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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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.
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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 a