
workplace culture. We are also reporting the adjusted pay-gap ratio as this provides additional
insights into pay practices by identifying and measuring compensable factors, such as job level and
geographical location, to ensure that all employees are compensated fairly based on their roles,
contributions, and performance. Our adjusted pay gap is currently below the anticipated long-term
threshold of 5%, which generally reflects our commitment to equal pay for equal work. However, we
have identified opportunities to further improve pay differences and minimize the gap. We are
dedicated to addressing these opportunities to ensure fairness and equity in our compensation
practices.
Methodologies and assumptions
Definition of an employee, pay/compensation
elements, and effective
date
In the global pay equity analysis, employees are defined as individuals who are employed by
Wolters Kluwer (permanent or fixed term) and do not include any contractors, contingent
workers, or service providers. All active employees were included in the study across all
businesses and all levels.
Employee data was collected as of November 1, 2024, covering 21,555 positions. All parts of an
employee’s pay package are included, including all fixed and variable components, plus other
benefits that form part of the remuneration package. Employee compensation data, sourced
from our global human resources management system, local country payroll systems, and
benefit sources, represents best estimate for December 31, 2024, to allow adequate time for data
collection, consolidation, validation, reporting, and analytics. Compensation elements include
contractual annual salary, allowances, bonuses, LTIP annual grant value (based on share fair
values on 2024 LTIP grant date), RSU annual grant value, commissions, shift premiums, standby
payments, on call pay, overtime pay, and retirement, risk, and health benefits. Remuneration
received by the employee is reported in cash (i.e., actual pay) for bonuses, lump sum payments,
commissions, shift premiums, standby payments, and on call and overtime pay. All other forms
of remuneration are reported on annualized accrual basis (i.e., salary, other benefits/allowances,
and share-based payments).
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Remuneration metrics (S1-16)
continued
Remuneration data of employees was collected globally, validated, and analyzed to report the
unadjusted and adjusted gender pay-gap ratios and the annual total remuneration ratio.
Currently, employees are not yet able to specify a gender other than male or female in our
global human resources management system. Employees that did not select a gender or did not
want to disclose their gender are reported under ‘non-females’. This represents less than 1% of
employees.
Unadjusted gender pay-gap ratio
Unadjusted gender pay-gap ratio includes all employees’ gross hourly pay level and applies the
following formula to calculate the gender pay gap:
(Average gross hourly pay level of non-female employees – average gross hourly pay
level of female employees)
x 100
Average gross hourly pay level of non-female employees
Adjusted gender pay-gap ratio
Adjusted gender pay-gap ratio includes all employees’ gross hourly pay level and considers
compensable factors such as job level, geographical location, and experience that may account
for legitimate differences in pay. A linear regression analysis was used as the basis to measure
the adjusted gender pay-gap ratio. This comprehensive analysis used the gross hourly pay and
regressed on indicator variables for demographic factors (typically gender), as well as other
bona fide determinants of pay. Controlling for variables such as job grade, experience, and
performance ratings, regression analysis allows us to isolate the specific impact of these factors
on compensation.
This objective approach provides a clear, data-driven understanding of pay gaps, helping us
pinpoint any existing inequities. We consider regression analysis the best method for conducting
pay equity studies because it minimizes bias and subjectivity, offering a robust analytical
framework. By relying on a data-driven approach, we ensure that our pay equity initiatives
arebased on objective evidence, promoting a fair and transparent workplace culture.
Annual total remuneration ratio
Annual total remuneration compares the highest-paid individual employee annual total
remuneration to the median employee total remuneration (excluding the highest-paid
individual) and applies the following formula to calculate:
Annual total remuneration for the undertaking’shighest-paidindividual
Median employee annual total remuneration (excludingthehighest-paid individual)
Remuneration metrics
2024 2023
1
2022
1
Unadjusted gender pay-gap ratio
14.8%
– –
Adjusted gender pay-gap ratio
3.1%
– –
Annual total remuneration ratio
106.8
– –
1
This is a new metric in the 2024 Annual Report. Hence, no comparatives are reported.
The annual total remuneration ratio is reported in accordance with ESRS requirements and is
calculated based on the methodologies described above. It compares the remuneration of the
highest paid individual (the CEO) with the median remuneration of all employees in the group.
Thismetric is different to the CEO pay ratio, which is reported in the
Remuneration report
in
accordance with the Dutch Corporate Governance Code and is based on IFRS-based remuneration
data. The IFRS-based CEO pay ratio compares the CEO annual pay to the average remuneration of
all employees in the group (excluding the CEO). The difference between the two ratios is almost
entirely explained by the use of a median versus an average (representing the largest part of the
difference) and exclusion of social security benefits in the ESRS methodology.
Incidents and complaints (S1-17)
General
Wolters Kluwer maintains a culture of open communication and a safe environment where
everyone is encouraged to raise concerns.
In accordance with our Code of Business Ethics (Code) and SpeakUp Policy, our workforce can raise
concerns through multiple channels about suspected misconduct, which is defined as a violation
ofour Code of Business Ethics, any other Wolters Kluwer policies, or any applicable laws.
The number of complaints filed through channels for people in our own workforce to raise concerns
includes complaints filed through our SpeakUp system or to HR, for example through our global
HRsystem or to an HR representative directly, excluding any incidents of discrimination and
harassment, which are separately captured in the table on the next page. Globally, we use an
employee relations case management platform to track complaints reported to HR.
Wolters Kluwer has processes designed to ensure timely reporting of all threatened or actual legal
claims, litigation, and alternative dispute resolution proceedings involving Wolters Kluwer,
including pre-litigation employment claims globally. Our litigation team tracks and manages such
claims inthe electronic matter management and electronic invoicing system of record. Matters
reported through this process are updated in the system throughout the life cycle of the matter,
including the disposition (whether by settlement, judgment, penalty, fine, or otherwise).
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Incidents and complaints (S1-17)
continued
Methodologies and assumptions
The number of complaints is calculated based on the total number of complaints reported
through the SpeakUp system, plus the total number of complaints reported to HR and recorded
in the employee relations case management system or confirmed by HR. Complaints regarding
discrimination or harassment that were (partly) substantiated are excluded from this
calculation, and reported separately in the table below.
Fines, penalties, and compensation for damages are reported through our electronic matter
management and electronic invoicing system. The total amount is calculated based on any fines,
penalties, or compensation for damages awarded in the reporting year. Settlements are
excluded from the calculation.
Incidents and complaints
2024 2023
1
2022
1
Number of complaints 62
– –
Number of incidents of discrimination, including harassment
5 – –
Amount of fines, penalties, and compensation for damages
– – –
1
This is a new metric in the 2024 Annual Report. Hence, no comparatives are reported. In prior years, we
reported on the number of SpeakUp cases, which are complaints reported through our SpeakUp system.
In2024, 37 out of the 67 complaints and incidents of discrimination, including harassment, were derived from
the SpeakUp system (2023: 47). In our 2023 Annual Report, we also reported on the
Number of investigations
opened in the U.S. and Canada. This metric included complaints documented in our employee relations case
management platform, plus those matters reported through the SpeakUp system that were investigated as
employee relations matter.
Other own workforce company-specific metrics
Methodologies and assumptions
We conduct an annual global Engagement & Belonging survey leveraging a third-party market-
leading survey partner to measure belonging (2024, 2023, and 2022: Microsoft Glint). This survey
is provided once a year to all employees at that point in time.
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 (2024, 2023, and 2022: Microsoft Glint).
Company-specific metrics
2024 2023 2022
Belonging score 75
75 73
Response rate for Employee Engagement & Belonging survey
75% 72%
65%
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CONTINUED
Workers in the value chain (ESRS S2)
Material impacts 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
datacenter services, software development and maintenance
services, back-office transaction-processing services, content
services, and other services.
While we have not yet obtained full insights into the human
rights and labor conditions of supply chain workers, based on
the available information at this time we have not detected risks
related to their human rights, including child labor or forced
labor. In general, the sectors in which our suppliers operate
typically do not pose significant risks related to severe human
rights impacts, including child labor or forced labor. However, it
is not excluded that in certain sectors and geographies, supply
chain workers may not have equal opportunities, adequate
wages, secure jobs, work-life balance, and protection of health
and safety at work.
In 2024, we initiated the development of a supplier sustainability
assessment strategy which will allow us to gain concrete insights
into the social impacts occurring within our value chain. Once we
obtain greater visibility of these potential or actual human rights
impacts, we will be able to integrate and act on these findings.
Recognizing the challenges in obtaining comprehensive value
chain information, the ESRS allows companies to limit this
information to what is available in-house and publicly for the
first three years. Our double materiality assessment and supply
chain due diligence have been based on existing data and
research. We use the transitional provision to collect and
structure the necessary data from our suppliers.
Policies related to value chain workers (S2-1)
Our Supplier Code of Conduct outlines the environmental, social,
and business conduct standards for all our suppliers, business
partners, agents, resellers, and third parties providing products
or services to us. This supplier code supplements our Code of
Business Ethics and establishes the standards and practices that
our suppliers must uphold. Included within our Supplier Code of
Conduct are the following human and labor rights commitments,
among others:
• Suppliers must support and respect internationally recognized
human rightsin dealing with their employees, clients,
suppliers, shareholders, and communities;
• Suppliers must prohibit, prevent, mitigate, and remediate any
form of human trafficking, slavery, servitude, or any forced,
bonded, prison, military, or compulsory labor. The use of child
labor is also unacceptable, adhering to the definitions by the
International Labor Organization and the United Nations
Global Compact, and complying with all national and
international child labor laws;
• Suppliers must ensure equal treatment and reward of
theirworkers, including equalpay for equal work, non-
discrimination in hiring and employment practices, and
promotion of a diverse and inclusive work environment;
• Suppliers must comply with all applicable wage, hour, and
benefits laws and regulations, as well as the payment of fair
wages and benefits in line with industry standards; and
• Suppliers must provide a safe, hygienic, and healthy
workplacein compliance with all applicable local and
nationallaws and regulations.
Our Supplier Code of Conduct is based upon and aligned with
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. In 2024, no cases of non-respect of any of
these standards or principles were brought to the attention of
the company.
The Supplier Code of Conduct represents one of the mechanisms
of our Supply Chain Risk Management (SCRM) Program, which is
guided by our SCRM Standard. This standard is an internal policy
which outlines our approach to conducting risk assessments,
due diligence, and monitoring of suppliers to mitigate risks.
Inthe coming years, we plan to review the SCRM Standard to
account for guidance on human and environmental due diligence
of our supply chain.
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Processes for engaging with value chain
workers about
impacts (S2-2)
In our double materiality assessment, we have engaged in
apreliminary scoping exercise to determine some areas of
heightened risks of severe impacts, based on proxies such as
sector studies and initiatives. Over the next few years, we will
conduct a more thorough mapping of our value chain and
improve our understanding of the actual and potential human
and labor rights issues that apply to our value chain workers.
Aswe gain more visibility into our value chain and begin to
assess our suppliers’ policies and practices related to their own
workforce, we will develop relevant processes to engage with
these stakeholders about impacts.
Processes to remediate negative impacts
and channels
for value chain workers to raise concerns (S2-3)
Our Supplier Code of Conduct provides that workers in our
supply chain can raise any questions or concerns to their usual
Wolters Kluwer contact or by contacting the Wolters Kluwer
Ethics & Compliance team. It also includes our zero-tolerance
stance to retaliation against raising a concern in good faith. The
channel to raise concerns as described in the Supplier Code of
Conduct is available for these workers on our website. We intend
to enhance the accessibility of, and information on, this channel
and related processes for value chain workers. Wolters Kluwer
will review and consider all concerns raised and investigate
andrespond as appropriate. Concerns raised to the Ethics &
Compliance team are centrally tracked and monitored through
the SpeakUp system.
→
For more information on the SpeakUp system, see
Business
conduct (ESRS G1) on page 136
Actions related to value chain workers (S2-4)
Our Supply Chain Risk Management Program ensures thatthird-
party relationships are thoroughly evaluated and monitored
throughout their duration, thereby mitigating risks. The main
elements of the program include an inherent risk assessment,
due diligence, contract negotiation, continuous monitoring, and
reporting. It also outlines processes for remediation and
termination. As part of the due diligence process, suppliers are
asked to provide information on, among others, cybersecurity
and data privacy, business continuity, anti-bribery and anti-
corruption, employee hiring and termination practices, as well as
questions that help determine maturity levels in terms of
environmental reporting and decarbonization. Based on the
supplier’s assigned inherent riskclassification, the due diligence
is repeated every one tothree years.
We expect suppliers to uphold the same social and
environmental standards to which we are committed. To
demonstrate this commitment, we require suppliers to adhere
toour Supplier Code of Conduct or to their own equivalent
standard. This includes requirements in relation to areas
suchashuman rights, labor conditions, anti-bribery, and the
environment. Where a supplier commits to their own equivalent
standard, they are asked to confirm adherence to each area
covered by their own code of conduct. Wolters Kluwer has not
been made aware of or received any reports of significant human
rights issues or incidents.
In 2024, we began initiating a new strategy for engaging with
suppliers onsustainability. One of the main steps included the
selection ofa supplier sustainability assessment tool. This tool
will form the basis of our human rights due diligence and
supplier engagement strategy as it allows us to gain visibility of
the potential social impacts related to our value chain at a
macro level, as well as facilitate the assessment of our suppliers’
current policies and practices regarding their own workforce.
Doing so will also help us align with the United Nations Guiding
Principles on Business and Human Rights and the OECD
Guidelines for Multinational Enterprises. We expect to report on
these actions and some initial findings in our next annual report.
The actions related to value chain workers are managed by a
dedicated teamwithin our global sourcing & procurement
organization inpartnership with specialists from our Corporate
Sustainabilityteam.
Targets related to value chain workers (S2-5)
We currently do not have targets regarding workers in the value
chain. As we improve our visibility of our value chain through
astrengthened human rights due diligence and supplier
engagement strategy, we will evaluate in the coming years
whether setting specific goals is appropriate.
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UpToDate Editorial Policy
Our clinical decision tool UpToDate has its own editorial
policy, which is a regularly reviewed, interdisciplinary effort
created and maintained by a physician editorial leadership,
editorial operations leadership, and legal counsel.
The editorial policy is integral in ensuring that UpToDate
content is of high quality and can maintain its medical
accreditation. UpToDate has specific policies for conflicts of
interest, linking, grading, and off-label drug use.
More information on the editorial processes, policies, and
legal notices of our solutions is available on our website.
SOLUTION HIGHLIGHT
Social disclosures
CONTINUED
Consumers and end-users (ESRS S4)
Material impacts and their interaction with strategy
and business model (SBM-3)
Although the ESRS S4 topical standard is titled ‘Consumers and
End-Users,’ consumers are not relevant to our value chain. Our
customers do not consist of individuals who acquire, consume,
or use our goods and services for personal use, whether for
themselves or others. Our products and services are specifically
designed for business or professional purposes.
Therefore, this section focuses exclusively on reporting for
end-users, who are defined as individuals that receive the
benefit of our products or services through the use thereof by
our customers. These could be our direct customers or other
parties, such as medical patients, clients of accounting firms,
small businesses, or individuals that receive services from our
customers based on the use of our products or services by
ourcustomer.
For the material impact of data privacy on our direct customers
and relevant end-users, please refer to the section
Data privacy
(company-specific) on page 137.
Access to quality information
Providing high-quality, reliable, and actionable solutions to our
customers to benefit their end-users is a fundamental aspect of
our strategy and business model. Wolters Kluwer’s mission is to
help our customers make critical decisions every day by offering
expert solutions that combine deep domain knowledge with
specialized technology and services.
Our customers rely on our solutions and services to achieve
better outcomes for their clients, patients, or organizations, and
to increase their productivity. Detailed insights into our products
can be found in the Strategic report presented in the earlier
sections of this Annual Report.
By providing access to quality information, we create positive
impacts for our customers and their end-users. Ensuring
high-quality and actionable information through our products
and services is also critical to the success of our business.
Trustin, and effectiveness of, our
expert solutions support
highcustomer retention rates and help us maintain our
recurringrevenue base.
Policies related to consumers and end-users
(S4-1)
Our Code of Business Ethics, which includes our global Editorial
Policy, supports our objective of providing high-quality products
and services. This policy outlines our commitment to delivering
high-quality solutions and content based on interpretation, best
practice, analysis, and guidance relating to legal, market, and
other sources. We strive to be impartial and to reflect accurately
the legal, financial, health, and professional landscape and all
significant variations of opinion regarding interpretation or best
practice. We also actively avoid bias, defamation, and conflict
ofinterest in approaching a subject and in the development
ofour products. Our Code of Business Ethics is available on
ourwebsite.
Artificial intelligence (AI) is used in our products where it
benefits human experts working in complex professional fields.
We rely on our AI Principles to ensure that our products and
services are based on a foundation of trust, transparency, and
responsibility. Our AI Principles are available on our website.
Policies detailing the specific requirements regarding the
provision of quality information to customers and end-users
varyacross our divisions and business units. This is due to the
distinct needs of different user groups and the nature of the
content. Consequently, business units often follow tailored
policies to guide the development of their respective products
and solutions. As an example, please refer to the column on the
right where we describe the specific editorial policy of one of
oursolutions.
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Processes for engaging with end-users about impacts
(S4-2)
Providing quality information through our products and services,
including expert solutions, is fundamental to our purpose and to
maintaining the trust of our customers and end-users. We
actively engage with customers to gather feedback and
incorporate this into our product development process.
To identify new user needs and pain points, we engage in user
research and direct feedback initiatives, including contextual
research, user interviews, and persona research. Some product
teams visit customers on-site to observe product usage in
real-world settings and gather firsthand feedback. We also
engage small groups of customers for beta testing new products
and significant product enhancements. Feedback is collected
through advisory boards, user experience interviews, in-app
requests, and surveys on specific features, functionality, and
overall satisfaction. We utilize various customer feedback and
engagement platforms to systematically gather and prioritize
feedback, enabling data-driven decisions on new features
andenhancements. For certain solutions, we track and
reviewin-product usage data to understand user workflows
andbehavior.
Annual user group conferences and industry-focused summits
provide direct feedback from a wider range of customers
andend-users, ensuring these needs are central to product
development. Our global user conferences, regional forums, and
events allow customers to share experiences, discuss challenges,
and explore new use cases. Within our centralized development
organization (DXG), we maintain a Center of Excellence for User
Experience (UX) and Customer Experience (CX), which helps us
understand customer needs at a granular level.
Our customer service teams regularly interact with clients to
answer questions and gather feedback. We use Net Promoter
Score (NPS) surveys to track satisfaction and product
performance, feeding this information into our product
development process. By actively collecting and acting on
feedback through these various channels, we ensure our
products continually evolve to meet customer needs,
enablingbetter outcomes for other end-users like their
clientsorpatients.
Actions related to end-users (S4-4)
The continuous enrichment of our solutions is central to our
ongoing product development process. Our dedicated product
teams take various actions throughout the year to ensure
improved content or workflows. Listed below are just some of the
actions and initiatives we take to ensure that customers have
access to quality information through the use of our products
and services. The activities have been compiled based on an
analysis of six of our featured solutions across our five
customer-facing divisions.
• External experts: We commission third-party experts to
provide us with professional insights and guidance in their
field of expertise and to perform quality assurance as part of
our standard product release testing.
• Editorial independence:
We allow our editors independence
intheir decision-making, free from external pressure to foster
a free exchange of ideas.
• Content validation and data integrity:
Our content-based
solutions go through a rigorous multi-step process to ensure
content accuracy and relevance. All content is obtained from
authoritative sources. We also ensure data integrity and
consistency through validation workflows and audit trails.
• Investing in our solutions:
As part of our capital allocation
philosophy, we spend more than 10% of our revenues on
product development each year, ensuring our customers
arecontinuously supported with the right information and
workflow tools to be effective.
• User testing and feedback:
We conduct internal user testing,
pilot, and beta testing, as well as usage tracking for many
ofour solutions.
• Continuous innovation:
In addition to driving User and
Customer Experience as a discipline across our portfolio to
uncover customer needs and drive product ideation, we
nurture innovation through formal employee programs like the
Global Innovation Awards and Code Games. We also execute
value-creation projects related to strategy and market
research, which contribute to improving the quality of our
products.
• Focus on AI-powered solutions:
Wolters Kluwer has long been
deploying AI into our products; a large portion of our digital
revenues derive from products that have some form of AI
embedded. In 2024, we integrated AI-driven decision support
tools into our health software solutions like Lexidrug and
UpToDate, enriching both information quality and speed at
which clinical insights are made available to healthcare
professionals. We also evolved our capabilities by building out
a generative AI ecosystem that enables development teams to
integrate emerging capabilities into their products, enhancing
research and workflows.
• Providing tailored, actionable insights:
We continue to expand
our reach by launching localized versions of our solutions,
allowing professionals to work more efficiently and ensure
compliance with relevant regulations.
• Certifications and compliance:
Many of our solutions are
certified or adhere to rigorous standards like ISO 9001, ISO/IEC
27001, and SOC 2 Type II. We conduct regular audits and
compliance reviews to ensure standards and frameworks are
being followed.
Various methods are used to evaluate the effectiveness of these
actions and initiatives, including quality analyst testing, usage
tracking, making use of product experience platforms, NPS
surveys and in-app NPS scoring, as well asthird-party market
and industry surveys. We also routinely interview customers
about their experience with using our solutions and changes to
our interface.
Targets related to end-users (S4-5)
While our individual business units may have internal targets,
our processes and policies are highly elaborated and
continuously reviewed and updated. As mentioned inthe
previous section, our business units employ various methods to
evaluate the effectiveness of our actions and initiatives. For this
reason, we do not consider it necessary tohave external targets
at this point in time.
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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)
Our Code of Business Ethics (Code) sets forth theethical
standards that are the basis for our decisions and actions. The
Code provides guidance on how we live our company values. The
Code covers multiple 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 in various languages.
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, mandatory for all employees, includes a
course on our Code. As part of this course, our employees are
asked to certify that they have read and understood our Code.
Our Code and SpeakUp Policy describe how our workforce can
raise concerns about potential unethical situations or behavior.
We offer several channels for reporting concerns. Our global
SpeakUp system, operated through an external provider, offers
our workforce a confidential channel, available 24/7 for reporting
concerns in their own language, with the option to report
anonymously. Our SpeakUp Policy includes a zero-tolerance for
retaliation, meaning that anyone who raises a concern or
participates in an investigation in good faith is protected against
retaliatory measures, in accordance with the EU Directive for the
Protection of Whistleblowers. All concerns reported are promptly
assessed and, if an investigation is appropriate, assigned to an
impartial and competent internal person to investigate in
accordance with internal procedures. Weprovide information on
our SpeakUp program via a dedicated intranet page,
communication campaigns, and through training as part of our
Annual Compliance Training program.
→
For more information on the number of concerns raised,
seeIncidents and complaints (S1-17)
on page 130
We have a zero-tolerance policy towards any form of bribery
andcorruption. Our global Anti-Bribery and Anti-Corruption
Policy strictly prohibits offering, soliciting, giving, or receiving
anybribes. 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
toourworkforce and provide training. We also conduct an
annual compliance risk assessment that includes bribery and
corruption. The functions most at risk in respect of corruption
and bribery include business units that make use of third-party
representatives that interact with government officials or are
located in countries with higher risk of corruption based on their
Corruption Perceptions Index score.
We monitor our corporate culture through our annual
Engagement & Belonging survey, the SpeakUp program, and
internal audits. These efforts also help us measure the
effectiveness of our Code and our SpeakUp program.
Governance
disclosures
In this section, we provide disclosures
on our material impacts,
risks,
andopportunities relating to business
conduct matters, in accordance
with
ESRS G1.
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CONTINUED
Our high standards of integrity and legal compliance also apply
to business partners through our Supplier Code of Conduct.
Weconduct anti-bribery due diligence screening of our partners
and suppliers. In 2024, we did not detect any violations of our
Anti-Bribery and Anti-Corruption Policy.
Data privacy (company-specific)
As a data-driven digital company, it is inherent to our business
model and strategy that personal information resides in our
products. Customers rely on us to deliver our platforms and
services safely and reliably while safeguarding their data. We
arecommitted to protecting the personal and professional
information of our employees, customers, and partners. In case of
privacy or security incidents, the privacy rights of end-users could
be negatively impacted. Cybersecurity is a critical component of
our business model and strategy. We have in place a robust
security program to protect our assets, data, and reputation.
Policies related to data privacy
At Wolters Kluwer, safeguarding the personal data of our
workforce, customers, and end-users is paramount. We are
committed to upholding data privacy and cybersecurity in
compliance with applicable data privacy legislation. To this end,
we have established comprehensive policies and procedures to
protect the confidentiality, integrity, and availability of personal
information, preventing improper disclosure, alteration, or
destruction of personal data. Our Global Data Privacy Policy sets
forth the data privacy principles that our organization adheres
towhen processing personal data in our possession. This policy
serves as a global baseline across divisions, business units,
andcountries, reflecting our commitment to adhering to the
highest standards of data privacy, including the EU General
DataProtection Regulation. In addition, we have several privacy
policies specific to functional areas or locations. As part of our
contracting with third parties, such as vendors, we include
standards and requirements for processing of personal data.
We maintain specific data privacy policies on how personal
information of our workforce is used and shared in compliance
with applicable regulations. We collect personal data from our
workforce only for specified, documented purposes and provide
mechanisms for employees to exercise their data privacy rights.
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.
We are also committed to the protection of the personal
information of our customers. We engage with our customers
and clients of customers about our privacy practices through
clear and transparent communication, notifying them of privacy
or security incidents in accordance with applicable legal,
regulatory, and/or contractual requirements. We explain how
wecollect, use, and disclose personal information and provide
individuals with clear options regarding their data 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.
Actions related to data privacy
We have implemented robust incident management procedures
to address security incidents and unauthorized acquisition, use,
or disclosure of personal data (or suspected attempts to execute
such actions). We have a cross-functional, global Information
Technology Security Incident Response Team that plans,
assesses, enforces, documents, and remediates security
incidents and events across Wolters Kluwer. This group 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 also have a
channel for our employees 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.
To equip our workforce with the knowledge and skills to
safeguard company data, we provide regular training and
awareness programs on data privacy and cybersecurity best
practices to all employees. Our Annual Compliance Training
Program, which includes mandatory cybersecurity and data
privacy courses, plays a crucial role in fostering a data-driven
culture of security and privacy within the organization.
We continuously strive to improve our data privacy program. In
2025, we plan to implement enhancements to further strengthen
our data privacy posture, including identifying and addressing
emerging privacy risks.
Policies related to cybersecurity
Our Code of Business Ethics 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
and other security policies and standards that are comprised in
our comprehensive security program. This program is anchored
by a framework of policies, standards, and controls aligned with
industry best practices, such as National Institute of Standards
and Technology, Cybersecurity Framework (NIST CSF) and ISO
27001, that are designed to protect data from accidental or
unlawful destruction, loss, alteration, unauthorized disclosure, or
access. These standards govern the collection, processing,
storage, transmission, and protection of data, aiming to maintain
confidentiality, integrity, and availability. The program mandates
industry-standard practices. We continually update and enhance
the program to address emerging threats, evolving industry
standards, and advancements in security technologies.
Allsecurity policies and standards undergo regular review,
updates, and approvals.
Actions related to cybersecurity
We perform regular information security risk assessments
toassess 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 NIST CSF which is a
risk-based model.
For select systems, applications, and services, we have achieved
over 85 attestations and certifications, most notably SOC 1
Type1, SOC 2 Type 2, HITRUST, FedRAMP, CSA STAR, and MSDPR.
Inaddition, some of our locations that support IT operations
andsome of our products have attained ISO 27001 certification.
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Cybersecurity governance structure
The security program has a three-tiered management structure.
Itis overseen by our Leadership Security Council which is
comprised of senior executives. This council provides strategic
guidance to address cybersecurity risks impacting company
operations and prioritizes initiatives from a financial, human,
ortechnology perspective. Our Chief Information Security Officer
leads the Technology Security Council and is responsible for
managing and monitoring the overall program. Our Technology
Security Council manages the overarching security strategy and
ITsecurity risk across the company. This group also drives global
alignment to the program’s objectives, supported by dedicated
taskforce groups.
Targets related to corporate culture and
data privacy
We have set the following targets to advance corporate culture
and data privacy.
Improvement to our employee engagement score
We aim to continuously enhance employee engagement.
Ourtarget is to improve the score year-over-year, typically by
onepoint. The engagement score reflects employees’ overall
experience and connection to Wolters Kluwer, including their
pride in working for the company and recommending it as a
greatplace to work. The engagement score baseline (76) was
established in October 2021. We aspire to reach the top 25% of
the global benchmark for employee engagement, as determined
by Microsoft Glint’s analysis. In 2024, the engagement score
remained consistent with last year’s result. Progress on this key
metric is reviewed with our Executive Board and Supervisory
Board. Our approach is to focus on continuous improvement and
attention of our leadership to fostering an engaging work
environment. Corporate culture is one of the topics embedded in
the employee engagement score.
Completion of Annual Compliance Training
We have a target that 100% of our active employees should
complete the Annual Compliance Training program. Allactive
employees are required to take the Annual Compliance Training
every year through our online learning platform. Thisprogram
includes e-learning courses on the Code of Business Ethics, data
privacy, and cybersecurity.
Indexed cybersecurity maturity score
Our target related to cybersecurity is to maintain an indexed
cybersecurity maturity score above the benchmark for high-tech
companies. In 2024, the indexed cybersecurity maturity score
increased slightly to 115.0, exceeding the target of 110 by 5%.
→
For more information on this target, see
Short-term incentive plan
2025 in the Remuneration report
on page 83
Corporate culture and data privacy 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 learning platform. Thismetric is
calculated based on the headcount at December 31, excluding
employees on long-term leave.
The engagement score is based upon our annual global
Engagement & Belonging survey conducted by an
independent market-leading survey partner Microsoft Glint
(2024, 2023, and 2022). This survey is provided once a year
toall employees at that point in time. In 2024, 75% of
employees completed this survey. Microsoft Glint top 25th
benchmark is calculated by considering all Glint customers
and takes the top 25th percentile of scores for each question
or index.
The indexed cybersecurity maturity score is based on a
company-wide program designed to maintain cybersecurity
ator above the industry standard benchmark for high-tech
companies. The cybersecurity maturity score is based on
assessment performed by a third party, based on the National
Institute of Standards and Technology (NIST) framework.
Corporate culture and data privacy
2024 2023 2022
% of employees who completed the
Annual Compliance Training
99 99
99
Employee engagement score
78 78
77
Employee engagement relative to
global top 25th benchmark Microsoft
Glint
3 points
below
3 points
below –
Indexed cybersecurity maturity score
115.0
113.8
110.0
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Section ESRS Standard
Disclosure Requirement
Reference to
sustainability
statements
Reference to other chapters in
2024 Annual Report and/or
use of phased-in provisions
General disclosures
General disclosures (ESRS 2)
BP-1 General basis for preparation
Page 93
BP-2 Disclosures in relation to specific circumstances
Page 93
GOV-1
Role of the Executive Board and Supervisory Board
Page 95
Executive Board
on page 61
and Supervisory Board on
page62, in
Governance.
Culture in Corporate governance
on page 46.
Talent management in Report of the Supervisory Board
on
page 66.
GOV-2
Information provided to and sustainability matters addressed by the
ExecutiveBoard and Supervisory Board
Page 96 Environmental, social, and governance matters
on page 47.
Sustainability in Report of the Supervisory Board
on
page66.
GOV-3
Integration of sustainability-related performance in incentive schemes
Page 96
Remuneration targets linked to strategic goals
on page 74,
Short-term incentive plan 2024
on page78, and Payouts for
performance against 2024 STIP targets
on page79, in
the
Remuneration report.
GOV-4
Statement on due diligence Page 97
GOV-5
Risk management and internal controls over sustainability reporting
Page 97
SBM-1
Strategy, business model, and value chain
Page 98
Strategy and business model
on page 6 and Executive team
on page 14, of the Strategic report.
Macroeconomic conditions, Competition, and Changes in
technology, business models, and customer preferences
in
Risk Management on page 51.
Phased-in used for SBM-1, paragraphs 40 (b) and (c).
SBM-2 Interests and views of stakeholders
Page 99
Reference table
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Sustainability statements
Section ESRS Standard
Disclosure Requirement
Reference to
sustainability
statements
Reference to other chapters in
2024 Annual Report and/or
use of phased-in provisions
SBM-3
Material impacts, risks, and opportunities and their interaction with strategy
andbusiness model
Page 103 Risk management
in Governance
on page 49.
Note 3 - Accounting estimates and judgments
in Financial
statements on page 162.
Phased-in used for SBM-3, paragraph 48 (e).
IRO-1
Process to identify and assess material impacts, risks, andopportunities
Page 104
IRO-2 Disclosure requirements covered by the sustainability statements
Page 106
Environmental disclosures
Climate change (ESRS E1) SBM-3
Material impacts and their interaction with strategy andbusiness model
Page 107
Note 3 - Accounting estimates and judgments
in Financial
statements on page 162.
E1-1
Transition plan for climate change mitigation
Page 108
E1-2 Policies related to climate change
Page 110
E1-3 Actions and resources related to climate change
Page 110
Business interruption in Risk Management
on page 54.
E1-4 Targets related to climate change
Page 112
Key elements of our remuneration policy
in the
Remuneration report on page 72.
E1-5 Energy consumption and mix
Page 114
E1-6 Gross GHG emissions
Page 115
Climate change company-specific metrics
Page 120
Social disclosures Own workforce (ESRS S1)
SBM-3 Material impacts and their interaction with strategy andbusiness model
Page 121
S1-1
Policies related to own workforce
Page 121
S1-2
Processes for engaging with own workforce and workers’ representatives
aboutimpacts
Page 122
S1-3
Processes to remediate negative impacts and channels for own workforce
toraiseconcerns
Page 122
S1-4 Actions related to own workforce
Page 123
S1-5 Targets related to own workforce
Page 125
Diversity in Corporate governance
on page 46.
S1-6 Characteristics of our employees
Page 126
S1-7
Characteristics of non-employee workers in our own workforce
Page 127
Phased-in used for S1-7, paragraphs 55 (a), (b), (c), and 57.
S1-9 Diversity metrics
Page 127
Phased-in used for S1-9, paragraph 66 (a).
S1-12
Persons with disabilities Page 128
Phased-in used for S1-12, paragraph 77.
S1-13
Training and skills development metrics
Page 128
Phased-in used for S1-13, paragraph 83 (b).
S1-15
Work-life balance metrics
Page 129
S1-16
Remuneration metrics
Page 129
S1-17
Incidents and complaints Page 130
Reference table
CONTINUED
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Sustainability statements
Section ESRS Standard
Disclosure Requirement
Reference to
sustainability
statements
Reference to other chapters in
2024 Annual Report and/or
use of phased-in provisions
Other own workforce company-specific metrics
Page 131
Workers in the value chain
(ESRS S2)
SBM-3 Material impacts and their interaction with strategy andbusiness model
Page 132
S2-1
Policies related to value chain workers
Page 132
S2-2 Processes for engaging with value chain workers about impacts
Page 133
S2-3 Processes to remediate negative impacts and channels for value chain workers
toraise concerns
Page 133
S2-4 Actions related to value chain workers
Page 133
S2-5
Targets related to value chain workers
Page 133
Consumers and end-users
(ESRSS4)
SBM-3 Material impacts and their interaction with strategy andbusiness model
Page 134
S4-1
Policies related to consumers and end users
Page 134
S4-2 Processes for engaging with consumers and end-users about impacts
Page 135
S4-4 Actions related to end-users
Page 135
S4-5
Targets related to end-users
Page 135
Governance disclosures
Business conduct (ESRS G1) G1-1
Business conduct policies and corporate culture
Page 136
Data privacy (company specific) Page 137
Corporate culture and data privacy company-specific metrics
Page 138
Targets related to corporate culture and data privacy
Page 138
Short-term incentive plan 2025
in Remuneration report
on
page 83.
Reference table
CONTINUED
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Sustainability statements
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 95
GOV-1
Percentage of board members who are independent
Page 95
GOV-4
Statement on due diligence Page 97
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 108
E1-1
Undertakings excluded from Paris-aligned Benchmarks
Page 108
E1-4 GHG emission reduction targets
Page 112
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 114
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 115
E1-6 Gross GHG emissions intensity
Page 116
E1-7
GHG removals and carbon credits Not material to us.
E1-9 Exposure of the benchmark portfolio to climate-related physical risks
Not material to us.
E1-9 Disaggregation of monetary amounts by acute and chronic physical risk
Not material to us.
E1-9 Location of significant assets at material physical risk
Not material to us.
E1-9
Breakdown of the carrying value of real estate assets by
energy-efficiency classes Not material to us.
E1-9
Degree of exposure of the portfolio to climate-related opportunities
Not material to us.
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.
List of data points that derive
from other EU legislation
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other EUlegislation
Reference to sustainability statements
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.
Biodiversity and ecosystems (E4)
SBM-3 List of material sites and biodiversity-sensitive areas
Not material to us.
SBM-3
Material negative impacts with regards to land degradation, desertification, orsoilsealing
Not material to us.
SBM-3
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 121
S1-1
Due diligence policies on issues addressed by the fundamental International Labor Organisation
Conventions 1 to 8
Page
121
S1-1
Processes and measures for preventing trafficking in human beings
Page 121
S1-1
Workplace accident prevention policy or management system
Not material to us.
S1-3
Grievance and complaints handling mechanisms
Page 122
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
Gender pay gap
Page
130
S1-16
Annual total remuneration ratio
Page
130
S1-17
Incidents and complaints Page
130
S1-17
Non-respect of U.N. Guiding Principles on Business and Human Rights, ILOprinciples, and/or
OECDGuidelines Not material to us.
Workers in the value chain (S2)
SBM-3 Significant risk of child labor or forced labor in the value chain
Page 132
S2-1
Human rights policy commitments Page 132
S2-1
Policies related to value chain workers
Page 132
S2-1
Non-respect of U.N. Guiding Principles on Business and Human Rights, ILOprinciples, and/or
OECDGuidelines Page 132
List of data points that derive from other EU legislation
CONTINUED
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Section ESRS Standard
Data point that derives from
other EUlegislation
Reference to sustainability statements
S2-1
Due diligence policies on issues addressed by the fundamental International LaborOrganisation
Conventions 1 to 8
Page 132
S2-4
Human rights issues and incidents connected to upstream and downstream valuechain
Page 133
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
OECDGuidelines 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 134
S4-1
Non-respect of U.N. Guiding Principles on Business and Human Rights, ILOprinciples, and/or
OECDGuidelines Page 134
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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Assessment of compliance with the EU
Taxonomy regulatoryframework
Introduction
The EU Taxonomy regulatory framework (Taxonomy), as
applicable for reporting in our 2024 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 2024, we continued to evaluate the impact of these delegated
acts and have not identified any changes in comparison to the
approach applied in the prior year.
The EU Taxonomy disclosures are part of our environmental
disclosures.
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 2024 and 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 148.
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
passenger 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.
EU Taxonomy
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.
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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.
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
asa 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 2024 and 2023.
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.
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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 within the FInancial statements. For accounting policies
regarding the recognition of revenues, see
Note 6 – Revenues
in the Financial statements.
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,
aswe 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 in the
Financial statements).
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 CapEx 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.
For the individual amounts reported in the consolidated financial statements and
correspondingaccounting policies, see
Note 17 – Goodwill and intangible assets other than
goodwill, Note 18 – Property, plant, and equipment,
and Note 19 – Leasing in the
Financial
statements.
Eligible CapEx, i.e., the numerator of the CapEx KPI, relates to the economic activities 6.5, 7.2,
and7.7.
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 in the
Financial statements.
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
in the Financial statements.
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’.
SeeNote 19 – Leasing in the Financial statements.
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
in
the Financial Statements). Itis 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 have considered the materiality of eligible OpEx in the context of total OpEx for the group.
We do not have any material eligible OpEx for any economic activity, therefore the numerator of
the OpEx KPI is considered to benil.
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Other contextual information on eligible
activities
Turnover
Eligible turnover can be summarized as follows:
in millions of euros, unless otherwise
stated
2024
% of
total 2023
% of
total
Eligible turnover – Data processing, hosting,
and related activities (8.1)
452 8%
393 7%
Total turnover 5,916
5,584
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
2024
% of
total 2023
% of
total
Activity 6.5 – Transport by motorbikes,
passengercars, and light commercial vehicles
17 10
Activity 7.2 – Renovation of existing buildings
2 5
Activity 7.7 – Acquisition and ownership
of buildings 22
23
Eligible CapEx 41
8% 38
9%
Total CapEx 540
410
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
orenables Taxonomy-eligible economic activities to become Taxonomy aligned.
Of the eligible CapEx, €4 million (2023: €0 million) was acquired through business combinations.
The increase in eligible CapEx in 2024 is explained by the acquisition of the Isabel Group
accountancy solutions in the current year, compared to smaller acquisitions in the prior year. The
percentage of eligible CapEx to total CapEx decreased in 2024 compared to 2023, due to certain
CapEx elements related to the 2024 acquisition that are included in the denominator but not
included in the numerator, specifically relating to intangible assets.
OpEx
Eligible OpEx can be summarized as follows:
in millions of euros, unless otherwise
stated
2024
2023
Eligible OpEx – –
Total OpEx 200
192
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 the
coming years.
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.
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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 2024 and 2023 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 2024, 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. 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
ofthe 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 2025, which potentially may result
insome aligned activities in future years.
Nuclear and fossil gas related activities
(Template 1 of Annex XII of the Disclosures
Delegated Act)
Nuclear energy related activities
1 The undertaking carries out, funds, or has exposures to research, development,
demonstration, and deployment of innovative electricity generation facilities
that produce energy from nuclear processes with minimal waste from the
fuelcycle.
No
2 The undertaking carries out, funds, or has exposures to construction and safe
operation of new nuclear installations to produce electricity or process heat,
including for the purposes of district heating or industrial processes such
ashydrogen production, as well as their safety upgrades, using best
availabletechnologies.
No
3 The undertaking carries out, funds, or has exposures to safe operation of
existing nuclear installations that produce electricity or process heat, including
for the purposes of district heating or industrial processes such as hydrogen
production from nuclear energy, as well as their safety upgrades.
No
Fossil gas related activities
4 The undertaking carries out, funds, or has exposures to construction or
operation of electricity generation facilities that produce electricity using fossil
gaseous fuels.
No
5 The undertaking carries out, funds, or has exposures to construction,
refurbishment, and operation of combined heat/cool and power generation
facilities using fossil gaseous fuels.
No
6 The undertaking carries out, funds, or has exposures to construction,
refurbishment, and operation of heat generation facilities that produce
heat/cool using fossil gaseous fuels.
No
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Proportion of turnover associated with Taxonomy-eligible and Taxonomy-aligned economic activities
2024 Substantial contribution criteria
DNSH criteria
(‘Do No Significant Harm’)
Economic activities
Codes
Turnover
Proportion of
turnover 2024
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 2023
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
452 8%
EL N/EL
N/EL N/EL
N/EL N/EL
7%
Turnover of Taxonomy-eligible but not environmentally
sustainable activities (not Taxonomy-aligned) (A.2)
452 8%
8% 0%
0% 0% 0%
0% 7%
Turnover of Taxonomy-eligible activities (A.1+A.2)
452 8%
8% 0%
0% 0% 0%
0% 7%
B. Taxonomy-non-eligible activities
Turnover of Taxonomy-non-eligible activities
5,464 92%
Total
5,916
100%
Y = Yes; N = No; EL = Taxonomy-eligible activity; N/EL = Taxonomy-non-eligible activity; E = Enabling;
T = Transitional
150
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Sustainability statements
EU Taxonomy
CONTINUED
Proportion of CapEx associated with Taxonomy-eligible and Taxonomy-aligned
economic activities
2024 Substantial contribution criteria
DNSH criteria
(‘Do No Significant Harm’)
Economic activities
Codes
CapEx
Proportion of
CapEx 2024
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 2023
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 17
3% EL
N/EL
N/EL N/EL
N/EL N/EL 2%
Renovation of existing buildings
7.2
2 1%
EL N/EL
N/EL N/EL
N/EL N/EL 1%
Acquisition and ownership of buildings
7.7
22 4%
EL N/EL
N/EL N/EL
N/EL N/EL
6%
CapEx of Taxonomy-eligible but not environmentally
sustainable activities (not Taxonomy-aligned) (A.2)
41 8%
9%
CapEx of Taxonomy-eligible activities (A.1+A.2)
41 8%
9%
B. Taxonomy-non-eligible activities
CapEx of Taxonomy-non-eligible activities
499
92%
Total
540 100%
Y = Yes; N = No; EL = Taxonomy-eligible activity; N/EL = Taxonomy-non-eligible activity; E = Enabling;
T = Transitional
151
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Wolters Kluwer 2024 Annual Report
Sustainability statements
EU Taxonomy
CONTINUED
Proportion of OpEx associated with Taxonomy-eligible and Taxonomy-aligned
economic activities
2024 Substantial contribution criteria
DNSH criteria
(‘Do No Significant Harm’)
Economic activities
Codes
OpEx
Proportion of
OpEx 2024
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 2023
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
200 100%
Total
200 100%
Y = Yes; N = No; EL = Taxonomy-eligible activity; N/EL = Taxonomy-non-eligible activity; E = Enabling;
T = Transitional
152
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Wolters Kluwer 2024 Annual Report
Sustainability statements
Financial
statements
154 2024 Financial statements
155 Consolidated financial statements
159 Notes to the consolidated financial
statements
214 Company financial statements
216 Notes to the company financial statements
153
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Wolters Kluwer 2024 Annual Report
Financial statements
155 Consolidated statement of profit or loss
155 Consolidated statement of comprehensive income
156 Consolidated statement of cash flows
157 Consolidated statement of financial position
158 Consolidated statement of changes in total equity
Notes to the consolidated financialstatements
159 Note 1 – General and basis of preparation
160 Note 2 – Material accounting policy information
162 Note 3 – Accounting estimates and judgments
162 Note 4 – Benchmark figures
166 Note 5 – Segment reporting
167 Note 6 – Revenues
170 Note 7 – Earnings per share
171 Note 8 – Acquisitions and divestments
173
Note 9 – Sales costs
174 Note 10 – General and administrative costs
174 Note 11 – Other gains and (losses)
174 Note 12 – Employee benefit expenses
174 Note 13 – Amortization, impairment, and depreciation
175 Note 14 – Financing results
175 Note 15 – Income tax expense
176 Note 16 – Non-controlling interests
177 Note 17 – Goodwill and intangible assets other than goodwill
181 Note 18 – Property, plant, and equipment
181 Note 19 – Leasing
183 Note 20 – Investments in equity-accounted associates
183 Note 21 – Financial assets
184 Note 22 – Tax assets and liabilities
185 Note 23 – Inventories
185 Note 24 – Contract assets and liabilities
187 Note 25 – Other receivables
188 Note 26 – Cash and cash equivalents
188 Note 27 – Trade and other payables
188 Note 28 – Net debt
190 Note 29 – Financial risk management
197 Note 30 – Employee benefits
204 Note 31 – Provisions
205 Note 32 – Capital and reserves
207 Note 33 – Share-based payments
210 Note 34 – Related party transactions
210 Note 35 – Audit fees
211 Note 36 – Commitments, contingent assets, and contingent liabilities
211 Note 37 – Remuneration of the Executive Board and the Supervisory Board
212 Note 38 – Overview of significant subsidiaries
213 Note 39 – Events after the reporting period
2024 Financial statements
154
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Wolters Kluwer 2024 Annual Report
Financial statements
| in millions of euros, unless otherwise stated, | |||
|
for the year ended December 31
|
2024
|
2023
|
|
|
Revenues
|
Note 5/6
|
5,91 6
|
5,584
|
|
Cost of revenues
|
Note 5
|
(1 , 6 2 6)
|
(1 , 5 7 6)
|
|
Gross profit
|
Note 5
|
4,290
|
4,008
|
|
Sales costs
|
Note 9
|
(9 6 9)
|
(9 2 9)
|
|
General and administrative
costs
|
Note 10
|
(1, 8 7 0)
|
(1 , 749)
|
|
Total operating expenses
|
Note 5
|
(2 , 8 3 9)
|
(2 , 6 7 8)
|
|
Other gains and (losses)
|
Note 11
|
(1 0)
|
(7)
|
|
Operating profit
|
Note 5
|
1, 4 41
|
1, 32 3
|
|
Financing income
|
52
|
55
|
|
|
Financing costs
|
(1 1 4)
|
(82)
|
|
|
Other finance income and (costs)
|
(3)
|
0
|
|
|
Total financing results
|
Note 14
|
(6 5)
|
(2 7)
|
|
Share of profit of equity-accounted
associates, net of tax
|
Note 20
|
2
|
1
|
|
Profit before tax
|
1, 378
|
1,2 97
|
|
|
Income tax expense
|
Note 15
|
(2 9 9)
|
(2 9 0)
|
|
Profit for the year
|
1,07 9
|
1,0 07
|
|
| Attributable to: | |||
|
– Owners of the company
|
1,07 9
|
1,0 07
|
|
|
– Non-controlling interests
|
Note 16
|
0
|
0
|
|
Profit for the year
|
1,07 9
|
1,0 07
|
|
| Earnings per share (EPS) (€) | |||
|
Basic EPS
|
Note 7
|
4.5 4
|
4 .1 1
|
|
Diluted EPS
|
Note 7
|
4. 52
|
4.09
|
| in millions of euros, | |||
|
for the year ended December 31
|
2024
|
2023
|
|
| Comprehensive income | |||
|
Profit for the year
|
1,07 9
|
1,0 07
|
|
| Other comprehensive income | |||
|
Items that are or may be reclassified
subsequently to the
consolidated statement ofprofitorloss:
|
|||
|
Exchange differences on translation of foreign operations
|
227
|
(1 2 6)
|
|
| Exchange differences on translation of equity-accounted | |||
|
associates
|
Note 20
|
0
|
(1)
|
|
Recycling of foreign exchange
differences on loss of control
|
Note 8
|
(1)
|
–
|
|
Gains/(losses) on hedges of
net investments in foreign
operations
|
(1 2)
|
3
|
|
|
Gains/(losses) on cash flow hedges
|
(1 2)
|
(2 2)
|
|
|
Net change in fair value of cash flow
hedges reclassified
to
the consolidated statementofprofit
or loss
|
Note 14
|
5
|
15
|
| Items that will not be reclassified to the consolidated | |||
| statement of profit or loss: | |||
|
Remeasurement gains/(losses)
on defined benefit plans
|
Note 30
|
(5)
|
(1)
|
|
Other comprehensive income/(loss) for the year, before tax
|
202
|
(13 2)
|
|
| Income tax on items that are or may be reclassified | |||
|
subsequently to the consolidated
statement ofprofit or loss
|
4
|
0
|
|
|
Income tax on items that will not
be reclassified to
the
consolidated statement
of profit orloss
|
1
|
0
|
|
|
Income tax on other comprehensive income
|
Note 22
|
5
|
0
|
|
Other comprehensive income/(loss) for the year
|
207
|
(13 2)
|
|
|
Total comprehensive income for the year
|
1, 286
|
875
|
|
| Attributable to: | |||
|
– Owners of the company
|
1, 285
|
875
|
|
|
– Non-controlling interests
|
1
|
0
|
|
|
Total comprehensive income for the year
|
1, 286
|
875
|
Consolidated statement of profit or loss
Consolidated statement of
comprehensiveincome
155
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Wolters Kluwer 2024 Annual Report
Financial statements
|
in millions of euros, for the year ended
December 31
|
2024
|
2023
|
|
| Cash flows from operating activities | |||
|
Profit for the year
|
1,07 9
|
1,0 07
|
|
| Adjustments for: | |||
|
Income tax expense
|
Note 15
|
299
|
290
|
|
Share of profit of equity-accounted
associates, net of tax
|
Note 20
|
(2)
|
(1)
|
|
Financing results
|
Note 14
|
65
|
27
|
|
Amortization, impairment, and depreciation
|
Note 13
|
479
|
445
|
| Book (profit)/loss on disposal of operations and non-current | |||
|
assets
|
(5)
|
(4)
|
|
|
Fair value changes of contingent considerations
|
Note 11
|
0
|
0
|
|
Additions to and releases from provisions
|
Note 31
|
14
|
12
|
|
Appropriation of provisions
|
Note 31
|
(9)
|
(1 0)
|
|
Changes in employee benefit provisions
|
(2 4)
|
(7)
|
|
|
Share-based payments
|
Note 12
|
31
|
31
|
|
Other adjustments
|
5
|
8
|
|
|
Adjustments excluding autonomous movements in working capital
|
853
|
791
|
|
|
Inventories
|
9
|
(7)
|
|
|
Contract assets
|
Note 24
|
16
|
(1 5)
|
|
Trade and other receivables
|
(4 8)
|
19
|
|
|
Deferred income
|
Note 24
|
73
|
80
|
|
Other contract liabilities
|
Note 24
|
(9)
|
0
|
|
Trade and other payables
|
41
|
21
|
|
|
Autonomous movements in working capital
|
82
|
98
|
|
|
Total adjustments
|
935
|
889
|
|
|
Net cash flows from operations
|
2, 014
|
1,896
|
|
|
Interest paid (including the interest
portion of lease payments)
|
(9 4)
|
(8 4)
|
|
|
Interest received
|
52
|
58
|
|
|
Paid income tax
|
Note 22
|
(3 1 8)
|
(3 2 5)
|
|
Net cash from operating
activities
|
1,65 4
|
1 , 5 45
|
|
in millions of euros, for the year ended
December 31
|
2024
|
2023
|
|
| Cash flows from investing activities | |||
|
Capital expenditure
|
Note 17/18
|
(3 1 4)
|
(3 2 4)
|
|
Proceeds from disposal of
other intangible assets
and
property, plant, and equipment
|
1
|
1
|
|
|
Acquisition spending, net of cash acquired
|
Note 8
|
(3 3 5)
|
(61)
|
|
Receipts from divestments,
net of cash disposed
|
Note 8
|
1
|
8
|
|
Dividends received
|
1
|
0
|
|
|
Cash used for settlement
of net investment hedges
|
(6)
|
2
|
|
|
Net cash used in investing
activities
|
(6 5 2)
|
(3 74)
|
|
| Cash flows from financing activities | |||
|
Repayment of loans
|
(7 3 8)
|
(9 2 6)
|
|
|
Proceeds from new loans
|
1, 2 37
|
977
|
|
|
Repayment of principal portion
of lease liabilities
|
Note 19
|
(6 2)
|
(6 5)
|
|
Collateral received/(paid)
|
(2)
|
–
|
|
|
Repurchased shares
|
Note 32
|
(1,000)
|
(1,000)
|
|
Dividends paid
|
(5 2 1)
|
(4 6 7)
|
|
|
Net cash used in financing activities
|
(1 , 0 8 6)
|
(1 , 4 8 1)
|
|
|
Net cash flows before effect
of exchange differences
|
(8 4)
|
(3 1 0)
|
|
| Exchange differences on cash and cash equivalents and bank | |||
|
overdrafts
|
40
|
(3 1)
|
|
|
Net change in cash and cash equivalents
and bank overdrafts
|
(4 4)
|
(3 41)
|
|
|
Cash and cash equivalents
less bank overdrafts at January
1
|
989
|
1,3 30
|
|
|
Cash and cash equivalents
less bank overdrafts at December
31
|
Note 26
|
945
|
989
|
|
Add: Bank overdrafts at
December 31
|
Note 26
|
9
|
146
|
|
Cash and cash equivalents
in the consolidated statement
of
financial position at December
31
|
Note 26
|
954
|
1 ,1 3 5
|
Consolidated statement of cash flows
156
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Financial statements
|
in millions of euros, at December 31
|
2024
|
2023
|
|
| Non-current assets | |||
|
Goodwill
|
Note 17
|
4,7 10
|
4,32 2
|
|
Intangible assets
other than goodwill
|
Note 17
|
1,735
|
1, 598
|
|
Property, plant, and equipment
|
Note 18
|
79
|
79
|
|
Right-of-use assets
|
Note 19
|
214
|
241
|
|
Investments in equity-accounted
associates
|
Note 20
|
13
|
11
|
|
Financial assets
|
Note 21
|
5
|
6
|
|
Non-current contract
assets
|
Note 24
|
18
|
18
|
|
Non-current other receivables
|
Note 25
|
11
|
14
|
|
Deferred tax assets
|
Note 22
|
56
|
51
|
|
Total non-current assets
|
6 , 8 41
|
6,340
|
|
| Current assets | |||
|
Inventories
|
Note 23
|
79
|
84
|
|
Contract assets
|
Note 24
|
14 8
|
160
|
|
Trade receivables
|
Note 24
|
1 ,1 2 9
|
1,087
|
|
Other receivables
|
Note 25
|
265
|
202
|
|
Current income tax assets
|
Note 22
|
82
|
86
|
|
Cash and cash equivalents
|
Note 26
|
954
|
1 ,1 3 5
|
|
Total current assets
|
2,65 7
|
2,75 4
|
|
|
Total assets
|
9,4 9 8
|
9,0 9 4
|
|
in millions of euros, at December 31
|
2024
|
2023
|
|
| Equity | |||
|
Issued share capital
|
Note 32
|
29
|
30
|
|
Share premium reserve
|
87
|
87
|
|
|
Legal reserves
|
540
|
328
|
|
|
Treasury shares
|
(47 0)
|
(7 3 4)
|
|
|
Retained earnings
|
1, 3 59
|
2 ,038
|
|
|
Equity attributable
to the owners of the company
|
Note 46
|
1, 5 45
|
1 , 749
|
|
Non-controlling interests
|
Note 16
|
0
|
0
|
|
Total equity
|
1, 5 45
|
1, 74 9
|
|
| Non-current liabilities | |||
|
Bonds
|
3 , 3 24
|
2,72 3
|
|
|
Private placements
|
122
|
127
|
|
|
Lease liabilities
|
179
|
209
|
|
|
Other long-term debt
|
38
|
27
|
|
|
Total long-term debt
|
Note 28
|
3 ,66 3
|
3,086
|
|
Deferred tax liabilities
|
Note 22
|
3 24
|
281
|
|
Employee benefits
|
Note 30
|
67
|
81
|
|
Provisions
|
Note 31
|
5
|
5
|
|
Non-current deferred income
|
Note 24
|
110
|
10 2
|
|
Total non-current liabilities
|
4 ,1 6 9
|
3,555
|
|
| Current liabilities | |||
|
Deferred income
|
Note 24
|
2,054
|
1, 899
|
|
Other contract liabilities
|
Note 24
|
76
|
86
|
|
Trade and other payables
|
Note 27
|
1,087
|
997
|
|
Current income tax liabilities
|
Note 22
|
117
|
128
|
|
Short-term provisions
|
Note 31
|
28
|
21
|
|
Borrowings and bank overdrafts
|
Note 28
|
359
|
196
|
|
Short-term bonds
|
Note 28
|
–
|
400
|
|
Short-term lease liabilities
|
Note 28
|
63
|
63
|
|
Total current liabilities
|
3,784
|
3 ,790
|
|
|
Total liabilities
|
7, 9 5 3
|
7, 3 4 5
|
|
|
Total equity and liabilities
|
9, 49 8
|
9, 0 9 4
|
Consolidated statement of financial position
157
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Financial statements
Legal reserves Other reserves
in millions of euros
Issued
share
capital
Share
premium
reserve
| Non- | ||||||||||
| Legal reserve | Hedge | Translation | Treasury | Retained | Shareholders’ | controlling | ||||
| participations | reserve | reserve | shares | earnings | equity |
interests
|
Total equity
|
|||
|
Balance at January 1, 2023
|
31
|
87
|
120
|
(1 0 6)
|
452
|
(7 3 5)
|
2 , 4 61
|
2, 310
|
0
|
2 , 3 10
|
|
Profit for the year
|
1,0 07
|
1,0 07
|
0
|
1,0 07
|
||||||
|
Other comprehensive income/(loss) for the year
|
(4)
|
(1 2 7)
|
(1)
|
(1 3 2)
|
0
|
(13 2)
|
||||
|
Total comprehensive income/(loss) for theyear
|
(4)
|
(1 2 7)
|
1,006
|
875
|
0
|
875
|
||||
| Transactions with owners of the company, recognized directly | ||||||||||
| in equity: | ||||||||||
|
Share-based payments
|
31
|
31
|
31
|
|||||||
|
Cancelation of shares
|
(1)
|
947
|
(9 4 6)
|
0
|
0
|
|||||
|
Release LTIP shares
|
54
|
(5 4)
|
0
|
0
|
||||||
|
Final cash dividend 2022
|
(2 9 1)
|
(2 9 1)
|
0
|
(2 9 1)
|
||||||
|
Interim cash dividend 2023
|
(1 7 6)
|
(17 6)
|
(1 7 6)
|
|||||||
|
Repurchased shares
|
(1,000)
|
(1,000)
|
(1,000)
|
|||||||
|
Other movements
|
(7)
|
7
|
0
|
0
|
||||||
|
Balance at December 31, 2023
|
30
|
87
|
113
|
(1 1 0)
|
325
|
(7 3 4)
|
2,03 8
|
1 , 74 9
|
0
|
1 , 74 9
|
|
Balance at January 1, 2024
|
30
|
87
|
113
|
(1 1 0)
|
325
|
(7 3 4)
|
2,03 8
|
1 , 74 9
|
0
|
1 , 74 9
|
|
Profit for the year
|
1,07 9
|
1,07 9
|
0
|
1 ,07 9
|
||||||
|
Other comprehensive income/(loss) for the year
|
(1 5)
|
225
|
0
|
(4)
|
206
|
1
|
207
|
|||
|
Total comprehensive income for theyear
|
(1 5)
|
225
|
0
|
1,075
|
1,28 5
|
1
|
1, 286
|
|||
| Transactions with owners of the company, recognized directly | ||||||||||
| in equity: | ||||||||||
|
Share-based payments
|
31
|
31
|
31
|
|||||||
|
Cancelation of shares
|
(1)
|
1 ,1 8 7
|
(1 ,1 8 6)
|
0
|
0
|
|||||
|
Release LTIP shares
|
77
|
(77)
|
0
|
0
|
||||||
|
Final cash dividend 2023
|
(3 24)
|
(3 24)
|
(1)
|
(3 2 5)
|
||||||
|
Interim cash dividend 2024
|
(1 9 6)
|
(19 6)
|
(1 9 6)
|
|||||||
|
Repurchased shares
|
(1,000)
|
(1,000)
|
(1,000)
|
|||||||
|
Other movements
|
2
|
0
|
(2)
|
0
|
0
|
|||||
|
Balance at December 31, 2024
|
29
|
87
|
115
|
(1 2 5)
|
550
|
(4 7 0)
|
1,3 59
|
1, 5 45
|
0
|
1,5 45
|
Consolidated statement of changesin total equity
158
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Financial statements
Note 1 – General and basis of preparation
General
Reporting entity
Wolters Kluwer N.V. (the company) with its
subsidiaries (together referred to as
‘the group’
and individually as ‘group entities’)
is a global provider of information,
software solutions,
and services for professionals
in the health, tax and accounting, financial
and corporate
compliance, legal and regulatory, and corporate
performance and ESG sectors.
Our expert
solutions combine deep domain knowledge with
technology to deliver both content
and
workflow automation to drive improved outcomes and productivity
for our customers
.
| The group maintains operations across the U.S. & Canada, Europe, Asia Pacific, and other |
regions (referred to as ‘Rest of
World’). The
company’s ordinary shares are quoted on
Euronext Amsterdam (WKL) and are included
in the AEX, Euronext 100,
and EURO STOXX
50 indices, among others.
The registered office of Wolters Kluwer
N.V. is located at Zuidpoolsingel 2, Alphen
aan den
Rijn, the Netherlands
, with its
statutory seat in Amsterdam
and a registration with
the
Dutch Commercial Register under number 33.202.517.
Statement of compliance
The consolidated financial statements
have been prepared in accordance with the
IFRS®
Accounting Standards (‘IFRS
Accounting Standards’) and
its interpretations, prevailing
as of
December 31, 2024,
as endorsed for use in the European
Union by the European
Commission.
These financial statements
were authorized for issuance by the Executive
Board and the
Supervisory Board on February
25, 2025. The adoption of the
financial statements and the
adoption of the dividend
are reserved for the shareholders in the
Annual General Meeting of
Shareholders on May 15, 2025.
Consolidated financial statements
The consolidated financial statements
of the company at and for the year ended December
31,
2024, comprise the group and the group’s
interest in associates.
The material accounting
policy information applied in the preparation
of these consolidated financial statements
is
set out in
Note 2 – Material accounting policy information
and the relevant respective notes
to the consolidated financial statements.
A list of subsidiaries has been filed with
the Chamber of Commerce in The Hague, the
Netherlands
, and is available from
the company upon request. An overview
of the
significant
subsidiaries is included in
Note 38 – Overview of
significant subsidiaries.
Basis of preparation
Basis of measurement
The consolidated financial statements
have been prepared under the historical cost
basis
except for the following material items
in the consolidated statement
of financial position:
• Financial assets and financial
liabilities (including derivative
financial instruments)
measured at fair value;
• Share-based payments; and
• Net defined employee benefit assets/liabilities.
Presentation currency
The consolidated financial statements
are presented in euros and rounded to the nearest
million, unless otherwise indicated.
Use of estimates and judgments
The preparation of financial statements
in conformity with the IFRS Accounting
Standards
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.
Refer
to Note 3 – Accounting estimates
and judgments.
Going concern
The Executive Board has
assessed the going concern
assumption as part of the preparation
of
the consolidated financial statements.
The Executive Board believes
that no events or
conditions give rise to
doubt about the ability of the group to continue
in operation for at
least 12 months from the
end of the reporting period.
This conclusion is drawn based
on knowledge of the group, the estimated
economic outlook,
and related identified
risks and uncertainties. Furthermore,
the conclusion is based on
a
review of the three-year strategic
plan and next year’s budget, including
expected
developments in liquidity and capital,
which includes the evaluation of current
credit
facilities
available, contractual and expected
maturities of financial liabilities,
and covenants.
Consequently, it was concluded
that it is reasonable to apply the going
concern assumption
for the preparation of
the consolidated financial statements.
Effect of new accounting standards
Except for the EU-endorsed amendments
below, the group has consistently applied
the
accounting policies set out in
Note 2 – Material accounting policy
information and the
relevant respective notes
to the consolidated financial statements
to all periods presented
in these financial statements.
Notes to the consolidated financial statements
159
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Financial statements
Notes to the consolidated financial statements
CONTINUED
Note 1 – General and basis of preparation
continued
The group has applied the following amendments
for the first time for the annual reporting
period commencing January 1, 2024:
• Supplier finance arrangements (amendments
to IAS 7 and IFRS 7);
• Classification of liabilities
as current or non-current (amendments to IAS
1);
• Non-current liabilities with
covenants (amendments to IAS 1); and
• Lease liability in a sale and leaseback
(amendments to IFRS 16).
The application of the above mentioned
amendments has not had any material impact on the
amounts reported or disclosed in these
financial statements.
Effect of forthcoming accounting standards
The following forthcoming amendments are not yet
effective for the year ended December
31,
2024, and have not been early adopted in preparing
these financial statements:
• Lack of exchangeability (amendments
to IAS 21);
• Classification and measurement
of financial instruments (amendments
to IFRS 9 and
IFRS 7);
• IFRS 18 – Presentation and Disclosures
in Financial Statements;
• IFRS 19 – Subsidiaries with Public Accountability:
Disclosures; and
• Sale or contribution of assets
between an investor and its associate
or joint venture
(amendments to IFRS 10 and IAS 28).
IFRS 18 will replace IAS 1, for annual reporting
periods beginning on or after January 1,
2027.
The new standard will retain many of the requirements
from IAS 1 and will add new
complementary requirements to the existing
ones. In addition, some of the IAS
1
requirements have been moved to IAS 8 and
IFRS 7, while minor amendments were affected
for IAS 7 and IAS 33 (these amendments
will become effective when IFRS 18 is applied).
IFRS 18 will introduce new requirements
to:
• Present specified categories
and defined subtotals in the statement
of profit or loss;
• Disclose management-defined performance
measures (MPMs) in the notes to the financial
statements; and
• Improve aggregation and disaggregation.
The application of IFRS 18 will require
updates to the disclosures in the financial
statements.
The other amendments are not expected
to have a significant impact on the financial
statements of the group.
Comparatives
Within Tax & Accounting,
we reclassified €25 million in revenues
from multi-year contracts to
contracts of one year or
less and within Health we reclassified
€27 million in revenues from
contracts of one year or
less to multi-year contracts,
in the comparative disclosures. Refer
to
Note 6 – Revenues.
Certain other immaterial
reclassifications are made to
certain notes to conform to the current
year presentation and to improve
insights. These reclassifications
have had no impact on the
comparative shareholders’
equity or comparative profit for
the year.
Note 2 – Material accounting policy information
Except for the changes explained
in Note 1 – General and basis of
preparation, the group
has consistently applied the
material accounting policies to all
periods presented in
these
consolidated financial statements.
The main principles for
the determination and
presentation of results and the
valuation and presentation of assets
and liabilities are
described
in the relevant respective notes
to the consolidated financial statements.
Basis of consolidation
Loss of control
Upon loss of control, the group derecognizes
the assets and liabilities of the
subsidiary, any
non-controlling interests, and
the
other components of equity related
to the subsidiary. Any
surplus or deficit arising from the loss
of control is recognized in profit or loss.
If the group retains any equity interest
in the former subsidiary, such interest
is measured at
fair value at the date that control is lost.
Subsequently, the remaining interest is accounted
for as an equity-accounted associate
or as a financial asset at fair value through
profit or loss
or other comprehensive income (OCI), depending on the level of influence retained.
Foreign currency
Functional and presentation currency
Items included in the financial statements
of each of the group entities are measured
using
the currency of the primary
economic environment in which the group entities
operate
(the
functional currency). The
consolidated financial statements are presented
in euros,
which
is the group’s presentation currency.
Foreign currency transactions and balances
Foreign currency transactions are translated
into the functional currency of the group
entities using the exchange rates
prevailing at the transaction dates.
Foreign exchange gains
and losses resulting from the settlement
of such transactions during the year
and from the
translation of monetary assets
and liabilities denominated in foreign currencies
at year-end
exchange rates are recognized in
profit or loss
.
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Financial statements
Notes to the consolidated financial statements
CONTINUED
Note 2 – Material accounting policy information
continued
Foreign currency differences
arising from the following items are recognized
in other
comprehensive income:
•
Qualifying cash flow hedges to the
extent that the hedge is effective;
and
•
Qualifying net investment hedges
on foreign operations to the extent
that the hedge
is
effective.
Non-monetary assets
and liabilities in a foreign currency that
are measured in terms of
historical cost are translated
using the exchange rates at the transaction
dates. Non-
monetary assets
and liabilities denominated in foreign currencies,
that are stated at fair
value, are translated to
the functional currency at the foreign
exchange rates prevailing
on
the dates the fair value was
determined.
Foreign operations
The assets and liabilities
of group companies are translated to
euros at foreign exchange
rates prevailing at the
end of the reporting period. Income and
expenses of group companies
are translated to euros
at exchange rates on the transaction
dates. All
resulting exchange
differences are recognized
as a component of other comprehensive
income in the translation
reserve.
When a foreign currency-denominated
subsidiary or equity-accounted associates
is disposed
of, exchange differences that
were recognized in other comprehensive
income prior to the
sale are reclassified to
profit or loss as part of the gain or loss
on divestments.
Net investment in foreign
operations
Net investment in foreign operations
includes equity financing and long-term intercompany
loans for which settlement
is neither planned nor likely to occur in the
foreseeable future.
Exchange differences arising
from the translation of the
net investment in foreign operations,
and of related hedges, are
taken to the translation reserve
of foreign operations in other
comprehensive income.
| Main currency exchange rates | ||
|
rates to the euro
|
2024
|
2023
|
|
U.S. dollar (average)
|
1.08
|
1.08
|
|
U.S. dollar (at December 31)
|
1.04
|
1.11
|
Principles underlying
the statement of cash
flows
General
Bank overdrafts repayable
on demand are included as cash and cash
equivalents in the
consolidated statement
of cash flows to the extent
that they form an integral part
of the
group’s cash management. However,
in the consolidated statement of financial
position,
bank overdrafts are presented
separately as the offsetting
criteria are not met.
Cash flows from operating
activities
Cash flows from operating
activities are calculated using
the indirect method by adjusting
the
consolidated profit for the year for
items that are not cash flows and for autonomous
movements in working capital
(excluding the impact of acquisitions/divestments,
foreign
exchanges differences,
and reclassifications to assets/liabilities
classified as held for sale).
Cash flows from operating
activities include receipts from
customers, cash payments
to
employees and suppliers,
paid financing costs of operating activities
(including interest paid
and received, the interest
portion of lease payments, paid
financing fees, and cash flows
resulting from derivatives
not qualifying for hedge accounting), acquisition
and divestment-
related costs paid, spending
on restructuring provisions,
and income taxes paid.
Cash flows from investing
activities
Cash flows from investing
activities are those arising
from capital expenditure on and
disposal of other intangible
assets and property, plant,
and equipment, acquisitions and
sale
of subsidiaries and equity-accounted associates,
dividends received, and cash flows
from
the settlement of net investment
hedges.
Dividends received are receipts
from equity-accounted associates and
financial assets
measured at fair value through
profit or loss or other comprehensive income.
Cash receipts and payments
from the settlement of derivative
financial instruments are
classified in the same
manner as the cash flows of the hedged
items. The group primarily
uses
derivatives for hedging its
net investments in U.S. dollar-denominated
subsidiaries.
As
a result, cash receipts and
payments from the settlement
of derivatives are classified
under
cash flows from investing activities.
Cash flows from financing
activities
The cash flows from financing
activities comprise the cash
receipts and payments from issued
and repurchased shares,
long-term debt instruments, short-term
financing, repayments of
the
principal portion of lease
liabilities, and dividends paid. Dividends
paid are to the owners of
the company and the non-controlling
interests.
161
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Financial statements
Notes to the consolidated financial statements
CONTINUED
Note 2 – Material accounting policy information
continued
Financial instruments
Financial instruments
comprise the following:
•
Non-derivative financial assets
and liabilities: financial assets at fair
value through profit or
loss,
trade
and miscellaneous
receivables,
cash and cash equivalents,
borrowings and bank
overdrafts, trade payables,
and short- and
long-term debt; and
•
Derivative financial assets
and liabilities: cross-currency interest
rate swaps, net
investment hedges,
and currency forwards.
The group recognizes non-derivative
financial assets and liabilities on the
trade date.
Note 3 – Accounting estimates
and judgments
The preparation of the financial statements
in conformity with the IFRS Accounting
Standards
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 the double materiality assessment
and the group’s emissions reduction targets
and associated abatement plans.
Management concluded that the financial
impact of climate-
related matters on estimates
and judgments is not material. For information
on our climate-
related resilience analysis, please
see Material impacts and their
interaction with strategy
and business model (SBM-3) in the
Sustainability statements
on pages 103 and
108.
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 Accounting Standards
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.
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.
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Financial statements
Notes to the consolidated financial statements
CONTINUED
Note 4 – Benchmark figures continued
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.
Benchmark figures
in millions of euros, unless otherwise
stated
2024 2023
Change in
actual
currencies
(%)
Change in
constant
currencies
(%)
*
Revenues 5,916
5,584 6
6
Organic revenue growth (%)
6 6
Adjusted operating profit
1,600 1,476
8 8
Adjusted operating profit
margin (%)
27.1
26.4
Adjusted net profit
1,185
1,119 6
7
Adjusted net financing costs
(62)
(27)
130 56
Adjusted free cash flow
1,276 1,164
10 9
Cash conversion ratio (%)
102 100
Return on invested capital
(ROIC) (%)
18.1
16.8
Net debt
Note 28
3,134
2,612
20
Net-debt-to-EBITDA
ratio
1.6 1.5
Diluted adjusted EPS (€)
4.97
4.55 9
Diluted adjusted EPS in constant
currencies (€)
*
5.01 4.53
11
Diluted adjusted free cash
flow per share (€)
5.35 4.73
13 13
*
Constant currencies at average
euro-exchange rates
of prior year. Refer to
Note 2 – Material accounting
policy information and
Glossary for more information.
Revenue bridge
€ million %
Revenues 2023 5,584
Organic change
325 6
Acquisitions 17
0
Divestments
(9) 0
Currency impact
(1) 0
Revenues 2024 5,916
6
163
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Financial statements
Notes to the consolidated financial statements
CONTINUED
Note 4 – Benchmark figures continued
Reconciliation between operating profit and adjusted operating profit
2024 2023
Operating profit 1,441
1,323
Amortization and impairment
of acquired identifiable
intangible assets and goodwill
Note 13
149 146
Non-benchmark items in operating profit Note 11
10 7
Adjusted operating profit
1,600
1,476
Reconciliation between total
financing results and adjusted net
financingcosts
2024 2023
Total financing results
Note 14
(65)
(27)
Non-benchmark items in total
financing results
Note 14
3 0
Adjusted net financing costs
(62)
(27)
Reconciliation between profit
for the year and adjusted net profit
2024 2023
Profit for the year attributable
to the owners of the company
(A) 1,079
1,007
Amortization and impairment
of acquired identifiable intangibleassets
and
goodwill 149
146
Tax benefits on amortization
and impairment of acquired identifiable
intangible assets
(38)
(37)
Non-benchmark items, net
of tax
(5) 3
Adjusted net profit (B)
1,185
1,119
Summary of non-benchmark items
2024 2023
Included in operating profit:
Other gains and (losses)
Note 11
(10)
(7)
Included in total financing results:
Other finance income and (costs)
Note 14
(3) 0
Total non-benchmark items before
tax (13)
(7)
Tax benefits/(charges)
on non-benchmark items
18 4
Impact of changes in tax rates
Note 15
0 0
Non-benchmark items, net
of tax
5 (3)
Reconciliation between net
cash from operating activities
and adjusted free cash flow
2024 2023
Net cash from operating
activities
1,654
1,545
Net capital expenditure
(313)
(323)
Repayment of principal portion
of lease liabilities
(62)
(65)
Paid acquisition-related costs
Note 8
7 7
Paid divestment-related
costs
Note 8
5 0
Dividends received
1 0
Income tax paid/(received) on divested
assets
(16)
0
Adjusted free cash flow (C)
1,276 1,164
Return on invested capital (ROIC)
in millions of euros, unless otherwise
stated
2024 2023
Adjusted operating profit
1,600
1,476
Allocated tax
(370)
(338)
Net operating profit after
allocated tax (NOPAT)
1,230
1,138
Average invested capital
6,788
6,780
ROIC (NOPAT/Average invested
capital) (%)
18.1
16.8
Allocated tax is the adjusted
operating profit multiplied by the
benchmark tax rate.
164
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Notes to the consolidated financial statements
CONTINUED
Note 4 – Benchmark figures continued
Per share information
in euro, unless otherwise stated
2024 2023
Total number of ordinary shares outstanding
at December 31
(in millions of shares)
Note 32 234.4
240.5
Weighted-average number of ordinary
shares (D)
(in millions of shares)
Note 7 237.5
244.9
Diluted weighted-average
number of ordinary shares (E)
(in millions of shares)
Note 7 238.4
246.0
Adjusted EPS (B/D)
4.99
4.57
Diluted adjusted EPS (B/E)
4.97
4.55
Diluted adjusted EPS in constant
currencies
5.01 4.53
Basic EPS (A/D)
Note 7
4.54
4.11
Diluted EPS (A/E)
Note 7
4.52 4.09
Adjusted free cash flow per
share (C/D)
5.37
4.75
Diluted adjusted free cash
flow per share (C/E)
5.35
4.73
Benchmark tax rate
in millions of euros, unless otherwise
stated
2024 2023
Income tax expense
Note 15
299 290
Tax benefits on amortization
and impairment of acquired
identifiable intangible assets
38 37
Tax benefits/(charges)
on non-benchmark items
18 4
Impact of changes in tax rates
0 0
Tax on adjusted profit
(F) 355
331
Adjusted net profit (B)
1,185
1,119
Adjustment for non-controlling interests
0 0
Adjusted profit before tax
(G) 1,540
1,450
Benchmark tax rate (F/G)
(%) 23.1
22.9
Cash conversion ratio
in millions of euros, unless otherwise
stated
2024 2023
Operating profit 1,441
1,323
Amortization, impairment, and depreciation
Note 13
479 445
EBITDA 1,920
1,768
Non-benchmark items in operating profit Note 11
10 7
Adjusted EBITDA
1,930
1,775
Autonomous movements in working capital
82 98
Net capital expenditure
(313)
(323)
Book (profit)/loss on sale
of non-current assets
(2) 0
Repayment of principal portion
of lease liabilities
Note 19
(62)
(65)
Interest portion of lease
payments
Note 19
(8) (9)
Adjusted operating cash
flow (H)
1,627 1,476
Adjusted operating profit
(I) 1,600
1,476
Cash conversion ratio
(H/I) (%)
102 100
165
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Notes to the consolidated financial statements
CONTINUED
| 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
|
2024
|
2023
|
2024
|
2023
|
2024
|
2023
|
2024
|
2023
|
2024
|
2023
|
2024
|
2023
|
2024
|
2023
|
|
Revenues from contracts
with third parties
|
1,584
|
1,508
|
1,561
|
1,466
|
1,105
|
1,052
|
946
|
875
|
720
|
683
|
–
|
–
|
5,916
|
5,584
|
|
Cost of revenues
|
(479)
|
(460)
|
(421)
|
(399)
|
(255)
|
(247)
|
(257)
|
(257)
|
(214)
|
(213)
|
–
|
–
|
(1,626)
|
(1,576)
|
|
Gross profit
|
1,105
|
1,048
|
1,140
|
1,067
|
850
|
805
|
689
|
618
|
506
|
470
|
0
|
0
|
4,290
|
4,008
|
|
Sales costs
|
(237)
|
(237)
|
(227)
|
(217)
|
(138)
|
(134)
|
(162)
|
(148)
|
(205)
|
(193)
|
–
|
–
|
(969)
|
(929)
|
|
General and administrative
costs
|
(424)
|
(401)
|
(413)
|
(388)
|
(297)
|
(286)
|
(378)
|
(358)
|
(289)
|
(250)
|
(69)
|
(66)
|
(1,870)
|
(1,749)
|
|
Total operating expenses
|
(661)
|
(638)
|
(640)
|
(605)
|
(435)
|
(420)
|
(540)
|
(506)
|
(494)
|
(443)
|
(69)
|
(66)
|
(2,839)
|
(2,678)
|
|
Other gains and (losses)
|
(4)
|
(4)
|
(3)
|
(2)
|
0
|
(2)
|
(4)
|
2
|
1
|
(1)
|
–
|
–
|
(10)
|
(7)
|
|
Operating profit
|
440
|
406
|
497
|
460
|
415
|
383
|
145
|
114
|
13
|
26
|
(69)
|
(66)
|
1,441
|
1,323
|
|
Amortization of acquired
identifiable intangible
assets
|
34
|
44
|
19
|
17
|
18
|
18
|
27
|
26
|
49
|
41
|
–
|
–
|
147
|
146
|
|
Impairment of goodwill
|
2
|
–
|
–
|
–
|
–
|
–
|
–
|
–
|
–
|
–
|
–
|
–
|
2
|
0
|
|
Non-benchmark items in operating
profit
|
4
|
4
|
3
|
2
|
0
|
2
|
4
|
(2)
|
(1)
|
1
|
–
|
–
|
10
|
7
|
|
Adjusted operating profit
|
480
|
454
|
519
|
479
|
433
|
403
|
176
|
138
|
61
|
68
|
(69)
|
(66)
|
1,600
|
1,476
|
|
Amortization of other
intangible assets
and depreciation of PPE and
right-of-use assets
|
(47)
|
(47)
|
(80)
|
(77)
|
(43)
|
(46)
|
(64)
|
(62)
|
(73)
|
(62)
|
0
|
0
|
(307)
|
(294)
|
|
Impairment of other intangible
assets, PPE, and right-of-use
assets
|
(13)
|
0
|
(4)
|
(2)
|
(4)
|
0
|
(2)
|
(1)
|
0
|
(2)
|
–
|
–
|
(23)
|
(5)
|
|
Goodwill and acquired identifiable
intangible assets
at December 31
|
1,300
|
1,260
|
1,656
|
1,284
|
1,210
|
1,159
|
755
|
725
|
727
|
766
|
–
|
–
|
5,648
|
5,194
|
|
Net capital expenditure
|
43
|
49
|
68
|
74
|
54
|
58
|
53
|
58
|
95
|
84
|
0
|
0
|
313
|
323
|
|
Number of FTEs at December 31
|
3,401
|
3,333
|
7,159
|
7,276
|
3,030
|
3,056
|
4,147
|
4,033
|
3,315
|
3,215
|
148
|
143
|
21,200
|
21,056
|
*
The corporate function does not represent an operating segment.
166
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Notes to the consolidated financial statements
CONTINUED
Note 5 – Segment reporting
continued
Material accounting policy information
An operating segment
is a component of
the group that engages in business
activities from
which it may earn revenues and incur
expenses. The five global operating
divisions are
based on strategic
customer segments: Health;
Tax
& Accounting; Financial & Corporate
Compliance; Legal & Regulatory;
and Corporate Performance & ESG.
This segment
information is based on the
group’s management and internal reporting
structure. All
operating segments
are regularly reviewed by the Executive
Board, within Wolters Kluwer
defined as the group’s chief operating
decision-maker, to make decisions about
resources
to be allocated to the segments
and to assess their performance to the
extent whereby
discrete financial information
is available.
The Executive Board reviews
the financial performance of the segments
and the allocation
of resources based on revenues
and adjusted operating profit. Revenues
from internal
transactions between
the operating segments
are conducted at arm’s length with terms
equivalent to comparable transactions
with third parties. These
internal revenues are
limited and therefore excluded
from the segment reporting
table.
Segment results reported
to the Executive Board include items
directly attributable
to
a segment as well as those
that can be allocated on a reasonable basis.
Costs
(and associated FTEs) and
net capital expenditure incurred
on behalf of
the
segments by
Global Business Services and Digital
eXperience Group are allocated
to
the operating
segments.
Non-current interest-bearing
liabilities and deferred tax
liabilities are not considered to
be
segment liabilities as these
are primarily managed by the corporate
treasury and tax
functions. Operating
working capital is not managed at the operating
segment level,
but
at a country or regional level.
| Total non-current assets per geographic region | ||||
| 2024 | 2023 | |||
| in millions of euros, unless otherwise stated | % | % | ||
|
The Netherlands
|
703
|
11
|
715
|
11
|
|
Europe (excluding the Netherlands)
|
1,642
|
24
|
1,302
|
21
|
|
U.S. and Canada
|
4,352
|
64
|
4,176
|
67
|
|
Asia Pacific
|
71
|
1
|
76
|
1
|
|
Rest of World
|
17
|
0
|
20
|
0
|
|
Total
|
6,785
|
100
|
6,289
|
100
|
Non-current assets per region
exclude deferred tax assets
and derivative financial instruments.
Other disclosures
For both 2024 and 2023, there are no customers
with revenues that exceed 10%
of the group’s
total revenues.
For the revenues per geographic region,
refer to Note 6 – Revenues.
| Note 6 – Revenues | ||
|
2024
|
2023
|
|
|
Revenues from contracts
with third parties
|
5,916
|
5,584
|
Material accounting policy information
Subscriptions
Revenues related to subscriptions
are recognized over the period in which
the goods are
transferred and/or
content is made available online and when the goods
and/or content
involved are similar in value to the customer
over time. Subscription income received
or
receivable in advance of the
delivery of goods and/or content is presented
as deferred
income (a contract liability)
in the consolidated statement of financial
position.
Licenses
License fees for the use
of the group’s software products
and/or services are recognized
in
accordance with the substance of
the agreement. Revenues
from licenses representing
a
right to access are recognized over
time on a straight-line basis. In case
a right-to-access
license is invoiced to a customer
as a one-time upfront fee, revenue is recognized
over
a
period of between 12 and 60 months
depending on the nature of the license.
In case of
a
transfer of rights (i.e., right-to-use
license), which permits the licensee to
exploit those
rights freely and the group
as a licensor has no remaining obligations
to perform after
delivery, revenues are recognized
at the time the control of the license
is transferred to
a
customer, considering any significant
customer acceptance clauses.
Goods
Revenues from the sale of
goods are recognized at a point in time
upon shipment or upon
delivery when control is
transferred to a
customer, provided that ultimate
collectability
and final acceptance by the customer are reasonably
assured.
When goods are sold with
a right to return, the group recognizes
the revenues of the
transferred goods
for the amount the group expects
to be entitled to, a refund contract
liability, and an asset for
the group’s right to recover goods
on settling the refund contract
liability.
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CONTINUED
Note 6 – Revenues
continued
Services
Revenues from providing services are recognized
in the period in which the related
performance obligations are satisfied.
For fixed-price contracts,
revenues are recognized
based on the actual service provided
as a proportion of the total services
to be provided
because the customer receives
and uses the benefits simultaneously.
In case of fixed-price
contracts, the customer
pays the fixed amount based on a payment
schedule. If the
contract includes an hourly fee, revenues
are recognized in the amount to which the
group
has a right to invoice.
Implementation services
Revenues from providing implementation
services are based on input or output
methods,
subject to contractual arrangements,
and are recognized over the implementation
period,
or upon full completion of the implementation, depending on when the customer can
benefit from the service.
Multi-element contracts
There are arrangements that include various
combinations of performance obligations,
such as software licenses,
services, training, hosting,
and implementation. A performance
obligation is only distinct if the customer
can benefit from goods and/or services
on their
own or together with other
resources that are readily available to the
customer, and the
promise to transfer goods and/or services
is separately identifiable from other
promises
in the contract. Goods
and/or services that are not distinct
are bundled with other goods
and/or services in the contract,
until a bundle of goods and/or services is created
that is
distinct, resulting in a single performance
obligation.
Where performance obligations are satisfied
over different periods of time, revenues
are
allocated to the respective
performance obligations based
on relative stand-alone selling
prices at contract inception, and revenues
are recognized as each performance obligation
is satisfied.
Agent/principal arrangements
If the group acts as an agent, whereby
the group sells goods and/or services
on behalf of
a principal, the group recognizes
the amount of the net consideration as
revenues. If the
group acts as a principal, the group
recognizes the gross consideration
for the specific
goods and/or services transferred.
Variable consideration
Discounts, return of goods
and/or services, usage-based
prices, and index-based pricing
are the most common forms
of variable considerations within the
group. Discounts are
often contractually agreed
and allocated to all distinct performance
obligations, unless
there is a specific discount
policy for a performance obligation.
Volume-related discounts,
return of goods and/or
services, and usage-based
prices are estimated at contract
inception and periodically
reassessed during the contract
term. The group considers
normal price increases based
on local inflation rates or customary
business practices as
compensation for cost price increases and not as variable
consideration. Considerations
are recognized pro rata over
the term of the contract in case
the group estimates at
contract inception that price
increases are beyond compensation
for cost price increases.
Financing components
As a practical expedient,
the group does not adjust the consideration
for the effects of a
significant financing component if the group
expects that the
period between the transfer
of the promised goods and/or
services to the customer and payment
by the customer
is one year or less. The group has no
significant contracts with
a period of one year or
more between the transfer of goods and/or
services and the payment of
the consideration.
Consequently, the group does not adjust
transaction prices for the
time value of
money.
Cost of revenues
Cost of revenues comprises directly attributable
costs of goods and/or services sold.
For digital products and services,
cost of
revenues may include data maintenance, hosting,
license fees, royalties,
product support, employee benefit expenses,
subcontracted work,
training, and
other costs incurred to support
and maintain the products, applications,
and/or services.
For print products, cost of revenues
may include cost for paper, printing and binding,
royalties, employee benefit expenses,
subcontracted work, shipping costs,
and other
incurred costs
.
Estimates and judgments
IFRS 15 – Revenue from Contracts
with Customers requires management
to make estimates
and judgments on the characteristics
of a performance obligation, (un)bundling
of multi-
element arrangements, and
whether revenues should be recognized
over time or at a point
in time. In addition, management
makes estimates of the stand-alone
selling prices of
performance obligations, variable considerations,
and product and contract lives.
When another party is involved
in providing goods and/or services
to a customer,
management makes a judgment whether
the promise to the customer is
a performance
obligation by the group
(i.e., acting as a principal) or by another
party (i.e., acting as an
agent). The group acts mostly
as the principal in its customer contracts.
For the judgments applied to
the incremental cost to obtain a
contract, refer to
Note 24
– Contract assets and
liabilities.
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Notes to the consolidated financial statements
CONTINUED
Note 6 – Revenues
continued
Disaggregation of revenues
| Revenues by recognition pattern and contract length | Tax & | Financial & Corporate | Legal & | Corporate | ||||||||
| Health | Accounting | Compliance | Regulatory |
Performance & ESG
|
Total
|
|||||||
|
reporting per segment
|
2024
|
2023
*
|
2024
|
2023
*
|
2024
|
2023
|
2024
|
2023
|
2024
|
2023
|
2024
|
2023
*
|
| Revenue by recognition pattern | ||||||||||||
|
At a point in time recognition
|
259
|
253
|
197
|
193
|
379
|
366
|
252
|
246
|
70
|
103
|
1,157
|
1,161
|
|
Over time recognition
|
1,325
|
1,255
|
1,364
|
1,273
|
726
|
686
|
694
|
629
|
650
|
580
|
4,759
|
4,423
|
|
Revenues from contracts
with third parties
|
1,584
|
1,508
|
1,561
|
1,466
|
1,105
|
1,052
|
946
|
875
|
720
|
683
|
5,916
|
5,584
|
| Revenue by contract length | ||||||||||||
|
Contracts one year or less
|
1,010
|
936
|
1,404
|
1,304
|
887
|
844
|
685
|
644
|
339
|
354
|
4,325
|
4,082
|
|
Multi-year contracts
|
574
|
572
|
157
|
162
|
218
|
208
|
261
|
231
|
381
|
329
|
1,591
|
1,502
|
|
Revenues from contracts
with third parties
|
1,584
|
1,508
|
1,561
|
1,466
|
1,105
|
1,052
|
946
|
875
|
720
|
683
|
5,916
|
5,584
|
*
| Restated for certain reclassifications. See Note 1 – General and basis of preparation. | ||||||||||||
| Revenues by media format | Tax & | Financial & Corporate | Legal & | Corporate | ||||||||
| Health | Accounting | Compliance | Regulatory |
Performance & ESG
|
Total
|
|||||||
|
reporting per segment
|
2024
|
2023
|
2024
|
2023
|
2024
|
2023
|
2024
|
2023
|
2024
|
2023
|
2024
|
2023
|
|
Digital
|
1,427
|
1,348
|
1,495
|
1,398
|
578
|
558
|
815
|
736
|
720
|
683
|
5,035
|
4,723
|
|
Services
|
4
|
4
|
34
|
33
|
522
|
488
|
9
|
9
|
0
|
0
|
569
|
534
|
|
Print
|
153
|
156
|
32
|
35
|
5
|
6
|
122
|
130
|
–
|
–
|
312
|
327
|
|
Revenues from contracts
with third parties
|
1,584
|
1,508
|
1,561
|
1,466
|
1,105
|
1,052
|
946
|
875
|
720
|
683
|
5,916
|
5,584
|
| Recurring/non-recurring revenues | ||||||||||||
| Tax & | Financial & Corporate | Legal & | Corporate | |||||||||
| Health | Accounting | Compliance | Regulatory |
Performance & ESG
|
Total
|
|||||||
|
reporting per segment
|
2024
|
2023
|
2024
|
2023
|
2024
|
2023
|
2024
|
2023
|
2024
|
2023
|
2024
|
2023
|
|
Recurring revenues
|
1,449
|
1,374
|
1,431
|
1,339
|
744
|
704
|
746
|
683
|
498
|
443
|
4,868
|
4,543
|
|
Non-recurring revenues
|
135
|
134
|
130
|
127
|
361
|
348
|
200
|
192
|
222
|
240
|
1,048
|
1,041
|
|
Revenues from contracts
with third parties
|
1,584
|
1,508
|
1,561
|
1,466
|
1,105
|
1,052
|
946
|
875
|
720
|
683
|
5,916
|
5,584
|
169
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Financial statements
Notes to the consolidated financial statements
CONTINUED
Note 6 – Revenues
continued
| Revenues by type | ||||
|
Digital and service subscription
|
4,458
|
2024
|
4,134
|
2023
|
|
Print subscription
|
125
|
136
|
||
|
Other recurring
|
285
|
273
|
||
|
Total recurring revenues
|
4,868
|
4,543
|
||
|
Print books
|
120
|
120
|
||
|
Legal Services transactional
|
306
|
283
|
||
|
Financial Services transactional
|
130
|
128
|
||
|
Other non-recurring
*
|
492
|
510
|
||
|
Total non-recurring revenues
|
1,048
|
1,041
|
||
|
Revenues from contracts
with third parties
|
5,916
|
5,584
|
*
Other non-recurring revenues include software
licenses, software implementation fees,
professional
services, and other non-subscription offerings.
| Revenues per geographic region | ||||
| 2024 | 2023 | |||
| in millions of euros, unless otherwise stated | % | % | ||
|
The Netherlands
|
248
|
4
|
227
|
4
|
|
Europe (excluding the Netherlands)
|
1,415
|
24
|
1,342
|
24
|
|
U.S. and Canada
|
3,791
|
64
|
3,577
|
64
|
|
Asia Pacific
|
351
|
6
|
345
|
6
|
|
Rest of World
|
111
|
2
|
93
|
2
|
|
Revenues from contracts
with third parties
|
5,916
|
100
|
5,584
|
100
|
Note 7 – Earnings per share
The group presents basic and diluted earnings
per share data for its ordinary shares.
Basic earnings per share
Basic earnings per share is calculated by
dividing the profit for the year attributable
to the
ordinary equity holders of the company by the weighted-average
number of ordinary shares
outstanding during the year after adjusting
for treasury shares.
| Profit for the year | ||
|
2024
|
2023
|
|
|
Profit for the year attributable
to the owners of the company
(A)
|
1,079
|
1,007
|
| Weighted-average number of ordinary shares for the year | |||
|
in millions of shares, unless otherwise
stated
|
2024
|
2023
|
|
|
Outstanding ordinary shares at January 1
|
Note 32
|
248.5
|
257.5
|
|
Effect of cancelation of shares
|
(2.9)
|
(3.4)
|
|
|
Effect of repurchased shares
|
(8.1)
|
(9.2)
|
|
|
Weighted-average number of ordinary
shares (B)
|
237.5
|
244.9
|
|
|
Basic EPS (A/B) (€)
|
4.54
|
4.11
|
Diluted earnings per share
Diluted earnings per share is calculated
by dividing the profit for the year attributable
to
ordinary equity holders of the company by the
diluted weighted-average number of ordinary
shares outstanding during the year after
adjusting for treasury shares and for the
effects of
all dilutive potential ordinary shares,
which consist of
LTIP and RSU shares
granted.
| Diluted weighted-average number of ordinary shares for the year | ||
|
in millions of shares, unless otherwise
stated
|
2024
|
2023
|
|
Weighted-average number of ordinary
shares (B)
|
237.5
|
244.9
|
|
Effect of long-term incentive
plan (LTIP) and restricted
stock units (RSU)
|
0.9
|
1.1
|
|
Diluted weighted-average
number of ordinary shares (C)
|
238.4
|
246.0
|
|
Diluted EPS (A/C) (€)
|
4.52
|
4.09
|
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Notes to the consolidated financial statements
CONTINUED
Note 8 – Acquisitions and divestments
Acquisitions
Estimates and judgments
The fair value of the assets,
liabilities, and contingent liabilities
of a business combination
should be measured within 12 months
from the acquisition date. For some
acquisitions,
provisional fair values have been
included in the consolidated statement
of financial
position. If the final valuation
of the acquired assets and liabilities
assumed is still pending
at year end, it will be completed
within the 12-month timeframe.
Actual valuation of these
assets, liabilities,
and contingent liabilities may differ from
the provisional valuation.
When a business combination agreement
provides for an adjustment to the cost
of the
transaction, contingent
on future events (such
as earnout arrangements), the
group
includes an initial fair value of that
adjustment in the cost of the transaction
at the
acquisition date if the adjustment
is probable and can be measured reliably. The
initial
and
subsequent measurement will usually be based
on estimates of future results
of the
business combination. Actual
results may differ from those estimates
and may result in
material adjustments in the
next financial year(s). Subsequent changes
to the fair value
are
recognized in profit or loss, based
on a periodic reassessment of
the contingent
consideration.
General
On September 5, 2024, Wolters Kluwer
Tax & Accounting completed the acquisition
of 100% of
the shares of Finca Group NV (‘Finca’) for
€325 million in cash (net of cash and debt-like
items). Finca held all assets and liabilities
purchased from the Isabel Group for
the portfolio
of cloud-based financial workflow and data exchange
solutions. The transaction
had no
deferred and contingent considerations. The portfolio of solutions
provides seamless and
secure transfer of bank statements,
invoices, and other relevant data
to optimize client
collaboration and address the e-invoicing
compliance needs of accounting firms and their
clients across Europe. This portfolio
complements Wolters Kluwer’s existing
European Tax &
Accounting solutions and enables it to provide
end-to-end coverage of the accountants’
workflow from pre-accounting to post-accounting.
Approximately 90 FTEs, based
in Belgium
and France, joined Wolters Kluwer Tax &
Accounting Europe.
In addition, other smaller acquisitions were
completed with a combined total consideration
of
€10 million (2023: €15 million), including deferred and contingent considerations.
The fair values of the identifiable assets
and liabilities of the abovementioned
acquisitions,
as reported at December 31, 2024, are provisional,
but no material deviations from these
fair
values are expected.
Acquisition spending
In 2024, total acquisition spending, net
of cash acquired, was
€335 million (2023: €61 million),
including deferred and
contingent consideration payments
of €3 million (2023: €3
million). In
2024, acquisition-related costs amounted
to €7 million (2023:
€7 million).
The goodwill relating to the 2024 acquisitions
represents future economic benefits
specific
to the group arising from assets
that do not qualify for separate recognition
as intangible
assets. These
benefits include revenues from expected
new customers and from new
capabilities of the acquired product platforms,
as well as expected synergies
that will arise
following the acquisitions.
Of the goodwill recognized in 2024,
none was deductible for
income tax purposes (2023: none).
In 2023, the group acquired NurseTim,
Invistics, MFAS, and a few
smaller businesses.
171
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Financial statements
Notes to the consolidated financial statements
CONTINUED
Note 8 – Acquisitions and divestments
continued
| Acquisitions | |||||
| 2024 | 2023 | ||||
| Carrying | Fair value | Recognized | Recognized | ||
| amounts | adjustments | values | values | ||
|
Consideration payable in cash
|
357
|
60
|
|||
| Deferred and contingent | |||||
| considerations at fair value: | |||||
|
Non-current
|
–
|
2
|
|||
|
Current
|
0
|
2
|
|||
|
Total consideration
|
357
|
64
|
|||
|
Intangible assets other
than goodwill
|
Note 17
|
0
|
185
|
185
|
51
|
|
Other non-current assets
|
Note 19
|
4
|
4
|
0
|
|
|
Current assets
|
33
|
33
|
7
|
||
|
Current liabilities
|
(12)
|
(12)
|
(9)
|
||
|
Non-current liabilities
|
Note 28
|
(4)
|
(4)
|
(1)
|
|
|
Employee benefits
|
(1)
|
(1)
|
–
|
||
|
Deferred tax
assets/(liabilities)
|
0
|
(45)
|
(45)
|
(10)
|
|
|
Fair value of net identifiable assets
|
20
|
140
|
160
|
38
|
|
|
Goodwill on acquisitions
|
Note 17
|
197
|
26
|
||
| Cash effect of acquisitions: | |||||
|
Consideration payable in cash
|
357
|
60
|
|||
|
Cash acquired
|
(25)
|
(2)
|
|||
| Deferred and contingent | |||||
|
considerations paid
|
Note 29
|
3
|
3
|
||
| Acquisition spending, net of cash | |||||
|
acquired
|
335
|
61
|
Of the €185 million fair value adjustments
of intangible assets in 2024, €172
million related to
Finca and €13
million related to
the other
acquisitions.
| Contribution of 2024 acquisitions | ||||
| Adjusted | FTEs at | |||
| operating | Profit for | December | ||
|
in millions of euros, unless otherwise
stated
|
Revenues
|
profit | the year | 31, 2024 |
|
Totals excluding the impact
of 2024 acquisitions
|
5,901
|
1,597
|
1,079
|
21,076
|
|
Contribution of 2024 acquisitions
|
15
|
3
|
0
|
124
|
|
Totals for the year 2024
|
5,916
|
1,600
|
1,079
|
21,200
|
|
Pro forma contribution of 2024 acquisitions for
the period January 1, 2024, up to acquisition
date
|
||||
|
(unaudited)
|
28
|
7
|
(1)
|
|
|
Pro forma totals for the year 2024
|
5,944
|
1,607
|
1,078
|
21,200
|
The above information does not purport
to represent what the
actual results would have
been, had the acquisitions been
concluded on January 1, 2024, nor is the information
necessarily indicative for future
results of the acquired operations.
In determining the
contribution of the acquisitions,
management has assumed that the
fair value adjustments
that arose on the date of the acquisition
would have been the same if
the acquisition had
occurred on January 1, 2024.
Deferred and contingent considerations
The acquisitions completed in 2024 resulted
in a maximum achievable undiscounted deferred
and contingent consideration of €0 million.
The fair value of this deferred and contingent
consideration amounted to €0 million at acquisition
date and at December 31, 2024.
For further disclosure on deferred and contingent considerations, refer to
Note 29 –
Financial risk management.
Provisional fair value accounting
The fair values of the identifiable assets
and liabilities will be revised if new
information,
obtained within one year from the acquisition
date about facts and circumstances
that
existed at the acquisition date,
causes adjustments to
the above amounts, or for any
additional provisions that existed
at the acquisition date. During 2024, there
were immaterial
changes in purchase price accounting for 2023
acquisitions. Reference is made to
Note 17 –
Goodwill and intangible assets other than
goodwill.
Divestments
Material accounting policy information
The amount of goodwill allocated
to a divested business is based on its
relative value
compared to the value of the
group of cash-generating
units to which the goodwill
belongs
.
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Notes to the consolidated financial statements
CONTINUED
Note 8 – Acquisitions and divestments
continued
During 2024, net divestment proceeds from
two small divestments amounted to
€1 million
(2023: €8 million), for the most part relating
to our divested Health business
LDI.
| Divestment-related results on operations and financial assets | |||
|
2024
|
2023
|
||
| Divestment of operations: | |||
|
Consideration receivable
in cash
|
1
|
5
|
|
|
Deferred divestment consideration receivable
|
0
|
–
|
|
|
Consideration receivable
|
1
|
5
|
|
|
Intangible assets
|
Note 17
|
3
|
–
|
|
Other non-current assets
|
0
|
–
|
|
|
Current assets (including assets
held for sale)
|
3
|
–
|
|
|
Current liabilities (including
liabilities held for sale)
|
(6)
|
–
|
|
|
Deferred tax
assets/(liabilities)
|
(1)
|
1
|
|
|
Net identifiable assets/(liabilities)
|
(1)
|
1
|
|
|
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
|
3
|
4
|
|
|
Divestment-related costs
|
(5)
|
0
|
|
|
Restructuring of stranded costs following
divestments
|
Note 31
|
(1)
|
–
|
|
Divestment-related results
included in other gains and (losses)
|
Note 11
|
(3)
|
4
|
| 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
|
0
|
3
|
| Cash effect of divestments: | |||
|
Consideration receivable
in cash
|
1
|
8
|
|
|
Cash included in divested
operations
|
0
|
–
|
|
|
Receipts from divestments,
net of cash disposed
|
1
|
8
|
| Note 9 – Sales costs | |||
|
2024
|
2023
|
||
|
Marketing and promotion costs
|
258
|
253
|
|
|
Sales-related costs – sales
commissions directly expensed
|
171
|
157
|
|
|
Sales-related costs – amortization
of capitalized sales commissions
|
Note 24
|
29
|
29
|
|
Other sales-related costs
|
407
|
383
|
|
|
Customer support costs
|
86
|
84
|
|
| Additions to and releases from loss allowances on trade receivables | |||
|
and unbilled revenues
|
Note 24
|
18
|
23
|
|
Total
|
969
|
929
|
Material accounting policy information
Sales costs relate to direct
internal employee benefit expenses
and direct external costs,
incurred for marketing and sales
activities, as well as
the additions to and releases from
loss allowances on trade
receivables and unbilled revenues based
on lifetime expected
credit losses.
Sales costs include sales
commissions directly expensed as
incurred and the amortization
of capitalized sales commissions
that qualify as cost to obtain
a contract. As a practical
expedient, the group
recognizes the incremental cost
of obtaining a contract as an expense
if
the amortization period of
the asset that the group otherwise
would have recognized
is
one year or less. If sales commissions
are granted for bundled and/or
multi-element
contracts in which the predominant consideration element is recognized
for performance
obligations satisfied
at a point in time, the sales commissions
are expensed when incurred.
In addition, sales commissions
that are commensurate or based on generic
performance
indicators and/or net targets
are expensed when incurred.
For all other commission plans
on new sales targets, the amortization
period ranges
between one and five years,
depending on the nature of the underlying
promise in the
contract with the customer,
unless the underlying non-cancelable contract
period for
a
right-to-access license is
longer than five
years. In those situations,
the longer non-
cancelable contract period
of the license contract prevails
as the amortization period.
Estimates and judgments
The group determines the
additions to and releases from loss
allowances on trade receivables
and unbilled revenues by making assumptions
and estimating the risk of default
and expected
loss rates at contract
inception over the expected
life of the financial instrument,
using the
group’s historically incurred
losses and existing market conditions,
as well as forward-looking
information at the end of
each reporting
period. Refer to
Note 24 – Contract assets and
liabilities for more information.
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Notes to the consolidated financial statements
CONTINUED
| Note 10 – General and administrative costs | |||
|
2024
|
2023
|
||
|
Research, development, and editorial costs
|
688
|
591
|
|
|
General and administrative
operating expenses
|
1,033
|
1,012
|
|
| Amortization and impairment of acquired identifiable | |||
|
intangible assets and goodwill
|
Note 13
|
149
|
146
|
|
Total
|
1,870
|
1,749
|
Material accounting policy information
General and administrative
costs include costs that are neither
directly attributable
to
cost of revenues nor to
sales costs. These costs
include product research and development
costs, editorial costs,
information technology costs,
general overhead costs, amortization
of acquired identifiable intangible
assets, amortization
of other intangible assets
(if not
part of cost of revenues), depreciation
of property, plant, and equipment, depreciation of
right-of-use assets, and
impairment of goodwill, intangible
assets other than goodwill,
property, plant, and
equipment, and right-of-use
assets.
| Note 11 – Other gains and (losses) | |||
|
2024
|
2023
|
||
|
Acquisition-related costs
|
Note 8
|
(7)
|
(7)
|
|
Additions to acquisition integration provisions
|
Note 31
|
0
|
(4)
|
|
Fair value changes of contingent considerations
|
Note 29
|
0
|
0
|
|
Divestment-related results
|
Note 8
|
(3)
|
4
|
|
Total
|
(10)
|
(7)
|
Material accounting policy information
Other gains and losses relate to
items which are different in their nature or
frequency from
operating items. These
include divestment-related
results (including directly attributable
divestment costs), additions to
provisions for restructuring of
stranded costs following
divestments, acquisition-related costs, additions
to acquisition integration provisions, and
subsequent fair value changes of contingent
considerations. See
also Note 4 – Benchmark figures
.
| Note 12 – Employee benefit expenses | |||
|
in millions of euros, unless otherwise
stated
|
2024
|
2023
|
|
|
Salaries and wages and other
benefits
|
1,963
|
1,848
|
|
|
Social security charges
|
167
|
161
|
|
|
Medical cost benefits
|
102
|
101
|
|
|
Expenses related
to defined contribution
plans
|
105
|
96
|
|
|
Expenses related
to defined benefit plans
|
Note 30
|
(10)
|
16
|
|
Equity-settled share-based payments
|
Note 33
|
31
|
31
|
|
Total
|
2,358
|
2,253
|
| Employees | ||
|
Headcount at December 31
|
21,635
|
21,438
|
|
Thereof employed in the Netherlands
|
1,180
|
1,176
|
|
In full-time equivalents at December
31
|
21,200
|
21,056
|
|
In full-time equivalents average
per annum
|
21,167
|
20,810
|
| Note 13 – Amortization, impairment, and depreciation | |||
|
2024
|
2023
|
||
|
Amortization of acquired
identifiable intangible assets
|
Note 17
|
147
|
146
|
|
Impairment of goodwill
|
Note 17
|
2
|
–
|
|
Amortization of other
intangible assets
|
Note 17
|
223
|
204
|
|
Impairment of other intangible
assets
|
Note 17
|
22
|
5
|
|
Depreciation of property, plant, and equipment
|
Note 18
|
24
|
23
|
|
Impairment of property, plant,
and equipment
|
Note 18
|
1
|
0
|
|
Depreciation of right-of-use
assets
|
Note 19
|
60
|
67
|
|
Total
|
479
|
445
|
During 2024, the useful lives
for certain acquired identifiable intangible
assets were reduced,
which resulted in incremental
amortization of €9 million (2023:
€10 million).
For further disclosure on estimates
and judgments, refer to
Note 17 –
Goodwill and intangible
assets other than goodwill
and Note 19 – Leasing.
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Notes to the consolidated financial statements
CONTINUED
| Note 14 – Financing results | |||
| Financing income |
2024
|
2023
|
|
| Interest income for financial assets measured at amortized cost: | |||
|
Interest income on short-term bank deposits
|
45
|
50
|
|
|
Interest income on bank balances
and other
Other financing income:
|
7
|
5
|
|
|
Derivatives – foreign
exchange contracts,
not qualifying as hedge
|
0
|
0
|
|
|
Total financing income
|
52
|
55
|
|
| Financing costs | |||
| Interest expense for financial liabilities measured at amortized cost: | |||
| Interest expense on Euro Commercial Paper program and bank | |||
|
borrowings
|
(6)
|
(3)
|
|
|
Interest expense on
bonds and private placements
|
(80)
|
(68)
|
|
|
Amortization of fee expense
for debt instruments
|
Note 28
|
(3)
|
(3)
|
|
Interest expense on
bank overdrafts and other
Other financing expense:
|
(4)
|
(3)
|
|
|
Unwinding of discount of lease liabilities
|
Note 28
|
(8)
|
(9)
|
|
Net foreign exchange gains/(losses)
|
(9)
|
7
|
|
| Items in hedge relationships: | |||
|
Interest rate swaps
|
(4)
|
(3)
|
|
|
Foreign exchange gains/(losses)
on loans subject to cash flow hedge
|
5
|
15
|
|
|
Net change in fair value of cash flow
hedges reclassified
from other
comprehensive income
|
(5)
|
(15)
|
|
|
Total financing costs
|
(114)
|
(82)
|
|
|
Net financing results
|
(62)
|
(27)
|
|
| Other finance income and (costs) | |||
|
Divestment-related results
on financial assets
|
Note 8
|
–
|
3
|
|
Fair value changes of financial assets
|
–
|
0
|
|
|
Financing component employee benefits
|
Note 30
|
(3)
|
(3)
|
|
Total other finance income and (costs)
|
(3)
|
0
|
|
|
Total financing results
|
(65)
|
(27)
|
| Note 15 – Income tax expense | |||||
|
2024
|
2023
|
||||
|
Current income tax expense
|
323
|
300
|
|||
|
Adjustments previous years
|
(12)
|
(2)
|
|||
| Deferred tax expense: | |||||
|
Changes in tax rates
|
0
|
0
|
|||
|
Origination and reversal
of temporary differences
|
(12)
|
(8)
|
|||
|
Movements in deferred
tax assets and
liabilities
|
Note 22
|
(12)
|
(8)
|
||
|
Total
|
Note 22
|
299
|
290
|
Material accounting policy information
Deferred tax assets
and liabilities, including those associated
with right-of-use assets
and
lease liabilities, are offset
if there is a legally enforceable right
to offset current income
tax
assets and liabilities, and they
relate to income taxes levied
by the same tax authority
on the same taxable entity, or on different
tax entities, but they
intend to settle current
income tax assets and liabilities on a net
basis or their tax assets
and liabilities will be
realized simultaneously
.
Uncertain tax positions are assessed
at a fiscal unity level. If
it is probable that a
tax
authority will accept an uncertain
tax position in the income tax
filing, the group
determines its accounting tax position
consistent with the tax treatment
used or planned
to be used in its income tax filing. If
this is not probable, the group reflects
the effect of
uncertainty in determining its accounting
tax position using either the most
likely amount
or the expected value method,
depending on which method better
predicts the resolution
of the uncertainty.
Estimates and judgments
Income tax is calculated based
on income before tax, considering the local
tax rates and
regulations. For each
operating entity, the
current income tax expense is calculated
and
differences between the
accounting and tax base are determined,
resulting in deferred tax
assets or liabilities.
These calculations may deviate from
the final tax assessments.
A
deferred tax asset
is recognized for deductible temporary
differences and the
carry-
forward of unused tax losses
and unused tax credits to the extent that
it is probable that
future taxable profit
will be available. Management assesses
the probability that taxable
profit
will be available against which the unused tax
losses or unused tax credits
can be
utilized.
In determining the amount of current
and deferred tax, the group
considers the impact of
uncertain tax positions
and whether additional taxes,
penalties, and interest may be
due.
The
group believes that its current
income tax liabilities are adequate for all open
tax years
based on its assessment
of many factors, including interpretations
of tax laws and rules,
and prior experience. The
group operates in several countries
with different tax laws
and
rules.
175
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Financial statements
Notes to the consolidated financial statements
CONTINUED
Note 15 – Income tax expense
continued
Considering this complex multinational
environment in which the group operates,
global
transfer pricing policies
are implemented for transactions between
members of the group.
These
transactions are documented
as required by international standards.
However, local
tax authorities
might challenge these transactions.
The group considers potential
challenges and accounts for potential
uncertain tax
positions.
The assessment for
uncertain tax positions relies
on estimates and assumptions,
based on
the judgments of tax professionals
within the group, supplemented by external
tax
advisors, and may involve
a series of estimates about
future events. New information
may
become available that causes
the group to change its estimate
regarding the adequacy of
existing income tax
liabilities. Such changes to income tax
liabilities will impact the income
tax expense,
positively or negatively,
in the consolidated statement
of profit or loss in the
period that such a determination
is made.
Changes in tax rates are
considered if these tax rate changes
are substantially enacted
before year end.
Governments are expected
to introduce changes in tax law following
Organisation for
Economic Co-operation and Development (OECD), EU, and other
international guidelines.
Reported income tax amounts
will therefore be subject to continued
judgment, estimation
uncertainty, and measurement adjustments.
International tax reform – Pillar
II Model Rules
On December 19, 2023, the government
of the Netherlands enacted the
Pillar II Global
Minimum Tax legislation effective
from January 1, 2024. Under the legislation,
the company is
required to pay in the Netherlands,
or the subsidiary in the subsidiary country,
a top-up tax
on profits of its subsidiaries that are taxed
at an effective corporate income tax
rate of less
than 15%. The main jurisdiction in which exposures
to this tax exists is Ireland. The
effective
tax rate for the group is approximately
0.3% higher, considering certain adjustments
that are
required applying the legislation.
As the newly enacted legislation
is effective from January 1,
2024, there is a current tax impact
for the year ended December 31, 2024.
The group has applied a temporary mandatory
relief from deferred tax accounting
for the
impacts of the top up tax and accounts
for it as a current tax when it is incurred.
The group continues to assess
the impact of the Pillar II Global Minimum
Tax legislation on its
future financial performance.
Reconciliation of the effective tax
rate
The group’s effective tax rate
in the consolidated statement
of profit or loss differs from the
Dutch statutory income tax rate
of 25.8%. The table below
reconciles the Dutch statutory
income tax rate with the effective
income tax rate in the consolidated
statement of profit
or loss:
|
2024
|
2023
|
|||
|
in millions of euros, unless otherwise
stated
|
%
|
%
|
||
|
Profit before tax
|
1,378
|
1,297
|
||
| Income tax expense at the Dutch statutory income | ||||
|
tax rate
|
25.8
|
356
|
25.8
|
335
|
| Tax effect of: | ||||
|
Rate differential
|
(3.1)
|
(42)
|
(2.9)
|
(38)
|
|
Tax incentives, exempt
income, and divestments
|
(2.0)
|
(27)
|
(0.8)
|
(10)
|
|
Recognized and unrecognized
tax losses
|
0.5
|
6
|
0.0
|
0
|
|
Adjustments previous years
|
(0.8)
|
(12)
|
(0.1)
|
(2)
|
|
Changes in income tax rates
|
0.0
|
0
|
0.0
|
0
|
|
Other taxes
|
1.1
|
15
|
0.9
|
11
|
|
Pillar Two Global Minimum Tax
|
0.3
|
5
|
–
|
–
|
|
Non-deductible costs and other items
|
(0.1)
|
(2)
|
(0.5)
|
(6)
|
|
Total
|
21.7
|
299
|
22.4
|
290
|
Rate differential indicates the effect
of the group’s taxable income generated
and taxed in
jurisdictions where tax rates
differ from the Dutch statutory
income tax rate.
The effective tax rate decreased
to 21.7% (2023: 22.4%),
resulting from a positive tax
impact of the
divestment of Learner’s
Digest International (LDI), and closure of prior tax
years, partly offset by
higher non-tax-deductible finance costs,
tax losses not valued and Pillar
2 global minimum tax.
Tax incentives include: the Dutch
Innovation box benefit of €23
million (2023: €20 million), the U.S.
FDII (Foreign Derived Intangible Income)
benefit of €5 million (2023: €5 million), and the Italian
Patent box benefit of €1 million (2023:
€0 million). The Dutch Innovation box benefit
is based on an
advanced tax ruling that expires
by the end of 2025. The U.S.
FDII and the Italian patent box are
based on current applicable law.
For income tax recognized directly
in the consolidated statements
of changes in total equity and
other comprehensive income, reference is made to
Note 22 – Tax assets and liabilities.
Note 16 – Non-controlling interests
The group’s share in consolidated subsidiaries not
fully owned at December 31 is:
|
ownership in %
|
2024
|
2023
|
|
Akadémiai Kiadó Kft. (Budapest, Hungary)
|
74
|
74
|
Non-controlling interests in the equity
of consolidated participations,
totaling €0 million
(2023: €0 million), are based on
third-party shareholdings in the underlying
shareholders’
equity of the subsidiaries.
176
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Financial statements
Notes to the consolidated financial statements
CONTINUED
| 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
|
2024
|
2023
|
|
|
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 January 1
|
4,322
|
502
|
313
|
57
|
0
|
872
|
726
|
5,920
|
6,042
|
|
| Movements | ||||||||||
|
Investments
|
–
|
–
|
–
|
–
|
–
|
0
|
293
|
293
|
298
|
|
|
Acquired through business combinations
|
Note 8
|
197
|
112
|
64
|
9
|
–
|
185
|
0
|
382
|
77
|
|
Divestment of operations
|
Note 8
|
0
|
–
|
–
|
–
|
–
|
0
|
(3)
|
(3)
|
–
|
|
Disposal of assets
|
–
|
–
|
–
|
–
|
–
|
0
|
0
|
0
|
0
|
|
|
Net expenditures
|
197
|
112
|
64
|
9
|
0
|
185
|
290
|
672
|
375
|
|
|
Amortization
|
Note 13
|
–
|
(80)
|
(58)
|
(9)
|
0
|
(147)
|
(223)
|
(370)
|
(350)
|
|
Impairment
|
Note 13
|
(2)
|
–
|
–
|
–
|
–
|
0
|
(22)
|
(24)
|
(5)
|
|
Reclassifications
|
(1)
|
–
|
–
|
–
|
–
|
0
|
–
|
(1)
|
(3)
|
|
|
Foreign exchange differences
|
194
|
16
|
11
|
1
|
0
|
28
|
26
|
248
|
(139)
|
|
|
Total movements
|
388
|
48
|
17
|
1
|
0
|
66
|
71
|
525
|
(122)
|
|
| Position at December 31 | ||||||||||
|
Cost value
|
4,710
|
1,243
|
776
|
487
|
0
|
2,506
|
2,341
|
9,557
|
8,660
|
|
|
Accumulated amortization
and impairment
|
–
|
(693)
|
(446)
|
(429)
|
0
|
(1,568)
|
(1,544)
|
(3,112)
|
(2,740)
|
|
|
Book value at December
31
|
4,710
|
550
|
330
|
58
|
0
|
938
|
797
|
6,445
|
5,920
|
At both December 31, 2024, and December
31, 2023, the vast majority of
the book value of other intangible assets
relates to development of software.
In both 2024 and 2023, the amortization
and impairment of intangible assets
are reported under general and administrative
costs in the consolidated statement
of profit or loss.
177
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Financial statements
Notes to the consolidated financial statements
CONTINUED
Note 17 – Goodwill and intangible assets
otherthangoodwill
continued
Material accounting policy information
Goodwill
The group measures goodwill
at the acquisition date as the sum of the
fair value of the
consideration (including deferred and contingent consideration)
and the recognized
amount of any non-controlling interests
in the acquiree, less the net recognized
fair value
amount of the identifiable assets
acquired and liabilities assumed. Any deferred
and
contingent consideration
payable (such as earnout arrangements)
is recognized at fair
value at the acquisition date.
Costs related to acquisitions
which the group
incurs in a business combination are
expensed as incurred.
Goodwill associated
with divested operations
is allocated and measured based on
the
relative value of the divested
operation, compared to the group
of cash-generating units
(CGU) where the divested
operation belonged to.
Acquired identifiable intangible assets
Identifiable intangible assets acquired
through business combinations mainly consist
of customer relationships (subscriber accounts),
technology (databases,
software, and
product technology), and brand names.
Other intangible assets
Other intangible assets
mainly relate to
purchased and internally developed
information
systems and software.
Useful lives of assets
The useful lives of assets
are estimated in line
with common market practice. The
group
reviews the remaining useful
lives and the amortization methods
of its assets annually.
If
the expected remaining useful
lives of assets are different from
previous estimates,
the
amortization period
shall be changed accordingly, which will impact the amortization
in
profit or loss prospectively.
Apart from goodwill (which has
an indefinite useful life), intangible assets
are amortized
on
a straight-line basis over
their estimated useful lives
from the day they are available
for
use. The estimated useful
lives are as
follows:
•
Customer relationships: five to
29 years;
•
Technology and content: five to
29 years;
•
Brand names: five to 20 years;
•
Other acquired identifiable intangible
assets: five to 10 years;
and
•
Other intangible assets:
three to five years.
Estimates and judgments
Measurement – other intangible assets
Development costs are capitalized
if the group can demonstrate
the technical feasibility of
completing the asset
so that it will be available for use or sale,
the intention to complete
the asset, the
ability to sell or use the asset,
how the asset will yield probable future
economic benefits, the availability
of adequate technical, financial, and other
resources
to
complete the asset, and
the ability to reliably measure the expenditure
attributable to
the asset.
Capitalization of software
depends on several judgments. While management has
procedures in place to control
the software development process,
there is
uncertainty
regarding the outcome of
the development process (timing
of technological developments,
technological obsolescence, and/or
competitive pressures).
Measurement – acquired identifiable intangible assets
Upon acquisition, the values
of intangible assets acquired are estimated,
usually applying
one of the methodologies
below:
•
Relief from royalty approach: this
approach assumes that if the identifiable
intangible
asset was not owned,
it would be acquired through a royalty
agreement. The value of
owning the asset equals
the benefits from not having to pay royalty
fees;
•
Multi-period excess earnings method:
under this approach, cash flows associated
with
the specific acquired identifiable
intangible assets are determined.
Contributory charges
of other assets
that are being used to generate the
cash flows are deducted from these
cash flows. The net cash
flows are discounted to arrive at the
value of the asset; or
•
Cost method: the cost method
reflects the cost that would
currently be required to
replace the asset.
These valuations are usually
performed by management of the acquiring
CGU in
close
cooperation with an external
consulting firm, requiring estimates such
as future
cash
flows, royalty rates, discount
rates, useful lives,
churn rates, and rates of return.
The
methodologies applied in this respect
are in line with common market practice.
Impairment test
At the end of each reporting
period, it is assessed
whether there is an indication that
an
intangible asset may be
impaired. If any such indication exists,
the group estimates the
recoverable amount of the asset.
If the recoverable amount is
below the carrying value,
the
asset is
impaired.
Goodwill is tested
for impairment annually, at July 1, and when an impairment trigger
has
been identified
.
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Notes to the consolidated financial statements
CONTINUED
Note 17 – Goodwill and intangible assets
otherthangoodwill
continued
Impairment tests require
estimates of discount rates,
future cash flows, and perpetual
growth rates. These
estimates are made by management of the business
to which the
assets belong. The
future cash flows cover a five-year
period and are based on Vision &
Strategy Plans (VSPs),
prepared by management, and approved by the Executive
Board.
The annual goodwill impairment test
did not result in the recognition of an
impairment.
The outcome of the group’s
sensitivity analysis was
that no reasonably possible change in
any of the key assumptions
would cause the carrying amount to exceed
the recoverable
amount. The allowed change in growth,
discount rate, and adjusted operating
profit margin
was at least 300 basis points
for each of the groups of cash-generating
units.
On top of the annual goodwill impairment
test, the group performed an in-depth
impairment triggering
event analysis on its other non-current
assets, consisting mainly
of
acquired identifiable intangible assets.
In this analysis, the development of new
sales,
attrition rates
of existing customers,
growth rates, and cost
measures were the main
drivers. The group concluded
that there were no impairment triggers
for the majority of the
other non-current assets.
| Carrying amounts of goodwill and acquired identifiable intangible assets per operating | ||||
| segment | ||||
| Acquired | ||||
| identifiable | ||||
| Goodwill |
intangible assets
|
2024
|
2023
|
|
|
Health
|
1,177
|
123
|
1,300
|
1,260
|
|
Tax & Accounting
|
1,401
|
255
|
1,656
|
1,284
|
|
Financial & Corporate Compliance
|
1,046
|
164
|
1,210
|
1,159
|
|
Legal & Regulatory
|
614
|
141
|
755
|
725
|
|
Corporate Performance & ESG
|
472
|
255
|
727
|
766
|
|
Total
|
4,710
|
938
|
5,648
|
5,194
|
Impairment testing of goodwill
The group performs an annual impairment
test by comparing the carrying amount of
the
groups of CGUs to which the goodwill
belongs, net of related deferred
taxes, to the
recoverable amount of the groups
of CGUs. The groups of CGUs for goodwill
impairment
testing represent
the lowest level at which goodwill
is monitored by management, whereby
management considers the integration
of the group’s business operations and
the global
leverage of assets,
capital, and staff. Acquisitions
are integrated into existing
business
operations and the goodwill
arising from a business combination is allocated
to the groups
of
CGUs that are expected to benefit
from the synergies of the
acquisition.
The recoverable amount is determined
based on the higher of the value-in-use
and the fair
value less costs of disposal.
If there is sufficient headroom, the
group only determines the
value-in-use. The recoverable
amount is determined by discounting the
future cash flows to
be generated from the continuing
use of the groups of CGUs. These
valuations are based on
non-observable market data.
The recoverable amount calculations in
2024 were determined
in a consistent manner with prior years.
The cash flow projections are based
on actual
operating results and the
long-term VSPs, as approved by the
Executive Board.
The 2024 annual impairment test showed
that the recoverable amount exceeded
the carrying
amount for all identified groups
of CGUs for goodwill impairment testing.
Key assumptions
The group’s key assumptions
include assumptions that are based
on non-observable market
data (level 3 input). The period
over which the group estimates
its cash flow projections is
five
years. After five years, cash
flow projections are extrapolated
using an appropriate
perpetual growth rate
that is consistent with the long-term
average market growth rate.
The
2024 weighted-average long-term growth
rate is 2.1% for the U.S. and 2.0% for Europe
(2023: 2.3% for the U.S. and 2.0%
for Europe). In addition, the following key assumptions
were
used in the projections:
•
Revenue growth: based on actual experience,
an analysis of market growth, and the
expected development of
market share; and
•
Adjusted operating profit margin development: based
on actual experience and
management’s long-term projections.
Adjusted operating profit is deemed the best
approximation for future
cash flows.
The estimated pre-tax
cash flows are discounted to their present
value using a pre-tax
weighted-average discount
rate for the individual groups of CGUs
between 9.7% and 10.9%
(2023:
between 10.3% and 10.8%) with a weighted
average of 10.7% (2023: 10.4%)
.
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Financial statements
Notes to the consolidated financial statements
CONTINUED
Note 17 – Goodwill and intangible assets
otherthangoodwill
continued
In determining the discount rate,
the group used a risk-free rate
based on the long-term yield
on Dutch government bonds
and U.S. treasury bonds with
a maturity of 20 years, adjusted
for
country risk premiums and country-specific
inflation differentials. In determining
the
discount rate at the moment
of performing the annual impairment test,
the group applied
the
following assumptions:
|
2024
|
2023
|
|
|
Risk-free rate United
States (in %)
|
4.9
|
4.2
|
|
Risk-free rate Europe (in %)
|
3.0
|
2.8
|
|
Market risk premium United States
(in %)
|
5.0
|
5.5
|
|
Market risk premium Europe (in %)
|
5.5
|
6.0
|
|
Tax rate United States
(in %)
|
26.0
|
26.0
|
|
Tax rate Europe (in %)
|
25.8
|
25.8
|
|
Re-levered beta
|
0.84
|
0.80
|
Sensitivity analysis
The impairment test includes
an assessment if a reasonably
possible change in a key
assumption would cause the
carrying amount of goodwill to exceed
the recoverable amount.
The sensitivity
per group of CGUs for the 2024 and 2023 goodwill
impairment tests,
respectively, is as follows:
| Applied | Allowed change (in basis points) | ||||
| weighted- | Decrease | Allocated | |||
| 2024 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, 2024 |
|
Health
|
2.1%
|
>300
|
>300
|
>300
|
1,177
|
|
Tax & Accounting
|
2.1%
|
>300
|
>300
|
>300
|
1,401
|
|
Financial & Corporate Compliance
|
2.1%
|
>300
|
>300
|
>300
|
1,046
|
|
Legal & Regulatory
|
2.1%
|
>300
|
>300
|
>300
|
614
|
|
Corporate Performance & ESG
|
2.1%
|
>300
|
>300
|
>300
|
472
|
|
Total
|
2.1%
|
4,710
|
| 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
|
Impairment of goodwill, acquired identifiable intangible
assets, and other intangible assets
The following impairments were recognized
on goodwill, acquired identifiable intangible
assets, and
other intangible assets:
|
2024
|
2023
|
||
|
Goodwill
|
2
|
–
|
|
|
Other intangible assets
|
22
|
5
|
|
|
Total
|
Note 13
|
24
|
5
|
The impairment recognized
on goodwill related to the goodwill
allocated to the LDI business
in Health, which was classified
as an asset held for sale earlier in 2024,
prior to its divestment.
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Financial statements
Notes to the consolidated financial statements
CONTINUED
Note 18 – Property, plant, and equipment
| Land and | |||||
| Position at January 1 |
buildings
|
Other PPE
|
2024
|
2023
|
|
|
Cost value
|
92
|
176
|
268
|
317
|
|
|
Accumulated depreciation and
impairment
|
(60)
|
(129)
|
(189)
|
(238)
|
|
|
Book value at January 1
|
32
|
47
|
79
|
79
|
|
| Movements | |||||
|
Investments
|
2
|
19
|
21
|
26
|
|
| Acquired through business | |||||
|
combinations
|
0
|
–
|
0
|
0
|
|
|
Disposal of assets
|
0
|
(1)
|
(1)
|
(1)
|
|
|
Net expenditures
|
2
|
18
|
20
|
25
|
|
|
Depreciation
|
Note 13
|
(5)
|
(19)
|
(24)
|
(23)
|
|
Impairment
|
Note 13
|
(1)
|
0
|
(1)
|
0
|
|
Foreign exchange differences
|
2
|
3
|
5
|
(2)
|
|
|
Total movements
|
(2)
|
2
|
0
|
0
|
|
| Position at December 31 | |||||
|
Cost value
|
90
|
179
|
269
|
268
|
|
|
Accumulated depreciation and
impairment
|
(60)
|
(130)
|
(190)
|
(189)
|
|
|
Book value at December 31
|
30
|
49
|
79
|
79
|
Material accounting policy information
Property, plant, and equipment
(PPE), consisting of land, buildings, and
other assets such
as office and IT equipment, are valued
at cost less accumulated depreciation
and
impairment. Leasehold improvements
are presented as
part of
land and buildings.
Depreciation is recognized
in the consolidated statement of profit
or loss on a straight-line
basis over the estimated
useful life of
each component of property, plant,
and equipment.
Land is not depreciated.
The estimated useful
lives for property, plant, and equipment
are as follows:
•
Buildings: 20 to 40 years;
•
Leasehold improvements: equal to the
lease term, unless the economic
life of the
leasehold improvement is shorter; and
•
Other PPE: three to 10 years.
Note 19 – Leasing
Material accounting policy information
The group primarily leases
real estate and, to a lesser
extent, IT equipment and cars. The
fixed rental periods mostly
vary from one year to 15 years and may have renewal
and/or
termination options. For
real estate and IT equipment, lease
terms are negotiated on an
individual basis and contain a wide
range of different terms and conditions.
The group elected to exclude
all short-term leases and all leases
for which the underlying
asset is of low value, and
not to apply IFRS 16 to leases of intangible
assets (such as
software). For IT equipment and
car leases, the group elected
to apply the practical
expedient to
not separate non-lease components
from lease components, and instead
to
account for these components as a single
lease component.
Payments associated
with short-term leases
and low-value leases are recognized
on
a
straight-line basis as
an expense in profit or loss. Short-term
leases have a term of
12
months or less, considering any reasonably
certain optional lease periods.
Low-value
leases comprise small items
of office furniture and IT equipment.
The group is to a very limited
extent a
lessor.
Estimates and judgments
IFRS 16 requires management to make estimates
for setting the discount rate and to apply
judgments in the assessment
of renewal and termination options (i.e.,
optional lease
periods) in the lease
contracts.
181
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Financial statements
Notes to the consolidated financial statements
CONTINUED
Note 19 – Leasing
continued
Discount rate
The discount rate applied is based on the
incremental borrowing rate for the
respective
leases considering the primary economic
environment of the lease, the
currency, the credit
risk premium, the
lease term, and the nature of the
leased asset.
Renewal and termination options
Renewal and termination options are included
in several real estate and other lease
contracts. These terms
are used to maximize operational
flexibility in terms of managing
contracts. Most contract-specific
renewal and termination options are exercisable
only by
the group and not by the respective
lessor.
In determining the lease term, the group
considers all facts and circumstances
that create
an economic incentive to use the optional
lease period. Optional lease
periods are only
included in the lease term if it is reasonably
certain that the optional lease periods
will be
used. The assessment is reviewed
if a significant change in circumstances
occurs which
affects this assessment
and that is within the control of the
group.
Real estate leases that
are annually renewed or that have an indefinite contract
term are
on average leased for
five years. Usually, optional periods
arising from renewal options of
other real estate leases are not considered
to be reasonably certain, since the rent
is often
reset at the market price on the renewal
option date. Optional periods
after termination
option dates are often included in the lease
term due to termination penalties
included
in the
contract.
Impairment of right-of-use assets
The group determined whether
there were
impairment triggers regarding the
right-of-use
asset and accounts for any impairment
loss identified. This primarily applies
to real estate
leases. The
impairment of a real estate right-of-use
asset becomes relevant in case
of
vacated office space.
If vacated office space
is identified, this space is considered
a CGU on its own when that
space can practically be
sublet. An impairment is recognized
when the recoverable amount
is lower than the carrying
value. Mostly, the recoverable
amount will be based on expected
future sublease receipts
estimated by an external real estate
broker. The carrying value
may include not only the right-of-use
asset, but also any directly related
associated assets
such as leasehold improvements
.
| Movement schedule of right-of-use assets | |||||
| Other | |||||
| Position at January 1 | Real estate |
leases
|
2024
|
2023
|
|
|
Cost value
|
575
|
48
|
623
|
685
|
|
|
Accumulated depreciation and impairment
|
(353)
|
(29)
|
(382)
|
(402)
|
|
|
Book value at January 1
|
222
|
19
|
241
|
283
|
|
| Movements | |||||
|
Additions from new leases
|
6
|
17
|
23
|
27
|
|
|
Acquired through business combinations
|
3
|
1
|
4
|
0
|
|
|
Additions from contract modifications and
reassessment of options
|
13
|
1
|
14
|
8
|
|
| Other movements from contract | |||||
|
modifications and reassessment of options
|
(15)
|
(1)
|
(16)
|
(4)
|
|
|
Net additions
|
7
|
18
|
25
|
31
|
|
|
Depreciation
|
Note 13
|
(47)
|
(13)
|
(60)
|
(67)
|
|
Foreign exchange differences
|
7
|
1
|
8
|
(6)
|
|
|
Total movements
|
(33)
|
6
|
(27)
|
(42)
|
|
| Position at December 31 | |||||
|
Cost value
|
556
|
53
|
609
|
623
|
|
|
Accumulated depreciation and impairment
|
(367)
|
(28)
|
(395)
|
(382)
|
|
|
Book value at December 31
|
189
|
25
|
214
|
241
|
182
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Financial statements
Notes to the consolidated financial statements
CONTINUED
Note 19 – Leasing
continued
| Contractual maturities of lease liabilities | |||
|
2024
|
2023
|
||
|
Within one year
|
65
|
65
|
|
|
Between one and two years
|
53
|
55
|
|
|
Between two and three
years
|
44
|
44
|
|
|
Between three and four years
|
34
|
36
|
|
|
Between four and five years
|
24
|
30
|
|
|
Between five and ten years
|
48
|
72
|
|
|
Ten years and more
|
–
|
1
|
|
|
Effect of discounting
|
(26)
|
(31)
|
|
|
Total lease liabilities at
December 31
|
Note 28
|
242
|
272
|
| Cash outflow for leases | ||
|
2024
|
2023
|
|
|
Interest portion of lease
payments
|
8
|
9
|
|
Repayment of principal portion
of lease liabilities
|
62
|
65
|
|
Total
|
70
|
74
|
Other disclosures
At December 31, 2024, the weighted-average
discount rate is 3.3% (2023: 3.1%).
At December 31, 2024, the future undiscounted
cash outflows arising from leases
not yet
commenced and to which the group is committed amounted
to €1 million (2023: €2 million).
The group’s lease agreements do not impact
any covenants.
The total expenses arising from
short-term leases and low-value leases
are insignificant.
Note 20 – Investments in equity-accounted
associates
The group’s share in equity-accounted associates
at December 31 is:
|
ownership in %
|
2024
|
2023
|
|
Haoyisheng (Beijing, China)
|
22
|
22
|
| Movement schedule of equity-accounted associates | ||
|
2024
|
2023
|
|
|
Position at January 1
|
11
|
11
|
|
Share of profit of equity-accounted
associates, net
of tax
|
2
|
1
|
|
Foreign exchange differences
|
0
|
(1)
|
|
Position at December 31
|
13
|
11
|
For the equity-accounted associates
at December 31, 2024, and
December 31, 2023, the
financial information (at
100%) and the group’s weighted-proportionate
share is as follows:
| Total equity-accounted | ||||
|
associates
|
Group’s share
|
|||
|
2024
|
2023
|
2024
|
2023
|
|
|
Total assets
|
43
|
38
|
9
|
8
|
|
Total liabilities
|
26
|
22
|
5
|
5
|
|
Total equity
|
17
|
16
|
4
|
3
|
|
Revenues
|
26
|
30
|
6
|
6
|
|
Net profit for the year
|
2
|
3
|
2
|
1
|
| Note 21 – Financial assets | ||
|
2024
|
2023
|
|
|
Financial assets at fair value
through profit or loss
|
0
|
0
|
|
Finance lease receivables
|
1
|
1
|
|
Other non-current financial assets
|
4
|
5
|
|
Total
|
5
|
6
|
The credit risk exposure of the financial
assets is considered immaterial.
Refer to
Note 29 – Financial risk management.
183
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Financial statements
Notes to the consolidated financial statements
CONTINUED
Note 22 – Tax assets and liabilities
| Deferred tax assets and liabilities | ||||
|
temporary differences arising from:
|
Assets
|
Liabilities
|
2024
|
2023
|
|
Intangible assets
|
6
|
(430)
|
(424)
|
(392)
|
| Property, plant, and equipment, right-of-use | ||||
|
assets, and lease liabilities
|
76
|
(57)
|
19
|
21
|
|
Employee benefits
|
42
|
–
|
42
|
37
|
|
Tax value of loss carry-forwards
recognized
|
17
|
–
|
17
|
23
|
|
Other items
|
106
|
(28)
|
78
|
81
|
|
Total before set-off of tax
|
247
|
(515)
|
(268)
|
(230)
|
|
Set-off of tax
|
(191)
|
191
|
0
|
0
|
|
Position at December 31
|
56
|
(324)
|
(268)
|
(230)
|
Estimates and judgments
The actual recognition
of deferred tax assets
depends on the generation of future
taxable
income during the periods in which the
temporary differences become deductible.
Based
on projected future taxable
income and available strategies,
the group considers the future
realization of these
deferred tax assets as probable.
Other items mainly include recognition
of deferred tax assets
and liabilities for temporary
differences on working capital items.
| Movements in temporary differences 2024 | ||||||
| Recognized | Recognized in | |||||
| Balance at | in profit or | equity and OCI | Foreign | Balance at | ||
| January 1, | Acquisitions/ | loss | comprehensive | exchange | December | |
| 2024 | divestments | (Note 15) | income | differences | 31, 2024 | |
|
Intangible assets
|
(392)
|
(44)
|
31
|
–
|
(19)
|
(424)
|
| PPE, right-of-use | ||||||
| assets, and lease | ||||||
|
liabilities
|
21
|
–
|
(2)
|
–
|
0
|
19
|
|
Employee benefits
|
37
|
–
|
1
|
1
|
3
|
42
|
|
Tax value of loss carry-
forwards recognized
|
23
|
–
|
(8)
|
–
|
2
|
17
|
|
Other items
|
81
|
(1)
|
(10)
|
4
|
4
|
78
|
|
Total
|
(230)
|
(45)
|
12
|
5
|
(10)
|
(268)
|
| 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 overall tax position | |||
| Position at January 1 |
2024
|
2023
|
|
|
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)
|
|
| Movements | |||
|
Total income tax expense
|
Note 15
|
(299)
|
(290)
|
|
Deferred tax from acquisitions
and divestments
|
(45)
|
(8)
|
|
|
Current income tax from acquisitions and divestments
|
0
|
0
|
|
|
Deferred tax on items recognized
directly in OCI
|
5
|
0
|
|
|
Paid income tax
|
318
|
325
|
|
|
Foreign exchange differences
|
(10)
|
6
|
|
|
Total movements
|
(31)
|
33
|
|
| Position at December 31 | |||
|
Current income tax assets
|
82
|
86
|
|
|
Current income tax liabilities
|
(117)
|
(128)
|
|
|
Deferred tax assets
|
56
|
51
|
|
|
Deferred tax liabilities
|
(324)
|
(281)
|
|
|
Overall tax position
|
(303)
|
(272)
|
184
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Financial statements
Notes to the consolidated financial statements
CONTINUED
Note 22 – Tax assets and liabilities
continued
The current income tax liabilities
include, to a large extent, uncertain
tax positions. For most
of these uncertain tax positions,
it is expected that the audit by tax
authorities will finalize
beyond one year. For the estimates
and judgments applied to uncertain tax
positions, refer
to Note 15 – Income tax
expense.
The group paid income taxes for the amounts
of €165 million (2023: €181 million) in North
America, €140 million (2023:
€133 million) in Europe, and €13 million (2023: €11
million)
in Asia
Pacific and Rest of World
.
The amount of deferred tax assets
arising from recognized tax
loss carry-forwards, which
relate to tax jurisdictions
where the group continued to incur tax
losses in the current and/or
preceding year, was €0 million at December
31, 2024 (2023:
€0 million). It is considered
probable based on forecasts
that future taxable profits will be available.
Unrecognized tax losses and temporary differences
The group has not recognized deferred
tax assets that relate
to unused tax losses and
temporary differences amounting
to €507 million (2023: €408 million), as it
is not probable
that future taxable profit
will be available against which the group
can use the benefits.
Of these unused tax losses
and temporary differences, 1% expire
within the next five
years (2023: 1%), 0%
expire after five years (2023:
1%), and 99% carry forward indefinitely
(2023: 98%).
In addition, the group has not recognized
net deferred tax assets
of €17 million (2023:
€17 million) relating to unused state
tax losses in the U.S. Of
these unused state tax
losses,
35% expire within the next five years
(2023: 35%) and 65% expire after five
years (2023: 65%).
| Deferred tax on items recognized immediately in other comprehensive income and equity | ||||||
|
2024
|
2023
|
|||||
| 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
|
214
|
0
|
214
|
(124)
|
0
|
(124)
|
|
Gains/(losses) on cash flow hedges
|
(7)
|
4
|
(3)
|
(7)
|
–
|
(7)
|
| Remeasurement gains/(losses) on defined | ||||||
|
benefit plans
|
(5)
|
1
|
(4)
|
(1)
|
0
|
(1)
|
|
Recognized in other comprehensive income
|
202
|
5
|
207
|
(132)
|
0
|
(132)
|
|
Share-based payments
|
31
|
–
|
31
|
31
|
–
|
31
|
|
Recognized in equity
|
31
|
0
|
31
|
31
|
0
|
31
|
| Note 23 – Inventories | ||
|
2024
|
2023
|
|
|
Work in progress
|
18
|
27
|
|
Finished products and trade goods
|
61
|
57
|
|
Total
|
79
|
84
|
Material accounting policy information
Inventories also include
internally developed commercial software
products. The cost of
internally produced goods includes the development, manufacturing,
content-creation,
and
publishing costs.
At December 31, 2024, the provision for
obsolescence deducted from the inventory
carrying
values amounted to €15 million (2023:
€17 million). In 2024, an amount of €2 million
was
recognized as an expense for the
change in the provision for
obsolescence (2023:
€4 million)
and is presented as part of cost of revenues
in the consolidated statement of profit
or loss.
Note 24 – Contract assets and liabilities
|
2024
|
2023
|
|
|
Trade receivables
|
1,129
|
1,087
|
|
Non-current contract
assets
|
18
|
18
|
|
Current contract assets
|
148
|
160
|
|
Non-current deferred income
|
110
|
102
|
|
Current deferred income
|
2,054
|
1,899
|
|
Other current contract
liabilities
|
76
|
86
|
Material accounting policy information
Contract assets and contract liabilities
The group recognizes the following contract-related
assets: unbilled revenues,
cost to
obtain a contract, and cost to
fulfill a contract.
The group recognizes the following contract-related
liabilities: deferred income and the
provisions for returns, refunds,
and other liabilities
.
185
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Financial statements
Notes to the consolidated financial statements
CONTINUED
Note 24 – Contract assets and liabilities
continued
Unbilled revenues and deferred income
When either party to a customer
contract has performed, the
group recognizes unbilled
revenues or deferred income, depending on the relationship between the group’s
performance and the timing of the
customer’s payment. If
the value of the services
rendered by the group exceeds
the invoiced amounts, unbilled revenues
are recognized. If
the invoiced amounts exceed
the value of services rendered,
deferred income is
recognized.
Unbilled revenues are recognized
when the group’s right to consideration
is conditional on
something other than the
passage of time, for example future
performance of the entity.
Deferred income represents
the part of the amount invoiced to customers
that has not yet
met the criteria for revenue
recognition and thus still must be
earned as revenues by
means of the delivery of
goods and/or services in the future.
Deferred income is
recognized
at its nominal value.
For contracts whereby
neither party has performed,
trade receivables and deferred
income
balances are presented on
a net
basis.
Cost to obtain a contract
Incremental costs for obtaining
a contract (primarily sales commissions)
will be capitalized
and amortized if the contract
term is expected to be longer
than 12 months, as the practical
expedient of IFRS 15 is applied.
The amortization period will
usually be one to five years, or
the underlying contract
life if longer, subject to the nature
of the underlying performance
obligations.
Cost to fulfill a contract
If the group incurs costs to fulfill a revenue
contract with a customer (e.g.,
costs that are
explicitly chargeable to the customer
under the contract, set-up costs,
or pre-contract
costs), an asset is recognized
if these costs directly
relate to a contract, generate
or
enhance resources that will be used in satisfying
performance obligations in the future,
and are expected to be recovered.
The amortization of set-up and pre-contract
costs is
recognized as an expense over the
term of the associated
contract.
Provisions for returns, refunds,
and other
liabilities
The group recognizes a contract
liability if the group receives consideration
from a
customer and expects to
refund some or all of that consideration
to the customer or for
transferred goods and/or services
with a right of return. The
contract liability is measured
as the amount of the consideration for which
the group does not expect
to be entitled to.
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.
Impairment
Any impairment of assets
relating to contracts with
customers is measured, presented,
and
disclosed in accordance with IFRS 9. The determination
of the provision for impairment
is based on the group’s
historical average of three years
of credit losses, which is used
as
a
proxy for expected losses on trade
receivables with similar characteristics
and credit
profile, adjusted as appropriate
to reflect the current conditions and
estimates of future
economic conditions. Trade receivables longer than one
year overdue and trade receivables
with specific risk with
no reasonable expectation
of recovery, are impaired and provided
for
in full, unless reliable supporting
information is available to conclude otherwise.
The group
presents its impairment
losses in the notes to the consolidated
financial statements.
General
In general, the group applies payment
terms in line with common
industry practice.
There are
no significant contracts
with a material
financing component. There are contracts
with variable consideration, but
the related estimates are almost
never constrained.
Most of the contracts with
customers require prepayment of the consideration.
Within the CT Corporation business
of Financial & Corporate Compliance, the
group acts as an
agent between the customer
and governmental organizations in the
U.S. for some costs that
are explicitly chargeable to the
customer under the contract.
Trade receivables and unbilled revenues
are shown net of impairment losses amounting
to
€89 million (2023: €85 million). The
fair value of the receivables approximates
the carrying
amount. Impairment losses on trade receivables
and unbilled revenues are presented as
part of sales costs in the consolidated
statement of
profit or loss.
| Loss allowances | |||
|
2024
|
2023
|
||
|
Position at January 1
|
85
|
85
|
|
|
Additions to loss allowances
|
Note 9
|
35
|
34
|
|
Releases from loss allowances
|
Note 9
|
(17)
|
(11)
|
|
Usage of loss allowances
|
(23)
|
(22)
|
|
|
Foreign exchange differences
|
9
|
(1)
|
|
|
Position at December 31
|
89
|
85
|
For further information on credit risk,
refer to
Note 29 – Financial risk management
.
186
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Wolters Kluwer 2024 Annual Report
Financial statements
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
|
2024
|
2023
|
|
|
Position at January 1
|
97
|
41
|
40
|
178
|
170
|
|
|
Recognized as revenues
in the year
|
443
|
–
|
–
|
443
|
502
|
|
|
Newly recognized cost
to fulfill a
contract
|
–
|
–
|
405
|
405
|
519
|
|
|
Transferred to trade
receivables
|
(462)
|
–
|
(404)
|
(866)
|
(1,007)
|
|
|
Newly recognized cost
to obtain a
contract
|
–
|
31
|
–
|
31
|
30
|
|
| Amortization of capitalized sales | ||||||
|
commissions
|
Note 9
|
–
|
(29)
|
–
|
(29)
|
(29)
|
| Autonomous movements in contract | ||||||
|
assets
|
(19)
|
2
|
1
|
(16)
|
15
|
|
| Acquired through business | ||||||
|
combinations
|
–
|
–
|
–
|
0
|
0
|
|
|
Foreign exchange differences
|
2
|
0
|
2
|
4
|
(7)
|
|
|
Position at December 31
|
80
|
43
|
43
|
166
|
178
|
The group did not recognize an impairment on the
unbilled revenues during the year (2023:
nil).
| Deferred income | ||
|
current and non-current
|
2024
|
2023
|
|
Position at January 1
|
2,001
|
1,970
|
|
New and existing contracts
with customers
|
4,668
|
4,300
|
|
Recognized as revenues from opening balance
|
(1,899)
|
(1,858)
|
|
Recognized as revenues
in the year on new and existing
contracts
|
(2,650)
|
(2,309)
|
|
Change in netting against trade
receivables
|
(46)
|
(53)
|
|
Autonomous movements in deferred income
|
73
|
80
|
|
Acquired through business combinations
|
4
|
6
|
|
Divestment of operations
|
(6)
|
–
|
|
Foreign exchange differences
|
92
|
(55)
|
|
Position at December 31
|
2,164
|
2,001
|
No material amount of revenues was
recognized in 2024 from performance obligations
(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 2024 was €4,941 million (2023:
€4,402 million), of
which €2,512 million was included
in deferred income (2023: €2,287
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 | ||
|
2024
|
2023
|
|
|
Position at January 1
|
86
|
88
|
|
Additions to provision for returns, refunds, and other
|
130
|
121
|
|
Usage of provision for returns,
refunds, and other
|
(139)
|
(121)
|
|
Autonomous movements in other contract liabilities
|
(9)
|
0
|
|
Foreign exchange differences
|
(1)
|
(2)
|
|
Position at December 31
|
76
|
86
|
| Note 25 – Other receivables | |||
|
2024
|
2023
|
||
|
Prepaid royalties
|
11
|
14
|
|
|
Non-current other receivables
|
11
|
14
|
|
|
Prepaid royalties
|
70
|
56
|
|
|
Other prepayments
|
154
|
116
|
|
|
VAT, sales tax, and other taxation
|
22
|
16
|
|
|
Miscellaneous receivables
|
16
|
10
|
|
|
Interest receivable
|
1
|
2
|
|
|
Collateral
|
2
|
–
|
|
|
Deferred divestment receivables
|
0
|
–
|
|
|
Derivative financial instruments
|
Note 29
|
–
|
2
|
|
Current other receivables
|
265
|
202
|
187
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Wolters Kluwer 2024 Annual Report
Financial statements
Notes to the consolidated financial statements
CONTINUED
| Note 26 – Cash and cash equivalents | |||
|
2024
|
2023
|
||
|
Deposits
|
417
|
649
|
|
|
Cash and bank balances
|
537
|
486
|
|
| Total cash and cash equivalents in the consolidated statement | |||
|
of financial position
|
954
|
1,135
|
|
|
Minus: Bank overdrafts used
for cash management purposes
|
Note 28
|
(9)
|
(146)
|
|
Total cash and cash equivalents
minus bank overdrafts
|
945
|
989
|
Material accounting policy information
Cash and cash equivalents
comprise cash and bank balances, and deposits
that are held
as part of the group’s cash
management for the purpose of meeting
short-term cash
commitments.
Bank overdrafts predominantly
result from cash pool arrangements
and are presented
within borrowings and bank
overdrafts in current liabilities.
The group discloses the
financial assets and financial liabilities
within these arrangements
on a gross basis.
An amount of €1 million (2023: €1 million) relates to cash
and cash equivalent balances of
entities that the group does
not fully own.
At December 31, 2024, bank balances
include an amount of €43 million (2023: €48 million)
of
restricted cash,
primarily due to local exchange control
regulations that restrict
exporting
cash and/or capital from
the relevant country.
| Note 27 – Trade and other payables | |||
|
2024
|
2023
|
||
|
Trade payables
|
159
|
165
|
|
|
Salaries, holiday allowances,
and other benefits
|
326
|
285
|
|
|
VAT, sales tax, social security
premiums, and other taxation
|
99
|
91
|
|
|
Pension-related payables
|
32
|
28
|
|
|
Royalty payables
|
104
|
87
|
|
|
Other accruals and payables
|
311
|
295
|
|
|
Interest payable
|
51
|
42
|
|
|
Deferred and contingent acquisition payables
|
Note 29
|
2
|
4
|
|
Derivative financial instruments
|
Note 29
|
3
|
–
|
|
Total
|
1,087
|
997
|
Note 28 – Net debt
| 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
|
2024
|
2023
|
|
Bonds 2008-2028 (100.00
*
)
|
€36
|
6.812
|
6.748
|
36
|
–
|
36
|
36
|
|
Bonds 2017-2027 (99.659
*
)
|
€500
|
1.575
|
1.500
|
499
|
–
|
499
|
499
|
|
Bonds 2020-2030 (99.292
*
)
|
€500
|
0.862
|
0.750
|
–
|
497
|
497
|
496
|
|
Bonds 2021-2028 (99.958
*
)
|
€500
|
0.307
|
0.250
|
499
|
–
|
499
|
499
|
|
Bonds 2022-2026 (99.922
*
)
|
€500
|
3.096
|
3.000
|
499
|
–
|
499
|
499
|
|
Bonds 2023-2031 (99.417
*
)
|
€700
|
3.877
|
3.750
|
–
|
695
|
695
|
694
|
|
Bonds 2024-2029 (99.964
*
)
|
€600
|
3.316
|
3.250
|
599
|
–
|
599
|
–
|
|
Bonds, measured at
amortized cost
|
2,132
|
1,192
|
3,324
|
2,723
|
|||
| Private placements | |||||||
|
2008-2038, measured at
amortized
cost
|
–
|
122
|
122
|
127
|
|||
| Deferred and contingent | |||||||
|
acquisition payables,
measured at fair value
|
0
|
–
|
0
|
1
|
|||
|
Other debt, measured
at
amortized cost
|
21
|
–
|
21
|
21
|
|||
| Derivative financial | |||||||
| instruments, measured | |||||||
|
at fair
value
**
|
–
|
17
|
17
|
5
|
|||
|
Other long-term debt
|
21
|
17
|
38
|
27
|
|||
| Total long-term debt | |||||||
|
(excluding lease liabilities)
|
2,153
|
1,331
|
3,484
|
2,877
|
|||
|
Lease liabilities
***
|
179
|
209
|
|||||
|
Total long-term debt
|
3,663
|
3,086
|
*
Issue price of the
financial instrument.
**
For further details
on these debt-related derivative
financial instruments,
refer to
Note 29 – Financial
risk
management.
***
For the repayment
commitments of lease liabilities,
refer to
Note 19 – Leasing
.
188
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Financial statements
Notes to the consolidated financial statements
CONTINUED
Note 28 – Net debt continued
| Reconciliation long-term debt to net debt | |||
|
2024
|
2023
|
||
|
Total long-term debt
|
3,663
|
3,086
|
|
| Borrowings and bank overdrafts: | |||
|
Euro Commercial Paper program
|
350
|
50
|
|
|
Bank overdrafts, measured
at amortized cost
|
Note 26
|
9
|
146
|
|
Total borrowings and bank overdrafts
|
359
|
196
|
|
|
Bonds 2014-2024
|
–
|
400
|
|
|
Short-term lease liabilities
|
63
|
63
|
|
| Deferred and contingent acquisition payables measured | |||
|
at fair value
|
Note 29
|
2
|
4
|
|
Derivative financial instruments
|
Note 29
|
3
|
–
|
|
Total short-term debt
|
427
|
663
|
|
|
Gross debt
|
4,090
|
3,749
|
|
| Minus: | |||
|
Cash and cash equivalents
|
Note 26
|
(954)
|
(1,135)
|
|
Collateral
|
(2)
|
–
|
|
|
Deferred divestment consideration receivable
|
Note 8
|
0
|
–
|
| Derivative financial instruments: | |||
|
Non-current assets
|
Note 21
|
–
|
–
|
|
Current assets
|
Note 25
|
–
|
(2)
|
|
Net debt
|
3,134
|
2,612
|
Material accounting policy information
Non-derivative financial
liabilities measured at
amortized cost
Financial liabilities measured
at amortized cost are bonds, the
Euro Commercial Paper
program, private placements,
other long- and short-term debt, and
trade payables
.
Reconciliation of liabilities arising from financing activities
| Gross debt, excluding lease liabilities, derivative financial instruments, and bank overdrafts | |||||||
| Balance at | Foreign | Other | Balance at | ||||
| January 1, | Net cash | Acquisitions/ | Unwinding | exchange | non-cash | December | |
| 2024 | flows | Divestments | of discount | differences | movements | 31, 2024 | |
|
Bonds
|
3,123
|
200
|
–
|
3
|
–
|
(2)
|
3,324
|
| Private | |||||||
|
placements
|
127
|
–
|
–
|
–
|
(5)
|
–
|
122
|
|
Other gross debt
|
76
|
299
|
(3)
|
–
|
1
|
–
|
373
|
|
Total
|
3,326
|
499
|
(3)
|
3
|
(4)
|
(2)
|
3,819
|
| Balance at | Foreign | Other | Balance at | ||||
| January 1, | Net cash | Acquisitions/ | Unwinding | exchange | non-cash | December | |
| 2023 | flows | Divestments | of discount | differences | movements | 31, 2023 | |
|
Bonds
|
3,126
|
(4)
|
–
|
3
|
–
|
(2)
|
3,123
|
| Private | |||||||
|
placements
|
142
|
–
|
–
|
0
|
(15)
|
–
|
127
|
|
Other gross debt
|
20
|
55
|
1
|
–
|
0
|
–
|
76
|
|
Total
|
3,288
|
51
|
1
|
3
|
(15)
|
(2)
|
3,326
|
| Lease liabilities | |||
|
current and non current
|
2024
|
2023
|
|
|
Position at January 1
|
272
|
313
|
|
|
Additions from new leases
|
23
|
27
|
|
|
Acquired through business combinations
|
4
|
0
|
|
|
Contract modifications and reassessments
of options
|
(4)
|
4
|
|
|
Repayment of lease liabilities
(interest and principal portion)
|
(70)
|
(74)
|
|
|
Unwinding of discount of lease liabilities
|
Note 14
|
8
|
9
|
|
Foreign exchange differences
|
9
|
(7)
|
|
|
Position at December 31
|
Note 19
|
242
|
272
|
For material accounting policy information
and estimates and judgments on lease
liabilities,
refer to Note 19 – Leasing
.
189
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Financial statements
Notes to the consolidated financial statements
CONTINUED
Note 28 – Net debt continued
Loan maturity
The following amounts of gross debt
(excluding lease liabilities) at December 31,
2024, are due
within and after five years:
| 2024 | |
|
2026
|
510
|
|
2027
|
509
|
|
2028
|
535
|
|
2029
|
599
|
|
Due after 2029
|
1,331
|
|
Long-term debt
|
3,484
|
|
Short-term debt (2025)
|
364
|
|
Total (excluding lease liabilities)
|
3,848
|
At December 31, 2023, €600 million
was short-term debt, €1,555
million was due in 2025, 2026,
2027, and 2028, and €1,322
million was due after 2028.
Financial liabilities measured at amortized cost
Bonds
The group has senior bonds outstanding
for an amount of €3,324 million at December 31,
2024
(2023: €3,123 million). The nominal interest rates
on the bonds are fixed until redemption.
On March 18, 2024, the group issued a €600
million five-year senior unsecured Eurobond.
The bonds were sold at an issue price of
99.964 percent and carry an annual coupon of
3.250 percent. The senior unsecured
bonds will mature on March 18, 2029. The
net proceeds
of the offering are used for general
corporate purposes.
On April 3, 2023, the group issued
a €700 million eight-year senior unsecured
Eurobond.
The bonds were sold at an issue price of
99.417 percent and carry an annual coupon of
3.750 percent. The senior unsecured
bonds will mature on April 3, 2031. The
net proceeds
of the offering are used for general
corporate purposes.
Private placements
The group holds private placements
in Japanese yen. These
private placements
(¥20,000 million) are converted to and hedged
against the euro via cross-currency
interest
rate swaps. These swaps
have been collateralized for credit
risk in
line with the treasury risk
management policies. There
is €2 million collateral outstanding
at December 31, 2024 (2023:
no collateral outstanding).
Multi-currency revolving credit facility
The group has a €600 million multi-currency
revolving credit facility in place, which
has been
renewed in July 2024. The facility will mature
in 2029 and includes two one-year extension
options. The interest rates
in the facility are variable. The
facility is
used for general corporate
purposes.
At December 31, 2024, no amounts were drawn
under the facility (December 31,
2023:
no amounts drawn). The facility is subject
to customary conditions, without
having a financial
credit covenant.
Euro Commercial Paper program
The group has a Euro Commercial Paper (ECP) program
in place, under which it may issue
unsecured, short-term debt (ECP notes)
for a maximum of €1.0 billion. The program
provides
flexible funding for short-term cash
needs at attractive
rates. At December 31, 2024,
€350 million of ECP notes were outstanding
(2023: €50 million).
Defaults and/or breaches
There were no defaults or breaches
on the loans and borrowings during 2024 or 2023
.
Note 29 – Financial risk management
Risk management framework
The group’s activities
are exposed to a variety of financial risks,
including market, liquidity,
and credit risk. Identification
and management of financial risks are carried out
by the central
treasury department (Corporate
Treasury), whereby the treasury operations
are conducted
within a framework of policies
and guidelines (Treasury Policy),
which are approved by the
Executive Board
and the Supervisory Board. The Treasury
Policy is
reviewed at least annually,
considering market circumstances
and market volatility, and is based on
assumptions
concerning future events,
subject to uncertainties and risks
that are outside of the group’s
control. The Treasury
Committee, comprising the Senior Vice
President Finance, Budgeting &
Reporting, Controller
Corporate Office, Executive
Vice President Treasury,
Tax & Risk, Senior
Vice President Corporate
Tax, and
representatives of Corporate
Treasury and Treasury
Back-Office, meets
quarterly to review treasury
activities and compliance with
the Treasury
Policy and reports directly
to the
Executive Board and the Audit Committee.
The Treasury
Back-Office reports
deviations directly to the CFO
and the Executive Vice President Treasury,
Tax & Risk.
Under the group’s Internal Control
Framework, the financial reporting controls,
including
policies and procedures,
of the Corporate Treasury
Department are periodically reviewed.
Corporate Treasury
reports quarterly to the Audit Committee
on its compliance with the
Treasury Policy.
190
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Financial statements
Notes to the consolidated financial statements
CONTINUED
Note 29 – Financial risk management
continued
The group’s funding activities
are carried out by Corporate
Treasury using long-term capital
market instruments and committed
credit facilities to ensure optimal
financial flexibility and
capital efficiency.
The borrowings, together
with cash generated from
operations, are lent or
contributed as equity
to the operating companies. The group
targets a net-debt-to-EBITDA
ratio of between 1.5
and 2.5. However, the group could temporarily
deviate from this relative
indebtedness ratio. At
December 31, 2024, the net-debt-to-EBITDA
ratio was 1.6 (2023: 1.5).
All treasury activities,
in particular the use of derivative
financial instruments, are
subject to
the principle of risk minimization and are executed
by specialized treasury personnel.
For this
reason, financial transactions
and risk positions are managed in a central
treasury
management and payment system. It is the
group’s policy that material currency
translation
exposures and variable interest exposures
are partially hedged by Corporate
Treasury in
accordance with the annual treasury plan
approved by the Audit Committee. The group
does
not purchase or hold derivative financial
instruments for speculative
purposes. The
group’s
risk profile is defined and reviewed regularly.
Although the economic environment has
become more challenging because of the
volatility in financial markets,
the exposure to
financial risks for the group’s activities
has not significantly changed,
nor has the approach
to these risks.
Market risk
Market risk is the risk that
changes in market prices, such as foreign
exchange rates and
interest rates, will affect
the group’s profit or loss or the value of its
financial instruments.
The
objective of market risk management
is to manage and control market risk exposures
within acceptable parameters,
while optimizing the return.
Currency risk
The group has identified transaction
and translation risks as currency
risks.
The transaction risk exposure
within individual group entities
is relatively immaterial. The
transaction prices invoiced to customers
for goods and/or services are mainly denominated
in the customers’ local currencies.
Given the nature of the business,
almost all related costs
are also incurred in
those local currencies. Derivative
financial instruments to hedge
transaction risks are therefore
not frequently used.
Translation risk is the risk that
exchange rate gains or losses arise
from translating the
statements of profit or loss,
cash flows, and financial position of foreign
subsidiaries to the
group’s presentation currency (euro) for consolidation purposes.
The group’s risk management strategy
practice is that material currency
translation
exposures (including U.S. dollar net investments)
are partially hedged by Corporate
Treasury.
Currency translation exposures
which impact the consolidated statements
of financial
position and/or profit or loss by 10% or
more are considered material. The currency
translation exposure on the
consolidated statement of cash
flows is partly mitigated by
matching cash inflows and outflows
in the same currency. The group’s main
translation risk is
its exposure to the U.S.
dollar.
In line with its risk management strategy,
the group manages the translation
risk using three
types of risk mitigating
actions, of which two types
of transactions are designated
as a hedge
and for which the group applies hedge accounting.
Hedge accounting
Material accounting policy information
Derivative financial instruments
and hedging activities
The group holds derivative
financial instruments to hedge risk
exposures.
Derivative financial instruments
are initially recognized at fair value
on the date a
derivative contract
is concluded and are subsequently remeasured
at fair value. The
method of recognizing gains
or losses depends on whether
the derivative is
designated
as
a hedging instrument and if so, the
nature of the item being hedged.
The group designates derivatives
as either:
•
Hedges of a risk associated with
a recognized asset or liability
or a highly
probable
forecast transaction
(cash flow hedge);
•
Hedges of a net investment in a foreign
operation (net investment hedge); or
•
Currency forward instruments to protect
the group’s net profit (not qualifying for
hedge
accounting).
With respect to
foreign currency forwards used in the cash
flow hedges and the net
investment hedges,
the group designates as a hedging
instrument only the change in
the
value of the spot component of a forward
contract (and not the forward element).
The
differential between the contracted
forward rate and the market spot rate,
defined
as
forward points, is recognized in
other comprehensive income and accumulated
in the
hedge reserve within total
equity.
Cash flow hedge
The effective part
of changes in the fair value of derivatives
that are designated and
qualify as cash flow hedges
are recognized in other comprehensive income,
and
accumulated in the hedge reserve
within total equity. Amounts accumulated
in the hedge
reserve are reclassified
to profit or loss within the line where
the result from the hedged
transaction is
recognized, in the same period the
hedged item affects the profit
or loss
.
191
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Financial statements
Notes to the consolidated financial statements
CONTINUED
Note 29 – Financial risk management
continued
The gain or loss relating
to the ineffective part of the hedging
relationship is recognized
in
profit or loss within financing results.
Reclassification of
hedge reserve to profit or loss
When a hedging instrument
matures or is sold, or when a hedge no longer
meets the
criteria for hedge accounting,
any cumulative gain or loss existing
in the hedge reserve
at
that time remains in the hedge reserve
and is only reclassified when the hedged
transaction is ultimately
recognized in profit or loss. When
a hedged transaction is
no
longer expected to occur,
the cumulative gain or loss in the hedge
reserve is reclassified
to
profit or loss.
Net investment hedge
Fair value changes of derivative
financial instruments used to hedge
the net investment in
foreign operations,
which are determined to be an effective
hedge, are recognized directly
in other comprehensive income in the
translation reserve. Gains
and losses accumulated
in
the translation reserve are reclassified
to profit or loss when the foreign operation
is
disposed. If a hedging relationship
is terminated and the derivative
financial instrument
is
not sold, future changes in the fair
value of the derivative financial instrument
are
recognized in
profit or loss.
The gain or loss relating
to the ineffective part of the hedging
relationship is recognized
in
profit or loss within financing results.
Derivatives that do not
qualify for hedge accounting
Changes in the fair value of any derivative
financial instruments that do not qualify
for
hedge accounting are recognized
in profit or loss within financing results.
Net investment hedge
The group partially protects
total equity from foreign exchange differences
using U.S. dollar
currency forward contracts
qualifying as net investment hedges,
which partially offset the
translation risk on U.S.
dollar-denominated subsidiaries and long-term
receivables of the
U.S.
operations, being the hedged
items. The fair value changes of the
net investment
hedge
partially offset the currency
differences on translation of U.S.
dollar-denominated
subsidiaries and long-term receivables
from U.S. operations, both
recognized in other
comprehensive income.
The group had U.S. dollar
forward contracts outstanding
for a total notional amount of
€289 million ($300 million)
at December 31, 2024 (2023: €249 million or $275
million). These
hedges created a U.S.
dollar balance sheet cover with a future
settlement date, recognized
as
a financial liability with a fair value
of €3 million at December 31, 2024.
The group had U.S. dollar
liabilities outstanding for a total
notional amount of €445 million
($462 million) at December 31,
2024 (2023: €432 million or $477 million). The U.S.
dollar
liabilities include net investment
hedges and other U.S. dollar-denominated
liabilities.
The
U.S. dollar balance sheet cover
of 13% (2023: 11%) is defined as the sum
of U.S. dollar
net
investment hedges and other U.S.
dollar liabilities outstanding divided
by the group’s
net
investment in U.S. dollar-denominated
assets.
Cash flow hedge
The group protects against
the translation differences on the
Japanese yen private placement
(2024 and 2023: ¥20,000 million)
and the related interest payments, using
cash flow hedges
by
means of four cross-currency interest
rate swaps. The fair value changes
of the cash flow
hedges are recognized in
equity until the hedging relationship
with the corresponding hedged
instrument is terminated.
At that moment, the translation
differences are reclassified to
profit
or loss.
Currency forwards
The group partially protects
net profit from foreign exchange differences
using U.S. dollar and
other currency forwards
not qualifying for hedge accounting. The
fair value changes of these
currency forwards are recognized
in financing results and partially offset
any translation risk
on profit or loss
elements.
In 2024, the group swapped
44% (2023: 88%) of the net financing results
of €62 million
(2023:
€27 million) into U.S. dollars using
foreign exchange derivatives
of $25 million (2023:
$20 million).
Sensitivity
Based on the percentage
of 44% for net financing results payable
in U.S. dollars, an
instantaneous 1% decline
of the U.S. dollar against the euro at
December 31, 2024, with all
other variables held constant,
would result in a decrease of approximately
€0.3 million in net
financing results (2023: €0.2
million).
Hedge effectiveness
Before applying hedge accounting,
the group assesses,
in accordance with the group’s risk
management policies and the
parameters of the hedge, whether
the designated hedge is
highly effective. In 2024,
the group did not record ineffectiveness
because of hedging
activities
(2023: no ineffectiveness). The
group measures hedge effectiveness
on a forward-
looking basis at the inception
of the hedging relationship and on an ongoing
basis at
reporting dates through
a qualitative assessment
of the critical terms of the
hedging
instrument and the hedged
item. The hedge values will generally
move in the opposite
direction because of the
same risk and hence an economic relationship
exists. The results of
these effectiveness
tests all satisfied the effectiveness
criterion during the year
.
192
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Financial statements
Notes to the consolidated financial statements
CONTINUED
Note 29 – Financial risk management
continued
Currency risk sensitivity
The following table details the group’s
sensitivity to a 1% weakening of the U.S.
dollar against
the euro:
|
2024
|
2023
|
|
|
Revenues
|
(40)
|
(38)
|
|
Adjusted operating profit
|
(14)
|
(13)
|
|
Operating profit
|
(13)
|
(12)
|
|
Adjusted net profit
|
(12)
|
(8)
|
|
Profit for the year
|
(11)
|
(8)
|
|
Shareholders’ equity at December
31
|
(29)
|
(36)
|
|
Adjusted free cash flow
|
(12)
|
(11)
|
Sensitivity analysis
A sensitivity analysis on the derivative
financial instruments portfolio
yields the following
results, assuming an instantaneous
1% decrease of the U.S. dollar and Japanese
yen against
the euro from their levels at December
31, 2024, and an instantaneous 1% increase
of the
U.S.
dollar, Japanese yen, and euro interest rates:
| 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)
|
0
|
| Changes of the U.S. dollar | |||||
| net investments due to | |||||
| Net investment | fluctuations of U.S. dollar | Forward | |||
| hedge |
exchange rates
|
$300
|
contracts 3 0 |
Interest rate risk
The group is exposed to interest
rate risk. The group aims to mitigate
the impact on its results
and cash flows of interest rate
movements, both by arranging fixed
or variable rate funding and
by use of derivative financial instruments.
At December 31, 2024, the group’s interest
rate position
(excluding cash and cash equivalents
and lease liabilities) was 91% (2023: 99%)
carried at a fixed
rate. The credit facility and the Euro Commercial
Paper program have a variable interest
rate.
Note 29 – Financial risk management continued
Assuming the same mix of variable and fixed
interest rate instruments,
an instantaneous
increase of interest rates of 1%
compared to the rates on December
31, 2024, with all other
variables held constant, would result,
on an annual basis, in an increase of approximately
€3.5 million in net financing results (hardly
any impact at December 31, 2023).
During 2024, there were no IBOR-replacements
that impacted the results for the group.
Liquidity risk
Liquidity risk is the risk that the group
will encounter difficulty in meeting
the obligations
associated with its financial liabilities
that are settled by delivering cash
or another financial
asset. The
group’s approach to manage liquidity is to ensure, as far
as possible, that
it will
have enough liquidity to meet its liabilities
when they are due.
The group actively manages liquidity
risk by maintaining enough cash and cash
equivalents,
and by the availability of committed borrowing
capacity. To reduce liquidity risk,
the group
has established the
following minimum requirements:
• No more than 25% of outstanding gross
debt minus available cash should be repayable
within a 12-month period;
• Acquiring of funding to start at least
one year in advance of all maturing debt or alternative
committed funding should be in place; and
• Minimum headroom of €500 million (sum of unused committed
credit facilities, cash
and
cash equivalents, and derivative
financial assets, minus other short-term
debt, current
deferred acquisition payables,
current derivative
financial liabilities, and bank overdrafts).
Per December 31, 2024, the group has access
to the unused part of
the committed credit
facilities of €600 million in total (2023:
€600 million) and cash and cash equivalents
of
€954
million (2023: €1,135 million), minus
other short-term debt, current
deferred and
contingent acquisition payables, bank
overdrafts, Euro Commercial Paper, and
current
derivative financial liabilities totaling
€364
million (2023: €200 million). The headroom
was €1,190 million at year-end 2024 (2023:
€1,537 million).
No assets have been collateralized
or in any other way secured under debt contracts.
Exposure to liquidity risk
The following tables relate to the remaining
contractual cash flows of financial liabilities
at the reporting date. These
tables show net cash flow amounts for derivative
financial
instruments that have simultaneous cash
settlements. The amounts for the non-derivative
financial instruments are gross
and undiscounted and include estimated
interest payments
and exclude the impact of netting agreements.
For the remaining contractual cash
flows
of lease liabilities, refer
to Note 19 – Leasing
.
193
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Financial statements
Notes to the consolidated financial statements
CONTINUED
Note 29 – Financial risk management
continued
| Contractual cash flows 2024 | Contractual cash flows 2023 | ||||||||||||
| 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
|
45
|
2
|
2
|
41
|
–
|
Bonds 2008-2028
|
36
|
47
|
2
|
2
|
43
|
–
|
|
Bonds 2017-2027
|
499
|
524
|
8
|
8
|
508
|
–
|
Bonds 2014-2024
|
400
|
410
|
410
|
–
|
–
|
–
|
|
Bonds 2020-2030
|
497
|
523
|
4
|
4
|
11
|
504
|
Bonds 2017-2027
|
499
|
531
|
8
|
8
|
515
|
–
|
|
Bonds 2021-2028
|
499
|
505
|
1
|
1
|
503
|
–
|
Bonds 2020-2030
|
496
|
527
|
4
|
4
|
11
|
508
|
|
Bonds 2022-2026
|
499
|
530
|
15
|
515
|
–
|
–
|
Bonds 2021-2028
|
499
|
506
|
1
|
1
|
504
|
–
|
|
Bonds 2023-2031
|
695
|
884
|
26
|
26
|
79
|
753
|
Bonds 2022-2026
|
499
|
545
|
15
|
15
|
515
|
–
|
|
Bonds 2024-2029
|
599
|
699
|
20
|
20
|
659
|
–
|
Bonds 2023-2031
|
694
|
910
|
26
|
26
|
79
|
779
|
| Private placements: | Private placements: | ||||||||||||
|
Private placements 2008-2038
|
122
|
177
|
4
|
4
|
12
|
157
|
Private placements 2008-2038
|
127
|
189
|
4
|
4
|
13
|
168
|
| Long- and short-term deferred and | Long- and short-term deferred and | ||||||||||||
|
contingent acquisition payables
|
2
|
2
|
2
|
0
|
–
|
–
|
contingent acquisition payables
|
5
|
5
|
4
|
1
|
–
|
–
|
|
Other debt
|
21
|
21
|
–
|
11
|
10
|
–
|
Other debt
|
21
|
21
|
–
|
11
|
10
|
–
|
|
Borrowings and bank overdrafts
|
359
|
359
|
359
|
–
|
–
|
–
|
Borrowings and bank overdrafts
|
196
|
196
|
196
|
–
|
–
|
–
|
|
Trade payables
|
159
|
159
|
159
|
–
|
–
|
–
|
Trade payables
|
183
|
183
|
183
|
–
|
–
|
–
|
|
Total
|
3,987
|
4,428
|
600
|
591
|
1,823
|
1,414
|
Total
|
3,655
|
4,070
|
853
|
72
|
1,690
|
1,455
|
| Derivative financial instruments | Derivative financial instruments | ||||||||||||
|
(Receipts)
(286)
|
(286)
|
(Receipts)
|
(252)
|
(252)
|
|||||||||
|
Payments
|
281
|
281
|
Payments
|
249
|
249
|
||||||||
|
Foreign exchange derivatives
|
3
|
(5)
|
(5)
|
0
|
0
|
0
|
Foreign exchange derivatives
|
(2)
|
(3)
|
(3)
|
0
|
0
|
0
|
|
(Receipts)
|
(177)
|
(4)
|
(4)
|
(12)
|
(157)
|
(Receipts)
|
(189)
|
(4)
|
(4)
|
(13)
|
(168)
|
||
|
Payments
|
230
|
8
|
8
|
23
|
191
|
Payments
|
238
|
8
|
8
|
23
|
199
|
||
|
Cross-currency interest
rate swaps
|
17
|
53
|
4
|
4
|
11
|
34
|
Cross-currency interest
rate swaps
|
5
|
49
|
4
|
4
|
10
|
31
|
|
Total derivative financial liabilities/(assets)
|
20
|
48
|
(1)
|
4
|
11
|
34
|
Total derivative financial liabilities/(assets)
|
3
|
46
|
1
|
4
|
10
|
31
|
194
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Wolters Kluwer 2024 Annual Report
Financial statements
Notes to the consolidated financial statements
CONTINUED
Note 29 – Financial risk management
continued
Credit risk
Credit risk represents
the loss that would be recognized if a
customer or counterparty
to a
financial instrument fails
to meet its contractual
obligations, and arises principally
from the
group’s receivables from customers, unbilled revenues,
and investments in debt securities.
The
carrying amount of non-derivative
financial assets
represents the maximum credit
exposure
and amounted to €2,202 million
at December 31, 2024 (2023: €2,347
million).
Financial instruments and excess cash at financial institutions
The group is exposed to
credit risks due to its use of derivatives
and because of excess cash
deposited at banks. It
is the group’s policy to conclude financial transactions
under ISDA
(International Swap Dealers
Association) master agreements.
Cash invested and financial
transactions are only concluded
with
financial institutions with
strong credit ratings (at least
a
credit rating of A-/A3).
Furthermore, credit limits per counterparty
are in place and are monitored
periodically.
At December 31, 2024, there
were no material credit risk concentrations
outstanding while the
average weighted credit
rating of counterparties was
A+ (2023: A+). The aim is to spread
transactions among counterparties.
No credit limits were
materially exceeded during the
reporting period and management
does not expect any losses from
non-performance by these
counterparties on current outstanding
contracts.
Trade receivables and unbilled
revenues
The group has a natural exposure
to credit risk in its operational business.
This exposure of the
group’s operating companies to
credit risk is inherently limited,
considering the diversified
customer portfolio
of the group, and since a substantial part
of the transactions is prepaid
by
customers. The group’s
operating companies actively monitor the
solvency of their key accounts
and assess creditworthiness
of customers before concluding a
contract.
The group determines the
impairment on trade receivables and
unbilled revenues using the
lifetime expected
credit loss model, whereby the historical
credit losses on trade receivables
(a credit event) are used
as a base for the future expected
credit losses. The
accounting policy
and the assumptions are
periodically evaluated by the group
using macroeconomic data and
historical back-testing
of the assumptions.
At December 31, 2024, the
loss allowances on trade receivables
and unbilled revenues amounted
to €89 million. The majority
of these loss allowances relate
to trade receivables that are overdue
for more than one year, as
legislation in various countries
does not allow a write-off until
a
certain number of years is passed.
The trade receivables
and unbilled revenues that are not overdue for more
than one year or
have
no specific impairment risk have sound creditworthiness
and meet the credit rating grades
as defined in the internal policy
for assessing the impairment of
financial assets. For each
trade
receivable less than one year overdue,
there is a loss allowance of at least 0.5%
of the
outstanding balance.
For material accounting policy
information and estimates and
judgments applied in determining
the loss allowances on trade
receivables and unbilled revenues, refer
to Note 9 – Sales costs
and
Note 24 – Contract assets and
liabilities.
195
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Wolters Kluwer 2024 Annual Report
Financial statements
Notes to the consolidated financial statements
CONTINUED
Note 29 – Financial risk management
continued
Fair value of financial instruments
The following table shows
the carrying amounts and fair values of
financial assets and
liabilities (excluding lease liabilities),
including
their levels in the fair value hierarchy.
|
2024
|
2023
|
||||||
| 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
*
|
80
|
80
|
97
|
97
|
|||
|
Trade receivables
*
|
1,129
|
1,129
|
1,087
|
1,087
|
|||
|
VAT, sales tax, and other taxation
*
|
22
|
22
|
16
|
16
|
|||
|
Miscellaneous receivables
*
|
16
|
16
|
10
|
10
|
|||
|
Interest receivable
*
|
1
|
1
|
2
|
2
|
|||
|
Deferred divestment consideration receivable
*
|
0
|
0
|
–
|
–
|
|||
|
Cash and cash equivalents
*
|
954
|
954
|
1,135
|
1,135
|
|||
|
Total non-derivative financial
assets
|
2,202
|
2,202
|
0
|
2,347
|
2,347
|
||
|
Bonds 2008-2028
|
36
|
40
|
40
|
36
|
41
|
||
|
Bonds 2014-2024
|
–
|
–
|
400
|
398
|
|||
|
Bonds 2017-2027
|
499
|
487
|
487
|
499
|
479
|
||
|
Bonds 2020-2030
|
497
|
444
|
444
|
496
|
435
|
||
|
Bonds 2021-2028
|
499
|
462
|
462
|
499
|
449
|
||
|
Bonds 2022-2026
|
499
|
501
|
501
|
499
|
501
|
||
|
Bonds 2023-2031
|
695
|
723
|
723
|
694
|
727
|
||
|
Bonds 2024-2029
|
599
|
609
|
609
|
||||
|
Private placements 2008-2038
|
122
|
140
|
140
|
127
|
149
|
||
|
Long- and short-term deferred and contingent acquisition payables
|
2
|
2
|
2
|
5
|
5
|
||
|
Other debt
*
|
21
|
21
|
21
|
21
|
|||
|
Borrowings and bank overdrafts
*
|
359
|
359
|
196
|
196
|
|||
|
Trade payables
*
|
159
|
159
|
183
|
183
|
|||
|
Interest payable
*
|
51
|
51
|
42
|
42
|
|||
|
Total non-derivative financial
liabilities
|
4,038
|
3,998
|
3,266
|
140
|
2
|
3,697
|
3,626
|
| Derivative financial instruments: | |||||||
|
Non-current assets
|
–
|
–
|
–
|
–
|
|||
|
Current assets
|
–
|
–
|
2
|
2
|
|||
|
Total derivative financial assets
|
0
|
0
|
2
|
2
|
|||
|
Non-current liabilities
|
17
|
17
|
17
|
5
|
5
|
||
|
Current liabilities
|
3
|
3
|
3
|
–
|
–
|
||
|
Total derivative financial liabilities
|
20
|
20
|
20
|
5
|
5
|
*
Fair value approximates
the carrying amount.
196
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Financial statements
Notes to the consolidated financial statements
CONTINUED
Note 29 – Financial risk management
continued
Fair value hierarchy
The fair values have been determined
by the group based on market data and appropriate
valuation methods/quotes.
Valuation methods include:
•
Level 1: reference to quoted prices
(unadjusted) in active markets
for similar assets and
liabilities;
•
Level 2: inputs other than quoted
prices that are observable for the asset
or liability and
that may have a significant impact
on the fair value, either directly (i.e.,
as prices) or
indirectly (i.e.,
derived from prices) based on discounted
cash flow analyses, using data
input of observable financial
markets and financial institutions;
and
•
Level 3: inputs that are not based on
observable market data. The valuation
method can be
based on discounted cash
flow analyses, or other models
that are substantially identical.
There has been no change in the
fair value hierarchy compared to 2023.
The Level 3 fair value movements
in non-derivative financial liabilities
are as follows:
|
2024
|
2023
|
||
|
Balance at January 1
|
5
|
4
|
|
|
Acquired through business combinations
|
Note 8
|
0
|
4
|
|
Settlements
|
Note 8
|
(3)
|
(3)
|
|
Fair value changes of contingent considerations
|
Note 11
|
0
|
0
|
|
Foreign exchange differences
|
0
|
0
|
|
|
Balance at December 31
|
2
|
5
|
Deferred and contingent
acquisition payables
Material accounting policy information
Non-derivative financial
liabilities at fair value through profit
or loss comprise deferred
and contingent considerations
and are measured at fair value. Changes therein
are
recognized in profit or loss.
The contingent considerations
are based on a discounted cash
flow model, which considers
the present value of expected
payments, using a risk-adjusted
discount rate. The expected
payment is determined by considering possible
scenarios, the
amount to be paid under each scenario,
and the probability of each scenario.
The
estimated fair value could increase
(or decrease) if
assumptions change.
The fair value of the deferred
and contingent acquisition payables balance
amounted to
€2 million (2023: €5 million) and can be presented
as follows:
| Fair value | Maximum | Fair value | |||
| December 31, | Of which: | Of which: | exposure | December 31, | |
| 2024 | short term | long term | (undiscounted) | 2023 | |
|
Total
|
2
|
2
|
0
|
2
|
5
|
| Note 30 – Employee benefits | ||
|
2024
|
2023
|
|
|
Retirement plans
|
11
|
29
|
|
Other post-employment benefit plans
|
47
|
45
|
|
Other long-term employment benefits
|
9
|
7
|
|
Total
|
67
|
81
|
Material accounting policy information
Defined contribution plans
Obligations for contributions
to defined contribution plans are recognized
as employee
benefit expenses in profit
or loss in the period during which services
are rendered
by
employees. Prepaid contributions
are recognized as an asset to
the extent that
a
cash refund or reduction in future
payments is available.
Defined benefit plans
The group’s net obligation
in respect of
defined employee benefit plans is calculated
separately for each plan
by estimating the amount of future
benefits that employees
have
earned in
the current and prior periods, discounting
that amount, and
deducting
the
fair value of any plan assets.
The calculation of defined
benefit obligations is performed
annually by a qualified
actuary
using the projected unit credit method.
When the calculation results in a potential
asset for the group, the
recognized asset is limited
to the present value of economic
benefits available in the form
of any future refunds from the plan,
or reductions in
future
contributions to
the plan. To calculate the present
value of economic benefits,
consideration is given to
any applicable minimum funding requirements.
197
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Financial statements
Notes to the consolidated financial statements
CONTINUED
Note 30 – Employee benefits
continued
All remeasurement gains and losses of the
net defined benefit liabilities or
assets, which
consist of actuarial gains and losses,
return on plan assets (excluding
interest), and the
effect of the asset ceiling (if any, excluding
interest), are recognized immediately
in other
comprehensive income, in the period in which
they occur.
The group determines the net interest
expense or income on the
net defined benefit
liability or asset for the period
by applying the discount rate used
to measure the defined
benefit obligation at the beginning
of the annual period to the net defined
benefit liability
or asset, considering any changes
in the net defined benefit liability or
asset during the
period resulting from contributions
and benefit payments. Net interest
expense and other
expenses related to defined benefit
plans, such as fund administration
costs, are
recognized in profit or loss, when incurred.
When the benefits of a plan are changed
or when a plan is curtailed, the resulting
change
in the defined benefits that relates
to past service or the gain or loss
on curtailment is
recognized directly in profit or loss.
The group recognizes gains and losses
on the
settlement of a defined benefit
plan when the settlement occurs.
A curtailment occurs
when an entity significantly reduces
the number of employees covered by a plan.
Amendments to the terms of a defined benefit
plan will be considered plan amendments
and will be fully accounted for as past
service costs. If a plan amendment,
curtailment, or
settlement occurs, the
current service cost and the net interest
for the period after the
remeasurement are determined using the assumptions applied for the remeasurement.
Long-term service benefits
The group’s net obligation in respect
of long-term service benefits,
such as jubilee
benefits, is the amount of future benefits
that employees have earned in return for
their
service in the current and prior periods.
The obligation is calculated using the
projected
unit credit method and is discounted to
its present value, with the fair
value of any related
assets deducted
.
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 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 annual service costs.
198
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Financial statements
Notes to the consolidated financial statements
CONTINUED
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
€1.2 billion as of
December 31, 2024, followed by the
United Kingdom
and the United States with
defined benefit obligations of €80
million and €64 million,
respectively.
There are also retirement plans in Belgium
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 134.7%
(these are year- and
plan-specific).
The Dutch pension scheme
has an unaudited 12-month rolling average
coverage ratio of
131.1% at December 31, 2024
(2023: 127.5%). 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 2024,
of which the employer contributed
the excess above the 24.0% basic
premium. The pension
base is capped.
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-
nominate 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. Based
on the 5 April 2023 triennial valuation
(formalized in May 2024) it
was
concluded that the scheme is in surplus,
and no recovery plan or deficit contributions
are
required.
On November 21, 2024, the
Trustee of the Wolters Kluwer
Holdings (UK) PLC Final Salary
Scheme entered into an agreement
with the Pension Insurance Company (PIC), a specialist
insurer of UK defined benefit pension
plans, to purchase a bulk annuity insurance
policy,
known as a ‘buy-in’, as
part of its de-risking strategy.
The buy-in agreement transferred
the
principal economic and demographic
risks associated with the
U.K. retirement scheme to PIC
and removed the volatility
in relation to the U.K. retirement
scheme from the Group’s
consolidated statement
of financial position.
The main risk that the Group
retains is counterparty risk, with
market risk on the assets that
were remaining in the U.K. retirement
scheme at the transaction date
now largely removed.
As
part of the purchase of the buy-in
policy, the group contributed
£0.8 million to the U.K.
retirement scheme to cover
anticipated future scheme costs
following the purchase of the
buy-in policy.
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.
199
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Financial statements
Notes to the consolidated financial statements
CONTINUED
Note 30 – Employee benefits
continued
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.
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 €22 million at December
31, 2024), with a positive
pledge issued by a Wolters
Kluwer U.K. group company in the
event of paying dividends and/or repaying
intercompany
loans. The funding and guarantees
will be reassessed based
on a new triennial valuation.
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 %
|
2024
|
2023
|
| Retirement plans | ||
|
Discount rate to discount the
obligations at year end
|
3.6
|
3.3
|
|
Discount rate for pension expense
|
3.3
|
3.9
|
|
Expected rate of pension
increases (in payment) at
year end
|
3.1
|
2.6
|
|
Expected rate of pension
increases (in deferral)
at year end
|
3.1
|
2.5
|
|
Expected rate of inflation
increase for pension expense
|
2.2
|
2.1
|
| Other post-employment benefit plans | ||
|
Discount rate to discount the
obligations at year end
|
4.8
|
4.3
|
|
Discount rate for pension expense
|
4.3
|
4.6
|
|
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
2024, including fund specific 2022 experience
loading
(2023: 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 (2023: 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
(2023: SAPS S3 (Year of Birth)
CMI 2022 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.
200
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Financial statements
Notes to the consolidated financial statements
CONTINUED
Note 30 – Employee benefits
continued
The current life expectancies
underlying the value of the defined benefit
retirement
obligations at December
31, 2024, are as follows:
|
in years
|
The Netherlands
|
United States
|
United Kingdom
|
|
Life expectancy at
age of 65 now – Male
|
21.9
|
20.7
|
21.5
|
|
Life expectancy at
age of 65 now – Female
|
24.3
|
22.6
|
23.6
|
|
Life expectancy aged
65 in 20 years – Male
|
23.9
|
22.8
|
22.5
|
|
Life expectancy aged
65 in 20 years – Female
|
26.3
|
25.1
|
25.0
|
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
|
|||
|
2024
|
Baseline
|
17
|
1,369
|
|
| Decrease of | Increase of | Decrease of | Increase of | |
| Change compared to baseline | assumption | assumption | assumption | assumption |
|
Discount rate (change by 1%)
|
6
|
(4)
|
240
|
(189)
|
|
Pension increase rate (change
by 0.5%)
|
(2)
|
2
|
(93)
|
104
|
|
Inflation increase rate
(change by 0.5%)
|
(2)
|
3
|
(129)
|
151
|
|
Mortality table (change by one year)
|
–
|
0
|
(66)
|
57
|
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 relate 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 2024, this resulted in a Dutch pension
increase assumption of
3.11% compared to 2.55% at year-end
2023.
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 | |||
| in millions of euro |
(excluding interest)
|
Defined benefit obligations
|
|
|
2024
|
Baseline
|
1
|
47
|
| 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% (2023: 3%) according to the
plan
rules. The
main U.S. medical plan is therefore
hardly sensitive to medical cost
increases.
201
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Financial statements
Notes to the consolidated financial statements
CONTINUED
Note 30 – Employee benefits
continued
| Defined benefit | Other post- | |||||||||
| Plan liabilities and plan assets | retirement plans | employment plans | ||||||||
| Defined benefit | Other post- |
2024
|
2023
|
2024
|
2023
|
|||||
| retirement plans | employment plans | Pension expenses | ||||||||
|
2024
|
2023
|
2024
|
2023
|
Employer service cost
|
15
|
13
|
1
|
1
|
||
| Plan liabilities |
Past service costs
– plan amendment
|
(27)
|
–
|
–
|
–
|
|||||
|
Fair value at January 1
|
1,352
|
1,263
|
45
|
44
|
Interest expense on
irrecoverable surplus
|
0
|
0
|
–
|
–
|
|
|
Employer service cost
|
15
|
13
|
1
|
1
|
Interest expense on
defined benefit obligations
|
44
|
48
|
2
|
2
|
|
|
Interest expense on
defined benefit obligations
|
44
|
48
|
2
|
2
|
Interest income on plan assets
|
(44)
|
(47)
|
–
|
–
|
|
|
Administration costs
and taxes
|
2
|
2
|
–
|
–
|
Administration costs
and taxes
|
2
|
2
|
–
|
0
|
|
|
Benefits paid by fund
|
(55)
|
(54)
|
–
|
–
|
Total pension expense
|
(10)
|
16
|
3
|
3
|
|
|
Benefits paid by employer
|
–
|
–
|
(3)
|
(3)
|
Of which is included in: | |||||
|
Remeasurement (gains)/losses
|
25
|
78
|
0
|
2
|
Employee benefit expenses
|
Note 12
|
(11)
|
15
|
1
|
1
|
|
Acquired through business combinations
|
1
|
–
|
0
|
0
|
Other finance (income)/costs
|
Note 14
|
1
|
1
|
2
|
2
|
|
Contributions by plan participants
|
4
|
4
|
–
|
–
|
||||||
|
Plan amendments and curtailments
|
(27)
|
–
|
–
|
–
|
||||||
|
Foreign exchange differences
|
8
|
(2)
|
2
|
(1)
|
||||||
|
Fair value at December 31
|
1,369
|
1,352
|
47
|
45
|
||||||
| Plan assets | ||||||||||
|
Fair value at January 1
|
1,337
|
1,240
|
0
|
0
|
||||||
|
Interest income on plan assets
|
44
|
47
|
–
|
–
|
||||||
|
Return on plan assets
greater than discount rate
|
6
|
82
|
–
|
–
|
||||||
|
Benefits paid by fund
|
(55)
|
(54)
|
(3)
|
(3)
|
||||||
|
Acquired through business combinations
|
1
|
–
|
–
|
–
|
||||||
|
Contributions by employer
|
13
|
19
|
3
|
3
|
||||||
|
Contributions by plan participants
|
4
|
4
|
–
|
–
|
||||||
|
Foreign exchange differences
|
8
|
(1)
|
–
|
–
|
||||||
|
Fair value at December 31
|
1,358
|
1,337
|
0
|
0
|
||||||
| Funded status | ||||||||||
|
Deficit/(surplus) at December
31
|
11
|
15
|
47
|
45
|
||||||
|
Irrecoverable surplus
|
0
|
14
|
–
|
–
|
||||||
|
Net liability at December
31
|
11
|
29
|
47
|
45
|
||||||
In 2024, there was no asset
ceiling in the U.K. pension plan (2023:
€13 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 (2023:
no liability).
Plan amendments
In 2024, the Dutch social
partners agreed that as of January
1, 2027, the current Dutch defined
benefit plan will transition
to a defined contribution plan, and that
both current risks and
future accruals will cease
as of that date. This decision resulted
in a plan amendment gain of
€27 million.
Employer contributions
The group’s employer contributions
to be paid to the defined benefit retirement
plans in 2025
are estimated at €12 million (2024: actual
employer contributions of €13 million).
202
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Financial statements
Notes to the consolidated financial statements
CONTINUED
Note 30 – Employee benefits
continued
Remeasurements
The pre-tax cumulative amount
of remeasurement gains/losses recognized
in the
consolidated statement
of comprehensive income is as
follows:
|
2024
|
2023
|
|
|
Position at January 1
|
(121)
|
(120)
|
|
Recognized in other comprehensive income
|
(5)
|
(1)
|
|
Cumulative amount at December
31
|
(126)
|
(121)
|
| Remeasurement gains/(losses) for the year | ||
|
2024
|
2023
|
|
|
Remeasurement gains/(losses) due to experience
adjustments
|
16
|
(62)
|
|
Remeasurement gains/(losses)
due to changes in demographic assumptions
|
3
|
3
|
|
Remeasurement gains/(losses)
due to changes in financial assumptions
|
(44)
|
(21)
|
|
Remeasurement gains/(losses)
on defined benefit obligations
|
(25)
|
(80)
|
|
Return on plan assets
greater/(lower) than discount
rate
|
6
|
82
|
| Change in irrecoverable surplus, other than interest and foreign | ||
|
exchange differences
|
14
|
(3)
|
|
Recognized remeasurement
gains/(losses) on defined benefit
plans in other
comprehensive income
|
(5)
|
(1)
|
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, 2024, was
a
gain of €51 million (2023: gain of €129
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
|
2024
|
2023
|
| Retirement plans | ||
|
The Netherlands
|
16.5
|
16.7
|
|
United Kingdom
|
10.7
|
11.5
|
|
United States
|
8.7
|
9.3
|
| Other post-employment plans | ||
|
United States
|
6.3
|
6.7
|
Investment mix
The breakdown of plan assets
as of December 31 is as follows:
| Equity |
2024
|
Quoted
|
Unquoted
|
2023
|
Quoted
|
Unquoted
|
|
Equity
|
392
|
392
|
–
|
355
|
355
|
–
|
|
Private equity
|
1
|
–
|
1
|
1
|
–
|
1
|
| Bonds | ||||||
|
Government bonds
|
396
|
396
|
–
|
476
|
476
|
–
|
|
Corporate bonds
|
177
|
177
|
–
|
183
|
183
|
–
|
|
Other bonds
|
–
|
–
|
–
|
11
|
11
|
–
|
|
Asset-backed securities
|
111
|
111
|
–
|
87
|
87
|
–
|
|
Other
Insurance contracts
|
205
|
77
|
128
|
130
|
–
|
130
|
|
Real estate
|
97
|
45
|
52
|
93
|
42
|
51
|
|
Derivatives and other
securities
|
(27)
|
(27)
|
–
|
(20)
|
(20)
|
–
|
|
Cash
|
6
|
6
|
–
|
21
|
21
|
–
|
|
Total
|
1,358
|
1,177
|
181
|
1,337
|
1,155
|
182
|
At December 31, 2024, 87%
of the plan assets relate to
quoted financial instruments (2023:
86%). 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.
203
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Financial statements
Notes to the consolidated financial statements
CONTINUED
Note 30 – Employee benefits
continued
| Proportion of plan assets | ||
|
in %
|
2024
|
2023
|
|
Equity
|
29
|
27
|
|
Bonds
|
50
|
57
|
|
Other
|
21
|
16
|
|
Total
|
100
|
100
|
| Note 31 – Provisions | ||
|
2024
|
2023
|
|
|
Provision for restructuring commitments
|
15
|
7
|
|
Provision for acquisition integration
|
1
|
1
|
|
Restructuring provisions
|
16
|
8
|
|
Legal provisions
|
11
|
12
|
|
Other provisions
|
6
|
6
|
|
Total
|
33
|
26
|
|
Of which short term
|
28
|
21
|
Material accounting policy information
Restructuring provisions
The restructuring provisions
include liabilities arising from changes
in the organizational
structure, integration
of activities following an acquisition,
expected redundancy
payments, and onerous contracts.
Legal provisions
For legal and judicial proceedings
against the group, a legal provision
is recognized only
if
both an adverse outcome is probable
and the amount of the loss can be reliably
estimated. If one of these
conditions is not met, the proceeding or
claim is disclosed
as
a contingent liability if
material.
Other provisions
Other provisions primarily
include provisions for dilapidation commitments
on real estate
leases.
Estimates and judgments
Legal provisions
The group is involved in legal
and judicial proceedings in the ordinary course of
business.
Provisions and contingencies
related to these matters
are periodically assessed
based
on
the latest information available,
usually after consultation with
and the assistance
of
lawyers and other specialists.
The prediction of the outcome
and the assessment of a possible
loss by management are
based on management’s judgments
and estimates. The actual
outcome of a proceeding
or
claim may differ from the estimated
liability.
Refer to
Note 36 – Commitments, contingent assets,
and contingent liabilities.
| Movements in provisions | ||||||
| Restructuring | Legal | Other | ||||
| Long-term provisions at | provisions | provisions |
provisions
|
2024
|
2023
|
|
|
January 1
|
0
|
1
|
4
|
5
|
5
|
|
|
Add: short-term provisions
|
8
|
11
|
2
|
21
|
19
|
|
|
Total provisions at
January 1
|
8
|
12
|
6
|
26
|
24
|
|
| Movements | ||||||
| Additions for restructuring | ||||||
|
of stranded costs
|
Note 8
|
1
|
–
|
–
|
1
|
0
|
| Additions for acquisition | ||||||
|
integration
|
Note 11
|
0
|
–
|
–
|
0
|
4
|
|
Other additions
|
16
|
1
|
1
|
18
|
10
|
|
|
Total additions
|
17
|
1
|
1
|
19
|
14
|
|
|
Appropriation of provisions
|
(7)
|
(2)
|
0
|
(9)
|
(10)
|
|
|
Release of provisions
|
(2)
|
(1)
|
(2)
|
(5)
|
(2)
|
|
|
Exchange differences
|
1
|
1
|
0
|
2
|
0
|
|
|
Total movements
|
9
|
(1)
|
(1)
|
7
|
2
|
|
|
Total provisions at
December 31
|
17
|
11
|
5
|
33
|
26
|
|
|
Less: short-term provisions
|
(16)
|
(9)
|
(3)
|
(28)
|
(21)
|
|
|
Long-term provisions at
December 31
|
1
|
2
|
2
|
5
|
5
|
204
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Financial statements
Notes to the consolidated financial statements
CONTINUED
Note 32 – Capital and reserves
Authorized share capital
and number of shares
The authorized share capital
amounted to €102.0 million, consisting
of €51.0 million in
ordinary shares (425 million of ordinary shares with
a nominal value of €0.12 per ordinary
share) and €51.0 million in preference shares (425 million
of preference shares with a nominal
value of €0.12 per preference share).
Ordinary shares
The issued share capital
consists of ordinary shares.
On September 13, 2024, the
company completed the reduction in ordinary
share capital
approved by shareholders at the
Annual General Meeting of Shareholders
held on May 8, 2024.
In 2024, the company canceled 10,000,000
ordinary shares to the amount of €1,187
million
previously held as treasury
shares (2023: 9,000,000 ordinary shares
were canceled to the
amount of €947 million). Consequently,
in 2024, the total number of issued ordinary
shares
is
reduced to 238,516,153 with
a nominal value of
€29 million (2023: 248,516,153 shares
with a
nominal value of €30 million).
Incremental costs directly
attributable to the issuance of ordinary
shares are recognized as
a
deduction from equity, net of any tax
effects.
Preference shares
Preference share capital
is classified as equity if
it is non-redeemable or redeemable only
at
the company’s option, and
any dividends are discretionary.
There are no preference
shares
issued.
Repurchase and reissue
of share capital (treasury
shares)
When share capital recognized
as equity is repurchased (treasury
shares), the amount of the
consideration paid, including directly
attributable costs,
is recognized as a change in equity.
For a reconciliation of the
weighted-average number of shares and earnings
per share,
see
Note 7 – Earnings per share.
| 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
|
2024
|
2024
|
2023
|
2024
|
2023
|
|
At January 1
|
257,516
|
248,516
|
(8,005)
|
(8,802)
|
240,511
|
248,714
|
|
Cancelation of shares
|
(9,000)
|
(10,000)
|
10,000
|
9,000
|
0
|
0
|
|
Repurchased shares
|
–
|
–
|
(6,701)
|
(8,738)
|
(6,701)
|
(8,738)
|
|
Long-term incentive plan
|
–
|
–
|
556
|
535
|
556
|
535
|
|
At December 31
|
248,516
|
238,516
|
(4,150)
|
(8,005)
|
234,366
|
240,511
|
|
Issued share capital at €0.12 (€’000)
|
29,822
|
28,622
|
||||
|
Proposed dividend per share
(€)
|
2.33
|
2.08
|
||||
| Proposed dividend distribution | ||||||
|
(€’000)
|
547,818
|
502,722
|
||||
Treasury shares
Shares repurchased by the
company are added to and held as treasury
shares. Treasury
shares are measured at cost,
representing the market price on the acquisition
date. The
treasury share reserve is
not available for
distribution. Treasury
shares are deducted from
retained earnings. The group
offsets the dilution of its
performance share issuance annually
via share repurchases. A
part of the treasury shares is retained
and used to meet future
obligations under share-based incentive schemes.
In 2024, the group executed
a share buyback of €1,000 million (2023:
€1,000 million). The group
repurchased 6.7 million
(2023: 8.7
million) of ordinary shares under this program
at an average
stock price of €149.23
(2023: €114.44). In 2024, the group used
0.6 million shares held in
treasury for the vesting
of the LTIP grant 2022-24.
In October 2024, the company signed
a mandate to execute up to €100 million
in share
buybacks for the period
starting January 2, 2025, up to and including
February 24, 2025
.
205
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Financial statements
Notes to the consolidated financial statements
CONTINUED
Note 32 – Capital and reserves
continued
Legal reserve participations
Legal reserve participations
contain appropriations of profits
of group companies, which are
allocated to a legal reserve based
on statutory and/or legal requirements.
The legal reserve
is not available for distribution.
Hedge reserve
Hedge reserve relates to the
effective portion of the changes
in fair value of the hedging
instruments used for cash flow hedging
and net investment hedging purposes.
The hedge
reserve is a legal reserve and not available
for distribution.
Translation reserve
Translation reserve contains
foreign exchange differences arising from
the translation of
the net investments
in foreign operations. When a foreign
operation is sold, accumulated
exchange differences that were recognized
in equity prior to the sale are reclassified
from
equity to profit or loss as part of the
gain or loss on divestment. The translation
reserve
is a legal reserve and
is not available for
distribution.
Dividends
Dividends are recognized as a liability
upon declaration. Pursuant to Article
29 of the Articles
of Association, and with
the approval of the Supervisory
Board, a proposal will be submitted
to the Annual General Meeting of Shareholders
to make a total distribution of €2.33
per share
over financial year 2024 (dividend over financial year 2023:
€2.08 per share).
The group applies a semi-annual dividend policy.
On February 22, 2024, the Supervisory
Board and the Executive Board
resolved to distribute an interim dividend
of €0.83 per share,
equal to 40% of prior year’s dividend
(2023 interim dividend: 40% of prior year’s
dividend).
The interim dividend of €196 million was
paid on September 19, 2024. Subject to the
approval of the Annual General Meeting
of Shareholders, a final dividend of €352 million,
or €1 . 5 0
per ordinary share, will be paid in cash on June 11, 2025.
Refer also to
Note 49 –
Profit appropriation.
| Dividend distributions over financial year | |||
|
2024
|
2023
|
2022
|
|
|
Originally proposed dividend
over financial year
|
548
|
503
|
453
|
| Actual payments: | |||
|
Interim dividend (paid in the financial
year)
|
196
|
176
|
160
|
|
Final dividend (paid in the subsequent
financial year)
|
324
|
291
|
|
|
Total dividend distribution
|
500
|
451
|
In 2024, dividends paid to the shareholders of
the company amounted to €520 million,
or €2.19
per ordinary share, consisting of €196
million interim dividend 2024, or €0.83
per
ordinary share, and €324 million final dividend 2023, or €1.36
per ordinary share.
In 2023, dividends paid to the shareholders
of the company amounted to €467 million,
or €1 .90
per ordinary share, consisting of €176
million interim dividend 2023, or €0.72
per
ordinary share, and €291 million final dividend 2022,
or €1.18 per ordinary share
.
Free distributable reserves
The share premium reserve, retained earnings,
and undistributed profit for the
year are
available for dividend distribution.
Option preference shares
The company has granted an option to purchase
preference shares to the Wolters Kluwer
Preference Shares Foundation (Stichting Preferente Aandelen Wolters Kluwer).
The dividend
on these shares would equal a normal market rate
of return based on a weighted-average
interest rate applied by the European Central
Bank. Therefore, the fair value
of the option
is deemed to
be zero.
Shareholder’s equity movement schedule
For the equity movement schedule, refer
to Note 46 – Shareholders’ equity.
206
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Financial statements
Notes to the consolidated financial statements
CONTINUED
| Note 33 – Share-based payments | ||
|
2024
|
2023
|
|
|
Long-term incentive plan
|
27
|
29
|
|
Restricted Stock Units
|
4
|
2
|
|
Total equity-settled share-based payments
|
31
|
31
|
Long-term incentive plan
Material accounting policy information
The long-term incentive plan (LTIP)
qualifies as an equity-settled
share-based payments
transaction. Executive
Board members and senior management are awarded
shares
under the
LTIP with performance conditions
based on Diluted Earnings per Share
(EPS) and
Return on Invested Capital
(ROIC) at constant currencies, and Total
Shareholder
Return (TSR) for the LTIP awards.
The fair value of shares awarded is recognized
as an expense with a corresponding
increase in equity. The fair value is measured
at the grant date and spread over the period
during which the employees become unconditionally
entitled to the shares.
The amount recognized as an expense
in each year is adjusted for actual forfeitures
due
to participants’ resignations
before the vesting date and for
share awards for which the
related service and non-market performance
conditions are expected to be met,
such that
the amount ultimately recognized as
an expense is based on the number of awards
that
meet the related service (for EPS- and ROIC-conditions)
and non-market performance
conditions at the vesting date.
LTIP – TSR-condition
The fair value of the shares based
on the TSR performance condition, a market
condition
under IFRS 2 – Share-based Payment,
is measured using a Monte Carlo simulation
model
considering the terms and conditions
upon which the shares were awarded.
LTIP – Diluted (adjusted) EPS-condition and ROIC-condition
The fair values of the shares based on
the non-market performance conditions of
diluted
(adjusted) EPS and ROIC are equal to the opening share price
of the Wolters Kluwer shares
of the year of the grant, adjusted by
the present value of the future dividend
payments
during the three-year performance
period.
General
For the Executive Board, the
LTIP awards depend partially on TSR performance
(50% of the
total value of the conditionally awarded rights
on shares) and partially on EPS and ROIC
performance (30% and 20% respectively
of the total value of the conditionally
awarded rights
on shares). For senior management, the LTIP awards depend partially
on TSR performance
(50% of the number of conditionally awarded
rights on shares), partially on EPS performance
(30% of the number of conditionally awarded
rights on
shares), and partially on ROIC
performance (20% of the number of conditionally
awarded rights on shares).
The LTIP 2022-24, 2023-25, and 2024-26
awards are based on TSR performance (weighting
of
50%), diluted adjusted EPS performance
(weighting
of 30%), and ROIC performance (weighting
of 20%). The TSR-related LTIP awards for the Executive
Board and senior management are
based on the same payout schedules.
In 2024, €27 million has been recognized
within employee benefit expenses
in profit or loss
(2023: €29
million) related to the total cost
of the LTIP grants for 2022-24,
2023-25, and 2024-26.
Refer to Note
12 – Employee benefit expenses.
Conditionally awarded TSR-related LTIP shares
The performance period of the LTIP is three
years, at the beginning of which a base
number
of shares (norm
payout) is conditionally awarded
to each beneficiary. For the conditional TSR
awards, the payout of shares after three
years fully depends on the group’s TSR
relative to a
pre-defined group of 15
peer companies. Vesting of these
conditional grants is subject to
the
condition that the participant stays
with the group until the plan’s maturity.
The expense of TSR-related LTIP
is recognized ratably in profit or loss
over the performance
period. Actual awards at the end of
the performance period range from
0% to 150% of the
norm payout.
There are no payouts for the Executive
Board and senior management if the group
ends
below the eighth position in the
TSR ranking, while other payouts
will be made as follows:
150% for first or second position, 125%
for third or fourth position, 100%
for fifth or sixth
position, and 75% for seventh or
eighth position.
Conditionally awarded diluted (adjusted) EPS- and ROIC-related LTIP shares
For the diluted (adjusted) EPS- and ROIC-related shares,
there are no payouts if
the
performance over
three years is less than 50% of the
targets. In case of over achievement
of
the targets, the Executive
Board and senior management can earn up to
a maximum of
150%
of the conditionally awarded shares.
207
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Notes to the consolidated financial statements
CONTINUED
Note 33 – Share-based payments
continued
Key assumptions to the TSR shares
The fair value of TSR shares is calculated
at the grant date using a Monte Carlo
simulation
model. The LTIP 2024-26 fair value is
estimated to be €86.87 as of
January 1, 2024.
The inputs to the valuation were the Wolters
Kluwer share price of €128.70 on the
grant date
(January 1, 2024) and an expected volatility
of 20.2% based on historical daily prices
over the
three years prior to January 1, 2023.
Dividends are assumed to increase annually
(from the 2024 dividend) 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.
Fair value summary of conditionally awarded LTIP shares
The fair value of each conditionally awarded
share under the running LTIP grants for
the
Executive Board and senior management
of the group, as determined by an external
consulting firm, is as follows:
| Fair value of Adjusted EPS and | Fair value TSR shares | |
| in euros | ROIC shares at grant date | at grant date |
|
LTIP 2024-26
|
121.35
|
86.87
|
|
LTIP 2023-25
|
91.37
|
68.72
|
|
LTIP 2022-24
|
97.82
|
71.71
|
|
LTIP 2021-23
|
64.06
|
47.03
|
The fair values of the conditionally awarded
shares under the LTIP 2024-26 grants
increased
compared to the prior year plan, mainly because
of the higher share price of Wolters Kluwer
at January 1, 2024, compared to January 1, 2023.
LTIP 2021-23
The LTIP 2021-23 vested on December 31,
2023. On TSR, Wolters Kluwer
ranked third relative to
its peer group of 15 companies, resulting
in a payout of 125% of the conditional
base number
of shares awarded to the Executive
Board and senior management. The EPS-
and ROIC-related
shares resulted in a payout of 150%.
A total of 543,949 shares were released
on February 22, 2024. At that date,
the volume-
weighted-average share price of Wolters
Kluwer N.V. was €147.1538.
| LTIP 2021-23: number of shares vested and the cash equivalent thereof | ||||||
| Increase in | Increase in | Increase in | Payout/ | |||
| conditional | conditional | conditional | vested | |||
| number of shares, | Outstanding | number of | number of | number of | shares | Cash value |
| unless otherwise | at December | EPS shares | ROIC shares | TSR shares | February 22, | vested |
| stated | 31, 2023 | (50%) | (50%) | (25%) | 2024 |
shares
*
|
|
Executive Board
|
93,503
|
11,876
|
7,918
|
13,480
|
126,777
|
18,656
|
|
Senior management
|
303,256
|
45,564
|
30,408
|
37,944
|
417,172
|
61,388
|
|
Total
|
396,759
|
57,440
|
38,326
|
51,424
|
543,949
|
80,044
|
*
Cash value in thousands
of euros, calculated as
the number of shares vested
multiplied by the volume-
weighted-average price
on February 22, 2024.
LTIP 2022-24
The LTIP 2022-24 vested on December 31,
2024.
The EPS- and ROIC-related shares resulted
in a payout of 145% and 150%, respectively.
On TSR, Wolters Kluwer ranked fourth
relative to its peer group of 15 companies,
resulting in
a payout of 125% of the conditional
base number of shares awarded to the Executive
Board
and senior management.
The shares will be released on February
27, 2025. The volume-weighted-average
price for
the shares released will be based
on the average exchange prices traded
on the Euronext
Amsterdam N.V. on February 27, 2025,
the first day following the publication
of the company’s
annual results.
Number of performance shares outstanding
| LTIP 2022-24 | ||||
| Adjusted EPS- | ROIC- | TSR- | ||
|
number of shares
|
Total
|
condition | condition | condition |
|
Conditionally awarded grant 2022
|
303,253
|
88,324
|
58,886
|
156,043
|
|
Forfeited in previous years
|
(19,773)
|
(5,930)
|
(3,953)
|
(9,890)
|
|
Shares outstanding at January
1, 2024
|
283,480
|
82,394
|
54,933
|
146,153
|
|
Forfeited during the year
|
(26,736)
|
(8,021)
|
(5,349)
|
(13,366)
|
|
Effect of 145% vesting – EPS-performance
|
33,469
|
33,469
|
–
|
–
|
|
Effect of 150% vesting – ROIC-performance
|
24,864
|
–
|
24,864
|
–
|
|
Effect of 125% vesting – TSR-ranking
|
33,222
|
–
|
–
|
33,222
|
|
Vested at December 31, 2024
|
348,299
|
107,842
|
74,448
|
166,009
|
208
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Financial statements
Notes to the consolidated financial statements
CONTINUED
Note 33 – Share-based payments
continued
| 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 in previous years
|
(989)
|
(297)
|
(198)
|
(494)
|
|
Shares outstanding at January
1, 2024
|
337,710
|
98,308
|
65,510
|
173,892
|
|
Forfeited during the year
|
(33,494)
|
(10,034)
|
(6,687)
|
(16,773)
|
|
Shares outstanding at December
31, 2024
|
304,216
|
88,274
|
58,823
|
157,119
|
| LTIP 2024-26 | ||||
| Adjusted EPS- | ROIC- | TSR- | ||
|
base number of shares at 100% payout
|
Total
|
condition | condition | condition |
|
Conditionally awarded grant 2024
|
263,249
|
76,193
|
50,764
|
136,292
|
|
Forfeited during the year
|
(7,362)
|
(2,209)
|
(1,472)
|
(3,681)
|
|
Shares outstanding at December
31, 2024
|
255,887
|
73,984
|
49,292
|
132,611
|
| Overview of outstanding performance shares: LTIP 2023-25 and LTIP 2024-26 | |||
|
base numbers of shares at 100%
payout
|
LTIP 2023-25
|
LTIP 2024-26
|
Total
|
|
Conditionally awarded grant 2023
|
338,699
|
–
|
338,699
|
|
Forfeited in previous years
|
(989)
|
–
|
(989)
|
|
Shares outstanding at January
1, 2024
|
337,710
|
0
|
337,710
|
|
Conditionally awarded grant 2024
|
–
|
263,249
|
263,249
|
|
Forfeited during the year
|
(33,494)
|
(7,362)
|
(40,856)
|
|
Shares outstanding at December
31, 2024
|
304,216
|
255,887
|
560,103
|
Restricted stock units
Material accounting policy information
The restricted stock
unit (RSU) plan qualifies as an equity-settled
share-based payments
transaction.
The fair value of shares awarded
is recognized as an expense with
a corresponding
increase in equity. The
fair value is measured at the grant date
and spread over the period
during which the employees become
unconditionally entitled to the shares.
The amount
recognized as an expense
is adjusted for actual forfeitures
due to participants’
resignations before the
vesting date.
RSU-condition
The fair value of the RSU shares
is equal to the share price of the Wolters
Kluwer shares at
the date of the grant,
adjusted by the present value of the future
dividend payments
during the one-year, two-year,
and three-year performance period, respectively.
The amount recognized as
an expense in each year is adjusted to
reflect the number of
share awards for which the related
service conditions are expected
to be met, such that
the amount ultimately recognized
as an expense is based on the
number of awards that
meet the related service
conditions at the vesting date.
General
In 2023, the company launched a new equity-settled
share-based payment plan, restricted
stock units. With the launch
of the RSU plan, the company is more closely
aligning to
a discretionary market compensation
structure for key employees just
below executives.
RSU shares are granted and vest over
time (with one-year, two-years,
and three-years vesting
periods), creating a retentive effect
as vesting is conditioned on continued
participation.
There are no performance conditions that
need to be met for the RSU shares to
vest.
In 2024, €4 million has been recognized within
employee benefit expenses in profit
or
loss (2023: €2 million) related to the
total cost of the RSU grants.
Refer to
Note 12 – Employee
benefit expenses.
209
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Financial statements
Notes to the consolidated financial statements
CONTINUED
Note 33 – Share-based payments
continued
Fair value summary of conditionally
awarded RSU shares
The fair value of each conditionally awarded
share under the running RSU grants is as
follows:
| 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
|
|
RSU shares 2024 – one-year vesting
period
|
143.68
|
152.45
|
152.22
|
|
RSU shares 2024 – two-years vesting
period
|
141.25
|
149.83
|
149.43
|
|
RSU shares 2024 – three-years
vesting period
|
138.72
|
146.88
|
146.30
|
| Overview of outstanding performance shares | ||||
| 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
|
12,873
|
11,951
|
333
|
589
|
|
Two-years vesting period
|
12,845
|
11,924
|
332
|
589
|
|
Three-years vesting period
|
12,752
|
11,832
|
332
|
588
|
|
Total shares conditionally awarded
|
38,470
|
35,707
|
997
|
1,766
|
|
Forfeitures during the year 2023
|
(928)
|
(928)
|
–
|
–
|
|
Shares outstanding at December
31, 2023
|
37,542
|
34,779
|
997
|
1,766
|
|
Forfeitures during the year 2024
|
(1,043)
|
(1,043)
|
–
|
–
|
|
Vesting in 2024
|
(12,516)
|
(11,594)
|
(333)
|
(589)
|
|
Shares outstanding at December
31, 2024
|
23,983
|
22,142
|
664
|
1,177
|
| Grant date | Grant date | Grant date | ||
| Conditionally awarded number of RSU shares, | Total number | March 1, | July 1, | November 1, |
| grant 2024 | of RSU shares | 2024 | 2024 | 2024 |
|
One-year vesting period
|
11,678
|
10,701
|
323
|
654
|
|
Two-years vesting period
|
11,549
|
10,575
|
323
|
651
|
|
Three-years vesting period
|
11,451
|
10,477
|
323
|
651
|
|
Total shares conditionally awarded
|
34,678
|
31,753
|
969
|
1,956
|
|
Forfeitures during the year
|
(1,137)
|
(1,137)
|
–
|
–
|
|
Shares outstanding at December
31, 2024
|
33,541
|
30,616
|
969
|
1,956
|
| Total number | RSU grant in | RSU grant in | |
| Total conditionally awarded number of RSU shares | of RSU shares | 2023 | 2024 |
|
RSU shares outstanding at January
1, 2023
|
–
|
–
|
–
|
|
Conditionally awarded in 2023
|
38,470
|
38,470
|
–
|
|
Forfeitures during the year 2023
|
(928)
|
(928)
|
–
|
|
RSU shares outstanding at January
1, 2024
|
37,542
|
37,542
|
–
|
|
Condionally awarded in 2024
|
34,678
|
34,678
|
|
|
Forfeitures during the year 2024
|
(2,180)
|
(1,043)
|
(1,137)
|
|
Vesting in 2024
|
(12,516)
|
(12,516)
|
–
|
|
Shares outstanding at December
31, 2024
|
57,524
|
23,983
|
33,541
|
Note 34 – Related party transactions
The company has related party relationships
with its subsidiaries, equity-accounted
associates, pension funds,
and members of
the Supervisory Board and the Executive
Board.
Related party transactions
are conducted at arm’s length with terms
comparable to
transactions with third
parties.
The group has no significant transactions
with, receivables from, or payables
to its equity-
accounted associates.
For transactions with key management,
refer to Note 37 – Remuneration of the Executive
Board and the Supervisory Board
and Remuneration report.
The company has filed a list of subsidiaries and affiliated
companies at the offices of the
Chamber of Commerce of The Hague, the Netherlands.
Note 35 – Audit fees
With reference to Section 2:382a
(1) and (2) of the Dutch Civil Code,
the following fees for the
financial year have been charged by Deloitte
Accountants B.V. to the group.
Deloitte is not
involved in most of the statutory
audits of entities that are outside the
scope of the group
audit.
| Audit fees 2024 | |||
| Other Deloitte | |||
| Deloitte | member firms and | ||
| Accountants B.V. |
affiliates
|
Total Deloitte
|
|
|
Statutory audit of annual accounts
|
1.2
|
2.2
|
3.4
|
|
CSRD limited assurance
|
0.3
|
–
|
0.3
|
|
Other assurance services
|
0.1
|
0.3
|
0.4
|
|
Tax advisory services
|
–
|
0.0
|
0.0
|
|
Other non-audit services
|
0.0
|
0.1
|
0.1
|
|
Total
|
1.6
|
2.6
|
4.2
|
210
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Financial statements
Notes to the consolidated financial statements
CONTINUED
Note 35 – Audit fees
continued
| 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
|
|
CSRD limited assurance
|
–
|
–
|
0.0
|
|
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
|
The audit fees for 2024 and 2023 include final invoicing
with respect to the statutory
audits of 2023
and 2022, respectively.
Note 36 – Commitments, contingent assets,
and contingent
liabilities
Guarantees
The group has the following
outstanding guarantees at December
31:
|
2024
|
2023
|
||
|
Parental performance guarantees
to third parties
|
5
|
5
|
|
|
Guarantee to the trustees
of the U.K. retirement
plan
|
Note 30
|
22
|
21
|
|
Real estate and other guarantees
|
10
|
11
|
|
|
Drawn bank credit facilities
|
1
|
1
|
|
|
Total
|
38
|
38
|
At December 31, 2024, the
total guarantees issued for
bank credit facilities on behalf of
several
subsidiaries amounted to €121
million (2023: €117
million), of which €120 million was not utilized
(2023: €116
million).
Legal and judicial proceedings
The group is involved in legal
and judicial proceedings in the ordinary course of
business.
Provisions and contingencies
relating to
these matters are periodically
assessed based upon
the latest information
available, usually with the assistance
of lawyers and other specialists.
While it is not practically possible
to estimate the success rate
of proceedings or claims
against the group, the group
has a policy to
insure the group entities against
such claims.
The
group did not have material contingent
liabilities arising from legal and judicial
proceedings at December
31, 2024, and December 31, 2023.
Other commitments
For any commitments with
respect to the group’s share buybacks,
refer to
Note 32 –
Capital
and reserves.
Note 37 – Remuneration of the Executive Board and the
Supervisory
Board
| Remuneration Executive Board | ||||
| The table below provides the total compensation of the Executive Board recognized in the | ||||
| consolidated statement of profit or loss: | ||||
|
in thousands of euros
|
2024
|
2023
|
||
| Fixed compensation: | ||||
|
Salary
|
2,387
|
2,308
|
||
|
Social security
|
234
|
247
|
||
|
Defined contribution plan
|
185
|
180
|
||
|
Other benefits
*
|
458
|
400
|
||
|
Total fixed compensation
|
3,264
|
3,135
|
||
| Variable compensation: | ||||
|
STIP
|
2,998
|
2,736
|
||
|
LTIP
**
|
6,260
|
6,307
|
||
|
Total variable compensation
|
9,258
|
9,043
|
||
|
Sub-total fixed and variable compensation
|
12,522
|
12,178
|
||
|
Tax-related
costs
***
|
199
|
(459)
|
||
|
Total remuneration Executive
Board
|
12,721
|
11,719
|
*
Executive
Board members are eligible
for benefits such as health
insurance, life insurance,
a car, and to
participate in whatever
all-employee plans may be offered
at any given point, in the
country of
employment.
**
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.
***
Tax-related costs
are costs to the company pertaining
to the Executive
Board members ex-patriate
assignments.
Salary, social security, other
benefits, STIP, and tax-related
costs are short-term employee
benefits, defined contribution
plan is a post-employment benefit, and
LTIP is a share-based
payment scheme.
Shares owned by Executive Board members
At December 31, 2024, the Executive
Board jointly held 487,952 shares of
the company
(2023: 412,167 shares)
.
Remuneration Supervisory Board
The total remuneration of the Supervisory
Board members was €730 thousand
in 2024
(2023: €720 thousand).
211
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Financial statements
Notes to the consolidated financial statements
CONTINUED
Note 37 – Remuneration of the Executive Board and the
SupervisoryBoard
continued
Shares owned by Supervisory Board members
At December 31, 2024, Mrs. A.E.
Ziegler held 1,894 American Depositary
Receipts of shares
of the company (2023: 1,894
ADRs).
For further details, refer
to Remuneration report.
Note 38 – Overview of significant subsidiaries
Below is a list of significant subsidiaries
at December 31, 2024, in alphabetical
order
(legal
entity name and the unit of the organizational
structure it belongs to).
The group
has
a 100% interest in all these
subsidiaries.
Australia
•
Wolters Kluwer Australia Pty
Limited (Tax & Accounting)
Belgium
•
Wolters Kluwer Belgium NV (Tax & Accounting
and Legal
& Regulatory)
•
Wolters Kluwer Financial Services
Belgium NV (Corporate Performance & ESG)
Canada
•
Wolters Kluwer Canada Limited (Tax
& Accounting)
France
•
Enablon S.A.S. (Corporate
Performance & ESG)
Germany
•
Wolters Kluwer Deutschland
GmbH (Legal & Regulatory)
•
Wolters Kluwer Steuertipps GmbH (Tax
& Accounting)
•
Wolters Kluwer Tax & Accounting Deutschland
GmbH (Tax & Accounting)
Ireland
•
Wolters Kluwer Finance Ireland DAC (Corporate
Office)
•
Wolters Kluwer Ireland Holding Limited
(Corporate Office)
Italy
•
Tagetik Software S.r.l.
(Corporate Performance & ESG)
•
Wolters Kluwer Italia S.r.l.
(Tax & Accounting and Legal
& Regulatory)
Luxembourg
•
Wolters Kluwer Financial Services
Luxembourg S.A. (Corporate
Performance & ESG)
Poland
•
Wolters Kluwer Polska SP. z o.o.
(Legal & Regulatory)
Spain
•
Wolters Kluwer Tax and Accounting
España, S.L. (Tax
& Accounting)
The Netherlands
•
Enablon Netherlands B.V. (Corporate Performance
& ESG)
•
Wolters Kluwer Global Business Services
B.V. (Global Business Services)
•
Wolters Kluwer Holding Nederland B.V.
(Legal & Regulatory)
•
Wolters Kluwer International Holding
B.V. (Corporate Office)
•
Wolters Kluwer Nederland B.V. (Legal
& Regulatory)
•
Wolters Kluwer Technology B.V. (Digital
eXperience Group)
•
Wolters Kluwer USA Holding B.V. (Corporate
Office)
United Kingdom
•
Wolters Kluwer Holdings (UK) PLC (Tax & Accounting)
•
Wolters Kluwer (UK) Limited (Tax
& Accounting)
United States
•
CCH Incorporated (Tax & Accounting,
Legal & Regulatory,
and Corporate Performance &
ESG)
•
C T Corporation System (Financial
& Corporate Compliance)
•
Emmi Solutions, LLC (Health)
•
Enablon North America Corp. (Corporate Performance & ESG)
•
eOriginal, Inc. (Financial & Corporate
Compliance)
•
Health Language, Inc. (Health)
•
National Registered Agents,
Inc. (Financial & Corporate Compliance)
•
Ovid Technologies, Inc. (Health)
•
Pharmacy OneSource, Inc. (Health)
•
Universal Tax Systems, Inc.
(Tax & Accounting)
•
UpToDate, Inc. (Health)
•
Wolters Kluwer DXG U.S., Inc. (Digital
eXperience Group)
•
Wolters Kluwer ELM Solutions, Inc.
(Legal & Regulatory)
•
Wolters Kluwer Financial Services,
Inc. (Financial & Corporate Compliance and Corporate
Performance & ESG)
•
Wolters Kluwer Health, Inc. (Health)
•
Wolters Kluwer North America,
Inc. (Corporate Office)
•
Wolters Kluwer R&D U.S. LP (Digital
eXperience Group)
•
Wolters Kluwer United States
Inc. (Global Business Services and
Corporate Office)
•
Wolters Kluwer U.S. Corporation (Corporate
Office)
212
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Financial statements
Notes to the consolidated financial statements
CONTINUED
Note 38 – Overview of significant subsidiaries
continued
A subsidiary is categorized
as significant depending on its revenues,
operating profit, net
profit, and/or total
assets.
In addition to these significant
subsidiaries, the group has other consolidated
entities in the
countries listed,
and also in the following countries:
Austria, Brazil, China, the
Czech Republic,
Denmark, Hong Kong, Hungary,
India, Indonesia, Japan, Luxembourg, Malaysia,
Mexico, New
Zealand, Norway, the Philippines,
Portugal, Qatar, Romania, Saudi Arabia,
Singapore, Slovakia,
South Africa,
South Korea, Sweden, Switzerland,
Taiwan, and Ukraine.
The group also has branches
in Finland, Thailand, and the United Arab
Emirates.
Apart from certain cash
restrictions (refer to
Note 26 – Cash and cash equivalents),
there are
no significant restrictions
on the group’s
ability to access or use assets,
or to settle liabilities.
There are no interests in
consolidated structured entities.
Refer to
Note 8 – Acquisitions and divestments
for the consequences of losing control of
subsidiaries during 2024 and 2023.
The
financial statements of the parent
and the subsidiaries used in the preparation
of the
consolidated financial statements
have the same reporting date, except
for the group’s Indian
subsidiaries that have a March financial year end.
Note 39 – Events after the reporting period
Subsequent events were evaluated up to February
25, 2025, which is the date
the consolidated
financial statements were authorized
for issuance by the Executive Board
and the Supervisory
Board.
As per January 1, 2025, our Finance, Risk & Reporting
unit (FRR) was transferred into the
Financial & Corporate Compliance division
where it will be more closely aligned to
our other
banking software and services.
FRR was part of the Corporate
Performance & ESG (CP&ESG)
division in 2023 and 2024 and had revenues of €123
million in 2024. The transfer will allow
CP&ESG to focus on its three global enterprise
software platforms (Enablon, CCH Tagetik,
and
TeamMate).
On February 7, 2025, Wolters Kluwer
Financial & Corporate Compliance (“FCC”)
has signed an
agreement with Lexitas,
a legal services provider backed by funds
advised by Apax Partners
(“Apax”), to acquire 100% of the
shares of Registered Agent Solutions,
Inc. (“RASi”) for
approximately $415 million in cash. The acquisition
will expand the presence of FCC Legal
Services (“CT Corporation”) with
small businesses, middle-market companies
and law firms in
the U.S.
RASi serves thousands of customers
across all 50 U.S. states
and the District of Columbia.
Founded in 2002, RASi is headquartered in
Austin, Texas, and
employs approximately 180
professionals. In addition to registered
agent services, the company provides
a suite of
corporate services including business
licenses, UCC search and filing, beneficial
ownership
filing, business formation services, and entity management
and compliance solutions.
There is no purchase price allocation performed
yet. The excess purchase price
will not be
deductible for income tax purposes.
There are no other events to report.
213
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Financial statements
215 Company statement of profit or loss
215 Company statement of financial position
Notes to the company financialstatements
216 Note 40 – Material accounting policy information
216 Note 41 – Financial assets
216 Note 42 – Other receivables
216 Note 43 – Cash and cash equivalents
217 Note 44 – Borrowings and bank overdrafts
217 Note 45 – Employee benefit expenses
218 Note 46 – Shareholders’ equity
220 Note 47 – Commitments and contingent liabilities
220 Note 48 – Details of participating interests
220 Note 49 – Profit appropriation
221 Authorization for issuance
Company financial statements
214
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Wolters Kluwer 2024 Annual Report
Financial statements
in millions of euros,
for the year ended December 31
2024 2023
General and administrative income
218 194
General and administrative costs
(123)
(115)
Operating profit 95
79
Financing income third parties
31 38
Financing income related parties
17 10
Financing costs third parties
(96)
(80)
Financing costs related parties
(144)
(125)
Net foreign exchange gains/(losses)
(6) 5
Total financing results
(198)
(152)
Profit/(loss) before tax
(103)
(73)
Income tax expense
(54)
(42)
Profit/(loss) after tax
(157)
(115)
Results from subsidiaries, net of tax
Note 41
1,236
1,122
Profit for the year
1,079
1,007
in millions of euros and before appropriation of results,
at December 31
2024 2023
Non-current assets
Financial assets
Note 41
7,061
7,813
Other intangible assets
9 9
Deferred tax assets
7 6
Total non-current assets
7,077
7,828
Current assets
Other receivables
Note 42
258 204
Cash and cash equivalents
Note 43
372 627
Total current assets
630 831
Total assets
7,707
8,659
Equity
Issued share capital
Note 32
29 30
Share premium reserve
87 87
Legal reserves
540 328
Other reserves
(190)
297
Undistributed profit
1,079
1,007
Shareholders’ equity
Note 46
1,545
1,749
Non-current liabilities
Bonds Note 28
3,324
2,723
Private placements
Note 28
122
127
Derivative financial instruments
Note 28/29
17 5
Total non-current liabilities
3,463
2,855
Current liabilities
Debts to subsidiaries
2,269
3,403
Short-term bonds
Note 28
– 400
Borrowings and bank overdrafts
Note 44
351 186
Trade and other payables
79 66
Total current liabilities
2,699
4,055
Total liabilities
6,162
6,910
Total equity and liabilities
7,707
8,659
Company statement of profit or loss
Company statement of financial position
215
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Financial statements
Note 41 – Financial assets
2024 2023
Equity value of subsidiaries
7,061
7,813
Derivative financial instruments
Note 29
– –
Total
7,061
7,813
Movement equity value of subsidiaries
2024 2023
Position at January 1
7,813
8,040
Results from subsidiaries, net of tax
1,236
1,122
Dividends received from subsidiaries
(2,209)
(1,221)
Remeasurement gains/(losses)
on defined benefit plans, net of tax
(4) (1)
Foreign exchange differences
225 (127)
Position at December 31
7,061
7,813
Note 42 – Other receivables
2024 2023
Receivables from subsidiaries
246 195
Current income tax assets
– –
Collateral 2
–
Interest receivable
1 2
Derivative financial instruments
Note 29 –
2
Miscellaneous receivables and prepayments
9 5
Total
258 204
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 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 Standards 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.
Notes to the company financialstatements
216
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Financial statements
Note 44 – Borrowings and bank overdrafts
2024 2023
Euro Commercial Paper program
350 50
Bank overdrafts
1 136
Total
351 186
Note 45 – Employee benefit expenses
2024 2023
Salaries and wages and other benefits
35 31
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 31
Total
69 65
Employees
In full-time equivalents at December 31
154 149
Thereof employed outside the Netherlands
24 22
In full-time equivalents average per
annum 151
143
Notes to the company financial statements
CONTINUED
217
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Financial statements
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, 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.
Notes to the company financial statements
CONTINUED
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Financial statements
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, 2024
30 87
113
(110)
325 (734)
1,031 1,007
1,749
Items that are or may be reclassified subsequently to the statement
ofprofitorloss:
Exchange differences on translation of foreign operations
226 226
Exchange differences on translation
of equity-accounted associates
0 0
Recycling of foreign exchange
differences on loss of control
(1) (1)
Net gains/(losses) on hedges of net
investments in foreign operations
(12)
(12)
Effective portion of changes
in fair value of cash flow hedges
(12)
(12)
Net change in fair value of cash flow hedges
reclassified to the statement
ofprofit or loss
5 5
Items that will not be reclassified to the statement of profit or loss:
Remeasurements on defined benefit
plans (5)
(5)
Tax on other comprehensive income:
Income tax on other comprehensive income
4 1
5
Other comprehensive income/(loss)
for the year, net of tax
0 0
0 (15)
225
0 (4)
0 206
Profit for the year
1,079
1,079
Total comprehensive income/(loss) for the year
0
0 0 (15)
225
0 (4)
1,079
1,285
Appropriation of profit previous year
1,007
(1,007)
0
Transactions with owners of the company, recognized directly in equity:
Share-based payments
31 31
Cancelation of shares
(1) 1,187
(1,186)
0
Release LTIP shares
77 (77)
0
Final cash dividend 2023
(324)
(324)
Interim cash dividend 2024
(196)
(196)
Repurchased shares
(1,000)
(1,000)
Other movements
2 0
(2) 0
Balance at December 31, 2024
29 87
115
(125)
550
(470)
280 1,079
1,545
The legal reserves and treasury
shares reserve are not available for dividend
distribution to the owners of the company.
Notes to the company financial statements
CONTINUED
219
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Financial statements
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:
2024 2023
Parental performance guarantees to
third parties
5 5
Guarantee to the trustees
of the U.K. retirement plan
22 21
Drawn bank credit facilities
1 1
Total guarantees outstanding
28 27
At December 31, 2024, the total guarantees
issued for bank credit facilities on behalf
of
several subsidiaries amounted to €121 million (2023:
€117 million), of which €120 million was
not utilized (2023: €116 million).
In October 2024, the company signed a mandate
to execute up to €100 million in share
buybacks for the period starting
January 2, 2025, up to and including February
24, 2025.
The company is the head of the 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
2024 2023
Proposed dividend distribution
Note 32
548 503
Proposed additions to retained
earnings
531 504
Profit for the year
1,079
1,007
At the 2025 Annual General Meeting of Shareholders,
the company will propose a final
dividend distribution of €1.50 per
share to be paid in cash on June 11, 2025. This will bring
thetotal dividend for 2024 to €2.33
per share (2023: €2.08 per share), anincrease
of 12% over
the prior year.
Note 47 – Commitments and contingent liabilities
Notes to the company financial statements
CONTINUED
220
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Wolters Kluwer 2024 Annual Report
Financial statements
Alphen aan den Rijn, February 25, 2025
Executive Board
N. McKinstry, CEO and Chair of the Executive
Board
K.B. Entricken, CFO and member of the Executive
Board
Supervisory Board
A.E. Ziegler, Chair
J.P. de Kreij, Vice-Chair
A. Harve
H.H. Kersten
D.W. Sides
S. Vandebroek
C.F.H.H. Vogelzang
Authorization for issuance
221
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Wolters Kluwer 2024 Annual Report
Financial statements
Other information
223 Independent auditor’s report
232 Limited assurance report of the independent
auditor on the sustainability statements
235 Articles of association provisions governing
profitappropriation
236 Wolters Kluwer shares and bonds
240 Five-year key figures
241 Glossary
242 Contact information
222
Sustainability statementsGovernanceStrategic report
Wolters Kluwer 2024 Annual Report
Other informationFinancial statements
To: the shareholders and the Supervisory
Board of Wolters Kluwer N.V.
Report on the audit of the financial statements 2024 included
in the
2024 Annual Report
Our opinion
We have audited the accompanying financial statements
2024 of Wolters Kluwer N.V., based
inAlphen aan den Rijn, the Netherlands (hereafter:
the group). The financial statements
comprise the consolidated financial statements
and the company financial statements.
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, 2024, and of its result and its
cash flows for 2024 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.
• The accompanying company financial statements
give a true and fair view of the financial
position of Wolters Kluwer N.V. as at December
31, 2024, and of its result for 2024 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, 2024.
2. The following statements for
2024: the consolidated statement of profit
or loss, the
consolidated statement of comprehensive
income, the consolidated statement of cash
flows, and the consolidated statement
of changes in total equity.
3. The notes comprising material accounting policy
information and other explanatory
information.
The company financial statements comprise:
1. The company statement of financial position
as at December 31, 2024.
2. The company statement of profit or loss
for 2024.
3. The notes comprising a summary of the
material accounting policies and other explanatory
information.
Basis for our opinion
We conducted our audit in accordance with Dutch law, including the
Dutch Standards on
Auditing. 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 specific
requirements 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 a
whole 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 (2023:
€70 million). The materiality is based
on 5.1% of
profit before tax (2023: 5.3%).
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
5.1% of profit before tax
Threshold for reporting misstatements
€3.5 million
Audits of the group entities 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
group
entities CT Corporation U.S.,
UpToDate U.S., and Tax & Accounting
U.S., the audits were
performed using a materiality level of €30.8
million (2023: €30.8 million). For the
other
groupentities, the materiality
levels are in the range of €16.8 million
to €28.0 million
(2023:€16.8 million to €28.0 million).
We agreed with the Supervisory Board
that misstatements in excess
of €3.5 million
(2023:€3.5million), which are identified
during the audit, would be reported to
them, as
wellas smaller misstatements that in our
view must be reported on qualitative
grounds.
Independent auditor’s report
223
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Other informationFinancial statements
Scope of the group audit
Wolters Kluwer N.V. is at the head of a group
of entities (‘group entities’). Thefinancial
information of this group is included in the consolidated
financial statements ofWolters
Kluwer N.V.
Based on our risk assessment,
we determined the nature, timing, and extent
of audit
procedures to be performed, including determining
the group entities at which to perform
audit procedures. Our assessment of group
entities in scope for 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
thatneeded to be performed at the
group entities by the group engagement
team and by
component auditors. We responded to changes
relevant to the group in 2024 in determining
the group entities 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 group
entities to be able to conclude whether
sufficient and appropriate audit evidence had been
obtained as a basis for our opinion on
thefinancial 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 group entities
in the U.S., Italy, and Germany, we conducted
an
on-site file review during the year and remote follow-up
file review procedures during our
year-end procedures 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 divestments
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 group
entities in group audit scope 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 items
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 group entities
in Europe (9), and North America
(12), and
usedthe work of non-Deloitte component
auditors in the United Kingdom (1) and the
Netherlands (1).
• Performed analytical procedures
at group level on the other group entities.
The group entities subject to audit procedures
comprise approximately 79% (2023: 79%)
of
consolidated revenues and approximately 89%
(2023: 89%) of consolidated total
assets.
For the remaining group entities, we performed
a combination of risk assessment procedures
andanalytical 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 financial
statements.
Audit approach fraud risks
We identified and assessed the risks
of material misstatements of the financial
statements
due to fraud. During our audit, we obtained an understanding
of the group and its
environment and the components of the system
of internal control, including the risk
assessment process and management’s
process for responding to the risks of fraud
and
monitoring the system of internal control,
and how the Supervisory Board exercises
oversight, as well as the outcomes.
We refer to the chapter ‘Risk Management’ of the
‘Governance’ section of the Annual Report
for management’s fraud risk assessment.
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,
whistle
blower procedures and incident registration.
We evaluated the design and the
implementation and, where considered appropriate, tested the operating effectiveness
of
internal controls designed to mitigate
fraud risks.
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In identifying potential risks of material
misstatements due to fraud, we obtained
an
understanding of the group and its environment,
including the group’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
audit responses.
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
ofmanagement, which may represent a risk of material
misstatement due to fraud.
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
co-operation with our forensic specialists.
We evaluated whether these factors
indicate that
arisk of material misstatement due to fraud
is present.
Further, we performed substantive
audit procedures, including detail testing
of journal
entriesand supporting documentation
in relation to post-closing adjustments.
Data analytics, including analyses of high
risk journal entries, 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 detectfraud.
We identified the following fraud risks
and performed the following specific procedures:
• Management override of controls.
• Revenue recognition
• revenue (transactions)
may be subject to manual adjustments outside
the fulfilment
systems for certain group entities.
• revenue transactions involving
resellers may be subject to judgement for certain
group
entities.
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 enquiries of the
Executive Board, the
Corporate Risk Committee and Internal Control department,
directors (including corporate
and group accounting, internal audit, legal,
corporate tax and divisional CFOs) and the
Supervisory Board.
We tested the appropriateness of journal
entries recorded in the general ledger and other
adjustments made in the preparation of the
financial statements.
We evaluated whether the selection
and application of accounting policies by the
group,
particularly those related to subjective
measurements and complex transactions,
may be
indicative of fraudulent financial reporting.
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. Also, in response
to our preliminary risk assessment,
we performed
specific analytical and substantive
procedures for revenue transactions where
resellers are
involved.
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’
to the financial statements. We performed
aretrospective 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 and the
identification and fair value assessment
of acquired
identifiable intangible assets for the
significant acquisition of Finca Group N.V.
(‘Finca Group’).
Our procedures did not lead to indications for fraud potentially
resulting in material
misstatements.
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Audit approach compliance with laws and
regulations
We assessed the laws and regulations
relevant to the group through discussion
with
management, reading board minutes and reports
of internal audit and inspection of selected
documents regarding compliance with laws
and regulations. Where relevant we involved
ourforensic specialists in this evaluation.
We obtained sufficient appropriate audit evidence
regarding provisions of those laws and
regulations that are 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 these other laws
and
regulations, 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 (ESEF).
Our procedures are more limited with respect
to these laws and regulations that
do not
havea 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 operating licenses and permits
or
compliance with environmental regulations)
and therefore non-compliance with such laws
and regulations may have a material effect
on the financial statements. Our responsibility
islimited 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) 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
thatmay 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 going concern
Our responsibilities, as well as the responsibilities
of the Executive Board and the
SupervisoryBoard, related to going concern
under the prevailing standards are outlined
inthe ‘Description of responsibilities
regarding the financial statements’
section below.
TheExecutive Board has assessed
the going concern assumption, as part
of the preparation
of the consolidated financial statements,
and as disclosed in ‘Note 1 – General and basis
ofpreparation’ to the financial statements.
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
12months from the end of the reporting
period.
We have obtained the Executive Board’s
assessment of the group’s ability to continue
as
agoing 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 ofthe 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 tothe
group’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.
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Key audit matters
Description
How the key audit matter was addressed
in our audit
Fair value assessment of acquired identifiable intangible
assets for the significant acquisition
of Finca Group
On September 5, 2024, the group completed the
acquisition of 100% of the shares in Finca Group for
€325million in cash. No deferred or contingent
considerations have been agreed.
The group assessed, with the
assistance of third-party
valuation specialists, the fair
value of acquired intangible
assets and liabilities. This provisional
assessment also
included the determination of the purchase
price
consideration.
The determination and recognition of the
fair value of the
acquired identifiable assets require management
to make
significant estimates and assumptions,
potentially subject
to management override, relating to future
revenues and
profitability and the discount rate used.
As a result of this
and the significance of the purchase consideration,
we
consider the fair value assessment of acquired
identifiable
intangible assets for the significant
acquisition of Finca
Group a key audit matter. The critical accounting
judgments with respect to the identification,
recognition
and measurement of acquired identifiable intangible
assets are disclosed in
‘Note 8 – Acquisitions and
divestments’
to the financial statements.
We have considered the main processes and related
internal controls in place at the group
for acquisitions and tested
design and implementation of controls relevant
to our audit.
We assessed and evaluated the share purchase
agreement and verified the provisional
purchase price allocations
conducted by management with the assistance
of third-party valuation specialists.
Our audit procedures included the involvement of internal
valuation specialists to assess
the appropriateness of the
methodologies applied by management in the
recognition of the fair value of the acquired identifiable
intangible assets.
Key assumptions challenged were the discount
rates, (terminal) growth rates,
cash flow projections, and useful
lives
assigned.
We also assessed the completeness
of the fair value adjustments recognized
by reading, amongst others, share purchase
agreements, board papers, and due diligence reports.
We also evaluated the adequacy of the disclosures
provided by the group in
‘Note 8 – Acquisitions and divestments’
to the
financial statements in relation to the
acquisition.
Observations
We did not identify any reportable matters
in management’s provisional fair value assessment
of acquired identifiable
intangible assets for the significant
acquisition of Finca Group, and the corresponding disclosures
included in ‘Note 8 –
Acquisitions and divestments’ to the financial statements.
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Key audit matters
continued
Description
How the key audit matter was addressed
in the audit
Revenue and related controls
The group has its group entities in a large
number of
countries and locations. In these group
entities, products
and services are delivered using various ERP
(including
fulfilment) 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 cut-off, accuracy,
and
completeness of revenues and related IFRS
15 disclosures
given the complexity of the various
ERP (including
fulfilment) systems.
Revenue (transactions) may be subject to manual
adjustments outside the fulfilment 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.
Revenue recognition involving resellers
(with at a point in
time revenue recognition) is subject to
judgement in
determining the moment at which a reseller obtains
the
ability to direct the use of, and obtain substantially
all the
remaining benefits from, the product.
There is a risk of
material misstatement that revenue recognition
is not
based on all relevant facts and circumstances.
The group’s revenue recognition policies
are disclosed in
‘Note 6 – Revenues’
to the financial statements.
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. While our audit approach does not rely to a large
extent on automated
controls, we have tested the operating
effectiveness of IT controls
where relevant to the audit, or performed
additional
substantive audit procedures.
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.
Also, in response to our preliminary risk
assessment on reseller arrangements,
we performed specific analytical
and
substantive procedures (including the evaluation
of revenue recognized for current and prior year
customer agreements)
related to revenue contracts where
resellers are involved.
We also evaluated the adequacy of the disclosures
provided by the group in
‘Note 6 – Revenues’ to the financial statements.
Observations
We have reported our observations to
management 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’
to the financial statements.
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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 €4,710 million of goodwill (December
31,
2023: €4,322 million), as disclosed in
‘Note 17 - Goodwill
andintangible assets other than goodwill’
to the financial
statements. Goodwill represents
50% (2023: 48%) of
consolidated total assets and
305% (2023: 247%) of
consolidated total shareholders’ equity.
Due to the
magnitude of this balance to Wolters Kluwer’s
financial
position and since the annual impairment test is subject
tomanagement estimates, we consider this
a key
auditmatter.
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.
The impairment assessment prepared by management
includes a variety of internal and external
factors. In
connection with these factors,
management made use of
valuation models, making significant estimates,
potentially
subject to management override, particularly
the
assumptions related to the adjusted operating
profit
margin, the average long-term growth
rates, and weighted-
average cost of capital.
The annual impairment test for goodwill did not result
in
an impairment. Management has disclosed the
impairment
test method, the results of the
test, as well as the impact
of sensitivities in
‘Note 17 – Goodwill and intangible assets
other than goodwill’
to the financial statements.
We obtained an understanding of the process
in place and identified controls in the group’s
impairment assessment 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’ to the financial statements.
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’ to the financial statements
in relation to the impairment assessment.
Observations
We did not identify any material reportable
matters in management’s valuation of goodwill
or in the corresponding
disclosures included in
‘Note 17 – Goodwill and intangible assets
other than goodwill’ to the financial statements.
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Other informationFinancial statements
Report on the other information included in the 2024 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.
• 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.
• Contains all the information regarding
the management report and the other information
as required 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 the
Dutch 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
financial statements.
Management is responsible for the preparation
of the other information, including the
management report 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 for the year
2015 and have operated as statutory
auditor ever
since that financial year. In the General Meeting
of Shareholders on April 22, 2022, we were
re-appointed for the years 2023 and 2024. With
the completion of the 2024 audit, our audit
tenure has ended in accordance with applicable legislation
for public companies in The
Netherlands.
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 (ESEF)
Wolters Kluwer N.V. has prepared its
Annual Report in ESEF. The requirements
for this are set
out in the 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 (partly) marked-up
consolidated financial statements,
as included in the reporting package by Wolters
Kluwer
N.V. 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 one 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 amongst others:
• Obtaining an understanding of the company’s
financial reporting process, including the
preparation of the reporting package.
• 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;
• 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.
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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.
If
applicable, supplement with other applicable
laws and regulations, such as WNT.
Furthermore,
management is responsible for such internal control as
management
determines is necessary to enable the
preparation of the financial statements
that are free
from material misstatement, whether due to fraud or error.
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 engagement in a manner that allows us to
obtain sufficient 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 misstatements,
whether due to fraud or error, 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 scepticism
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.
We are responsible for planning and performing the group audit
to obtain sufficient
appropriate audit evidence regarding the financial information
of the group entities within the
group as a basis for forming an opinion on the financial statements.
We are also responsible
for the direction, supervision, and review
of the audit work performed for purposes
of the
group audit. We bear the full responsibility
for the auditor’s report.
We communicate with the Supervisory Board
regarding, among other matters,
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 Audit Committee
in accordance with Article 11 of the EU Regulation
on
specific requirements regarding statutory
audit of public-interest entities.
The information
included in this 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 25, 2025
Deloitte Accountants B.V.
B.E. Savert
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To: the shareholders and the Supervisory
Board of Wolters Kluwer N.V.
Our conclusion
We have performed a limited assurance engagement
on the consolidated sustainability
statements for 2024 of Wolters Kluwer N.V.
based in Alphen aan den Rijn, the Netherlands
(hereafter: the group) in the section
Sustainability statements of the accompanying
Annual
Report including the information incorporated
in the sustainability statements
by reference
(hereinafter: the sustainability statements).
Based on our procedures performed and the
assurance evidence obtained, nothing has
come
to our attention that causes us to believe
that the sustainability statements
are not, in all
material respects:
• Prepared in accordance with the European
Sustainability Reporting Standards (ESRS)
as
adopted by the European Commission and in accordance with
the double materiality
assessment process carried
out by the group to identify the information
reported pursuant
to the ESRS.
• Compliant with the reporting
requirements provided for in Article 8
of Regulation (EU)
2020/852 (Taxonomy Regulation).
Basis for our conclusion
We have performed our limited assurance
engagement on the sustainability statements
in
accordance with Dutch law, including Dutch Standard
on Auditing 3810N, ‘Assurance-
opdrachten inzake duurzaamheidsverslaggeving’
(Assurance engagements relating
to
sustainability reporting) which
is a specified Dutch standard that is based
on the
International Standard on Assurance Engagements
(ISAE) 3000 (Revised) ’Assurance
engagements other than audits or reviews
of historical financial information’.
Our responsibilities in this regard are further
described in the section ‘Our responsibilities
forthe limited assurance engagement on
the sustainability statements’
of our report.
We are independent of Wolters Kluwer N.V. in accordance
with the EU Regulation on specific
requirements 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 for
Professional Accountants).
The ViO and VGBA are at least as demanding as the
International code of ethics for
professional accountants (including International
independence standards) of the
International Ethics Standards Board for
Accountants (the IESBA Code).
We believe that the assurance evidence we
have obtained is sufficient and appropriate
to
provide a basis for our conclusion.
Emphasis of matters
Emphasis on the most significant uncertainties
affecting the quantitative metrics
and
monetary amounts
We draw attention to the scope 3 metrics
within the Environmental disclosures section
in the
sustainability statements that
identifies the quantitative metrics
and monetary amounts that
are subject to a high level of measurement uncertainty
and discloses information about the
sources of measurement uncertainty and the assumptions, approximations,
and judgments
the group has made in measuring these, in compliance
with the ESRS.
The comparability of sustainability information
between entities and over time,
may be
affected by the lack of historical
sustainability information in accordance with
the ESRS,
andby the absence of a uniform practice on which to
draw, evaluate, and measure this
information. This allows for the application of different, but acceptable,
measurement
techniques, especially in the initial years.
Emphasis on the double materiality assessment
process
We draw attention to section Impact,
risk, and opportunity management in the
sustainability
statements. This disclosure explains
future improvements in the ongoing due diligence and
double materiality assessment process,
including robust engagement with affected
stakeholders. Due diligence is an ongoing practice
that responds to and may trigger changes
in the group’s strategy, business model,
activities, business relationships,
operating, sourcing,
and selling contexts. The double materiality
assessment process may also
be impacted in
time by sector-specific standards
to be adopted. The sustainability statements
may not
include every impact, risk, and opportunity
or additional entity-specific disclosure
that each
individual stakeholder (group) may consider
important in its own particular
assessment.
Emphasis on the use of third-party
information
We draw attention to the
Methodologies and assumptions sections
within the
Environmental
Disclosures in the sustainability statements
that indicates that certain metrics
and
calculations include third-party estimates.
The third-party information used is disclosed
in
the relevant sections of the sustainability
statements. Diligence on such third-party
information and certifications is not a
common practice. We note that we did not perform
any
procedures to validate the accuracy of the
third-party information used, nor did we
assess
the competence and/or objective of the
third-party information providers.
Our conclusion is not modified in respect of these
matters.
Limited assurance report of the
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Comparative information not subject to assurance procedures
No reasonable or limited assurance procedures
have been performed on the sustainability
statements of the prior year. Consequently,
the comparative information and related
disclosures for the year ended December 31, 2023,
as included in the sustainability
statements have not been subject to
reasonable or limited assurance procedures.
Limitations to the scope of our assurance engagement
In reporting forward-looking information
in accordance with the ESRS, management of
the
group is required to prepare the forward-looking information
on the basis of disclosed
assumptions about events that may occur
in the future and possible future actions
by the
group. The actual outcome is likely to be different
since anticipated events frequently
do not
occur as expected. Forward-looking
information relates to events and actions
that have not
yet occurred and may never occur. We do not provide assurance
on the achievability of this
forward-looking information.
Responsibilities of management and the Supervisory Board for the
sustainability statements
Management is responsible for the preparation
of the sustainability statements
in accordance
with the ESRS, including the double materiality
assessment process carried
out by the group
as the basis for the sustainability statements
and disclosure of material impacts, risks
and
opportunities in accordance with the ESRS.
As part of the preparation of the sustainability
statements, management is responsible for compliance with the reporting
requirements
provided for in Article 8 of Regulation
(EU) 2020/852 (Taxonomy
Regulation).
Management is also responsible for selecting
and applying additional entity-specific
disclosures to enable users to understand
the group’s sustainability-related impacts,
risks,
andopportunities and for determining that
these additional entity-specific
disclosures are
suitable in the circumstances and in accordance with
the ESRS.
Furthermore, management is responsible for
such internal control as it determines is
necessary to enable the preparation of the
sustainability statements
that are free from
material misstatement, whether due to fraud or error.
The Supervisory Board is responsible for
overseeing the sustainability reporting
process
including the double materiality assessment
process carried out by the group.
Our responsibilities for the limited assurance engagement on the
sustainability statements
Our responsibility is to plan and perform
the limited assurance engagement in a manner
thatallows us to obtain sufficient appropriate
assurance evidence for our conclusion.
Our assurance engagement is aimed to obtain
a limited level of assurance that the
sustainability statements are free
from material misstatements.
The procedures vary in
nature and timing from, and are less in extent than for
a reasonable assurance engagement.
Consequently, the level of assurance obtained
in a limited assurance engagement is
substantially lower than the assurance that
would have been obtained had a reasonable
assurance engagement been performed.
We apply the applicable quality management requirements
pursuant to the ‘Nadere
voorschriften kwaliteitsmanagement’
(NV KM, regulations for quality
management) and the
International Standard on Quality Management
(ISQM) 1, and accordingly maintain a
comprehensive system of quality management including documented policies and procedures
regarding compliance with ethical requirements,
professional standards and other relevant
legal and regulatory requirements.
Our limited assurance engagement included among
others:
• Performing inquiries and an analysis of
the external environment and obtaining an
understanding of relevant sustainability
themes and issues, the characteristics
of the
group, its activities, and the
value chain and its key intangible resources in order
to assess
the double materiality assessment
process carried out by the group as the
basis for the
sustainability statements and disclosure
of all material sustainability-related
impacts,
risks, and opportunities, in accordance
with the ESRS.
• Obtaining through inquiries a general understanding
of the internal control environment,
the group’s processes for gathering and
reporting entity-related
and value chain
information, the information systems,
and the group’s risk assessment process
relevant to
the preparation of the sustainability
statements and for identifying
the group’s activities,
determining eligible and aligned economic activities,
and prepare the disclosures provided
for in Article 8 of Regulation (EU) 2020/852
(Taxonomy Regulation), without obtaining
assurance information about the implementation,
or testing the operating effectiveness,
ofcontrols.
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• Assessing the double materiality
assessment process carried
out by the group and
identifying and assessing areas of the
sustainability statements,
including the disclosures
provided for in Article 8 of Regulation
(EU) 2020/852 (Taxonomy
Regulation) where
misleading or unbalanced information or material misstatements,
whether due to fraud or
error, are likely to arise (‘selected disclosures’).
We designed and performed further
assurance procedures aimed at assessing
that the sustainability statements
are free from
material misstatements responsive
to this risk analysis.
• Considering whether the description
of the double materiality assessment
process in the
sustainability statements made by management
appears consistent with the process
carried out by the group.
• Determining the nature and extent of the
procedures to be performed for the group
components and locations. For this, the
nature, extent, and/or risk profile of
these
components are decisive.
• Performing analytical review
procedures on quantitative information
in the sustainability
statements, including consideration of
data and trends in the information submitted
for
consolidation at corporate level.
• Assessing whether the group’s
methods for developing estimates are appropriate
and
havebeen consistently applied for selected
disclosures. We considered data and trends;
however, our procedures did not include testing the data
on which the estimates are based
or separately developing our own estimates
against which to evaluate management’s
estimates.
• Analysing, on a limited sample basis,
relevant internal and external documentation
available to the group (including publicly available information
or information from actors
throughout its value chain) for selected
disclosures.
• Reading the other information in the annual
report to identify material inconsistencies,
ifany, with the sustainability statements.
• Considering whether:
• the disclosures provided to address the
reporting requirements provided for in
Article 8
of Regulation (EU) 2020/852
(Taxonomy Regulation) for each
of the environmental
objectives, reconcile with the underlying
records of the group, are consistent or coherent
with the sustainability statements,
and appear reasonable, in particular whether
the
eligible economic activities meet
the cumulative conditions to qualify as
aligned and
whether the technical screening criteria
are met.
• the key performance indicators disclosures
have been defined and calculated in
accordance with the Taxonomy reference framework
as defined in Appendix 1 Glossary of
Terms of the CEAOB Guidelines on limited
assurance on sustainability reporting
adopted
on 30 September 2024 and in compliance with the reporting
requirements provided for in
Article 8 of Regulation (EU) 2020/852
(Taxonomy Regulation), including the format
in which
the activities are presented.
• Considering the overall presentation, structure,
and the fundamental qualitative
characteristics of information
(relevance and faithful representation:
complete, neutral,
and accurate) reported in the sustainability
statements, including the reporting
requirements provided for in Article 8 of Regulation
(EU) 2020/852 (Taxonomy
Regulation).
• Considering, based on our limited assurance
procedures and evaluation of the assurance
evidence obtained, whether the sustainability
statements as a whole are free from
material
misstatements and prepared in accordance
with the ESRS.
Amsterdam, February 25, 2025
Deloitte Accountants B.V.
B.E. Savert
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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.
Articles of Association Provisions Governing ProfitAppropriation
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Other informationFinancial statements
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 2024, the average daily trading volume of Wolters
Kluwer shares on Euronext
Amsterdam was 431,192 shares (2023:
519,630), 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 25%,
outperforming the Amsterdam AEX
Index
andSTOXX Europe 600, which were up 12% and 7%,
respectively. Over the five-year period
ending December 31, 2024, Wolters Kluwer shares
have increased by 147%, significantly
outperforming the Amsterdam
AEX Index and the STOXX Europe 600, which
increased 45%
and21%, respectively. Wolters Kluwer
ADRs (quoted in U.S. dollars) appreciated 127%
over
thisfive-year period, significantly
outperforming the S&P 500 which rose 82%.
Five-year share price performance 2020-2024
euro
2020 2022 2023
20242021
180
40
60
80
100
120
140
160
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 consider 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 2024 dividend
We are proposing to increase the total dividend
for the financial year 2024 by 12% (2023: 15%
increase) to €2.33 per
share (2023: €2.08). We will therefore
recommend a final dividend of
€1.50per share, subject to the approval
of shareholders at the Annual General Meeting
inMay2025. For 2025, 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.
Wolters Kluwer shares andbonds
236
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Other informationFinancial statements
During 2024, 6.7 million shares were repurchased
for a total consideration of €1 billion. In
February 2024, 0.6 million treasury shares
werereleased for long-term incentive plans.
In
September 2024, 10.0 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 2020-2024
Shares
repurchased
million
Total
consideration
€ million
Average
share price
€
Treasury
shares
canceled
million
Treasury
shares
released
for LTIP
million
2024 6.7
1,000 149.23
10.0 0.6
2023 8.7
1,000 114.44
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
Share buyback 2025
On February 26, 2025, we will announce our intention
to spend up to €1 billion on share
repurchases during 2025, including repurchases
to offset incentive share issuances.
As of
February 24, 2025, €100 million of this
2025 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 2025, 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, 2024, was 238.5 million (2023:
248.5 million), of which 4.1 million were held in treasury.
The diluted weighted-average number
ofordinary shares used to compute the diluted earnings
per share figures was
238.4 million in2024.
Market capitalization
Based on issued ordinary shares (including 4.1
million treasury shares), the market
capitalization of Wolters Kluwer
as of December 31, 2024, was €38.3
billion (2023: €32.0 billion).
Shares issued and outstanding
number of shares in millions
2024 2023
Issued ordinary shares (December 31)
238.5
248.5
Treasury shares (December
31) 4.1
8.0
Issued ordinary shares outstanding (December 31)
234.4
240.5
Weighted-average number of ordinary
shares outstanding
237.5
244.9
Diluted weighted-average number
of ordinary shares
238.4
246.0
Shareholder structure
Wolters Kluwer has 100% free float and a
widely distributed, global shareholder base.
As of
December 2024, approximately 86% of the issued
share capital of Wolters Kluwer were held
byinstitutional investors.
The remaining 14% was either unidentified, held by broker-dealers
orretail investors, or held in treasury
by Wolters Kluwer. Some 40% of our issued
share
capital was held by investors in North
America, mainly the United States and Canada.
Institutions based in the United
Kingdom held 23%, while institutions
based in continental
Europe owned 20%. Institutions in Asia
Pacific & Rest of World owned approximately
3% 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).
United States 35%
Canada/Other Americas
5%
United Kingdom 23%
France
8%
Germany
4%
Switzerland
2%
Netherlands
1%
Rest of Europe 5%
Asia Pacific & ROW 3%
Intermed/Retail/Other
12%
Treasury shares 2%
Source: CMi2i, as of December
2024.
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Industry classifications and indices
Some of the most widely followed indices that
include Wolters Kluwer are shown below.
Wolters Kluwer weight in selected indices
Index Weight %
AEX
®
4.52%
AEX
®
ESG
9.51%
Euronext
®
100 1.08%
Euronext
®
Eurozone ESG Leaders Select
40 1.63%
EURO STOXX
®
0.71%
EURO STOXX
®
50 1.12%
STOXX
®
Europe 600
0.36%
STOXX
®
Europe 600 Media
15.36%
STOXX
®
Europe 600 ESG-X
0.39%
MSCI Europe Commercial & Professional
Services
17.2%
Sources: Euronext, STOXX,
and MSCI. Weights as of December
31, 2024.
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, 2025, eight have a Buy
rating, four have a Hold rating, and one
rates 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
2024 2023
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
1 2
ISS Environment Quality Score
3 5
Sustainalytics ESG Risk
Rating
11.4 14.4
Sustainalytics uses a scale
of 0-100. A low score
indicates lower ESG risk.
Sources: MSCI, ISS, and Sustainalytics,
as of January 31, 2025.
Bonds and other fixed income securities
As of January 31, 2025, Wolters Kluwer
has seven Eurobonds listed on the Luxembourg
exchange with a total face value of €3,336
million.
Wolters Kluwer listed fixed-income issues
Debt security Due
Amount
€ million Listing
ISIN
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
3.250% senior bonds
March 2029
€600
Luxembourg
XS2778864210
0.750% senior bonds
July 2030
€500 Luxembourg
XS2198580271
3.750% senior bonds
April 2031
€700
Luxembourg
XS2592516210
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, 2024, was €350 million
(2023:€50 million).
Type
As of
Issued
€ million
Total facility
€ million
Euro Commercial Paper
December 31, 2024
350 1,000
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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
March 1, 2024
S&P BBB+
A-2
Stable
March 7, 2013
June 11, 2024
Sources: Moody’s and S&P Global.
For more information on Wolters Kluwer’s long-term debt, refer to
Note 28 – Net debt of the
Financial statements.
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 December 2024, we held a virtual
teach-in on our Legal & Regulatory division.
During the year, the Executive
Board met with investors representing
around a third of our
issued share capital. In the fourth
quarter, Supervisory Board members met
shareholders to
gather feedback on our remuneration policy
and other 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 2025-2026
2025
May 7 First-Quarter 2025
Trading Update
May 15 Annual General Meeting
of Shareholders
May 19 Ex-dividend date: 2024 final dividend
ordinary shares
May 20 Ex-dividend date: 2024 final dividend
– ADRs
May 20 Record date: 2024 final dividend ordinary
shares and ADRs
June 11 Payment date: 2024 final dividend,
ordinary shares
June 18 Payment date: 2024 final dividend
ADRs
July 30 Half-Year 2025 Results
August 26 Ex-dividend date:
2025 interim dividend, ordinary
shares
August 27 Ex-dividend date: 2025
interim dividend – ADRs
August 27 Record date: 2025
interim dividend – ordinary shares and
ADRs
September 18 Payment date: 2025
interim dividend
September 25 Payment date: 2025
interim dividend ADRs
November 5 Nine-Month 2025 Trading Update
2026
February 25
Full-Year 2025 Results
March 11 Publication of 2025 Annual
Report
Wolters Kluwer shares and bonds
CONTINUED
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Wolters Kluwer 2024 Annual Report
Other informationFinancial statements
in millions of euros, unless otherwise
stated
2024 2023
2022 2021
2020
Revenues 5,916
5,584 5,453
4,771
4,603
Operating profit 1,441
1,323
1,333
1,012 972
Profit for the year, attributable
to owners of the company
1,079
1,007 1,027
728 721
Adjusted EBITDA
1,930
1,775
1,730 1,514
1,422
Adjusted operating profit
1,600
1,476
1,424
1,205
1,124
Adjusted net financing costs
62
27 56
78 46
Adjusted net profit
1,185
1,119 1,059
885 835
Adjusted free cash flow
1,276
1,164
1,220
1,010 907
Proposed dividend distribution
548
503 453
405 357
Acquisition spending 335
61 92
108 395
Net capital expenditure
313
323
295 239
231
Amortization and impairment
of other intangible assets,
and depreciation and impairment
of PPE and
right-of-use assets
330 299
306 309
298
Amortization and (reversal
of) impairment of acquired
identifiable intangible assets
149 146
160
164 144
Shareholders’ equity
1,545
1,749
2,310
2,417
2,087
Guarantee equity
1,545
1,749
2,310
2,417
2,087
Net debt
3,134
2,612
2,253 2,131
2,383
Capital employed
5,604
5,202
5,529
5,859
5,087
Total assets
9,498
9,094
9,510
9,028 8,350
Ratios
As % of revenues:
Operating profit 24.4
23.7 24.4
21.2
21.1
Profit for the year, attributable
to owners of the company
18.2
18.0 18.8
15.3
15.7
Adjusted EBITDA
32.6 31.8
31.7 31.7
30.9
Adjusted operating profit
27.1
26.4 26.1
25.3 24.4
Adjusted net profit
20.0
20.0 19.4
18.6 18.1
ROIC (%)
18.1
16.8 15.5
13.7 12.3
Dividend proposal in % of adjusted
net profit
46.2
45.0
42.8
45.8
42.8
Dividend proposal in % of profit
for the year, attributable
to owners of the company
50.8 50.0
44.2
55.7
49.5
2024 2023 2022
2021 2020
Cash conversion ratio (%)
102
100 107
112 102
Net interest coverage
25.6
54.3
25.4
15.5
24.5
Net-debt-to-EBITDA
1.6
1.5 1.3
1.4
1.7
Net gearing
2.0
1.5
1.0 0.9
1.1
Shareholders’ equity to capital
employed
0.28
0.34 0.42
0.41
0.41
Guarantee equity to total
assets
0.16
0.19
0.24
0.27
0.25
Information per share (€)
Total dividend proposal
in cash per share
2.33
2.08
1.81 1.57
1.36
Basic earnings per share
4.54
4.11
4.03
2.79 2.72
Adjusted earnings per share
4.99
4.57
4.16
3.40
3.15
Adjusted free cash flow per
share 5.37
4.75 4.79
3.89
3.42
Based on fully diluted:
Diluted earnings per share
4.52
4.09 4.01
2.78
2.70
Diluted adjusted earnings
per share
4.97
4.55 4.14
3.38 3.13
Diluted adjusted free cash
flow per share
5.35
4.73
4.77 3.87
3.40
Weighted-average number of shares
issued (millions)
237.5
244.9
254.7 260.4
265.0
Diluted weighted-average
number of shares (millions)
238.4
246.0
255.8 261.8
266.6
Stock exchange (€)
Highest quotation
164.60
134.90
111.40 105.25
78.22
Lowest quotation
126.60
97.00
84.18
63.88 52.04
Quotation at December 31
160.40
128.70
97.76
103.60
69.06
Average daily trading volume Wolters
Kluwer on Euronext
Amsterdam N.V. (thousands
of shares)
431 520
542
521 677
Employees
Headcount at December 31
21,635
21,438 20,511
19,800
19,169
In full-time equivalents at December
31 21,200
21,056 20,056
19,454
18,785
In full-time equivalents average
per annum 21,167
20,810
20,061
19,083
18,562
Five-year key figures
240
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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.
Loans
Bonds, private placements, Euro
Commercial Paper Program, and other
miscellaneous loans and borrowings.
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.
Glossary
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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.
About this report
→ This annual report
is available as a
PDF on www.wolterskluwer.com/en/
investors/financials/annual-reports
Contact information
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