2022 ANNUAL REPORT
Expert solutions
for an ever-changing
world
Every second of every
day, our customers
face decisive
moments that impact
the lives of millions
of people and shape
society for the future.
→ Read more about our solutions on
page 13
Wolters Kluwer 2022 Annual Report
← →
When you have to be right
Strategic Report
2 Wolters Kluwer at a glance
4 Q&A with Nancy McKinstry
6 Business model and strategy
8 2023 full-year outlook
9 Expert solutions
10 Stakeholders and value creation
12 Organizational structure and
executive team
14 Health
18 Tax & Accounting
22 Governance, Risk & Compliance
26 Legal & Regulatory
30 Group financial review
36 Sustainability
Governance
63 Corporate Governance
67 RiskManagement
78 Statements by the Executive Board
79 Executive Board and Supervisory
Board
81 Report of the Supervisory Board
87 Remuneration Report
Financial Statements and Other
110 Financial Statements
111 Consolidated Financial Statements
118 Notes to the Consolidated
FinancialStatements
204 Company Financial Statements
207 Notes to the Company
FinancialStatements
214 Independent Auditor’s Report
224 Articles of Association Provisions
Governing Profit Appropriation
225 Report of the Wolters Kluwer
Preference Shares Foundation
226 Wolters Kluwer Shares and Bonds
232 Five-Year Key Figures
234 Glossary
235 Contact Information
2022 FINANCIAL HIGHLIGHTS
€5.5bn
total revenues
93%
of revenues from digital products
and services
80%
of revenues are recurring
26.1%
adjusted operating profit margin
€4.14
diluted adjusted earnings per share
15.5%
return on invested capital
Visit our investors portal
www.wolterskluwer.com/en/investors/
As a global provider
of professional
information,
software solutions,
and services, our
work helps to protect
people’s health
and prosperity
and contributes
to a safe and just
society by providing
deep insights
and knowledge
to professionals.
→ Read more about our business
model and strategy onpage 6
← →
Wolters Kluwer 2022 Annual Report 1
SUSTAINABILITY HIGHLIGHTS 2022
11%
of revenues invested in
product development
and innovation
5%
reduction in office footprint
(square meters)
73
belonging score, measure
of employee diversity, equity,
and inclusion
committed to science-
based net-zero; near-term
targets submitted to SBTi for
validation
GLOBAL FOOTPRINT
7 flagship offices
significant subsidiaries
20,500
employees worldwide
180
countries where we serve customers
40+
countries from which we operate
FINANCIAL HIGHLIGHTS 2022
6.2%
organic growth in revenues
€1.2bn
adjusted free cash flow
56%
of revenues from
expert solutions
(
4
)
%
total shareholder
return including
dividends (not reinvested)
2 Wolters Kluwer 2022 Annual Report
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Strategic Report | Governance | Financial Statements
We help our customers make critical decisions every
day by providing expert solutions that combine
deep domain knowledge with specialized technology
and services.
Wolters Kluwer
ataglance
EUROPE
29%
of total revenues
ASIA PACIFIC & ROW
7%
of total revenues
NORTH AMERICA
64%
of total revenues
Revenues by media format
2019
Services
Print
Digital: Expert Solutions
Digital: Information products
2020 2021 2022
100%
80%
60%
40%
20%
0%
Adjusted operating profit margin
2019 2020 2021 2022
27%
26%
25%
23%
24%
22%
2022 Revenues by type
Recurring 80%
Non-recurring 20%
Diluted adjusted EPS in €
2019 2020 2021 2022
4.50
4.00
3.50
3.00
0.50
2.50
2.00
1.50
1.00
0.00
Organic revenue growth
2019 2020 2021 2022
6.2%
5.7%
1.7%
7%
6%
5%
4%
3%
2%
1%
0%
4.3%
Return on invested capital
2019 2020 2021 2022
18%
12%
15%
6%
9%
3%
0%
AREAS OF EXPERTISE
We deliver professional information,
software, and services for the
healthcare; tax and accounting;
governance, risk, and compliance;
and legal and regulatory sectors.
HEALTH
Trusted clinical technology and
evidence-based solutions that
drive effective decision-making
and outcomes across the continuum
of healthcare.
→ Read more about Health on page 14
TAX & ACCOUNTING
Expert solutions that help tax,
accounting, and audit professionals
drive productivity, navigate change,
and deliver better outcomes,
helping them to grow, manage,
and protect their businesses
and their clients’ businesses.
→ Read more about Tax & Accounting
onpage18
GOVERNANCE, RISK
&COMPLIANCE
Expert services and solutions for legal
entity compliance, legal operations
management, banking product
compliance, regulatory reporting,
and risk management.
→ Read more about Governance,
Risk&Compliance on page 22
LEGAL & REGULATORY
Evidence-based information,
actionable insights, and integrated
workflow solutions enabling
professionals to adhere to ever-
changing regulatory obligations,
manage risk, increase efficiency,
and produce better outcomes.
→ Read more about Legal & Regulatory
onpage 26
← →
Wolters Kluwer 2022 Annual Report 3
We continue to see new
opportunities to leverage
artificial intelligence to
bring even greater value to
our customers.
Nancy McKinstry
CEO and Chair of the Executive
Board Wolters Kluwer
4 Wolters Kluwer 2022 Annual Report
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Strategic Report | Governance | Financial Statements
I am proud of the
steadfast dedication and
ever-inspiring creativity
of our teams, working
together to support
our customers, drive
innovation, seek new
opportunities, and bring
benefits to all of our
stakeholders.
Q
How would you sum up Wolters Kluwer’s
financial performance in 2022?
2022 was a very good year financially.
We sustained 6% organic growth and
delivered substantial improvement
in margin and ROIC. Organic growth
was supported by our recurring digital
and services revenues, in particular
subscriptions to our cloud-based expert
solutions. We managed to steer through
an environment marked by inflation, skills
shortages, and downcycles in some of our
transactional activities to deliver on our
commitments.
Q
What progress was made on your 2022-
2024 strategic plan?
Last year was the first year of our new
three-year plan. Our top priority is to
grow our expert solutions, which are
sophisticated workflow and software
applications that enhance professionals’
decision-making and productivity, and
facilitate collaboration. In 2022, expert
solutions revenues grew 9% organically
and now account for 56% of total
revenues. We supported this growth with
record levels of investment in product
development, not only to enhance and
extend our existing expert solutions,
but also to transform our information
products into expert solutions. The
journey to the cloud and deployment
of advanced technologies are key areas
of investment. We continue to see new
opportunities to leverage artificial
intelligence in a responsible way to bring
even greater value to our customers.
We made a few carefully selected
acquisitions last year, most notably
International Document Services, which
strengthened our position in the U.S.
mortgage compliance software market. We
completed the divestment of our French
and Spanish publishing assets, putting
us in a better position to focus on driving
innovation and growth in our Legal &
Regulatory division.
Our second strategic priority is to extend
into high growth adjacencies along our
customer workflows and to adapt our
products for new customer segments.
We are investing in opportunities for
which we are well-placed. For example,
building out ESG reporting solutions is
something our customers need and a
logical extension for our businesses that
already support corporate compliance.
We are also extending geographically.
For example, we recently launched our
Legisway solution into the U.S. market.
The third priority is to evolve our
organizational capabilities and
performance. Here, we have taken early
steps to strengthen key central functions,
such as sales, marketing, and technology,
so these teams can better support the
business units in driving performance.
This pillar of our strategy also involves
improving our own ESG performance.
Sustainability is becoming deeply
integrated and measured across our
operations and we remain committed to
the principles of the UN Global Compact
and other frameworks.
Q
With regard to ESG, you said last year you
were aiming to cultivate diversity more
broadly. Can you update us?
Our aim is to build on our success in
fostering gender diversity by advancing
diversity, equity, and inclusion in a
broader sense, across our workforce
and across our products. Looking at our
workforce, we now measure employee
Q&A with
NancyMcKinstry
EXPERT SOLUTIONS
9%
organic growth in 2022
CLOUD SOFTWARE
17%
organic growth in 2022
DIVERSITY, EQUITY, AND
INCLUSION
73
belonging score improved by 1 point
→ Read more about our greenhouse gas
footprint onpage 51
→ Read our TCFD disclosures onpage 59
← →
Wolters Kluwer 2022 Annual Report 5
belonging annually and have been
including a target for this metric in the
compensation plans of the Executive
Board and all executives globally.
Belonging is defined as the extent to
which employees believe they can bring
their authentic selves to work and be
accepted for who they are. We improved
our belonging score by 1 point in 2022,
meeting our initial target, and we have
a wide range of initiatives in place to
continue driving improvement. With our
products, we have started applying a more
rigorous diversity approach to ensure
that our content, user interfaces, and
functionality are inclusive.
Q
You made a commitment to set science-
based targets. What progress has been
made on this front?
A year ago, we made a commitment to
set science-based targets and to align
with the recommendations of the Task
Force on Climate-related Financial
Disclosures (TCFD). I’m very pleased to
report that we made a big step forward
in 2022. We completed an assessment
of our scope 3 indirect greenhouse
gas emissions, covering all relevant
upstream and downstream activities
along our value chain. We also improved
the robustness of our scope 1 and 2
emission data. This work enabled us to
establish a baseline for 2019 from which
to implement emissions reduction targets
and abatement plans. We have committed
to reduce our company-wide emissions
in line with science-based net-zero,
and submitted our near-term emission
reduction targets to the Science Based
Targets initiative for validation.
In this annual report, you will find
our first TCFD statement which
provides an increased level of climate-
related disclosures, moving us closer
towards alignment with the TCFD
recommendations.
Q
You announced the creation of a new
division. What drove that decision?
This new division, to be formed in March
2023, brings together four of our global
enterprise software units. Combining
these assets will allow us to accelerate
synergies and leverage their combined
global strengths to pursue a growing
market opportunity. We are seeing
heightened demand from corporations
and banks for integrated financial,
operational, and ESG performance
management and reporting solutions and
we have a unique set of assets with the
right capabilities to serve this market.
Q
Finally, what is your outlook for 2023,
especially given the less predictable
environment we now find ourselves in?
While we remain watchful of how
the macro-economic and political
environment develops, in particular wage
inflation and the U.S. dollar exchange rate,
we are confident that for the full year, we
can deliver organic revenue growth in line
with 2022 and improved operating profit
margins. Most importantly, I am confident
we are on the right course strategically
and in a strong position competitively.
Our talented teams are excited and
engaged, and very committed to deliver
value for all stakeholders.
Nancy McKinstry
CEO and Chair of the Executive Board
Wolters Kluwer
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Strategic Report | Governance | Financial Statements
Our mission is
to empower our
professional customers
with the information,
software solutions,
and services they need
to make critical decisions,
achieve successful
outcomes, and save time.
Every day, our customers face the
challenge of increasing proliferation
and complexity of information, and the
pressure to deliver better outcomes at
a lower cost. Many of our customers
are looking for mobility, flexibility,
intuitive interfaces, and integrated open
architecture technology to support their
decision-making. We aim to solve their
problems and add value to their workflow
with our range of digital solutions and
services, which we continuously evolve
to meet their changing needs.
Our expert solutions combine deep
domain knowledge with technology
to deliver both content and workflow
automation to drive improved outcomes
and productivity for our customers.
Expert solutions, which include our
software products and certain advanced
information solutions, accounted for 56%
of total revenues in 2022.
Based on revenues, our largest expert
solutions are:
• Health: global clinical decision support
tool UpToDate; clinical drug databases
Medi-Span and Lexicomp; and
Lippincott nursing solutions for practice
and learning.
• Tax & Accounting: global corporate
performance solution CCH Tagetik; global
internal audit platform TeamMate; and
professional tax and accounting software
CCH Axcess and CCH ProSystem fx in
North America and similar software for
professionals across Europe.
• Governance, Risk & Compliance: finance,
risk, and regulatory reporting suite
OneSumX; banking compliance solutions
ComplianceOne, Expere, eOriginal,
and Gainskeeper; and enterprise
legal management software Passport
and TyMetrix.
• Legal & Regulatory: global
environmental, health and safety, and
operation risk management (EHS/ORM)
1
suite Enablon; legal workflow solutions
Kleos and Legisway; and other software
tools for European legal professionals.
Business model
Our business model is primarily based
on subscriptions, software maintenance,
and other recurring revenues (80% of
total revenues in 2022), augmented by
implementation services and license fees
as well as volume-based transactional or
other non-recurring revenues. Renewal
rates for our recurring digital information,
software, and services revenues are high
and are one of the key indicators by which
we measure our success.
More than half of our operating costs
relate to our employees, who create,
develop and maintain, sell, implement,
and support our solutions. Our technology
architecture is increasingly based on
globally scalable platforms that use
standardized components. Most of
our new solutions are built cloud-first.
Many of our solutions incorporate
advanced technologies, such as artificial
intelligence, natural language processing,
robotic process automation, and
predictive analytics.
Our development teams follow a
customer-centric, contextual design
process and develop solutions based on
the scaled agile framework. Our solutions
are sold by our own sales teams or
through selected distribution partners.
Strategy 2022-2024
Our strategy aims to deliver good organic
growth and improved margins and returns
over the three-year period. Our strategic
priorities for 2022-2024 are:
Accelerate Expert Solutions: we intend
to focus our investments on cloud-based
expert solutions while continuing to
transform selected digital information
products into expert solutions. We will
invest to enrich the customer experience
of our products by leveraging advanced
data analytics.
Expand Our Reach: we will seek to
extend into high-growth adjacencies
along our customer workflows and adapt
our existing products for new customer
segments. We plan to further develop
partnerships and ecosystems for our
key software platforms.
Evolve Core Capabilities: we intend to
enhance our central functions to drive
excellence and scale economies in sales
and marketing (go-to-market) and in
technology. We plan to advance our
environmental, social, and governance
(ESG) performance and capabilities and to
continue investing in diverse and engaged
talent to support innovation and growth.
Product innovation is a key driver of
organic growth and value creation for
our customers. In our three-year plan, we
expect product development spending
to average approximately 10% of total
revenues each year.
Business model
andstrategy
56%
of 2022 revenues from expert solutions
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Wolters Kluwer 2022 Annual Report 7
All four businesses serve global
corporations and banks with cloud and
on-premise solutions and have leading
market positions in their specific areas of
expertise.
Our Enterprise Legal Management
unit (ELM), currently part of GRC Legal
Services, will be transferred to the Legal
& Regulatory division where we see
opportunities for closer alignment with
our Legal Software business.
Combining these assets will allow us to
accelerate synergies and leverage their
combined global strengths to pursue a
growing market opportunity.
We will report our 2023 results under both
the historical reporting segments and the
new divisional structure.
Creation of new division: Corporate
Performance & ESG
In March 2023, we intend to bring together
four of our global enterprise software
businesses to form a new division,
Corporate Performance & ESG, to meet the
growing demand from corporations and
banks for integrated financial, operational,
and ESG performance management and
reporting solutions.
This new division will be comprised of the
following global software units:
• Corporate Performance (CCH Tagetik,
including U.S. Corporate Tax);
• EHS/ORM Software (Enablon);
• Finance, Risk & Reporting; and our
• Internal Audit Solutions (TeamMate).
While our strategy remains centered on
organic investment and growth, we may
make selected acquisitions and non-
core disposals to enhance our value and
market positions. Acquisitions must fit our
strategy, strengthen or extend our existing
business, generally be accretive to diluted
adjusted EPS in their first full year and,
when integrated, deliver a return on
invested capital above our weighted-
average cost of capital (8%) within three
to five years.
Key ESG goals in our strategic plan are to
drive an improvement in our belonging
score, to align with the recommendations
of the Task Force on Climate-related
Financial Disclosures (TCFD) and to obtain
validated science-based targets.
STRATEGY 2022-2024
Our strategy, Elevate Our Value, aims to drive
good organic growth and improved operating
profit margins and return on invested capital over
the 2022-2024 period while advancing our ESG
performance. Our priorities are:
Elevate Our
Value
Accelerate
Expert Solutions
Expand
Our Reach
Evolve
Core Capabilities
• Drive investment in cloud-based
expert solutions
• Transform digital information
products into expert solutions
• Enrich customer experience by
leveraging data analytics
• Extend into high-growth
adjacencies
• Reposition solutions for new
segments
• Drive revenues through
partnerships and ecosystem
development
• Enhance central functions,
including marketing and technology
• Advance ESG performance and
capabilities
• Engage diverse talent to drive
innovation and growth
1
This rule of thumb excludes the impact of exchange rate movements on intercompany balances, which is accounted for in adjusted net financing costs
inreported currencies and determined based on period-end spot rates and balances.
2
Adjusted net financing costs include lease interest charges. Guidance for adjusted net financing costs in constant currencies excludes the impact of exchange
rate movements on currency hedging and intercompany balances.
8 Wolters Kluwer 2022 Annual Report
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Strategic Report | Governance | Financial Statements
If the current U.S. dollar rate persists,
currency will have a slightly negative
effect on full-year 2023 results reported in
euros. In 2022, Wolters Kluwer generated
over 60% of revenues and adjusted
operating profit in North America. As
a rule of thumb, based on our 2022
currency profile, each 1 U.S. cent move
in the average €/$ exchange rate for
the year causes an opposite change of
approximately 3 euro cents in diluted
adjusted EPS
1
.
We include restructuring costs in
adjusted operating profit. We expect 2023
restructuring costs to be in the range of
€10-€15 million (2022: €6 million).
We expect adjusted net financing costs in
constant currencies to be approximately
€40 million
2
. We expect the benchmark tax
rate on adjusted pre-tax profits to be in
the range of 23.0%-24.0% (2022: 22.6%).
Capital expenditure is expected to
increase but to remain within our normal
range of 5.0%-6.0% of total revenues
(2022: 5.4%). We expect full-year cash
conversion ratio to be approximately 100%
(2022: 107%).
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 impact of discontinuing activities
in Russia and Belarus is expected to be
immaterial to the consolidated financial
results in 2023.
2023 OUTLOOK BY DIVISION
Health
We expect full-year organic growth to
be in line with prior year and full-year
adjusted operating profit margin to be
stable.
Tax & Accounting
We expect full-year organic growth to
be in line with prior year and full-year
adjusted operating profit margin to
improve modestly.
Governance, Risk & Compliance
We expect full-year organic growth to
be in line with prior year and full-year
adjusted operating profit margin to
improve modestly.
Legal & Regulatory
We expect full-year organic growth to
be in line with prior year and full-year
adjusted operating profit margin to be
stable.
2023 full-year
outlook
performance indicators 2023 guidance 2022 actual
Adjusted operating profit margin (%) 26.1-26.5 26.1
Adjusted free cash flow (€ million) Around 1,200 1,220
ROIC (%) Around 16.5-17.0 15.5
Diluted adjusted EPS High single-digit growth 8% growth
Guidance for adjusted operating profit margin and ROIC is in reporting currencies and assumes an average EUR/USD rate in 2023 of €/$1.07. Guidance for
adjusted free cash flow and diluted adjusted EPS is in constant currencies (€/$ 1.05). Guidance reflects share repurchases of €1 billion in 2023.
Our specific guidance for 2023 is provided below. We expect full-year organic
growth to be in line with the prior year and the adjusted operating profit margin
to improve. In the first and second quarters of 2023, organic growth is expected
to be slower compared to the prior year period, most notably in Health and
Governance, Risk & Compliance. The adjusted operating profit margin is expected
to decline in the first half.
UpToDate
Leading evidence-based clinical decision
support tool used by over 2 million
clinicians worldwide and supported by
over 7,000 experts
7,000+
authors and peer reviewers
44,000+
institutional customers worldwide
→ Read more about Health on page 14
OneSumX for Regulatory Change
Management
Automated, AI-enabled regulatory
monitoring and workflow solution to
enhance banking regulatory compliance
1,150+
global regulatory bodies tracked
130,000+
global regulatory changes per year
→ Read more about Governance, Risk &
Compliance on page 22
CCH Axcess
Integrated cloud-based tax and
accounting platform used by tens of
thousands of U.S. professional firms
including 90% of the top 100 firms
380,000+
users
95%+
renewal rate
→ Read more about Tax & Accounting
onpage18
Enablon
Cloud-based, integrated environmental,
health and safety, and operational risk
management platform
160
used in 160 countries
3,000,000+
users
→ Read more about Legal & Regulatory
onpage 26
← →
Wolters Kluwer 2022 Annual Report 9
Our top strategic priority
is to grow our expert
solutions.
Expert solutions combine
deep domain knowledge
with technology to
deliver both content and
workflow automation
in order to support our
customers’ decision-
making and productivity.
Expert solutions are embedded in our
professional customers’ workflows and
are typically used frequently throughout
the day to support critical decision-
making and to digitize, automate, and
streamline processes.
Several of our expert solutions leverage
artificial intelligence (AI) in order to
augment and automate certain tasks,
provide new or improved insights, and
enable efficiencies.
In most markets, we offer cloud-
based expert solutions. Several of
our expert solutions are integrated,
modular platforms that offer third-party
connectivity (ecosystems).
Our expert solutions are generally sold
on a subscription basis or include a
recurring license and/or maintenance
fee. These solutions generally have high
renewal rates and above average organic
growth rates.
Examples of expert solutions:
Expert solutions
10 Wolters Kluwer 2022 Annual Report
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Strategic Report | Governance | Financial Statements
Wolters Kluwer maintains regular contact with a range of stakeholders, including
customers, employees, suppliers and partners, investors, financial and ESG analysts,
ratings agencies, government bodies, the media, civil society organizations (CSOs),
and educational and research institutions. We are a strategic partner or member in
industry associations and advocacy organizations, such as the Healthcare Information
Management Systems Society, International Society of Pharmacoeconomics and
Outcomes Research, Accounting Blockchain Coalition, Institute of Internal Auditors,
Mortgage Bankers Association, American Financial Services Association, European
Company Lawyers Association, International Legal Technology Association, American
Bankers Association, and European Risk Management Council.
Stakeholders and
valuecreation
Key stakeholders How we engage How we measure How we create value
CUSTOMERS
Year-round dialogue through
sales, marketing, and
customer service teams; and
customer collaboration on
product development
Net promoter scores;
customer satisfaction scores;
customer and product
renewal rates; market
share studies; and product
development spending
Impact when it matters most:
our professional information,
software, and services
provide insights and workflow
automation to customers
to support their critical
decision-making
EMPLOYEES
Regular engagement at all
levels, including one-on-
one, group, and townhall
meetings; check-ins and
performance meetings;
surveys; SpeakUp line; Global
Innovation Awards, Code
Games, and other employee
awards and events; and works
council engagement
Employee turnover rates;
employee engagement and
belonging scores; and training
sessions attended
Providing attractive employment
and career opportunities;
developing skills, talent,
and experience; and promoting
diversity, equity, inclusion,
and belonging
SUPPLIERS & PARTNERS
Regular quality screening,
audits, and due diligence; and
collaboration
Procurement process and
due diligence questionnaires;
certification programs; and
commitment to standards in
Supplier Code of Conduct
Creating mutually beneficial
economic value for our
suppliers and partners
INVESTORS
Year-round dialogue
through a global program
of investor relations events
and meetings; regular
engagement with analysts;
and Annual General Meeting
of Shareholders
Financial KPIs, including
organic growth, adjusted
operating profit margin,
adjusted free cash flow, and
ROIC; and ESG KPIs, including
employee engagement,
cybersecurity maturity, and
ESG ratings
Generating Total Shareholder
Return (TSR) for shareholders
through share price
appreciation and dividends; and
risk-adjusted financial returns
for creditors
SOCIETY
Various programs in support
of our communities around
the world
Tracking of charitable
contributions
Our employees donate their
time and talents to community
projects; our work helps protect
people’s health and prosperity,
and contributes to a safe and
just society; and we provide
attractive jobs, pay taxes, and
set high standards
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Wolters Kluwer 2022 Annual Report 11
We aim to create long-term value for all stakeholders including society, by using resources thoughtfully and efficiently, respecting our
company values, and focusing our efforts on actions that support our purpose and our strategy.
OUR RESOURCES
HUMAN TALENT
• Efforts and skills of
20,500 employees
FINANCIAL CAPITAL
• €2.3bn equity
• €3.6bn gross debt
TECHNOLOGY &
INTELLECTUAL
PROPERTY
• Global brand
• Software and
content IP
SUPPLIERS &
PARTNERS
• Actively selected and
managed suppliers
NATURAL
RESOURCES
• Energy and water
consumption along
our value chain
THE WAY WE DO BUSINESS
Focus on customer success Make it better Aim high and deliver Win as a team
Accelerate
Expert Solutions
Expand
Our Reach
Evolve
Core Capabilities
• Strong customer retention
• Sustained investment
in innovation
• Disciplined capital allocation
• Talented, engaged, and
diverse employees
• Respect for society
and environment
• Strong brands • Agile and secure operations
• Good governance
OUR IMPACT
CUSTOMERS
• €5.5bn revenues
in professional
information, software
solutions, and services
• Enabling efficient,
effective, and accurate
decision-making
• 80% recurring
revenues
EMPLOYEES
• €2.3bn in personnel
salaries, wages, and
other benefits
• Developing skills,
talent, and careers
• Promoting diversity,
equity, inclusion,
and belonging
SUPPLIERS &
PARTNERS
• €2.2bn third-party
spend on content,
goods, and services
• High standards
INVESTORS
• Total shareholder
return of (4)% in 2022
• €45m net interest
paid to financial
credit institutions
SOCIETY
• €289m income
tax paid
• Community efforts
• Our products help
protect people’s
health and prosperity,
and contribute to a
safe and just society
UN Sustainable Development Goals
Value creation model
Elevate Our
Value
12 Wolters Kluwer 2022 Annual Report
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Strategic Report | Governance | Financial Statements
Wolters Kluwer is organized around four customer-
facing divisions supported by three centralized teams
and a corporate office.
Operating costs and FTEs of Global Growth Markets, Digital eXperience Group, and Global Business
Services are allocated to the customer-facing divisions.
Organizational structure
and executive team
EXECUTIVE BOARD & CORPORATE OFFICE
HEALTH
• Clinical Solutions
• Health Learning,
Research & Practice
TAX & ACCOUNTING
• Corporate
Performance
• Professional Tax
& Accounting
GOVERNANCE, RISK
& COMPLIANCE
• Legal Services
• Financial Services
LEGAL &
REGULATORY
• EHS/ORM &
Legal Software
• Legal Information
Solutions
€1.5bn
revenues 2022
€1.8bn
revenues 2022
€1.3bn
revenues 2022
€0.9bn
revenues 2022
GLOBAL GROWTH MARKETS DIGITAL EXPERIENCE GROUP GLOBAL BUSINESS SERVICES
• China, India, and Brazil
• Global expert solutions
• Local market knowledge
• Innovation and product development
• Development centers of excellence
• Technology asset management
• Technology infrastructure
• Operational excellence programs
• Procurement and shared services
180+
FTEs
1,600+
FTEs
1,200+
FTEs
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Wolters Kluwer 2022 Annual Report 13
HEALTH
Stacey Caywood CEO
We provide trusted clinical
technology and evidence-based
solutions that engage clinicians,
patients, researchers, students, and
the next generation of healthcare
providers. With a focus on clinical
effectiveness, research and
learning, clinical surveillance
and compliance, as well as data
solutions, our proven solutions
drive effective decision-making
and consistent outcomes across
the continuum of care.
Customers span a broad scope
of hospitals and healthcare
organizations, individual students
and clinicians, nursing and medical
schools and libraries, payers,
life sciences, and retail pharmacies.
Portfolio includes AudioDigest,
Emmi, Health Language, Lexicomp,
Lippincott, Medi-Span, Ovid,
POC Advisor, Sentri7, Simplifi
797, SoleSource, UpToDate, and
UpToDate Advanced.
GLOBAL GROWTH MARKETS
Cathy Wolfe President & CEO
Global Growth Markets (GGM) is
responsible for developing the
company’s strategic presence
in fast-growing geographies,
particularly China, India, and
Brazil. GGM’s mission is to apply
local market knowledge to
service professionals with global
and local expert solutions.
TAX & ACCOUNTING
Karen Abramson CEO
We enable professionals in tax
and accounting firms, governing
authorities, and businesses of all
sizes to grow, manage, and protect
their business and their clients’
businesses. Our expert solutions
integrate deep domain knowledge
and advanced technology with
workflows to ensure compliance,
improved productivity, effective
management, and strengthened
client relationships.
Customers include accounting
firms, corporate finance, tax and
auditing departments, government
agencies, libraries, and universities.
Portfolio includes A3 Software,
ADDISON, ATX, CCH, CCH
AnswerConnect, CCH Axcess, CCH
Axcess iQ, CCH Axcess Validate,
CCH Axcess Workflow, CCH iFirm,
CCH Integrator, CCH OneClick, CCH
PinPoint, CCH ProSystem fx, CCH
Tagetik, Genya, PFX Engagement,
TeamMate, and Twinfield.
DIGITAL EXPERIENCE GROUP
Dennis Cahill CTO
The Digital eXperience Group (DXG)
creates state-of-the-art digital
and software solutions in close
collaboration with our business
units around the world. The DXG
mission is to accelerate innovation
and leverage our technology
investments. The group drives
innovation through three centers
of excellence, which focus on
user and customer experience,
artificial intelligence, and advanced
platform services.
GOVERNANCE, RISK
&COMPLIANCE
Richard Flynn CEO
We provide banking and legal
professionals with solutions to
ensure compliance with ever-
changing global regulatory and
legal obligations, manage risk,
increase efficiency, and produce
better business outcomes. Our
portfolio offers technology-enabled
expert services and solutions
focused on banking regulatory
and product compliance, legal
entity compliance, and legal
operations management.
Customers include corporations,
small businesses, law firms,
corporate legal departments,
compliance and risk professionals,
banks, non-bank lenders, credit
unions, insurers, and securities
firms.
Portfolio includes BizFilings,
CASH Suite, ComplianceOne, CT
Corporation, eOriginal, Expere,
GainsKeeper, LegalVIEW BillAnalyzer,
Lien Solutions, OneSumX, Passport,
TSoftPlus, and TyMetrix 360°.
GLOBAL BUSINESS SERVICES
Andres Sadler CEO
Global Business Services (GBS)
is responsible for driving and
enhancing the quality, performance,
and transformation of 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
across technology, accounting,
strategic sourcing, procurement,
operational excellence,
collaboration services, analytics,
and events.
LEGAL & REGULATORY
Martin O’Malley CEO
We enable legal and compliance
professionals and environmental,
health and safety, and operational
risk managers to improve
productivity and performance,
mitigate risk, and solve complex
problems with confidence. With
expert information, enriched with
advanced technologies, we help
professionals thrive in the complex
and changing areas of legal and
regulatory compliance.
Customers include law firms,
corporate legal departments,
corporations, environmental and
health and safety professionals,
operational risk managers,
universities, and government
agencies.
Portfolio includes CaseWorx, CGE,
Enablon, InView, Iter, Jogtár, Jura,
Kleos, Legal Intelligence, Legal
Monitoring, Legisway, LEX, Navigator,
NotaioNext, ONE, Progman,
RBSource, Schulinck, Simpledo,
VitalLaw, and Wolters Kluwer Online.
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
INNOVATIVE SOLUTIONS FOR
BETTER HEALTH OUTCOMES
Supporting
professionals
across the
healthcare
ecosystem
with leading
technology to
provide the best
evidence-based
patient care.
14 Wolters Kluwer 2022 Annual Report
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Strategic Report | Governance | Financial Statements
Health
27%
of group revenues
Our mission is to advance
the best care everywhere
through trusted clinical
technology and evidence-
based medicine.
Stacey Caywood
CEO Health
MARKET TRENDS
BUSINESS OVERVIEW
Wolters Kluwer Health provides trusted
clinical technology and evidence-based
solutions that drive effective decision-
making and improved outcomes
across healthcare.
We support millions of clinicians,
researchers, and students around
the world.
Our Clinical Solutions help physicians
and other healthcare practitioners
improve patient outcomes and safety,
reduce clinical variation in care, reduce
healthcare costs, manage population
health, optimize clinical workflows,
facilitate telehealth and virtual care,
advance health equity, and drive
value-based care.
Our Health Learning, Research & Practice
business supports the advancement of
clinical knowledge and the discovery of
new drugs and medical treatments. Our
learning solutions help educate millions
of doctors, nurses, and other healthcare
professionals around the world each year.
Growth of virtual care
andtelemedicine
Demand for solutions
toalleviate pressure
onhospitals and staff
Medical institutions continue
to seek cost savings
Demand for practice-ready
nurses, physicians, and other
health professionals
Continued growth in open
access medical research
Shift to consumer-centric
care
CUSTOMER CASE: MEMORIAL
HOSPITAL IMPROVES OUTCOMES
WITH EMMI
Memorial Hospital at Gulfport, a 328-bed
acute care hospital in Mississippi, uses
Emmi solutions, digital health technology
developed by Wolters Kluwer, as their
patient engagement platform.
Using EmmiJourneys, Memorial Gulfport
saw patients take a more active role in
their care. The program helped reduce
unnecessary emergency department
visits by 26%, which in turn reduced
costs by about $89,000 over 1,000
patient discharges. Additionally, 30-day
readmission rates dropped between
27% and 65%, depending on patient
engagement with prescribed programs.
Chris Belmont, Vice President and CIO
at Memorial Gulfport, said, “This was so
much more effective than anything we’d
done before in getting patients to follow
their care plan.”
15Wolters Kluwer 2022 Annual Report
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SELECTED AWARDS 2022
• Sentri7 named Best in KLAS for
infection control and monitoring
• Health Learning, Research &
Practice earns 11th annual
NorthFace ScoreBoard CX award for
customer care excellence
16 Wolters Kluwer 2022 Annual Report
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Strategic Report | Governance | Financial Statements
REVIEW OF 2022 PERFORMANCE
• Clinical Solutions grew 7% organically,
driven by UpToDate, drug information,
and patient engagement.
• Learning, Research & Practice grew
3% organically against a challenging
comparable.
• Margin increase reflects the continued
shift towards Clinical Solutions and a
favorable currency mix.
Wolters Kluwer Health revenues increased
5% in constant currencies and 5%
organically (2021: 7%). Adjusted operating
profit increased 6% in constant currencies
and 6% on an organic basis, mainly
reflecting operational gearing, the mix
shift towards Clinical Solutions, and a
favorable currency mix. Operating profit
increased 25%, reflecting the increase in
adjusted operating profit and reduced
impairments on the acquired identifiable
intangible assets of Learner’s Digest.
Clinical Solutions (55% of divisional
revenues) delivered 7% organic revenue
growth (2021: 8%), slowing modestly
compared to 2021. In clinical decision
support, UpToDate achieved high single-
digit organic growth supported by strong
renewals and new customer wins. Drug
information (Lexicomp, Medi-Span)
delivered good organic growth in line
with historical trend. Emmi, our patient
engagement solution, delivered high
single-digit organic revenue growth
driven by strong renewals and upselling.
Revenues in clinical surveillance and
compliance and medical terminology
solutions remained soft on an underlying
basis.
Health Learning, Research & Practice
(45% of divisional revenues) posted
3% organic growth (2021: 6%) against
a challenging comparable created by
the ASCO journal publishing contract
implemented in early 2021. In medical
research, the Ovid platform delivered
solid organic growth driven by
subscription renewals. Print journal
subscription revenues were stable on
an organic basis, while print and digital
journal advertising revenues declined. Our
open access offering was expanded with
the acquisition of IJS Publishing Group on
September 30, 2022.
In nursing education and practice, our
digital products, including Lippincott
CoursePoint+, delivered 6% organic
growth. In early 2023, our nursing
education business extended its test
preparation business with the acquisition
of NurseTim. Print book revenues
increased 16% organically (2021: 4%
increase), driven by distributor ordering
patterns and lower book returns.
Continuing medical education revenues
declined.
Our customers
Hospitals, clinics, and other healthcare
providers, individual clinicians and
students, nursing and medical schools
and libraries, retail pharmacies, payers,
digital health technologies, and life
sciences organizations.
Top products
Clinical Solutions: UpToDate, Lexicomp,
Medi-Span, Emmi, Sentri7, Simplifi 797, and
Health Language
Health Learning, Research & Practice:
Ovid, Lippincott books and journals,
Lippincott digital nursing solutions, and
Audio Digest
Complete list of Health solutions
https://www.wolterskluwer.com/en/
health/our-solutions
Health continued
2022 Revenues by segment
Clinical Solutions 53%
Health Learning,
Research & Practice 47%
2022 Revenues by geographic market
North America 75%
Asia Pacific & ROW 16%
Europe 9%
2022 Revenues by type
Recurring 90%
Other non-recurring 6%
Print books 4%
2022 Revenues by media format
Software 3%
Print 12%
Digital information 85%
Health – Year ended December 31
€ million, unless
otherwisestated 2022 2021 ∆ ∆ CC ∆ OG
Revenues 1,448 1,234 +17% +5% +5%
Adjusted operating profit 434 360 +20% +6% +6%
Adjusted operating
profitmargin 29.9% 29.2%
Operating profit 376 302 +25%
Net capital expenditure 42 33
Ultimo FTEs 3,116 2,913
∆: % Change; ∆ CC: % Change in constant currencies (€/$ 1.18); ∆ OG: % Organic growth.
ORGANIC GROWTH
5%
RECURRING
90%
recurring revenues as % of division total
DIGITAL
88%
digital revenues as % of division total
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Wolters Kluwer 2022 Annual Report 17
EXPERT SOLUTIONS
TOOPTIMIZETAX AND
ACCOUNTING PROCESSES
Software
delivering deep
domain knowledge
and workflow
automation
to ensure
compliance,
improve
productivity, and
strengthen client
relationships.
18 Wolters Kluwer 2022 Annual Report
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Strategic Report | Governance | Financial Statements
Tax &
Accounting
32%
of group revenues
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CUSTOMER CASE: ALCATEL-LUCENT
ENTERPRISE DEPLOYS CCH TAGETIK
Alcatel-Lucent Enterprise, a leading
provider of business communications
solutions and services, uses the
CCH Tagetik corporate performance
management solution for close and
consolidation, budgeting and planning as
well as reporting on the cloud.
CCH Tagetik streamlines financial
processes, improves data reliability, and
accelerates reporting. Alcatel-Lucent
Enterprise now has a unified view of
financial and operational data in a
single, reliable source of information on
the cloud, with a significant €500,000
reduction in operating costs.
“With CCH Tagetik, we can set up our
monthly reporting in 3 days instead of 8,
and we have gained a week on the time
needed to standardize all of our reports.
Moreover, this solution in the cloud saves
us more than 2 months in closing our
annual accounts” said Bernd Stangl –
Chief Financial Officer at Alcatel-Lucent
Enterprise.
Investment in product
development and the
journey to the cloud have
helped drive accelerated
organic growth for
the division.
Karen Abramson
CEO Tax & Accounting
MARKET TRENDS
BUSINESS OVERVIEW
Wolters Kluwer Tax & Accounting enables
professionals in tax and accounting
firms, governing authorities, and
businesses of all sizes to grow, manage,
and protect their business and their
clients’ businesses. Our expert solutions
support the digitization of workflows and
enable collaboration, ultimately driving
efficiencies and better results.
Corporate Performance serves the
corporate office of the CFO with software
solutions and services to streamline
finance workflows, from consolidation
and close, to budgeting and forecasting,
to planning, reporting, and analytics.
In our Professional Tax & Accounting
businesses around the world, we serve tax
and accounting firms with cloud-based
and on-premise software suites, research
solutions, and professional services to
support professional workflows, including
compliance, audit, and firm management.
Our customers also include government
agencies and academia.
Ongoing regulatory intensity
and complexity
Cloud-based solutions
starting to mature
Demand for connectivity
andinteroperability
Continued demand for
digitization and automation
ofworkflows
Increased adoption of
advanced technologies
Emerging opportunity
toleverage Web 3.0
19Wolters Kluwer 2022 Annual Report
SELECTED AWARDS 2022
• CCH Axcess Validate recognized as
2022 Top New Product in the Audit
tools category by Accounting Today
• CCH Axcess Financial Prep named a
winner in BIG Artificial Intelligence
Awards 2022
20 Wolters Kluwer 2022 Annual Report
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Strategic Report | Governance | Financial Statements
REVIEW OF 2022 PERFORMANCE
• Corporate Performance grew 15%
organically, led by CCH Tagetik up 19%.
• Professional Tax & Accounting grew
8% organically, with all main regions
performing well.
• Margin increase reflects operational
gearing and favorable currency mix.
Wolters Kluwer Tax & Accounting revenues
increased 9% in constant currencies. The
net effect of divestments and acquisitions
was negligible. Organic revenue growth
was 9%, an acceleration on the prior
year (2021: 6%). Adjusted operating profit
rose 11% in constant currencies, driven
by operational gearing and favorable
currency mix. Operating profit increased
35%, reflecting the increase in adjusted
operating profit and the absence of last
year’s loss on the ProSoft transaction.
Corporate Performance (16% of divisional
revenues) grew 15% organically
(2021: 14%). CCH Tagetik, our global
corporate performance management
platform, grew 19% organically, driven
by subscription revenues for its cloud
solution and non-recurring revenues from
implementation services and on-premise
software sales. CCH Tagetik, Vanguard, and
our U.S. Corporate Tax unit have now been
fully integrated bringing greater scale to
our North American position.
North America Professional Tax &
Accounting (52% of divisional revenues)
recorded organic growth of 9%
(2021: 5%) driven by both recurring and
non-recurring revenue streams. CCH
Axcess, our cloud-based platform for U.S.
professional firms, delivered double-digit
organic growth driven by renewals, new
sales, and strong uptake of its Document,
Practice, Workstream, and Engagement
modules. The year also benefitted from
a surge in demand for outsourced
professional services and stronger than
expected filing fees in the first half of the
year. Our U.S. publishing units saw muted
growth as both print books and print
subscription revenues declined in the full
year. TeamMate delivered steady mid-
single-digit organic growth.
Europe Professional Tax & Accounting
(27% of divisional revenues) achieved 6%
organic growth (2021: 5%) supported by
robust growth in recurring cloud-based
software subscriptions and software
maintenance. All seven countries
delivered good organic growth. The
European business continues to expand
its cloud and hybrid-cloud solutions.
Asia Pacific and Rest of World
Professional Tax & Accounting (5% of
divisional revenues) revenues grew 6%
organically (2021: 3%) as modest organic
growth in Australia was lifted by double-
digit growth in China.
Our customers
Accounting firms, corporate finance, tax
and auditing departments, government
agencies, libraries, and universities.
Top products
Corporate Performance:
CCH Tagetik and TeamMate
Professional Tax & Accounting:
North America: CCH Axcess,
CCH ProSystem fx, CCH Axcess
Engagement, CCH Axcess
Workflow, CCH AnswerConnect, and
CCH Axcess Validate
Europe and ROW:
A3 Software, ADDISON, CCH iFirm, CCH
Integrator, CCH OneClick, CCH PinPoint,
Genya, and Twinfield
Complete list of Tax & Accounting
solutions
www.wolterskluwer.com/en/tax-and-
accounting/our-solutions
Tax & Accounting
continued
Tax & Accounting – Year ended December 31
€ million, unless
otherwisestated 2022 2021 Δ Δ CC Δ OG
Revenues 1,758 1,510 +16% +9% +9%
Adjusted operating profit 513 430 +20% +11% +11%
Adjusted operating
profitmargin 29.2% 28.4%
Operating profit 477 352 +35%
Net capital expenditure 98 72
Ultimo FTEs 8,040 7,416
Δ: % Change; Δ CC: % Change in constant currencies (€/$ 1.18); Δ OG: % Organic growth.
2022 Revenues by segment
Corporate Performance 16%
Europe Professional Tax & Accounting
27%
North America Professional
Tax & Accounting 52%
Asia Pacific & ROW Professional
Tax & Accounting 5%
2022 Revenues by geographic market
North America 56%
Asia Pacific & ROW 8%
Europe 36%
2022 Revenues by type
Recurring 87%
Other non-recurring 12%
Print books 1%
2022 Revenues by media format
Software 79%
Print 2%
Digital information 19%
ORGANIC GROWTH
9%
RECURRING
87%
recurring revenues as % of division total
SOFTWARE
79%
software revenues as % of division total
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Wolters Kluwer 2022 Annual Report 21
TECHNOLOGY-ENABLED
SERVICES AND SOLUTIONS
Expert services
and solutions
for legal entity
compliance,
legal operations
management,
banking product
compliance,
and banking
regulatory
reporting.
22 Wolters Kluwer 2022 Annual Report
Strategic Report | Governance | Financial Statements
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Governance,
Risk &
Compliance
We have an unwavering
commitment to helping
our clients enhance
compliance and improve
performance.
Richard Flynn,
CEO Governance,
Risk & Compliance
BUSINESS OVERVIEW
Wolters Kluwer Governance, Risk &
Compliance provides banking and
legal professionals with solutions to
ensure compliance with ever-changing
global regulatory and legal obligations,
increase efficiency, and produce better
business outcomes.
The division offers technology-enabled
expert services and solutions focused
on legal entity compliance, legal
operations management, banking
product compliance, and banking
regulatory compliance.
In Legal Services, we provide corporations,
small businesses, law firms, and corporate
legal departments with registered agent,
business licenses and other corporate
services, along with spend and matter
management software and related
services.
In Financial Services, we support banks,
non-bank lenders, credit unions, insurers,
and securities firms with end-to-end
lending compliance solutions, lien
solutions, and global regulatory and risk
reporting solutions.
Increasing regulatory
complexity forbanks
andcorporations
Rising emphasis on
compliance expertise
andcapabilities
Accelerating digital adoption
trends across banking and
legal workflows
Growing appetite for cloud-
based, integrated solutions
Ongoing imperative for
operating efficiency
CUSTOMER CASE: ENHANCING LEGAL
OPERATIONS AT PNC
PNC Financial Services Group, a long-time
user of Wolters Kluwer’s TyMetrix 360˚
legal spend and matter platform, was
able to achieve savings and enhanced
insights for its legal operations by
deploying our innovative LegalVIEW
BillAnalyzer solution. This solution
combines patented AI technology with
legal and data experts to automate
and streamline the legal invoice review
process. The solution’s AI engine is
trained on a data warehouse of over
$155 billion in anonymized legal spend
data, empowering legal experts by
automatically identifying possible non-
compliance with billing guidelines.
The solution allowed PNC to achieve
immediate savings in its legal operations,
while gaining insights such as invoice
cycle times and adjustments by law firm.
PNC experts commented that LegalVIEW
BillAnalyzer has also enabled them to
“maintain clear, easy-to-read reporting
to our key stakeholders to communicate
program benefits, outcomes, and greatest
points of success.”
MARKET TRENDS
24%
of group revenues
23Wolters Kluwer 2022 Annual Report
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SELECTED AWARDS 2022
• CT Corporation UCC Hub named
2022 Legal Technology Innovation
of the Year by Finance Monthly
• Expere named Gold Award winner
for Information Technology
(Software) Innovation in the Golden
Bridge Awards
24 Wolters Kluwer 2022 Annual Report
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Strategic Report | Governance | Financial Statements
REVIEW OF 2022 PERFORMANCE
• Governance, Risk & Compliance grew
4% organically, supported by recurring
subscriptions.
• Transactional revenue was flat
organically, with mixed trends.
• Margin increase mainly reflects
operational gearing and favorable
currency mix.
Governance, Risk & Compliance revenues
increased 5% in constant currencies,
including the effect of the acquisitions
of LicenseLogix on October 29, 2021 and
International Document Services (IDS) on
April 8, 2022. Organic growth was 4%
(2021: 6%). The adjusted operating profit
margin increased by 50 basis points,
driven by operational gearing and
underlying savings. Operating profit rose
24%, largely reflecting the increase in
adjusted operating profit and the absence
of last year’s impairment of acquired
intangible assets.
Legal Services (56% of divisional
revenues) delivered 3% organic growth
against a challenging comparable in the
prior year (2021: 12%). Recurring revenues
sustained robust organic growth, while
Legal Services transactional revenues
declined 1% compared to a double-digit
increase in the prior year (2021: 21%). CT
Corporation recorded low single-digit
organic growth, compared to double-digit
organic growth the prior year. Enterprise
Legal Management (ELM), which provides
spend and matter management software,
delivered solid organic growth driven by
transactional volumes.
Financial Services (44% of divisional
revenues) achieved 6% organic growth
(2021: decline of 1%), driven by recurring
revenues up 7%. Compliance Solutions,
which includes our banking compliance
software, content, and lien solutions
businesses, posted 6% organic growth.
Our banking compliance software and
content business (including Expere,
eOriginal, IDS, and other solutions)
performed well, with growth in recurring
subscription and maintenance revenues
more than offsetting the absence of PPP
fees and a sharp decline in U.S. mortgage-
related volumes. The lien solutions
business posted 14% organic revenue
growth driven by higher U.S. commercial
lending volumes and continued growth in
our motor vehicle title perfection solution.
Finance, Risk & Reporting, which serves
banks globally with regulatory reporting
solutions, delivered 4% organic growth
(2021: 1%), as good growth in Asia Pacific
and Europe outweighted the impact
of suspending business in Russia and
Belarus.
Our customers
Corporations, small businesses, law firms,
corporate legal departments, banks,
non-bank lenders, credit unions, insurers,
and securities firms.
Top products
Legal Services: CT Corporation, Passport,
TyMetrix 360°, and LegalVIEW BillAnalyzer
Financial Services: OneSumX,
ComplianceOne, Expere, eOriginal,
GainsKeeper, and Lien Solutions
Complete list of Solutions
www.wolterskluwer.com/en/compliance/
our-solutions
www.wolterskluwer.com/en/finance
/our-solutions
Governance, Risk &
Compliance continued
Governance, Risk & Compliance – Year ended December 31
€ million, unless
otherwisestated 2022 2021 ∆ ∆ CC ∆ OG
Revenues 1,333 1,139 +17% +5% +4%
Adjusted operating profit 418 351 +19% +6% +6%
Adjusted operating
profitmargin 31.3% 30.8%
Operating profit 374 301 +24%
Net capital expenditure 101 82
Ultimo FTEs 4,982 4,736
∆: % Change; ∆ CC: % Change in constant currencies (€/$ 1.18); ∆ OG: % Organic growth.
2022 Revenues by segment
Legal Services 56%
Financial Services 44%
2022 Revenues by geographic market
North America 89%
Asia Pacific & ROW 2%
Europe 9%
2022 Revenues by type
Recurring 59%
FS transactional 10%
LS transactional 23%
Other non-recurring 8%
2022 Revenues by media format
Software 55%
Print 0%
Digital information 45%
ORGANIC GROWTH
4%
RECURRING
59%
recurring revenues as % of division total
NORTH AMERICA
89%
North America revenues as %
of division total
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Wolters Kluwer 2022 Annual Report 25
LEGAL AND REGULATORY
INSIGHTS AND SOLUTIONS
Actionable insights
and integrated
workflow solutions
that support
decision-making
and streamline
compliance.
26 Wolters Kluwer 2022 Annual Report
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Strategic Report | Governance | Financial Statements
Legal &
Regulatory
[x]%
of revenue
AI will create the
greatest value for legal
professionals when it is
fully embedded in tools
and processes.
Martin O’Malley
CEO Legal & Regulatory
BUSINESS OVERVIEW
Wolters Kluwer Legal & Regulatory
enables legal and compliance
professionals, as well as environmental,
health and safety, and operational risk
managers to improve productivity and
performance, mitigate risk, and solve
complex problems with confidence.
Our legal information solutions support
professionals at law firms, in corporate
legal departments, and in governments
with trusted information, insights, and
analytics to enhance their legal research
and decision-making.
Our legal practice management software
enables law firms and corporations to
streamline their legal workflow processes,
from document management to time
keeping and billing.
In environmental, health and safety,
and operational risk management, we
provide an integrated, mobile-enabled
software platform for large, global
corporations. This platform helps them
manage risks across the enterprise,
comply with regulations, drive operational
performance, and streamline data
collection, verification, and reporting.
Increasing legal and
regulatory complexity
Customers increasingly
adopt technology to
enhanceproductivity
Traditional law firms facing
newcompetitors
EHS/ORM tools evolving into
integrated risk platforms
Escalating need for
ESGguidance and
reportingsolutions
Increasing demand for
connected ecosystems
CUSTOMER CASE: GNT GROUP
REDUCES RISK WITHLEGISWAY
GNT Group, a family-owned global
market leader specialized in natural
food ingredients, was able to reduce risk
and organize its in-house legal activities
with the help of Wolters Kluwer’s legal
practice management software, Legisway.
After a period of rapid growth, the
pioneering company decided to appoint
its first in-house legal counsel who
quickly implemented Legisway in order
to organize legal contracts and other
important documents and better manage
legal processes.
“Legisway has helped us formalize
contracts, create NDAs, and keep track
of our obligations, effectively reducing
our risk,” said Koen van Holten, General
Counsel of GNT Group.
Legisway combines legal and
software expertise to empower legal
professionals to boost efficiency,
increase collaboration, and enable
business growth.
MARKET TRENDS
17%
of group revenues
27Wolters Kluwer 2022 Annual Report
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SELECTED AWARDS 2022
• Enablon Vision platform wins
Environment + Energy Leader
Product of the Year award
• Kluwer Arbitration wins CODiE
Award for Best Legal Solution
28 Wolters Kluwer 2022 Annual Report
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Strategic Report | Governance | Financial Statements
REVIEW OF 2022 PERFORMANCE
• Legal & Regulatory grew 5% organically,
led by EHS/ORM & Legal Software up 16%
organically.
• Information Solutions recorded 3%
organic growth, with digital revenues up
6% organically.
• Margin decline mainly reflects the impact
of one-time items related to pension.
Legal & Regulatory revenues increased
1% in constant currencies, reflecting
the disposal of our U.S. legal education
business on December 1, 2021, and the
initial impact of the sale of our French
and Spanish publishing assets on
November 30, 2022. On an organic basis,
revenues grew 5% (2021: 3%) and adjusted
operating profit increased 13%, as the
impact of one-time pension-related items
was more than offset by operational
leverage and underlying cost savings.
Operating profit increased 49%, reflecting
a €79 million net disposal gain on the
2022 divestment.
EHS/ORM & Legal Software (21% of
divisional revenues), grew 16% organically
(2021: 8%). Enablon, which provides an
integrated environmental, health and
safety, and operational risk management
platform for corporations, sustained
double-digit organic growth in cloud-
based recurring revenues alongside
an increase in non-recurring software
license and implementation fees. Our
Legal Software solutions, mainly Kleos
and Legisway, also delivered double-
digit organic growth driven by strong
performance in Germany and France. The
Legal Software activities were expanded
with the acquisitions of Level Programs on
June 28, 2022 and Della AI on
December 30, 2022.
Legal & Regulatory Information
Solutions (79% of divisional revenues)
delivered 3% organic growth (2021: 2%).
Due to the disposals mentioned above,
total revenues declined 3% in constant
currencies. Organic growth was driven
by 6% organic growth in digital product
revenues, now over 75% of the unit’s
revenues. Print revenues, 22% of the unit’s
revenue, declined 8% organically.
Our customers
Legal and compliance professionals
in law firms, corporations, universities,
and government agencies, EHS/ORM,
and ESG professionals in corporations.
Top products
EHS/ORM: Enablon
Legal Software: Kleos and Legisway
Legal & Regulatory Information
Solutions: VitalLaw, RBSource, LEX,
ONE, Navigator, Schulinck, Jura, Legal
Intelligence, and Jogtár
Complete list of Legal & Regulatory
solutions
www.wolterskluwer.com/en-gb/legal/
our-solutions
Legal & Regulatory
continued
Legal & Regulatory – Year ended December 31
€ million, unless
otherwisestated 2022 2021 ∆ ∆ CC ∆ OG
Revenues 914 888 +3% +1% +5%
Adjusted operating profit 123 121 +1% 0% +13%
Adjusted operating
profitmargin 13.4% 13.6%
Operating profit 170 114 +49%
Net capital expenditure 54 52
Ultimo FTEs 3,786 4,262
∆: % Change; ∆ CC: % Change in constant currencies (€/$ 1.18); ∆ OG: % Organic growth.
2022 Revenues by segment
EHS/ORM & Legal Software 21%
Legal & Regulatory Information
Solutions 79%
2022 Revenues by geographic market
North America 25%
Asia Pacific & ROW 2%
Europe 73%
2022 Revenues by type
Recurring 84%
Other non-recurring 11%
Print books 5%
2022 Revenues by media format
Software 24%
Print 17%
Digital information 59%
ORGANIC GROWTH
5%
RECURRING
84%
recurring revenues as % of division total
DIGITAL
83%
digital revenues as % of division total
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Wolters Kluwer 2022 Annual Report 29
More than 100% of
adjusted free cash flow was
returned to shareholders
by way of dividends and
share buybacks.
Kevin Entricken
CFO and member
of the Executive Board
30 Wolters Kluwer 2022 Annual Report
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Strategic Report | Governance | Financial Statements
This group financial
review provides a
summary of our
2022 results in IFRS
alongside a discussion
of adjusted figures which
give insight into our
underlying performance
excluding the effects of
currency and one-time
disposal gains.
REVENUES
Group revenues were €5,453 million, up
14% overall, benefitting from a stronger
U.S. dollar for most of the year. Excluding
the effect of exchange rate movements,
revenues increased 5% in constant
currencies. The effect of divestments
(almost entirely in Legal & Regulatory)
outweighed the effect of acquisitions.
Organic revenue growth was 6%
(2021: 6%).
Revenues from North America, 64% of
total group revenues, grew 6% organically
(2021: 7%). Revenues from Europe, 29% of
total revenues, also grew 6% organically
(2021: 4%). Revenues from Asia Pacific and
Rest of World, 7% of total revenues, grew
10% organically (2021: 3%).
Total recurring revenues, which include
subscriptions and other renewing revenue
streams, accounted for 80% of total
revenues in 2022 (2021: 80%) and grew 7%
organically (2021: 6%). Digital and services
subscriptions grew 8% organically
(2021: 7%) while print subscriptions
declined 4% organically (2021: 10%
decline).
Among non-recurring revenue streams,
Legal Services (LS) transactional revenues
declined 1% on an organic basis
(2021: 21% organic growth) while Financial
Services (FS) transactional revenues
increased 2% (2021: 11% decline). Print
books posted 1% organic decline
(2021: 1% organic growth) with mixed
trends by division. Other non-recurring
revenues, which comprise on-premise
software license fees, software-related
services, professional services, and other
non-recurring revenues, increased 7%
organically (2021: 4% growth), mainly
driven by on-premise licenses and
professional services fees.
Group financial review
HIGHLIGHTS
• Revenues up 5% in constant
currencies and up 6% organically
• Recurring revenues up 7% organically
(80% of total revenues); non-
recurring up 3% organically
• Digital & services revenues up 7%
organically (93% of total revenues)
• Expert solutions revenues up 9%
organically (56% of total revenues)
• Operating profit up 32%, including
favorable currency impact
• Adjusted operating profit up 7%
in constant currencies
• Adjusted operating profit margin up
80 basis points to 26.1%
• Margin benefitted from operational
gearing and favorable currency mix
• Profit for the year up 41%, reflecting
higher operating profit and lower
effective tax rate
• Diluted adjusted EPS €4.14, up 8%
in constant currencies
• Adjusted free cash flow €1,220 million,
up 7% in constant currencies
• Balance sheet remains strong: net-
debt-to-EBITDA 1.3x
• ROIC improved to 15.5%
Key figures
€ million, unless otherwise stated 2022 2021 ∆ ∆ CC ∆ OG
Revenues 5,453 4,771 +14%
Operating profit 1,333 1,012 +32%
Profit for the year 1,027 728 +41%
Diluted EPS (€) 4.01 2.78 +44%
Net cash from operating activities 1,582 1,292 +22%
Business performance – benchmark figures
Revenues 5,453 4,771 +14% +5% +6%
Adjusted operating profit 1,424 1,205 +18% +7% +8%
Adjusted operating profit margin 26.1% 25.3%
Adjusted net profit 1,059 885 +20% +6%
Diluted adjusted EPS (€) 4.14 3.38 +22% +8%
Adjusted free cash flow 1,220 1,010 +21% +7%
Return on invested capital (ROIC) 15.5% 13.7%
Net debt 2,253 2,131 +6%
∆: % Change; ∆ CC: % Change in constant currencies (€/$ 1.18); ∆ OG: % Organic growth. Benchmark figures are performance measures used by management.
SeeNote 4 – Benchmark Figures fora reconciliation from IFRS to benchmark figures.
€ million %
Revenues 2021 4,771
Organic change 292 6
Acquisitions 15 0
Divestments (44) (1)
Currency impact 419 9
Revenues 2022 5,453 14
Wolters Kluwer 2022 Annual Report 31
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OPERATING PROFIT
Adjusted operating profit was
€1,424 million (2021: €1,205 million), up 7%
in constant currencies. The related margin
increased 80 basis points to 26.1%
(2021: 25.3%), reflecting a favorable
currency mix (40 basis points), operational
gearing, and the ongoing gradual shift in
business mix. These factors more than
offset an increase in operating costs,
including higher product development
expenses. Total product development
spending, including capitalized
expenditures, increased to 11% of total
revenues (2021: 10%).
Restructuring expenses, which are
included in adjusted operating profit,
were in line with the prior year
€6 million (2021: €6 million).
Operating profit increased 32% to
€1,333 million (2021: €1,012 million),
reflecting the increase in adjusted
operating profit and a €75 million
net disposal gain on the divestments
during the year (most notably the sale
of our French and Spanish publishing
assets), partly offset by a €20 million
impairment of certain Health assets.
32 Wolters Kluwer 2022 Annual Report
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Strategic Report | Governance | Financial Statements
Revenues by type
€ million, unless otherwise stated 2022 2021 ∆ ∆ CC ∆ OG
Digital and service subscription 3,950 3,397 +16% +7% +8%
Print subscription 157 157 0% -4% -4%
Other recurring 281 256 +10% -1% +2%
Total recurring revenues 4,388 3,810 +15% +6% +7%
Print books 129 146 -12% -17% -1%
LS transactional 299 266 +13% 0% -1%
FS transactional 134 109 +23% +9% +2%
Other non-recurring 503 440 +14% +8% +7%
Total non-recurring revenues 1,065 961 +11% +2% +3%
Total revenues 5,453 4,771 +14% +5% +6%
∆: % Change; ∆ CC: % Change in constant currencies (€/$ 1.18); ∆ OG: % Organic growth. LS = Legal Services; FS = Financial Services. Other non-recurring revenues
include software licenses, software implementation fees, professional services, and other non-subscription offerings.
DIVISIONAL PERFORMANCE
All four divisions delivered robust organic growth and good
adjusted operating profit margins.
Divisional summary
€ million, unless otherwise stated 2022 2021 ∆ ∆ CC ∆ OG
Revenues
Health 1,448 1,234 +17% +5% +5%
Tax & Accounting 1,758 1,510 +16% +9% +9%
Governance, Risk & Compliance 1,333 1,139 +17% +5% +4%
Legal & Regulatory 914 888 +3% +1% +5%
Total revenues 5,453 4,771 +14% +5% +6%
Adjusted operating profit
Health 434 360 +20% +6% +6%
Tax & Accounting 513 430 +20% +11% +11%
Governance, Risk & Compliance 418 351 +19% +6% +6%
Legal & Regulatory 123 121 +1% 0% +13%
Corporate (64) (57) +13% +10% +10%
Total adjusted operating profit 1,424 1,205 +18% +7% +8%
Adjusted operating profit margin
Health 29.9% 29.2%
Tax & Accounting 29.2% 28.4%
Governance, Risk & Compliance 31.3% 30.8%
Legal & Regulatory 13.4% 13.6%
Total adjusted operating profit margin 26.1% 25.3%
∆: % Change; ∆ CC: % Change in constant currencies (€/$ 1.18); ∆ OG: % Organic growth.
Group financial review
continued
← →
Wolters Kluwer 2022 Annual Report 33
CORPORATE EXPENSES
Net corporate expenses increased 10% in constant currencies
and 10% on an organic basis, due to increased personnel costs
and increased spending on third-party services relating to
various projects.
Corporate
€ million, unless otherwise stated 2022 2021 ∆ ∆ CC ∆ OG
Adjusted operating profit (64) (57) +13% +10% +10%
Operating profit (64) (57) +13%
Net capital expenditure 0 0
Ultimo FTEs 132 127
∆: % Change; ∆ CC: % Change in constant currencies (€/$ 1.18); ∆ OG: % Organic growth.
FINANCIAL POSITION
Balance sheet
Non-current assets, mainly consisting of goodwill and acquired
identifiable intangible assets, increased by €243 million to
€6,533 million in 2022, mainly due to continued investments
in software assets, acquisitions through business combinations,
and the positive effect of foreign exchange differences, being
higher than the amortization and impairment recognized during
the year.
Total equity decreased by €107 million to €2,310 million, mainly
due to the effects of share buybacks and dividend payments,
partly offset by the comprehensive income achieved for the year.
During the year, we repurchased 10.1 million shares for a total
consideration of €1 billion, including 0.7 million shares to offset
incentive share issuance (2021: 0.7 million).
In August 2022, we canceled 5.0 million of the shares held in
treasury (2021: 5.0 million shares canceled). As of December 31,
2022, we held 8.8 million shares in treasury. The total weighted-
average number of shares was 254.7 million in 2022
(2021: 260.4 million).
Balance sheet
€ million, unless otherwise stated 2022 2021 Variance
Non-current assets 6,533 6,290 243
Working capital (892) (318) (574)
Total equity 2,310 2,417 (107)
Net debt 2,253 2,131 122
Net-debt-to-EBITDA ratio 1.3 1.4 (0.1)
Net debt, leverage, and liquidity position
Net debt at December 31, 2022, was €2,253 million, compared to
€2,131 million on December 31, 2021. The net-debt-to-EBITDA ratio
was 1.3 (2021: 1.4).
In September 2022, we issued a new €500 million Eurobond with
a four-year term and a 3.0% annual coupon.
Effective July 2022, we agreed to the final one-year extension
of our €600 million multi-currency credit facility, such that the
facility will now mature in 2025. The facility is ESG-linked, with
pricing tied to four key ESG performance indicators. The facility is
currently fully undrawn.
Our liquidity position remained strong with net cash available of
€1,330 million as of December 31, 2022.
34 Wolters Kluwer 2022 Annual Report
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Strategic Report | Governance | Financial Statements
Working capital
Operating working capital amounted to €(1,331) million,
compared to €(1,121) million in 2021, a decrease of €210 million.
This decrease is largely due to the autonomous movements
in working capital. Non-operating working capital and assets/
liabilities classified as held for sale decreased to €(907) million,
compared to €(198) million in 2021, mainly due to the short-term
classification of bonds totaling €700 million.
OTHER DEVELOPMENTS
Financing results
Total financing results decreased to a net cost of €57 million
(2021: €84 million cost), mainly due to higher interest rates on
cash and cash equivalents. Included in total financing results
was a €5 million net foreign exchange loss (2021: €15 million
net foreign exchange loss) mainly related to the translation of
intercompany balances. Adjusted net financing costs decreased
to €56 million (2021:
€78 million).
Taxation
Profit before tax increased 37% to €1,276 million (2021:
€929 million). The effective tax rate decreased to 19.5% (2021:
21.6%). The 2022 gain on divestment was not taxable while the
prior period included a taxable disposal gain and a disposal-
related loss which was not tax-deductible.
Adjusted profit before tax was €1,368 million (2021: €1,128 million),
up 21% overall and up 8% in constant currencies. The benchmark
tax rate on adjusted profit before tax increased to 22.6% (2021:
21.5%) due to newly introduced restrictions on tax deductibility
of finance costs in the Netherlands, while 2021 included a one-
time benefit following the closure of tax audits.
Earnings per share
Total profit for the year increased 41% to €1,027 million (2021:
€728 million) and diluted earnings per share increased 44% to
€4.01 (2021: €2.78).
Adjusted net profit was €1,059 million (FY 2021: €885 million),
an increase of 20% overall and 6% in constant currencies.
Diluted adjusted EPS was €4.14 (2021: €3.38), up 8% in constant
currencies, reflecting the increase in adjusted net profit and a
2% reduction in the diluted weighted-average number of shares
outstanding to 255.8 million (2021: 261.8 million).
Return on invested capital (ROIC)
In 2022, the ROIC was 15.5% (2021: 13.7%), mainly due to a higher
adjusted operating profit, partly offset by a higher benchmark tax
rate.
Group financial review
continued
Working capital
€ million 2022 2021 Variance
Inventories 79 65 14
Current contract assets 153 138 15
Trade receivables 1,088 1,008 80
Current operating other receivables 244 366 (122)
Current deferred income (1,858) (1,709) (149)
Other contract liabilities (88) (80) (8)
Trade and other operating payables (949) (909) (40)
Operating working capital (1,331) (1,121) (210)
Cash and cash equivalents 1,346 1,001 345
Assets/liabilities classified as held for sale – 27 (27)
Non-operating working capital (907) (225) (682)
Total (892) (318) (574)
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Wolters Kluwer 2022 Annual Report 35
Net cash inflow before the effect of exchange differences
was €292 million (2021: net cash inflow of €554 million), due to
net cash from operating activities outweighing net cash used in
financing activities and investing activities.
Adjusted operating cash flow was €1,528 million (2021:
€1,348 million), up 2% in constant currencies. The cash
conversion ratio decreased to 107% (2021: 112%) due to higher net
capital expenditure compared to the prior year.
Net capital expenditures were €295 million (2021:
€239 million), an increase of 16% in constant currencies. Net
capital expenditures remained within our guided range at 5.4%
of group revenues (2021: 5.0%).
Cash payments related to leases, including lease interest paid,
increased to €81 million (2021: €77 million), but decreased in
constant currencies.
Net interest paid, excluding lease interest paid, was €45 million,
lower than in the prior period (2021: €57 million).
Corporate income tax paid increased to €289 million
(2021: €277 million), reflecting higher income before tax and the
newly introduced U.S. tax rules on the capitalization of research
& development expenses.
Net cash outflows related to restructuring were €12 million, lower
than in the prior year (2021: outflow of €33 million).
Consequently, adjusted free cash flow was €1,220 million
(2021: €1,010 million), up 7% in constant currencies.
Dividends paid to shareholders amounted to €424 million
(2021: €373 million), including the 2021 final dividend and the
2022 interim dividend. Cash spent on share buybacks was
€1 billion (2021: €410 million). As such, more than 100% of
adjusted free cash flow was returned to shareholders.
Acquisitions and divestments
Total acquisition spending, net of cash acquired and including
transaction costs, was €95 million (2021: €113 million), primarily
relating to the acquisition of IDS on April 8, 2022, by the
Governance Risk & Compliance division.
Total divestment proceeds amounted to €103 million, net of cash
divested and divestment-related costs, primarily relating to the
divestment of our French and Spanish publishing assets in the
Legal & Regulatory division.
Leverage and financial policy
Wolters Kluwer uses its cash flow to invest in the business
organically and through acquisitions, to maintain optimal
leverage, and provide returns to shareholders. We regularly
assess our financial position and evaluate the appropriate level
of debt in view of our expectations for cash flow, investment
plans, interest rates, and capital market conditions.
While we may temporarily deviate from our leverage target
at times, we continue to believe that, in the longer run, a net-
debt-to-EBITDA ratio of around 2.5 remains appropriate for
our business given the high proportion of recurring revenues
and resilient cash flow.
Cash flow
€ million, unless otherwise stated 2022 2021 Variance
Net cash from operating activities 1,582 1,292 290
Net cash used in investing activities (299) (287) (12)
Net cash used in financing activities (991) (451) (540)
Adjusted operating cash flow 1,528 1,348 180
Net capital expenditure (295) (239) (56)
Adjusted free cash flow 1,220 1,010 210
Diluted adjusted free cash flow per share (€) 4.77 3.87 0.90
Cash conversion ratio (%) 107 112
Our purpose is
to deliver deep
impact when it
matters most.
Our products and
services support
the knowledge,
decision-
making, and
effectiveness of
our professional
customers, protect
people’s health
and prosperity,
and contribute
to a safe and
just society.
36 Wolters Kluwer 2022 Annual Report
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Strategic Report | Governance | Financial Statements
Sustainability
SECTION OVERVIEW
SUSTAINABILITY
→ Our approach to sustainability
page 37
→ Sustainability strategy
page 38
→ Materiality
page 38
→ Customer focus and relationships
page 40
→ Product impact and innovation
page 40
→ Employee engagement and talent
management page 42
→ Diversity, equity, inclusion, and
belonging page 44
→ Cybersecurity and data privacy
page 47
→ Ethics, compliance, and governance
page 49
→ Responsible artificial intelligence
page50
→ Environmental responsibility
page 51
→ Social responsibility
page 56
→ Task Force on Climate-related Financial
Disclosures (TCFD)
page 59
→ Non-financial information statement
page 60
→ EU Taxonomy regulation disclosure
page61
SUSTAINABILITY RATINGS
← →
Wolters Kluwer 2022 Annual Report 37
In this chapter, we describe our approach and
performance with regard to key environmental,
social, and governance (ESG) matters.
OUR APPROACH TO SUSTAINABILITY
We have an ongoing commitment to
cultivate a creative work environment with
highly engaged employees, harnessing the
diversity of our communities, contributing
to society, and playing our part in
protecting the environment.
Sustainability is fundamental to how
we do business and how we respect
and create value for our stakeholders.
It has been ingrained in our processes,
policies, values, and company culture
for many years.
Advancing our ESG performance and
capabilities is a key element of our
corporate strategy, Elevate Our Value.
We focus on the areas that are the most
material to our stakeholders and our
business. We have goals for all material
ESG topics and have embedded specific
ESG targets into executive remuneration
and into our sustainability-linked
credit facility.
Our sustainable approach to creating
long-term value will enable us to deliver
positive outcomes for our stakeholders,
minimize negative impacts, contribute
to society, and respect the environment.
We are guided by international guidelines,
such as the Organisation for Economic
Co-operation and Development (OECD)
Guidelines for Multinational Enterprises,
the United Nations Guiding Principles
on Business and Human Rights (UNGPs),
and the principles of the United Nations
Global Compact (UNGC).
Our ESG data reporting
We aim to be clear and transparent in our
reporting. This annual report includes
information and data on material ESG
topics. We have consolidated all our
ESG disclosures into this document
and no longer publish a separate ESG
Data Overview.
We have reviewed the new EU Corporate
Sustainability Reporting Directive (CSRD),
which will become applicable as of
financial year 2024. In this annual report,
we have expanded our ESG disclosures in
an effort to start aligning with the CSRD.
In 2023, we will further enhance our
reporting manuals and design of controls
for the collection, processing, review, and
validation of ESG data, which will result
in improved data quality in the future.
For some datapoints, we used third
parties to administer surveys or conduct
assessments. For scope 1, 2, and 3 GHG
emissions, we used a third party to assist
us in applying a consistent methodology
that is aligned with current best practices
and recommendations of emerging
climate reporting standards. Our scope 1
and 2 emissions and water consumption
data are reported with a one-year lag to
ensure a higher data coverage ratio.
In 2023, we will continue to assess the
impact of CSRD on our organization, with
focus on scope 3.1 emissions, as these
contribute to the largest share of our GHG
emissions and the underlying calculations
are mostly based on industry average
emission factors. We will engage with our
suppliers to obtain more specific emission
data.
Given the status of our internal controls
for ESG data and the judgments and
estimates involved in providing this data,
the level of accuracy and completeness of
this data is less than that of our financial
information. Judgments and estimates
involved are described below each table
throughout this chapter.
Our ESG data reporting has been prepared
with reference to the Global Reporting
Initiative (GRI) and the Sustainability
Accounting Standards Board (SASB)
frameworks.
Our 2022 GRI, SASB, and UN Global
Compact disclosures are available at
www.wolterskluwer.com/en/investors/
financials/annual-reports
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38 Wolters Kluwer 2022 Annual Report
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Strategic Report | Governance | Financial Statements
SUSTAINABILITY STRATEGY
Our ENGAGE strategy encourages us to focus on six sustainability pillars, including
four of the most material topics as identified by stakeholders. Each of the pillars
includes a range of initiatives to drive improvement. During 2022, progress was
made across all pillars, as described in more detail in this chapter.
MATERIALITY
We undertake periodic materiality assessments to identify economic, environmental,
social, and governance matters that are linked to the interests of our stakeholders and
are relevant to the success of our business. We assess the level of importance of these
matters to our stakeholders and to Wolters Kluwer. This analysis helps us prioritize the
issues that matter most and ensure we remain focused on those that have the most
impact on our business and our stakeholder groups.
Issue identification
In 2020, we performed a comprehensive materiality assessment. The process, led by
a third party, started with research to identify 25 key topics, which were grouped into
four different categories: environmental, social, governance, and product. The research
included a review of market trends, peers and competitors, reporting frameworks,
and previous materiality analyses.
Stakeholder engagement, issue prioritization, and results
We took views on the materiality of these 25 topics from a broad group of internal
and external stakeholders, including customers, employees, senior executives, investors,
business partners, and suppliers, through interviews and surveys. Finally, the topics
were ranked based on the stakeholder feedback and the results were validated against
the company’s corporate risk assessment. The topics identified as most material are
shown in the upper right corner of the matrix diagram. This report focuses on the topics
deemed most material to our business: customer focus and relationships; product
impact and innovation; employee engagement and talent management; diversity,
equity, inclusion, and belonging; cybersecurity and data privacy; and ethics, compliance,
and governance.
Sustainability continued
Importance to stakeholders
Impact on business outcome
2
418
1
Low
Medium
High
17
12
20
3
11
9
19
14
13
23
24
21
7
6
10
22
15
25
5
8
16
Level of materiality:
High
Medium
Low
MATERIALITY MATRIX
Environmental topics
1 Circular economy
2 Climate resilience
3 Carbon footprint
4 Waste and water management
Social topics
5 Employee engagement and talent
management
6 Employee compensation
7 Employee health, safety, and well-being
8 Diversity, equity, inclusion, and belonging
9 Labor practices
10 Training and professional development
11 Community involvement
12 Employee volunteering
13 Responsible supply chain management
Governance topics
14 Board diversity
15 Cybersecurity and data privacy
16 Ethics, compliance, and governance
17 Executive compensation
18 Public policy
19 Responsible Artificial Intelligence (AI)
20 Tax responsibility
Product topics
21 Products design and lifecycle management
22 Customer focus and relationships
23 Editorial quality and integrity
24 IP and copyright protection
25 Product impact and innovation
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Wolters Kluwer 2022 Annual Report 39
MATERIALITY CONTINUED
2022 review
In 2022, we reviewed the 2020 materiality assessment and concluded that this
assessment remained valid. The materiality matrix, shown below, highlights the
importance of social and governance topics for our business. As a provider of digital
information, software, and services, our business is mainly driven by the needs of
our customers, progress within industries we serve, and the innovative output of
our talented, engaged, and diverse workforce. Since the environmental impact of
our industry is relatively low, environmental matters are not viewed as very material
by our stakeholders. Nonetheless, we are committed to playing our part in reducing
greenhouse gas emissions. The section Environmental Responsibility sets out our
objectives and achievements to date.
In 2023, we will conduct a new, double materiality assessment that considers both
impact materiality and financial materiality. Impact materiality assesses the impact
of the company and its value chain on people and/or the environment. Financial
materiality assesses the financial risks of sustainability matters for the company.
40 Wolters Kluwer 2022 Annual Report
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Strategic Report | Governance | Financial Statements
Sustainability continued
CUSTOMER FOCUS AND
RELATIONSHIPS
PRODUCT IMPACT AND INNOVATION
Why is this topic important?
The topic of customer focus and relationships is viewed by internal and external
stakeholders as the single most material factor for the long-term sustainability of
our business. Employees view it as important to our purpose of delivering impact
when it matters most and fundamental to our core value of focusing on our customer
success. Shareholders consider it critical to the long-term growth and competitiveness
of the company.
Our approach
We build and develop customer relationships through a variety of touchpoints,
especially through our sales, marketing, customer support, professional services, and
product development teams. In addition to regular customer contact, our teams host
user conferences and participate in industry events. We conduct regular customer
surveys and market research. Several of our businesses maintain customer advisory
panels. In designing, building, and enhancing our solutions, we work closely with
customers before, during, and after the product development phase to ensure we
meet user needs.
We measure customer focus and relationships across Wolters Kluwer primarily by
tracking customer retention, product 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 NPS score.
In 2022, renewal rates for our largest subscription-based expert solutions, subscription-
based digital information products, and subscription-based services were maintained
at high levels (above 90%) and the NPS scores for more than half of our top products
were maintained or improved.
Why is this topic important?
Product impact and innovation are critical to organic growth and to our future as an
expert solutions company. Over the years, we have consistently prioritized investment
in developing new and enhanced products. Under our current strategic plan, we are
redeploying approximately 10% of our annual revenues into product development and
innovation.
Our approach
Our central product development team, the Digital eXperience Group (DXG), works
closely with our business units and our customers to drive innovation. DXG uses a
customer-centric process and is able to leverage its centers of excellence in user
experience design, artificial intelligence, and advanced platform services. We foster idea
generation through our annual Global Innovation Awards (GIA), which rewards teams
who develop innovative solutions that improve customer outcomes and experiences or
transform our own internal processes. Each year, hundreds of employees participate
in the challenge, putting their creativity to work in collaboration with colleagues. We
also organize an annual software coding competition (Code Games) for our developers
around the world.
We measure innovation by tracking our product development spending by business
unit and we monitor progress against product roadmaps. We track submissions and
winners of our employee innovation competitions. We monitor our performance in
innovation-oriented industry awards and rankings, such as the Best in KLAS Awards
and the Stevie Awards.
We are committed to the United Nations Sustainable Development Goals (SDGs),
which address the economic, social, and environmental challenges the world faces.
We support and contribute to the SDGs through the innovative products and services
we deliver, through our engaged employees, through our sustainable returns, and
by making an impact on society. As shown in our Value Creation Model, we have
identified four SDGs to which we believe we can contribute most, as an investor,
innovator, employer, and provider of products and services.
Product Impact Analysis
Our products and services help to protect people’s health and prosperity and contribute to a safe and just society by providing deep
insights and knowledge and by supporting the decision-making of professionals. Below we highlight the positive societal benefits
of a selection of our products.
Product Customer benefit Societal benefit
Ovid
• Enables high-precision search of medical
literature
• Delivers time savings and accuracy for
clinical researchers
• Benefits global health by advancing medical
knowledge and the discovery of new drugs
and treatments
• Ovid’s diversity, equity, and inclusion collection helps
drive health equity
CCH Axcess
• Automates and drives efficiencies in
tax, audit, and accounting workflows
• Facilitates compliance with
latest regulations
• Contributes to innovation by leveraging advanced
technologies, such as blockchain
• Supports compliance and transparency
Wiz
• Helps U.S. lenders manage risk and
meet obligations under the Community
Reinvestment Act, Equal Credit Opportunity
Act, Fair Housing Act, and Home Mortgage
Disclosure Act
• Advances inclusive credit access by facilitating lender
compliance with Community Reinvestment Act, Equal
Credit Opportunity Act, and other laws
• Proactively identifies risks associated with addressing
credit and community development needs
InView
• Streamlines legal and regulatory research,
analysis, and workflow
• Improves legal decision-making
• Supports transparency and justice
• Supports knowledge of, and compliance with,
Dutch laws and regulations
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Wolters Kluwer 2022 Annual Report 41
PRODUCT IMPACT AND INNOVATION
CONTINUED
In 2022, product development spending increased to 11% of total revenues and we
continue to expect it to average approximately 10% over the course of the current
strategic plan. The Global Innovation Awards attracted 453 entries, marking a recovery
from the prior two years which were affected by the pandemic. Participation was
encouraged by a simplified submission process. For the finals, 13 product and process
innovation concepts were selected and, of these, five ideas were selected as winners
and provided with funding. The 2022 Code Games (CG) saw over 1,100 employees take
part to solve a complex coding challenge.
Product impact and innovation 2022 2021 2020
Product development spending, % of revenues 11% 10% 9%
Global Innovation Awards, number of submissions 453 154 219
Global Innovation Awards, number of finalists 13 16 17
Global Innovation Awards, number of winners 5 6 6
Among the many ideas that were celebrated as part of the GIA and CG processes and
were ultimately launched into the market or deployed internally are: Ovid Synthesis
(an evidence-based practice workflow solution for clinical research); CCH Axcess
(a cloud-based platform for tax, audit and accounting professionals); and Beyond
the Score (an internal voice of the customer program).
42 Wolters Kluwer 2022 Annual Report
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Sustainability continuedSustainability continued
EMPLOYEE ENGAGEMENT AND
TALENTMANAGEMENT
Why is this topic important?
Our employees are instrumental to the success of our company. Attracting, motivating,
developing, and retaining a diverse and high-performing workforce is essential to
delivering our strategy. Cultivating an environment in which employees are engaged
is critical to driving business results.
Our approach
We measure our talent management performance by monitoring key metrics such as
employee engagement, turnover, internal movement and promotions, participation in
performance reviews, and training.
Employee engagement
Since 2014, we have conducted annual global surveys to measure employee
engagement, with the key objective to identify areas of strength and opportunity so
that we can make Wolters Kluwer an even better place to work. In 2022, this survey
measured both engagement and belonging. See the section Diversity, Equity, Inclusion,
and Belonging for a more in-depth discussion on belonging.
The results of our 2022 survey showed a 1-point increase in our engagement score
compared to 2021. Through the survey, our employees told us that they are treated
with dignity and respect, their opinions count, they can be themselves at work, and
their managers care about them. The survey also indicated that we continue our efforts
to support employee career development and our efforts to connect our employees to
our strategy and value we create to society.
Talent management
We have a comprehensive global talent management program, which includes sourcing,
hiring and retaining talent, succession planning, training and career development,
regular performance feedback, and an annual performance review process.
Despite economic uncertainty, a global shortage of talent remained throughout 2022
which led to a rise in voluntary turnover for our sector. Our voluntary turnover rate
remained below the 2022 Gartner Technology Industry Benchmark, in part due to
actions we took in 2022. For example, we redesigned our global exit survey to give us
better insights for how to increase employee retention.
We continue to enhance our succession planning process, which has resulted in an
improvement in the readiness and availability of our talent to fill internal job openings.
Our learning management system supports company-wide training and development
with easy online access to both mandatory and optional training courses. During 2022,
the proportion of employees taking advantage of optional learning increased to 83%.
We continued our global employee development campaign #Grow, which is designed
to incorporate growth and development into daily work life. In addition, we launched
a pilot of a global mentoring program in 2022 which we are planning to expand in 2023.
We expanded resources for managers, including additional curricula that support
managers to coach and develop their teams, reinforce an inclusive work environment,
and prepare staff for a safe return to our offices. At our annual Leadership Summit,
held in June 2022, our executives engaged on strategy, shared ideas, and networked
with colleagues.
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Wolters Kluwer 2022 Annual Report 43
EMPLOYEE ENGAGEMENT AND
TALENTMANAGEMENT CONTINUED
Employee engagement and talent management 2022 2021 2020
Employee engagement¹
Employee engagement score 77 76 –
Employee engagement relative to global benchmark In line – –
Turnover
% of total turnover² 15.0% 15.0% 11.2%
of which
% of voluntary turnover³ 12.5% 11.9% 7.1%
% of non-voluntary turnover 2.5% 3.1% 4.1%
Performance review
% of employees participated in performance and career
development reviews 99.1% 98.8% 99.4%
of which
% of executives⁴ 99.7% 99.7% 99.2%
% of managers⁵ 99.4% 99.7% 99.9%
% of other employees 99.1% 98.7% 99.3%
Optional training⁶
% of employees that accessed optional learning 83% 71% 55%
Average number of optional learning hours per employee 2 – –
Employees per region, % of total employees⁷
The Netherlands 5.6% 5.6% 5.8%
Europe (excluding the Netherlands) 33.0% 36.1% 36.0%
U.S. and Canada 42.8% 42.2% 42.1%
Asia Pacific 18.2% 15.6% 14.6%
Rest of the World 0.4% 0.5% 1.5%
1
In 2021, we transitioned our employee surveys to Glint. The Glint employee engagement score is based
on surveys administrated to all employees in 2022 and 2021. The 2022 score is compared to the Glint
global benchmark. It is our ambition to reach the Glint top 25% benchmark in coming years. Due to
the change in survey provider and methodology, comparison with the 2020 engagement score is not
meaningful.
2
Turnover percentages exclude employees of divested operations.
3
Retirees are reported under voluntary turnover.
4
Executives refer to approximately 300 employees that are in the executives career band, meaning that
they have a job category role with managerial responsibilities. In this context, executives exclude the
Executive Board.
5
In this context, managers are defined as employees with at least one direct report, excluding the
Executive Board and the executives.
6
Optional learning is offered through a digital learning management system that is integrated into our
global human resources platform.
7
Employees per region percentages are based on the headcount at December 31.
Employee health, safety, and well-being
The health, safety, and well-being of our employees is of utmost importance at Wolters
Kluwer. Supporting the well-being of our colleagues benefits them as individuals, and
also benefits the company as a whole and the communities in which we live and work.
Our global well-being program (Together We Thrive) includes a robust set of resources,
programs, and content for all employees. Its goal is to help employees achieve their
personal best, emotionally, physically, socially, and financially.
44 Wolters Kluwer 2022 Annual Report
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Sustainability continued
DIVERSITY, EQUITY, INCLUSION,
ANDBELONGING
Why is this topic important?
A diverse workforce drives innovation, better decisions, and strong performance, which
creates value for all our stakeholders. An inclusive culture ensures all employees are
heard and respected for their contributions and helps maintain a rewarding work
environment that encourages individual and business success.
Our approach
We aim to provide a welcoming environment and equitable opportunities for all
employees, regardless of demographic characteristics such as background, nationality,
race, ethnicity, gender, gender identity, age, sexual orientation, marital status, disability,
religion, or other demographic characteristics. This principle is ingrained in our
company values and articulated in our Code of Business Ethics.
Under the leadership of our Vice President of Diversity, Equity, and Inclusion, we aspire
to create an inclusive environment that values authenticity and fairness and respects
diversity in all its forms.
EMPLOYEE ENGAGEMENT AND
TALENTMANAGEMENT CONTINUED
A few key features of the Together We Thrive program include:
• A global Employee Assistance Program, available to all employees and their household
members, providing 24/7 on demand access, free counseling with licensed clinicians,
and assistance with personal financial and legal matters;
• A clinically validated mindfulness and resilience application to help employees develop
strategies to manage and navigate stress, burnout, and other personal challenges; and
• Flexible work arrangements, including flexible work hours and the option to work
outside the office, to help employees balance their professional and personal
commitments.
In addition to our well-being program, we offer robust benefits that include competitive
health, welfare, and lifestyle options that reflect the practices in the various countries
where we have employees. We provide various types of leave programs to ensure
employees can care for themselves and those close to them. For example, we offer
family planning benefits in various markets including programs such as gender-
inclusive parental leave policies, adoption assistance, insurance coverage for fertility
services, and support for childcare services. In 2022, we also made changes to our
health and well-being benefits in various markets in order to be responsive to the
needs of our LGBTQIA+ employees.
Work-life balance indications¹ 2022 2021 2020
% of U.S. employees entitled to take family-related leaves 100% – –
% of U.S. employees that took family-related leaves 8% – –
1
All U.S. employees are eligible for certain family-related leave programs from their date of hire, with
additional leave options available after a full-year of service. Family leave programs reported include
maternity leave, parental leave (including paternity leave), caregiver leave (special leave and sick time
to care for family), and bereavement leave.
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DIVERSITY, EQUITY, INCLUSION,
ANDBELONGING CONTINUED
We measure the impact of our diversity, equity, inclusion, and belonging (DEIB) efforts
through a range of metrics in compliance with local laws and regulations. Globally,
we assess our performance with an employee belonging score derived from our
annual all-employee survey. Belonging is defined as the extent to which employees
believe they can bring their authentic selves to work and be accepted for who they are.
A target for belonging was included in the 2022 remuneration for the Executive Board
and senior management and a new target for belonging will be included in 2023. For
more information, see Remuneration Report.
Our 2022 survey results show a 1-point increase in the belonging score to 73, which
remains broadly in line with the average for global companies.
Some of our key initiatives in 2022 included launching a global, twelve-month Inclusive
Leadership program for employees; planning for a pilot of global inclusion networks,
starting with our female and LGBTQIA+ employees, launching in 2023; and increasing our
efforts to source diverse candidates for hiring.
We aim to have a workforce that reflects the diversity of our customers and the
communities in which we live and work. We have a target to have at least 33% male or
female representation on our Supervisory and Executive Boards, which we currently
meet. In 2022, we have also set a target to increase the female representation in our
executives career band (executives) by 2% by 2028 from a 2022 baseline. In the coming
years, we will work towards achieving this target through equitable and inclusive
employee practices and experiences that improve female representation in hiring,
promotions, and talent retention. See Corporate Governance for more information.
We track aggregate candidate diversity slate for all U.S.-based roles, setting specific
slate goals to advance gender, race, and ethnic diversity. We aspire to year-over-year
improvement and are committed to executing on actions to maintain our positions of
strength while improving where we have opportunity.
We comply with gender pay reporting where required by local laws and regulations.
We also complete an annual, systematic base pay study (including, but not limited,
to gender) for our employees in North America, and based on the findings we make
any required corrections. We are developing a plan to expand this work beyond North
America in accordance with all applicable laws and regulations.
CASE STUDY: INCLUSIVE LEADERSHIP
TRAINING FOR PEOPLE MANAGERS
We strongly believe in the importance of
inclusion and are committed to taking
action to improve it.
In 2022, we launched Inclusive Leadership
training for all people managers and
employees globally. This three-part,
year-long interactive learning journey is
designed to drive behavior change within
everyday team interactions and our
global culture.
The first part of the program is focused
on key inclusive behaviors, the second
on reducing bias in decision making, and
the final encourages allyship to reduce
inequities within the workplace.
We had very high participation in
completing the first part and will
continue to prioritize participation and
behavior change for the second two
segments launching in 2023.
45Wolters Kluwer 2022 Annual Report
46 Wolters Kluwer 2022 Annual Report
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Sustainability continued
DIVERSITY, EQUITY, INCLUSION,
ANDBELONGING CONTINUED
Diversity, equity, inclusion, and belonging 2022 2021 2020
Belonging¹
Belonging score 73 72 –
Supervisory Board by gender
Number of female board members 4 3 3
Number of male board members 3 4 4
Executive Board by gender
Number of female board members 1 1 1
Number of male board members 1 1 1
Executives by gender²
Number of female executives 91 93 81
Number of male executives 205 212 199
Number of executives not declared and/or not reported 1 1 1
Gender ratio, % female
Supervisory Board 57% 43% 43%
Total workforce³ 46% 46% 46%
Of which:
Executive Board 50% 50% 50%
Executives² 31% 30% 29%
Managers⁴ 39% 39% 39%
Other employees⁵ 47% 47% 48%
Compensation indicators
CEO pay ratio: compensation of the highest paid individual
divided by average employee remuneration⁶ 77 87 79
Race/ethnicity ratio, % of U.S. employees⁷
Asian 12.3% 12.3% –
Black or African American 7.6% 6.8% –
Hispanic or Latino 6.2% 5.9% –
White 68.7% 70.0% –
Other race or ethnicity⁸ 1.9% 1.6% –
Unknown or not provided 3.3% 3.4% –
Persons with disabilities⁹
U.S. employees with disabilities, % of U.S. employees 1.8% – –
1
Belonging score is based on a survey by an independent market-leading survey partner and measured
since 2021.
2
Executives include employees that are in the executives career band, meaning that they have a job
category role with managerial responsibilities. In this context, executives exclude the Executive Board.
3
The % female is calculated as the number of female employees divided by the number of total
employees, based on headcount per December 31.
4
In this context, managers are defined as employees having three or more direct reports, excluding
the Executive Board and the executives. For all three years, 1% of managers have not declared or not
reported their gender.
5
For all three years, 1% of other employees have not declared or not reported their gender.
99%
of our active employees completed
cybersecurity and data privacy training
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Wolters Kluwer 2022 Annual Report 47
DIVERSITY, EQUITY, INCLUSION,
ANDBELONGING CONTINUED
CYBERSECURITY AND DATA PRIVACY
Why is this topic important?
As a digital company, cybersecurity and data privacy are important to the success of
our business. 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 deliver on
this promise by keeping information secure and respecting the rights of individuals to
protect their personal information.
Our approach
Cybersecurity
Our global information security program is built on people, processes, and technology
collectively protecting our organization, products, and customers.
The cybersecurity program has a three-tiered management structure. The program is
overseen by our Security Council which is comprised of senior leadership from divisions
and functional areas. Our Chief Information Security Officer is responsible for managing
and monitoring of the overall program. Lastly, our Technology Council implements
initiatives, together with dedicated taskforce groups, to drive global alignment of 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). This framework expanded our existing maturity-based model into a risk-
based model.
A target for our cybersecurity maturity score was included in Executive Board and senior
management remuneration in 2021 and 2022 and will again be included in 2023. In 2022,
the cybersecurity maturity score increased 7.4% compared to 2021, exceeding the target.
Over the two-year period since 2020, the indexed score reached 113.4 (2020 = 100.0),
significantly ahead of target. For more information, see Remuneration Report.
We have a cross-functional global information security incident response team that
promptly analyzes security incidents, assesses the potential impact, determines if any
immediate risks exist, and takes prompt actions to mitigate any harm to the company.
We maintain a written global information security program of policies, procedures, and
controls aligned to NIST-CSF, ISO 27001, and other equivalent standards. These govern
the processing, storage, transmission, and security of data.
In 2022, we continued to advance our availability, resilience, and cybersecurity position.
We enhanced the ongoing security awareness initiatives, including phishing email tests.
We incorporated content in our required cybersecurity training, which was completed by
more than 99% of active employees.
6
For calculating the CEO pay ratio, the CEO remuneration is based on the remuneration costs as stated
in the table Remuneration of the Executive Board – IFRS based of the Remuneration Report, minus
the tax-related costs. The average employee remuneration is obtained by dividing the total personnel
expenses as stated in Note 13 – Personnel Expenses (after subtracting the CEO’s remuneration) by the
reported average number of full-time employees (minus one).
7
Races/ethnicities mirror those used for required federal reporting in the U.S.
8
Other races/ethnicities include persons who identify as being of two or more races, Native American,
Alaska Native, Native Hawaiian, or Other Pacific Islander.
9
The disability percentage is based on U.S. employees that indicated they have or had a disability.
Disability data is not available for employees outside the U.S.
48 Wolters Kluwer 2022 Annual Report
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Sustainability continued
CYBERSECURITY AND DATA PRIVACY
CONTINUED
For select systems, applications, and services, we have achieved over 75 attestations
and certifications, most notably SOC 1 Type 1 & SOC 2 Type 2, HITRUST, FedRAMP, CSA
STAR, and MSDPR. In addition, some of our locations supporting IT operations and a
number of our products have attained ISO 27001 certification.
Data privacy
We foster a culture that respects the data privacy rights of individuals. Our Data
Privacy Commitments guide our company-wide approach and reflect the value we
attach to protecting the personal information of our customers, employees, and other
stakeholders.
Our Corporate Privacy Office leads our global data privacy compliance strategy and
reports to the Executive Board. We have a comprehensive privacy program and a privacy
governance organization responsible for implementing policies and procedures that are
designed to ensure compliance with privacy laws and regulations.
We have set the EU General Data Protection Regulation (GDPR) as our global baseline
reference and embed privacy rights in our policies, design, and processes. We train our
employees in the safeguarding and processing of personal information and implement
policies and procedures relating to the rights of individuals. We inform our customers
about our privacy practices in various ways, including by means of a Privacy & Cookie
Notice on our global website and as part of our marketing practices. We explain what
personal information we collect, use, and disclose, and inform customers of their rights
and the choices they can make about the sharing of their information.
Our data privacy policies are based upon generally accepted data privacy principles and
regulations. We collect personal data only for specific purposes, which are specified and
documented. As part of our contracting with third parties, such as vendors, we include
standards and requirements for processing of data.
We have developed an internal privacy control framework which sets a robust privacy
baseline based on the key privacy principles as defined in GDPR. We further maintain
a data register and conduct data protection risks assessments to analyze, identify, and
minimize privacy and data protection risks of activities that involve personal data. Our
internal audit team conducts internal audits covering multiple disciplines, including
data privacy, on a regular basis.
Potential data privacy incidents and risks are managed in accordance with our Data
Privacy Incident Management Plan, which describes how we prepare for and respond
to incidents. We regularly review and update our incident management guidance and
training.
We continue to provide ongoing training and awareness programs to reflect data
privacy developments. We incorporate key themes into our annual global data privacy
awareness course as part of our Annual Compliance Training program. In 2022, more
than 99% of our active employees completed this training.
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Wolters Kluwer 2022 Annual Report 49
ETHICS, COMPLIANCE, AND
GOVERNANCE
Why is this topic important?
Our values and ethical standards are fundamental to how we interact with our
employees, customers, partners, and society at large. Good governance is key to
upholding our history of high ethical standards as well as our decision-making
processes and forms the foundation of our strategy.
Our approach
Our Ethics & Compliance Committee has oversight responsibility for our global ethics
& compliance program. Key elements of the program include our Code of Business
Ethics (Code) and other policies and procedures, training and communication, and
the SpeakUp program. On behalf of the Ethics & Compliance Committee, our Chief
Compliance Officer reports quarterly on ethics & compliance program matters,
including SpeakUp concerns, to the Executive Board and the Audit Committee.
Our Code provides guidance on how we live our company values. It sets forth the
ethical standards that are the basis for our decisions and actions, and for achieving
our business goals. The Code covers multiple topics, such as discrimination and
harassment, anti-bribery and anti-corruption, and conflicts of interest, some of which
are further detailed in standalone policies. Our Code is published on our internal and
external websites in various languages.
We have a zero-tolerance policy to any form of bribery and corruption. Our global
Anti-Bribery and Anti-Corruption Policy strictly prohibits offering, soliciting, giving,
or receiving any bribes. We provide training to all our employees on bribery and
corruption, as well as role-based training to specific groups. Our high standards of
integrity and legal compliance also apply to business partners. We conduct anti-bribery
due diligence screening of our partners and suppliers. In 2022, we did not detect any
violations of our anti-bribery policy.
We foster our culture of ethics and compliance by raising awareness of our values and
the standards in our Code and other policies. Through various communication and
training activities, we support employees to understand how these standards apply
to their day-to-day work and interactions with colleagues, customers, and business
partners. We monitor our culture of ethics and compliance via the annual global
employee survey, our SpeakUp program, and through internal audits. These efforts also
help us measure the effectiveness of our Code and our SpeakUp program.
Annual Compliance Training
Our Annual Compliance Training program consists of online courses on our Code of
Business Ethics, IT and cybersecurity, and data privacy. The program was provided to
all active employees globally in 2022 and new hires receive the training upon their
onboarding. As part of the training, employees are asked to certify that they have read
and understood our Code of Business Ethics.
50 Wolters Kluwer 2022 Annual Report
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RESPONSIBLE ARTIFICIAL
INTELLIGENCE
Artificial Intelligence
Artificial Intelligence (AI) is used in several of our products where it benefits human
experts working in complex professional fields. For example, we use advanced
technologies, such as Natural Language Processing (NLP) and Robotic Process
Automation (RPA), in our expert solutions in order to augment certain tasks in our
customers workflows, provide customers with new or improved insights, and enable
them to be more efficient.
As a company that holds ethics and good governance in high regard, we are committed
to developing artificial intelligence in an ethical and responsible manner. We are
developing an artificial intelligence assurance framework and responsible artificial
intelligence principles that incorporate key principles such as privacy and data
governance, fairness and non-discrimination, transparency, and explainability. In
the development of this framework and these principles, we embed good practices
throughout the design, development, use, and evaluation of AI.
We actively monitor legislative developments such as the EU Artificial Intelligence Act
and ethics guidelines issued by organizations and expert working groups to ensure we
are aware of evolving best practice in this area.
ETHICS, COMPLIANCE, AND
GOVERNANCE CONTINUED
Confidential channels for raising concerns
We maintain a culture of open communication and a safe environment where everyone
should feel confident to raise any concerns. We have a zero-tolerance policy for
retaliation. We offer several channels for reporting any issues about ethical situations
or behavior, including direct managers, Human Resources, Legal, or senior management.
In addition, our global SpeakUp system – operating through an external provider –
offers our employees a confidential channel available 24/7 for reporting concerns to
the Ethics & Compliance Committee in their own language, with the option to report
anonymously where permitted by law. The Ethics & Compliance Committee reviewed all
concerns received in 2022 and took appropriate action. None of these concerns had a
material impact on the company.
Ethics and compliance 2022 2021 2020
% of active employees who completed Annual Compliance
Training¹ 99% 99% 99%
Number of SpeakUp concerns 25 21 19
1
Employees on long-term leave, e.g., sick, maternity, or paternity leave, are not invited for the Annual
Compliance Training.
Sustainability continued
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Wolters Kluwer 2022 Annual Report 51
ENVIRONMENTAL RESPONSIBILITY
We are committed to minimizing our impact on the environment and to addressing
the challenges of climate change as they relate to our own operations and our value
chain. As a people-centric business, our overall risk related to environmental matters is
relatively low, due to the nature of our business activities and the products and services
we offer. Nonetheless, for many years we have been committed to managing our use of
energy and natural resources in a responsible manner.
In recent times, we have seen climate change and environmental impact take on
increased importance for our employees, investors, customers, and other stakeholders.
This has led us to expand or accelerate programs and policies designed to reduce the
environmental impact of our operations. Our efforts to minimize our environmental
impact support the COP21 Paris Agreement of December 2016 and the COP26 Glasgow
Climate Pact of November 2021 on limiting global warming.
Progress on climate-related initiatives
During 2022, we made progress towards our objective of setting science-based targets
and aligning our reporting with the guidelines recommended by the Task Force on
Climate-related Financial Disclosures (TCFD). We completed a gap assessment of our
alignment with the TCFD recommendations and used the results to develop a roadmap
for further implementing them. The roadmap was presented to our Executive Board and
Supervisory Board. For more information on our progress, see page 59.
We have also completed the assessment of our greenhouse gas (GHG) footprint,
including scope 1, 2, and 3 emissions, using the pre-pandemic year 2019 as base year.
Based on a screening of all scope 3 categories, we identified six material scope 3
emission categories for which we subsequently performed an inventory.
Scope 3.1 – Purchased goods & services is, by far, the most significant within our total
scope 3 emissions. The chart below and table on the next page provide a view of our
GHG footprint for the base year.
Wolters Kluwer GHG emissions
distribution (tCO₂e) for pre-COVID
baseline year 2019
Scope 1 – 1%
Scope 3:
Scope 2 – 5%
Scope 3.1 – 70%
Scope 3.2 – 1%
Scope 3.6 – 8%
Scope 3.4 – 4%
Scope 3.11 – 5%
Scope 3.7 – 5%
52 Wolters Kluwer 2022 Annual Report
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Strategic Report | Governance | Financial Statements
Sustainability continued
ENVIRONMENTAL RESPONSIBILITY
CONTINUED
Scope 1, 2, and 3 greenhouse gas (GHG) emissions in mtCO₂e 2019 % of total
Scope 1 Direct emissions¹ 4,043 2%
Scope 2
Emissions from purchased energy, market-
based¹ 14,602 5%
Scope 3
3.1 Purchased goods & services²
200,089 70%
3.2 Capital goods² 3,527 1%
3.4 Upstream transportation & distribution² 11,275 4%
3.6 Business travel³ 22,615 8%
3.7 Employee commuting⁴ 13,953 5%
3.11 Use of sold products⁵ 14,175 5%
Sub-total Scope 3 265,634 93%
Total emissions 284,279 100%
1
Scope 1 and 2 emissions relate to our owned and leased offices and are calculated based on the
energy consumption, using country-based IEA conversion factors for electricity andDefra conversion
factors for natural gas, district heating, and heating oil. Energy consumption was available for
approximately 75% of square meters and extrapolated for the remaining 25%. Extrapolation is
performed at country level.
2
Scope 3.1, 3.2, and 3.4 emissions from our supply chain are for 92% based on spend, converted to
mtCO
2
e using supply chain industry emission factors of the U.S. Environmental Protection Agency. 6% of
supply chain emissions are calculated by converting spend to mtCO
2
e using supplier-specific emission
factors, as derived from from publicly available emission data of these suppliers. 2% of supply chain
emissions are based on emission data as provided by suppliers to us. In case the group acts as agent
between suppliers and customers, associated supplier emissions are included in our scope 3.1, 3.2, or
3.4 emissions.
3
Business travel includes solely flight travel, as other means of business travel are considered
immaterial. For the vast majority, flight travel distances are based on travel agent data and converted
to mtCO
2
e using Defra emission factors.
4
Employee commuting is based on an employee-wide survey, in which commuting distance, mode
of transport, and commuting frequency were the key questions. Survey results were plotted onthe
average headcount of the year and converted to mtCO
2
e using Defra emissionfactors.
5
Scope 3.11 emissions originate for approximately 70% from the energy consumption of customers’
devices when using our software. This energy consumption is calculated by multiplying the number
of customers’ users by the average user log-in time, corrected for an estimated relative share of our
software of the CPU usage of a device. These data points were collected for our largest products,
representing approximately 55% of total revenues, and either system-derived or estimated if no system
data was available. Extrapolation to 100% is performed at divisional level based on revenues. The
remaining 30% of our scope 3.11 emissions relate to the energy consumption of servers at customers’
own premises, whereby we estimated the average number of servers at a customer’s own premise, the
average utilization of a server, and the average energy usage of a server.
Based on our GHG assessment, we have developed abatement plans and have
committed to reduce our emissions in line with a pathway to limit global warming
to 1.5°C and reaching net-zero no later than by 2050. Accordingly, early 2023 we have
submitted the following emission reduction targets to the Science Based Targets
initiative (SBTi) for validation:
• Reduce absolute Scope 1 & 2 GHG emissions 50% by 2030 from a 2019 base year
• Reduce absolute Scope 3 GHG emissions 30% by 2030 from a 2019 base year
Our GHG assessment reinforced the need to continue with our existing decarbonization
programs, as described below. Over the coming years, we will implement further
initiatives to reduce our emissions and work towards our targets. Decarbonizations
of our supply chain will be key to reduce our emissions, implying a greater focus
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ENVIRONMENTAL RESPONSIBILITY
CONTINUED
on engaging with our suppliers to obtain supplier-specific emission data, better
understand their emission reduction programs, and collaborate on net-zero journeys.
Real estate rationalization
We aim to create sustainable and appealing workspaces for our employees, balancing
the demand for space, attractive design, and employee engagement with environmental
impact and spend per square meter. Sustainability is integrated into our real estate
and facilities management process and we aim to implement environmentally friendly
practices in our building selection, office design, and office operations and services.
Since 2020, sustainability certificates and green office standards are part of our
selection criteria for new offices. Our offices in Madrid and Barcelona (Spain), Chennai
(India), and Paris (France) are ISO 14001 certified.
For several years, we have executed a real estate rationalization program, which has
delivered significant reductions in our office footprint through office closures and
consolidations. As a result of increased mobility (including working from home) and
updated designs, we need less office space to accommodate our employees. In addition
to cost savings, this program helps reduce our scope 1 and 2 emissions and our water
and waste consumption. This program achieved a 5% organic reduction in square
meters in 2022 and aims to achieve a further reduction over the next years.
Migration of servers to energy-efficient cloud providers
Over the past decade, we have been migrating customer applications and internal
systems from on-premise servers to the cloud. Transitioning to the cloud not only
benefits our customers in the form of improved cybersecurity protection and increased
mobility, availability, and standardization, it also helps reduce our carbon footprint.
As our major cloud providers operate on higher energy efficiency, and in themselves are
pursuing net-zero emissions goals, we reduce our emissions by moving our applications
to the cloud and by consolidating and decommissioning our on-premise data centers.
Carbon footprint remains an important criterion in the selection of our cloud providers.
A target for the elimination of on-premise servers was included in Executive Board
and senior management remuneration in 2021 and 2022. In 2022, this migration program
led to the closure of 14 data centers and the decommissioning of 1,032 servers.
→ See our Remuneration Report onpage 87
CASE STUDY: ENVIRONMENTALLY FRIENDLY PRACTICES IN OUR OFFICES
Building selection
• LEED, BREEAM, or DGNB certificates
included in decision criteria matrix
• Building location in close proximity
to public transport
• Availability of electric charging stations
• Availability and accessibility of electricity,
gas, and water usage meters
Office designand fit out
• Eco-friendly and recycled furniture and
building materials
• Drinkable water sources (water filter,
water fountain)
• Centralized waste disposal areas
including waste separation
• LED energy-saving lights with
motion sensors
Office operations and services
• Vendor sustainability certificates as
selection criteria for service providers
• Usage of eco-friendly cleaning products
• Purchasing or replacement of energy-
efficient kitchen appliances
• Zero single plastics use
53Wolters Kluwer 2022 Annual Report
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Sustainability continuedSustainability continued
ENVIRONMENTAL RESPONSIBILITY
CONTINUED
Environmental programs 2022 2021 2020
Real estate rationalization, % organic reduction in m
2
¹ 5% 7% 7%
Number of data centers closed 14 21 11
Number of on-premise servers decommissioned 1,032 2,838 –
1
The organic reduction in m² excludes the effect of acquisitions and divestments.
Business travel
Our business travel policy encourages employees to make prudent use of resources
and to consider both the financial costs and environmental impacts when choosing
to travel. During the pandemic, our business travel activity was significantly below
historical levels and employees made use of virtual meetings and events to support
our global operations. We did see an uptick in travel in 2022 compared to the prior
year, as the travel restrictions were gradually lifted globally. At the same time, there
has also been an increase in the number of virtual and hybrid meetings, marking a
natural downshift in travel compared to pre-pandemic levels. Going forward, we expect
a similar trend to continue in 2023.
Energy consumption in MWh,
unless otherwise stated¹
2021 2020² 2019²
Total energy consumption³ ⁴ 47,482 51,392 68,260
of which
Renewable electricity 7,379 7,087 6,206
Non-renewable electricity 19,919 24,964 38,622
Natural gas 16,475 15,778 21,065
District heating 3,084 2,929 1,726
Heating oil 625 634 641
Renewable electricity as % of total electricity⁵ 37% 28% 16%
Energy intensity
Revenues (in millions of euros) 4,771 4,603 4,612
Energy intensity in MWh/revenues m€ 10.0 11.2 14.8
1
Energy consumption relates to the group’s owned and leased offices. Data is reported with a one-year
lag to ensure a higher data coverage ratio. Energy consumption was available for approximately 75% of
square meters and extrapolated for the remaining 25%. Extrapolation is performed at country level.
2
2019 and 2020 are restated following an extension of the offices for which data is collected, applied
retrospectively.
3
Energy consumption decreased by 8% in 2021, largely due to lower weighted-average squaremeters.
4
Most of our offices were closed for significant parts of 2020 and 2021 due to the COVID-19 pandemic.
5
Renewable electricity is only counted if generated at the office or purchased as renewable from the
energy provider. The group did not purchase energy attribute certificates.
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Wolters Kluwer 2022 Annual Report 55
ENVIRONMENTAL RESPONSIBILITY
CONTINUED
Scope 1 and 2 greenhouse gas (GHG) emissions in
mtCO₂e, unless otherwise stated¹
2021 2020 2019
Scope 1 3,172 3,057 4,043
Scope 2 market-based 7,783 9,110 14,602
Scope 1 and scope 2 market-based² ³ 10,955 12,167 18,645
Netherlands 587 605 1,063
Europe (excluding the Netherlands) 2,268 2,357 3,095
U.S. and Canada 7,088 8,158 12,665
Asia Pacific 992 1,030 1,792
Rest of World 20 17 30
Scope 1 and scope 2 market-based 10,955 12,167 18,645
Scope 2 location-based 9,849 10,903 16,456
GHG emission intensity
Revenues (in millions of euros) 4,771 4,603 4,612
Scope 1 and scope 2 market-based (in mtCO
2
e/revenues m€) 2.3 2.6 4.0
1
Scope 1 and 2 emissions relate to our owned and leased offices and are calculated based on the
energy consumption, using country-based IEA conversion factors for electricity andDefra conversion
factors for natural gas, district heating, and heating oil. Energy consumption was available for
approximately 75% of square meters and extrapolated for the remaining 25%. Extrapolation is
performed at country level.
2
Total emissions decreased by 10% in 2021, due to lower weighted-average square meters and ahigher
proportion of renewable electricity used.
3
Most of our offices were closed for significant parts of 2020 and 2021 due to the COVID-19 pandemic.
Scope 3.6 and 3.7 greenhouse gas (GHG) emissions in
mtCO₂e, unless otherwise stated
2022 2021 2020
Scope 3.6 – Business travel¹ ³ 11,649 694 3,503
Scope 3.7 – Employee commuting² ³ 5,705 1,003 1,013
GHG emission intensity
Revenues (in millions of euros) 5,453 4,771 4,603
Scope 3.6 – Business travel (in mtCO
2
e/revenues m€) 2.1 0.1 0.8
Scope 3.7 – Employee commuting (in mtCO
2
e/revenues m€) 1.0 0.2 0.2
1
Business travel includes solely flight travel, as other means of business travel are considered
immaterial. Flight travel distances are for the vast majority based on travel agent data and converted
to mtCO
2
e using Defra emission factors.
2
Employee commuting is based on an employee-wide survey, in which commuting distance, mode of
transport, and commuting frequency were the key questions. Survey results were projected onthe
average headcount of the year and converted to mtCO
2
e using Defra emissionfactors.
3
The increase in business travel and employee commuting in 2022 is largely explained by the COVID-19-
related travel restrictions throughout 2021.
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ENVIRONMENTAL RESPONSIBILITY
CONTINUED
Water consumption¹ 2021 2020² 2019²
Total water withdrawals in cubical meter³ ⁴ 51,734 95,662 139,106
Water intensity in cubical meter/revenues m€ 11 21 30
1
Water consumption relates to our owned and leased offices. Data is reported with a one-year lag to
ensure a higher data coverage ratio. Water consumption was available for approximately 60% of square
meters and extrapolated for the remaining 40%. In 2021, extrapolation is performed at country level.
2
2019 and 2020 are restated, due to a refinement of the extrapolation methodology. In these years,
extrapolation is performed at regional level.
3
Water withdrawals decreased by 46% in 2021, mainly explained by saving water in a few large U.S.
offices and lower weighted-average square meters.
4
Most of our offices were closed for significant parts of 2020 and 2021 due to the COVID-19 pandemic.
SOCIAL RESPONSIBILITY
We aim to protect people’s health and prosperity and contribute to a safe and just
society. Our overall risk with respect to social and human rights-related matters is
considered relatively low, due to the markets we operate in, the types of products and
services we deliver, our highly qualified employees, and the customers and suppliers
with whom we deal.
Protecting human rights
We support human rights as outlined in the Universal Declaration of Human Rights,
the core standards of the International Labor Organization, the United Nations Global
Compact, and the United Nations Guiding Principles on Business and Human Rights.
We strive to ensure that our own activities do not infringe human rights. We expect our
business partners to support the same human rights standards by committing to our
Supplier Code of Conduct or an equivalent standard.
Our approach to human rights is emphasized in our Code of Business Ethics and
our Human Rights Policy, and includes topics such as equal opportunity and non-
discrimination, health and safety, and fair pay. As a responsible business, we strive to
prevent all forms of modern slavery and human trafficking in our supply chains or in
any part of our business. We are committed to implementing and enforcing effective
systems and controls to ensure modern slavery is not taking place in our supply chains.
Where required by law, we have issued Modern Slavery Statements.
Feedback from our employees is very important, thus we actively engage with works
councils and participate in collective bargaining where applicable. We also monitor
our employee compensation to ensure our employees earn a living wage, periodically
comparing our wages to existing Global Living Wage Coalition (GLWC) benchmarks.
Living wages¹ 2022 2021 2020
% of employees above living wage benchmark² 99.9% 100% 100%
1
Living wages are assessed at December 31 and compared to the Global Living Wage Coalition
benchmark for approximately 3,000 employees in Brazil, China, India, Mexico, South Africa and
Thailand.In countries where this benchmark is not available, it is assumed that all employees are
paida living wage.
2
At December 31, 2022, a very small group of employees based in India and Mexico earned below the
living wage benchmark. These employees will receive a raise in 2023 to bring them above the living
wage benchmark.
Sustainability continued
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Wolters Kluwer 2022 Annual Report 57
SOCIAL RESPONSIBILITY CONTINUED
Responsible supply chain
We expect our suppliers to uphold the same social and environmental standards
to which we are committed. Through our third-party risk management program, we
engage with our suppliers to ensure we have a responsible supply chain throughout our
global operations. Suppliers who are managed through our central supplier database
are required to complete a due diligence questionnaire providing information on
their policies for data security and data privacy, human rights and labor conditions,
environmental footprint, and more. As part of this, we also request our suppliers to
commit to our Supplier Code of Conduct or to their own equivalent standard, requiring
them to follow applicable laws and regulations in areas such as human rights, labor
conditions, anti-bribery, and the environment. Based on the assigned supplier risk
classification, this due diligence is repeated every one to three years. In 2022, the
number of suppliers that are centrally managed was increased and more suppliers were
invited to the due diligence questionnaire.
Looking forward, we intend to engage more extensively with our suppliers on various
sustainability matters to help achieve our own sustainability goals.
Responsible supply chain 2022 2021 2020
In the year, number of suppliers that have signed our Supplier
Code of Conduct or have an equivalent standard 627 410 229
Cumulative number of suppliers that have signed our Supplier
Code of Conduct or have an equivalent standard 1,527 900 490
In the year, % of centrally managed suppliers for which due
diligence procedures were completed 98% 91% 98%
% of major data center suppliers that are certified according
toISO/IEC 27001 standard¹ 100% 100% 100%
% of major data center suppliers that have been reviewed
perthe Wolters Kluwer Third-Party Risk Management
StandardMonitoring schedule¹ 100% 100% 100%
% of major print products suppliers that have been reviewed
per the Wolters Kluwer Third-Party Risk Management
StandardMonitoring schedule² 100% 80% 100%
1
In 2022, major data center suppliers represent approximately 80% of the total server capacity
purchased by the group.
2
In 2022, major print product suppliers represent approximately 80% of the total print product spend by
the group.
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Strategic Report | Governance | Financial Statements
SOCIAL RESPONSIBILITY CONTINUED
Community involvement and volunteering
We provide knowledge, experience, resources, and funding to support local
communities. Our people, products, and services are available in areas of need to make
a sustainable, long-term positive impact. We support community efforts that are aligned
with our strategy and select UN Sustainable Development Goals, have a high degree of
local impact, and create personal engagement amongst our employees.
Our Volunteer Day Off program offers all employees up to one day off each year to
support eligible non-profit organizations that align with our mission and company
values. Among other things, employees participated in reforestation activities and park,
water, and beach clean-ups, partnering with organizations such as American Forests,
Chicago Region Tree Initiative, and the Alliance for the Great Lakes.
Volunteering days 2022 2021 2020
Number of volunteer days spent by employees under our
Volunteer Day Off program 668 292 –
We believe in helping employees effectively support the causes that matter most to
them. We formalized this by launching the Global Sustainability Awards program for
employees. Over 40 entries were submitted, including examples of volunteering in
support of communities and the environment, programs to enhance diversity, equity,
and inclusion in our workforce and in our products, and examples to improve the
sustainability of our customer applications. A panel of internal judges, including our
CEO, reviewed all submissions and selected the ENGAGE Impact of the Year and ENGAGE
Volunteer of the Year. See the case study below for more information. The winners
received a charitable donation or funds towards a sustainability initiative.
Our Green is Green program, an employee-led network that helps to raise awareness
of, identify, and implement environmentally friendly practices, expanded its activities
in 2022. The network hosted a series of webinars focused on four elements – fire, air,
earth, and water – highlighting the latest climate studies, drawing attention to the
impact of climate change on women, and showcasing organizations that are working
to achieve environmental justice. The network also launched a global campaign to
decrease the use of single-use plastics at home and in our offices.
CASE STUDY: GLOBAL SUSTAINABILITY AWARDS
ENGAGE Impact of the Year:
DEI Content Guide
The DEI Content Guide advances and
elevates our shared values of diversity,
equity, and inclusion (DEI) by directing
the language and images we include
in our Health content. The Guide
promotes the development of unbiased
and culturally sensitive content in the
context of health and patient care. The
Guide has the potential of improving
care of patients worldwide, providing
information that is representative of the
diverse customers, healthcare providers,
students, and patients we serve.
ENGAGE Volunteer of the Year:
Women’s Initiative Network
The first Women’s Initiative Network
(WIN) at Wolters Kluwer founded by
Global Business Services focuses on
four key areas: networking/events,
mentorship, learning and development,
and communications of initiatives. WIN
has hosted several virtual networking/
wellness events, training sessions,
Women’s History Month celebrations,
and piloted a mentorship program. What
is more, this organizational model has
been leveraged by other divisions as a
blueprint to set up their own WIN groups.
Sustainability continued
58 Wolters Kluwer 2022 Annual Report
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Wolters Kluwer 2022 Annual Report 59
Task Force on Climate-related Financial Disclosures (TCFD)
GOVERNANCE OUR APPROACH AND ACTIONS – See also Corporate Governance and Report of the Supervisory Board
Describe the board’s oversight of
climate-related risks andopportunities.
Oversight of climate change impacts resides with our Executive Board and Supervisory Board as part of their
overall supervision of sustainability matters.
Describe management’s role
inassessing and managing climate-
related risks and opportunities.
The Executive Board and Supervisory Board receive regular formal updates on environmental, social, and
governance topics, including climate-related matters. We will further define management’s role as we progress
our assessment of climate-related risks and opportunities.
STRATEGY OUR APPROACH AND ACTIONS
Describe the climate-related risks and
opportunities the organization has
identified over the short, medium,
andlong-term.
We are making steady progress in identifying short, medium, and long-term climate-related risks and
opportunities. In2022, we identified a range ofpotential climate-related physical and transitional risks to put
forward for further assessment through a climatescenario analysis. We intend to disclose more details about the
climate-related risks and opportunities that we have identified in our 2023 Annual Report.
Describe the impact of climate-
related risks and opportunities on the
organization’s businesses, strategy,
andfinancial planning.
In 2022, we started a preliminary qualitative scenario analysis. This analysis indicated that physical climate-
related risks are unlikely to have a material impact on our company. We will further develop our climate scenario
analysis and assess the impact of climate-related risks and opportunities in 2023. For the impact of climate-
related risks on the estimates and judgments applied in the financial statements, refer to Note 3 - Accounting
Estimates and Judgments.
Describe the resilience of the
organization’s strategy, taking into
consideration different climate-related
scenarios, including a 2°C orlower
scenario.
We have selected two different climate-related scenarios – Business As Usual and 1.5 degrees warming – to
assess and explore our risks and opportunities in a range of potential future states and time horizons. To assess
physical risks, we are using Relative Concentration Pathways scenarios from the IPCC. To assess transition risks,
we are using World Energy Outlook scenarios from the International Energy Agency. We intend to disclose the
outcomes ofthe qualitative climate scenario analysis in our 2023 Annual Report.
RISK MANAGEMENT OUR APPROACH AND ACTIONS – See also Risk Management
Describe the organization’s processes
for identifying and assessing climate-
related risks.
Starting in 2021, we have been assessing the impacts of climate change annually as part of the risk assessment
process led by our Corporate Risk Committee. In 2022, we broadened this process by holding a working session
toexamine potential physical and transition climate-related risks for the company.
Describe the organization’s processes
for managing climate-related risks.
Our Corporate Risk Committee monitors material risks and determines mitigating actions with a focus on
company-wide, non-business specific risks. These includes risks which may result from climate change, such as
the risk of business disruption due to adverse weather conditions. Once we have completed and analyzed the
results of the climate impact assessment, we will determine how to monitor and manage the identified risks and
opportunities.
Describe how processes for identifying,
assessing, and managing climate-
related risks are integrated into the
organization’s overall riskmanagement.
Climate-related risks have been integrated in our annual risk assessment process since 2021. In 2022, climate
change was added as a new risk in our enterprise risk management process, which is led by our Corporate Risk
Committee and approved by the Executive Board and Audit Committee.
METRICS AND TARGETS OUR APPROACH AND ACTIONS – See also Sustainability – Environmental responsibility
Describe the targets used by the
organization to manage climate-
related risks and opportunities and
performance against targets.
We have committed to reduce our emissions in line with 1.5°C global warming and reaching net-zero no later
than by 2050. Early 2023, we have submitted near-term targets to the Science Based Targets initiative for
validation. We also have a target for the elimination of on-premise servers as part of our journey to the cloud
program.
Disclose the metrics used by the
organization to assess climate-related
risks and opportunities in line with its
strategy and risk management process.
Our metrics to assess climate-related risks are included in the Environmental responsibility section of this
Sustainability chapter.
Disclose scope 1, scope 2, and, if
appropriate, scope 3 greenhouse gas
(GHG) emissions, and the relatedrisks.
We disclose our scope 1, scope 2, scope 3.6 and 3.7 GHG emissions, as well as 2019 base year GHG emissions of all
other material scope 3 emission categories.
During 2022, we completed a gap assessment and developed a roadmap to align
our reporting with the TCFD over the coming years. Below we set out our current
disclosures and plans to further align with the TCFD recommendations.
60 Wolters Kluwer 2022 Annual Report
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NON-FINANCIAL INFORMATION
STATEMENT
We disclose non-financial information as required under the Non-Financial Information
Decree (Besluit bekendmaking niet-financiële informatie) and section 2:391(1) of the
Dutch Civil Code. As such, we have issued a non-financial information statement.
The table below provides an overview of the relevant sections per topic.
Responsible supplychain Sub-topic Relevant sections of annual report
Business
model
Description of the company’s
businessmodel
Business model and strategy
Stakeholders and value creation
Environmental matters Description of policies
Outcome of policies
How risks are managed
Non-financial key performance
indicators:
• Energy consumption and water
consumption of offices;
• Scope 1, 2, 3.6, and 3.7 GHG emissions;
• % revenues from digital
and services;
• Number of suppliers
that signed our Supplier
Code of Conduct or have
an equivalent;
• % organic reduction of real estate;
and
• Number of servers
decommissioned.
Sustainability – Environmental
responsibility
Sustainability – Social responsibility
– Responsible supply chain
Risk management – Business
interruption
Sustainability – Materiality
Social and employee
matters
Description of policies
Outcome of policies
How risks are managed
Non-financial key performance
indicators:
• % of gender diversity;
• % of ethnic diversity (U.S.);
• Employee engagement score;
• Employee belonging score;
• Employee turnover rate;
• Performance review rate;
• Optional learning hours;
• % of family-related leaves (U.S.);
• % of employees with disabilities
(U.S.); and
• Volunteer days spent by employees.
Sustainability – Employee
engagement and talentmanagement
Sustainability – Diversity, equity,
inclusion, and belonging
Sustainability – Social responsibility
Risk Management – Talent
andorganization
Sustainability – Materiality
Human rights matters Description of policies
Outcome of policies
How risks are managed
Non-financial key performance
indicators:
• Number of suppliers
that signed our Supplier
Code of Conduct or have their
own equivalent; and
• % of employees above living wage
benchmark.
Sustainability – Social responsibility
Sustainability – Materiality
Risk Management – Regulatory
andcompliance
Sustainability continued
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Wolters Kluwer 2022 Annual Report 61
EU TAXONOMY REGULATION
DISCLOSURE
We disclose information on how and to what extent our activities are associated with
economic activities that qualify as environmentally sustainable in accordance with
Regulation of the European Union 2020/852 (Taxonomy Regulation). The Taxonomy
Regulation lays out a classification system to define environmentally sustainable
economic activities based on technical screening criteria. We reviewed our economic
activities against the technical screening criteria for economic activities with significant
contribution to climate change mitigation and adaptation (as described in Annex I and
Annex II of the Delegated Act supplementing the Taxonomy Regulation) to determine
whether we have any Taxonomy-eligible activities. After careful review of the technical
screening criteria, we have concluded that immaterial economic activities carried out by
Wolters Kluwer can be considered as eligible activity under the Taxonomy Regulation. As
we have immaterial eligible activities, we did not disclose the tables as prescribed by
Article 2.2 of the Commission Delegated Regulation EU 2021/2178.
EU Taxonomy KPIs for 2022 Turnover CapEx OpEx
Eligible and aligned 0% 0% 0%
Eligible and not aligned 0% 0% 0%
Not eligible 100% 100% 100%
Total 100% 100% 100%
NON-FINANCIAL INFORMATION
STATEMENT CONTINUED
Responsible supplychain Sub-topic Relevant sections of annual report
Anti-corruption and
bribery matters
Description of policies
Outcome of policies
How risks are managed
Non-financial key performance
indicators:
• % of employees that completed the
Annual Compliance Training;
• Number of SpeakUp concerns; and
• Number of suppliers that signed
our Supplier Code of Conduct
or have an equivalent.
Sustainability – Ethics, compliance,
and governance
Sustainability – Social responsibility
– Responsible supply chain
Sustainability – Materiality
Risk Management – Regulatory and
compliance
SECTION OVERVIEW
GOVERNANCE
→ Corporate Governance
page 63
→ Risk Management
page 67
→ Statements by the Executive Board
page 78
→ Executive Board and Supervisory Board
page 79
→ Report of the Supervisory Board
page 81
→ Remuneration Report
page 87
62 Wolters Kluwer 2022 Annual Report
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Governance
← →
Wolters Kluwer 2022 Annual Report 63
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. 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
The company has reviewed the new
Corporate Governance Code which
was published in December 2022 and
will become applicable as of reporting
year 2023. The company will work on
implementation of the revised Corporate
Governance Code during 2023 and report
on compliance in its 2023 Annual Report.
EXECUTIVE BOARD
The Executive Board consists of the
CEO and CFO and is entrusted with the
management and day-to-day operations
of the company. The Executive Board is
responsible for achieving the company’s
aims, the strategy and associated risk
profile, the development of results,
and sustainability and environmental,
social, and governance (ESG) matters.
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
takes into account the interests of the
company and its affiliated businesses,
as well as the relevant interests of the
company’s stakeholders. The members of
the Executive Board are appointed by the
General Meeting of Shareholders. The full
procedure for appointment and dismissal
of members of the Executive Board is
explained in the company’s Articles of
Association. Information on the members
of the Executive Board is provided in the
section Executive Board and Supervisory
Board.
→ See our Executive Board and Supervisory
Board onpage 79
Remuneration
The remuneration of the Executive
Board is determined by the Supervisory
Board based on the remuneration policy
adopted by the General Meeting of
Shareholders in the 2021 Annual General
Meeting of Shareholders by a majority
of 97% of the share capital represented.
The Supervisory Board is responsible for
the execution of the remuneration policy,
based on the advice of the Selection
and Remuneration Committee. Detailed
information about the remuneration
policy and its application in 2022 can be
found in the Remuneration Report.
Under the Long-Term Incentive Plan
(LTIP), Executive Board members can
earn ordinary shares after a vesting
period of three years, subject to clear
and objective three-year performance
criteria established in advance. Pursuant
to the amended remuneration policy, the
Executive Board members are required,
in line with Best Practice Provision 3.1.2
(vi) of the Corporate Governance Code,
to hold the earned shares (net of taxes)
after vesting for two more years (starting
with the 2021-2023 performance period).
However, if an Executive Board member is
eligible for a company-sponsored deferral
program and chooses to participate by
deferring LTIP proceeds upon vesting,
then such Executive Board member
will be required to hold the remaining
vested shares or a minimum of 50% of
vested shares (net of taxes), whichever
is higher, for a two-year period. For the
prior performance periods up to and
including the 2020-2022 cycle, Executive
Board members are not required to retain
the shares for a period of two years
post vesting.
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. The corporate governance
structure of the company is based on the company’s
Articles of Association, the Dutch Civil Code, the Dutch
Corporate Governance Code published in 2016 (the
‘Corporate Governance Code’), and all applicable laws
and regulations.
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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. The number of board
memberships of all Supervisory Board
members is currently in compliance with
the maximum number of board seats
allowed under Dutch law.
Further information on the Supervisory
Board members can be found in the
section Executive Board and Supervisory
Board.
→ See Executive Board and Supervisory Board
onpage 79
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 layers of management
below Executive Board level. Operating
managers, including divisional CEOs,
are regularly invited to present to the
Supervisory Board on the operations
in general and business development.
In addition, the company facilitates
visits to business units and individual
meetings with staff and line managers.
Various members of staff also attend
Audit Committee and Selection and
Remuneration Committee meetings.
Committees of the Supervisory Board
The Supervisory Board has two standing
committees: the Audit Committee and the
Selection and Remuneration Committee.
The responsibilities of these committees
can be found in their respective Terms
of Reference. A summary of the main
activities of these committees, as well
creation strategy, the effectiveness of
the company’s internal risk management
and control systems, and the integrity
and quality of the financial reporting.
The Supervisory Board also has due
regard for sustainability and ESG matters.
In addition, certain resolutions of the
Executive Board must be approved by the
Supervisory Board.
These resolutions are listed in the
By-Laws of the Supervisory Board and
include:
• Transactions in which there are conflicts
of interest with Executive Board members
that are of material significance for the
company or the Executive Board member;
• Acquisitions or divestments of which the
value is at least equal to 1% of the annual
consolidated revenues of the company;
• The issuance of new shares or granting of
rights to subscribe for shares; and
• The issuance of bonds or other external
financing of which the value exceeds 2.5%
of the annual consolidated revenues.
The responsibilities of the Supervisory
Board are set out in the By-Laws of the
Supervisory Board.
Appointment and composition
The members of the Supervisory Board
are appointed by the General Meeting
of Shareholders. The full procedure of
appointment and dismissal of Supervisory
Board members is explained in the
company’s Articles of Association. The
current composition of the Supervisory
Board can be found in the sections
Executive Board and Supervisory Board,
and Report of the Supervisory Board. The
composition of the Supervisory Board
will always be such that the members are
able to act critically and independently
of one another, the Executive Board, and
any particular interests. As a policy, the
Supervisory Board in principle aims for
all of its 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.
Term of appointment
Since the introduction of the first
Corporate Governance Code in 2004,
Executive Board members are appointed
for a period of four years after which
reappointment is possible, in line
with Best Practice Provision 2.2.1 of the
Corporate Governance Code. The existing
contract with Ms. McKinstry, who was
appointed before the introduction of the
first Corporate Governance Code and has
an employment contract for an indefinite
period, will remain honored.
Severance arrangements
With respect to future Executive Board
appointments, the company will, as a
policy, comply with Best Practice Provision
3.2.3 of the Corporate Governance Code
regarding the maximum severance
remuneration in the event of dismissal.
In line with this Best Practice Provision,
the contract with Mr. Entricken contains
a severance payment of one year’s
base salary. However, the company will
honor the existing contract with Ms.
McKinstry who was appointed before the
introduction of the first Dutch Corporate
Governance Code.
Change of control
The employment contracts of the
Executive Board members and a small
group of senior executives contain
stipulations with respect to a change
of control of the company. According to
these stipulations, in the case of a change
of control, the relevant persons will
receive 100% of the number of conditional
rights on shares awarded to them with
respect to pending Long-Term Incentive
Plans of which the performance periods
have not yet ended. In addition, they are
entitled to a cash severance payment if
their employment agreements would end
following a change of control.
SUPERVISORY BOARD
The Supervisory Board supervises the
policies of the Executive Board and
the general affairs of the company and
its enterprise, taking into account the
relevant interests of the company’s
stakeholders, and advises the Executive
Board. The supervision includes the
implementation of the long-term value
Corporate Governance
continued
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Wolters Kluwer 2022 Annual Report 65
our Code of Business Ethics and other key
compliance policies and SpeakUp. In 2022,
99% of employees completed the Annual
Compliance Training. More information on
our Code of Business Ethics and SpeakUp
program can be found in the chapter
Sustainability.
→ Read more about our Code of Business
Ethics onpage 49
RISK MANAGEMENT
The Executive Board is responsible
for identifying and managing the risks
associated with the company’s strategy
and activities and is supervised by the
Supervisory Board. The Audit Committee
undertakes preparatory work for the
Supervisory Board in this area. Wolters
Kluwer has implemented internal risk
management and control systems which
are embedded in the operations of the
businesses to identify significant risks
to which the company is exposed, and
to enable the effective management of
those risks. The aim of the systems is to
provide a reasonable level of assurance
on the reliability of financial reporting.
For a detailed description of the risks
and the internal risk management and
control systems, reference is made to
Risk Management.
→ See Risk Management onpage 67
ENVIRONMENTAL, SOCIAL, AND
GOVERNANCE MATTERS
The Executive Board and the Supervisory
Board are committed to and oversee
Wolters Kluwer’s sustainability and
ESG priorities and performance. The
Executive Board discusses the progress
on the ESG priorities in quarterly update
meetings with the Corporate ESG team,
in addition to individual updates as
appropriate by relevant functional owners.
The Supervisory Board is informed on a
regular basis as well. The Executive Board
and Supervisory Board provide feedback
that shapes the development of relevant
ESG initiatives. For a detailed description
of our ESG performance, reference is
made to Sustainability.
→ See Sustainability on page 36
the company operates. Four nationalities
are represented on the Supervisory Board.
The composition of the Supervisory Board
is in line with its diversity policy, Dutch
law, and the competency, skills, and
experience requirements as decribed in
its profile.
→ See our Executive Board and Supervisory
Board onpage 79
INSIDER DEALING POLICY
The members of the Executive Board
and the Supervisory Board are bound
to the Wolters Kluwer Insider Dealing
Policy and are not allowed to trade in
Wolters Kluwer securities when they
have inside information or during closed
periods. These periods begin either on
the first business day of the quarter, or 30
calendar days prior to the publication of
Wolters Kluwer’s annual results, half-year
results, first-quarter trading update, and
nine-month trading update, whichever is
earlier. The day after the announcement
of these results or updates, the Board
members can trade again, with prior
approval of the securities compliance
officer, which will be granted if they do
not have inside information at that point
in time.
CULTURE
Our Executive Board is responsible for
setting the tone for our culture from the
top. The Executive Board has adopted
company values that serve as guidelines
for our employees and are at the heart
of the company’s future success. Our
values propel us to put the customer
at the center of everything we do,
honor our commitment to continuous
improvement and innovation, aim high
and deliver the right results, and most
importantly: win as a team. Our values
are a key part of our company culture
and are also integrated into our Code
of Business Ethics, that sets forth the
ethical standards that are the basis
for our decisions and actions, and for
achieving our goals. The Executive Board
and the Supervisory Board are committed
to ensure high standards of ethics and
integrity and promote openness through
our SpeakUp program. Our employees
receive Annual Compliance Training about
as the composition, can be found in the
Report of the Supervisory Board.
Remuneration
The remuneration of the Supervisory
Board members is determined by the
General Meeting of Shareholders. The
remuneration does not depend on the
results of the company. The Supervisory
Board members do not receive shares or
stock options by way of remuneration, nor
are they granted loans. The remuneration
policy was adopted by the General
Meeting of Shareholders in 2021. For
more information on remuneration, see
Remuneration Report.
→ See Remuneration Report onpage 87
DIVERSITY
Diversity, equity, inclusion, and belonging
(DEIB) is an important topic for the
Supervisory Board and Executive Board.
The diversity policy for the Supervisory
Board is included as an annex to the
Supervisory Board By-Laws. Elements
of diversity include nationality, gender,
age, and expertise. Based on Dutch
law, the Supervisory Board must have a
representation of at least 33% male and
at least 33% female. For the Executive
Board, we also have a target of at least
33% representation of both male and
female. These targets are currently met.
In accordance with Dutch legislation
which became applicable in 2022, we
have also set a target to increase the
female representation in our executive
career band by 2% by 2028 from a 2022
baseline. In the coming years we will work
towards achieving this through equitable
and inclusive employee practices
and experiences that improve female
representation in hiring, promotions,
and talent retention. Our Chief Human
Resources Officer reports into our CEO
and Chair of the Executive Board, who
as such has ultimate responsibility for
the DEIB strategy and the execution
thereof. For more information on DEIB,
see Sustainability. Currently, the male/
female representation of the Supervisory
Board is 43/57% and of the Executive
Board 50/50%. The Supervisory Board
composition also comprises expertise
within the broad information industry as
well as specific market segments in which
50%
of the Executive Board members are female
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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 and in Wolters Kluwer Shares
and Bonds.
→ See Wolters Kluwer Shares and Bonds
onpage 226
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).
As a consequence, 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, and the Remuneration Policy
for the Supervisory Board, please visit
the Corporate Governance section on
our website.
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, and
the Remuneration Policy for the
Supervisory Board are available at
www.wolterskluwer.com/en/investors/
governance/policies-and-articles
ACQUISITION OF SHARES IN THE
COMPANY
Acquisition of shares in the company
(share buybacks) may only be effected
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 April
21, 2022, 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, 2022,
Wolters Kluwer N.V. held 8,801,532 shares
in the company (3.42% interest).
PREFERENCE SHARES
Wolters Kluwer N.V. and the Wolters
Kluwer Preference Shares Foundation
(the Foundation) have concluded an
agreement based on which preference
shares can be taken by the Foundation.
This option on preference shares is
at present a measure that could be
considered as a potential protection
at Wolters Kluwer against exercising
influence by a third party on the
policy of the company without the
consent of the Executive Board and the
Supervisory Board, including events that
could threaten the strategy, continuity,
independence, identity, or coherence
between the activities of the company.
The Foundation is entitled to exercise
the option on preference shares in such
a way that the number of preference
shares taken will be no more than 100%
of the number of issued and outstanding
ordinary shares at the time of exercise.
Among others by the exercise of the
option on the preference shares by the
Foundation, the Executive Board and the
Supervisory Board will have the possibility
to determine their position with respect
to, for example, a party making a bid
on the shares of Wolters Kluwer and its
plans, or with respect to a third party
that otherwise wishes to exercise decisive
influence, and enables the Boards to
examine and implement alternatives. All
members of the Board of the Foundation
are independent from the company.
→ See the Report of the Wolters Kluwer
Preference Shares Foundation onpage 225
SHAREHOLDERS AND THE GENERAL
MEETING OF SHAREHOLDERS
At least once a year, Wolters Kluwer holds
a General Meeting of Shareholders. The
agenda of the Annual General Meeting of
Shareholders shall in each case contain
the report of the Executive Board, the
report of the Supervisory Board, the
Remuneration Report, the adoption
of the financial statements, and the
proposal to distribute dividends or other
distributions. Resolutions to release the
members of the Executive Board and the
Supervisory Board from liability for their
respective duties is voted on separately.
In 2022, shareholders with voting rights for
approximately 79% of the issued capital
of the company were represented at the
Annual General Meeting of Shareholders.
Shareholders who alone or jointly
represent at least half a percent (0.5%) of
the issued capital of Wolters Kluwer shall
have the right to request the Executive
Board or Supervisory Board to put items
on the agenda of a General Meeting of
Shareholders, provided that such requests
are made in writing at least 60 days
before a General Meeting of Shareholders.
AMENDMENT ARTICLES OF
ASSOCIATION
A resolution to amend the Articles of
Association may only be passed by the
General Meeting of Shareholders at the
proposal of the Executive Board, subject
to the approval of the Supervisory Board.
ISSUANCE OF SHARES
The Articles of Association of the company
determine that shares may be issued at
the proposal of the Executive Board and
by virtue of a resolution of the General
Meeting of Shareholders, subject to
designation of the Executive Board by the
General Meeting of Shareholders. At the
Annual General Meeting of Shareholders
of April 21, 2022, 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.
Corporate Governance
continued
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Wolters Kluwer 2022 Annual Report 67
Risk Management
INTRODUCTION
In 2022, the world has seen more and
intensifying crises and interlocking
risks, including geopolitical tensions,
looming recessions, accelerating inflation,
pressure on employee welfare, global
skills deficits, and an increasingly
industrialized cyberattack landscape.
While these developments impact us to
varying degrees, our overall risk profile
remains relatively unchanged. Although
the outlook for 2023 is uncertain on many
fronts, there is confidence in our ability
to execute our strategy and demonstrate
its resilience in the face of crises and
marketplace challenges.
RESPONSIBILITY FOR RISK
MANAGEMENT
Our Executive Board is responsible for
overseeing risk management and internal
controls at Wolters Kluwer. Our CEO is
responsible for strategic and operational
risks and our CFO is responsible for legal
& compliance and financial & financial
reporting risks. The Supervisory Board
supervises the Executive Board regarding
the effectiveness of the internal risk
management and control systems. On
behalf of the Supervisory Board, the Audit
Committee monitors the efficiency of our
risk management system. It also carries
out preparatory work for the annual
discussion within the full Supervisory
Board around the effectiveness of
our internal risk management and
control systems.
Our Corporate Risk Committee monitors
material risks and mitigating actions with
a focus on company-wide, non-business
specific risks. This committee also
oversees the mitigation of certain risks
that emerge and require a centralized
approach. The Corporate Risk Committee
is chaired by our CFO and comprises
representatives of the various functional
departments, including Internal Audit,
Internal Control, Legal and Compliance,
Sustainability, Human Resources, Treasury,
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.
Our Executive Board reviews an annual
assessment of pertinent risks and
mitigating actions. It diligently evaluates
that assessment against the pre-defined
risk appetite. Based on this assessment,
the Executive Board reviews the design
and effectiveness of the internal risk
management and control systems. In
doing so, it considers the company’s risk
appetite and the recommendations from
internal assurance functions and the
Corporate Risk Committee. Our internal
risk management and control systems
cannot provide absolute assurance for the
achievement of our company’s objectives
or the reliability of the financial reporting,
or entirely prevent material errors, losses,
fraud, and violation of applicable laws
and regulations.
Managing risks is integrated into the
operations of our divisions and operating
entities, supported by several staff
functions. The Executive Board is informed
by divisional management about risks on
divisional and operational entity levels as
part of the regular planning and reporting
cycles.
INTERNAL CONTROL SYSTEMS
Our Internal Control Framework for
financial reporting (ICF) is based on
the COSO (Committee of Sponsoring
Organizations of the Treadway
Commission) 2013 framework. It is
designed to provide reasonable assurance
that the results of our business are
accurately reflected in our internal and
external financial reporting.
The ICF is deployed by the operating
business units and central functions and
reviewed and tested by internal control
officers. We carry out an annual risk
assessment program for financial and IT
general control risks to determine the
scope and controls to be tested. As part
of that scope, key controls are tested
annually. The test results are reported to
the Executive Board, the Audit Committee,
and internal auditors on a quarterly basis.
Where needed, remedial action plans are
designed and implemented to address
significant risks as derived from internal
control testing, and internal and external
audits.
INTERNAL AUDIT AND RISK
MANAGEMENT FUNCTIONS
Our global Internal Audit department
provides independent and objective
assurance and advice. It is guided
by a philosophy of adding value by
continuously improving, 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.
This section provides an overview of our approach
to risk management. It also includes an overview of
the main risks we identify and the actions we take
to mitigate these risks.
Risk type Balanced Conservative Minimal
STRATEGIC
OPERATIONAL
LEGAL & COMPLIANCE
FINANCIAL &
FINANCIAL REPORTING
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RISK APPETITE
EMERGING RISKS
Starting in 2021, climate change has
been integrated in our annual risk
assessment process. Climate-related
risks are recognized as emerging risks
that we assess and monitor. See the
section Task Force on Climate-related
Financial Disclosures on page 59 for more
information about climate-related risks.
Other risks which emerged in recent
years and that we continue to monitor
include data privacy (reported under
the regulatory and compliance risk)
and data governance. The latter area
continues to be of interest as we continue
to accumulate more and new types of
(sensitive) data, and deal with the growing
exposure to regulatory, ethical, and data
security risks.
assessed. Some existing risks may have
been assessed as not significant. However,
they could develop into a material
exposure for our company in the future
and have a significant adverse impact on
our business.
Our risk management and internal control
systems have been designed to identify,
mitigate, and respond to risks in a timely
manner. However, it is not 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 are prepared to take duly balanced
risks in certain strategic areas, such
as acquisitions, expansion in high-
growth countries, 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 and compliance
and financial and financial reporting
risk categories. We carefully weigh risks
against potential rewards.
Our Internal Audit department works
according to an audit plan which is
discussed with the external auditors, the
Executive Board, and the Audit Committee.
The plan, which is approved by the
Executive Board and the Supervisory
Board, is based on risk assessments. It
focuses on strategy execution, financial
reporting risks, and operational risks,
including IT-related risks.
Our global Risk Management department
facilitates risk prevention, protection,
response, and recovery programs via
procurement of insurance; incident and
related claims management, and business
continuity management; loss control
programs; and other initiatives to mitigate
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
we are taking to prevent or mitigate
the occurrence and/or impact of these
risks. It is not our intention to provide
an exhaustive description of all possible
risks. There may be risks that are not
yet known or that we have not yet fully
Risk Management
continued
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Wolters Kluwer 2022 Annual Report 69
STRATEGIC
• Macroeconomic
conditions
• Competition
• Changes in technology,
business models, and
customer preferences
• Mergers and
acquisitions
• Divestments
OPERATIONAL
• IT and cybersecurity
• Supply chain
dependency and project
execution
• Talent and organization
• Fraud
• Business interruption
• Brand and reputation
LEGAL & COMPLIANCE
• Regulatory and
compliance
• Contractual compliance
• Intellectual property
protection
• Legal claims
FINANCIAL &
FINANCIAL REPORTING
• Treasury
• Post-employment
benefits
• Taxes
• Misstatements,
accounting estimates
and judgments, and
reliability of systems
Emerging risks: climate change and data governance
STRATEGIC RISKS
Risk description and impact Mitigation
Macroeconomic conditions
Demand for our products and services
may be adversely affected by factors
beyond our control, such as economic
conditions, pandemics, government
policies, political uncertainty, acts of war,
and civil unrest.
We monitor relevant political and macroeconomic developments (e.g., the Russian-
Ukrainian war, the global COVID-19 pandemic, inflation, and energy markets) so we can
respond quickly to risks and opportunities. We take steps to minimize the impact on our
financial performance while also continuing to support our customers and employees.
Recurring revenues represent approximately 80% of our consolidated group revenues,
providing visibility and resilience in times of uncertainty. Our exposure to a diverse
range of customer segments and geographic markets, with a variety of products
and services, reduces the impact of sector- or country-specific uncertainty. Most of
our subscription-based digital information and software products are critical to the
workflow of our customers, providing further resilience.
During times of uncertainty, our business units, in particular those that are exposed to
transactional or other non-recurring revenues, can deploy a range of actions to support
revenues and defend profits. For example, we can place greater efforts on retention,
cross-selling, and upselling to existing customers and take a defensive approach to
pricing to support revenues. 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 an appropriate response to competitive threats in
the markets which we operate in.
Our product and service offerings are varied and very specialized, often embedded
in the professional’s daily workflow, and span multiple customer segments, forming a
natural defense against existing or potential new competitors. Strategically, we invest
approximately 10% of revenues each year under our current three-year strategic plan in
product development to enhance and expand our expert solutions and to transform our
information products so we can maintain or strengthen our competitive positions and
support innovation and growth.
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STRATEGIC RISKS CONTINUED
Risk description and impact Mitigation
Changes in technology, business
models, and customer preferences
Demand for our products and services
could be affected by disruptive new
technologies, changes in revenue models,
evolving customer preferences, and other
market developments.
We monitor trends in the markets in which we operate, such as technological
developments, and consider how these might affect our businesses in the short term
and long term. We also monitor customer needs and preferences by tracking net
promoter scores, by engaging with customers through advisory boards, and by hosting
and participating in industry conferences. This deep understanding of our customers’
needs and workflows, combined with our understanding of new technologies, helps us
align our offerings to long-term market trends.
A core tenet of our strategy is to reinvest approximately 10% of group revenues into
product development, so we can keep our solutions relevant. This investment includes
the deployment of advanced technologies and the development of cloud-based
solutions.
Mergers and acquisitions
We supplement organic growth with
selected acquisitions which expose us
to a variety of risks that could affect
the future revenues and profits of the
acquired businesses. These risks are
related to factors such as the retention
of customers and key personnel, the
process of integrating the target, the
controls surrounding the target’s IT
security and 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 accretive to diluted adjusted earnings per share in the first
full year of ownership.
Investment decisions are very selective. We focus on businesses with proven track
records and relatively predictable or recurring revenues that we expect to enhance our
growth or margin. We prefer to acquire businesses that present strategic synergies with
our existing operations. Capital allocation towards acquisitions is balanced across our
divisions and across geographic regions.
We conduct extensive due diligence of acquisition targets, using internal expertise
and external due diligence professionals, including those with deep expertise in
relevant industry verticals. In recent years, we have increased our due diligence efforts
around data privacy and IT security and have employed a more standardized approach
to IT and software due diligence. We have an annual review process of acquisitions,
looking back three years, and incorporate lessons learned from prior transactions
into our process.
We use contractual indemnities and warranties from the seller and deal structures
designed to retain management and we assure alignment between the purchase price
and the performance of the acquired company.
Post-acquisition plans are developed with the support of our corporate integration
team. The Executive Board approves acquisition integration plans prior to completing
acquisitions and actively monitors acquisitions after completion.
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.
Risk Management
continued
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Wolters Kluwer 2022 Annual Report 71
OPERATIONAL RISKS
Risk description and impact Mitigation
IT and cybersecurity
Our business is exposed to IT-related
risks and cyber threats that could
affect our IT infrastructure, system
availability, application availability,
and the confidentiality and integrity
of information.
We operate a global cybersecurity program to protect our organization, products, and
customers. This program governs the execution of cybersecurity projects and provides
management accountability at various levels. The program is assessed annually by
an independent third party and is based on the National Institute of Standards and
Technology Cybersecurity Framework (NIST-CSF).
We maintain a Global Information Security Policy and work to keep all operations
aligned to this standard. IT General Controls form an integral part of Wolters Kluwer’s
Internal Control Framework and are aligned with our Global Information Security Policy.
We periodically test controls over data and security programs to ensure we protect
confidential and sensitive data. We assess controls against industry standards such
as American Institute of Certified Public Accountants (AICPA) criteria and International
Organization of Standard (ISO) requirements. We complete regular SOC 2 attestations of
our cloud-managed services and conduct risk due diligence for all critical vendors.
We have IT disaster recovery and incident management capabilities in place to respond
to cyberattacks.
All employees are required to complete annual online education on our IT security
policy and training on security awareness. Our employees’ mobile devices are protected
using a mobile device management solution while multi-factor authentication has been
implemented for all users with access to our critical internal IT systems.
Supply chain dependency and
projectexecution
Our operations depend on third-party
suppliers and could be adversely affected
by poor performance. Suppliers include
providers of cloud services, outsourced
and offshored data center services,
software development and maintenance
services, back-office transaction-
processing services, and other services.
Projects to implement new technology-
related initiatives or drive 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 third-party
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.
We ask suppliers that are managed through Global Business Services to sign the Wolters
Kluwer Supplier Code of Conduct or to provide an equivalent standard.
In 2022, we began a multi-year project to implement a new, state-of-the-art enterprise-
wide supply chain risk management process that ensures a consistent approach to
the intake of third-party services globally. This process aims to provide a 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 the success 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.
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OPERATIONAL RISKS CONTINUED
Risk description and impact Mitigation
Talent and organization
Our ability to execute on our strategic
plan, including delivering on product
development roadmaps and other
investments, is highly dependent on our
ability to attract, develop, and retain
talent globally.
Our extensive global talent management program aims to attract, retain, engage, and
develop the diverse talent we need to support our success as a business. This program
includes talent development, learning programs, talent recruitment and retention, and
succession planning.
Our global talent management function is supported by state-of-the-art, cloud-based
human resources technology. This facilitates an analytical and data-driven approach
and regular internal reporting of HR metrics. We conduct an employee engagement
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 reward structures
and programs to maintain market competitiveness to ensure we can attract and
motivate talent.
During 2022, we continued to prioritize the recruitment and retention of talent in a very
competitive market in order to have the resources to execute our strategic plan.
Fraud
We may be exposed to internal or
external fraudulent or related criminal
actions. These include cyber fraud and
theft of tangible or intangible assets from
the company.
Our Corporate Risk Committee frequently reviews potential exposure to fraudulent
activities so we can take appropriate and timely action.
We conduct regular reviews of adherence to the Code of Business Ethics, the Wolters
Kluwer Internal Control Framework, and other relevant frameworks and policies.
These policies and anti-fraud controls include effective segregation of duties; defined
approvals and delegations of authority; independent internal and external audits; risk-
based assessments including fraud; training; information and communication; and an
anonymous reporting hotline for concerns.
Our anti-fraud prevention, detection, protection, response, and recovery activities
include the use of technology to identify threats; annual compliance training for all
employees; awareness campaigns by our information security and corporate functions;
internal fraud alerts; anti-fraud and anti-cybercrime workshops and training for at-risk
businesses and functions; sharing of case studies and best practices; and measures
within our Supplier Code of Conduct and anti-fraud protections integrated into our
vendor management processes and payment card and banking practices.
Employees and vendors are encouraged to “pause for cause” and report suspected
activities, including fraud, via appropriate channels.
We continuously evaluate and improve our anti-fraud related process controls and
procedures, including reviewing manual controls and automating controls where
possible. As a consequence of increased work from home and the steady rise in
ransomware attacks globally, we expect cyber fraud risks may be amplified and
continue to assess and evolve the measures in place.
Risk Management
continued
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Wolters Kluwer 2022 Annual Report 73
OPERATIONAL RISKS CONTINUED
Risk description and impact Mitigation
Business interruption
Our business could be affected by major
incidents, such as cyberattacks, human
events (e.g., civil unrest and riots), and
physical risks which may relate to climate
change, such as extreme weather or
natural catastrophes, causing damage to
our facilities, IT systems, hardware, and
other tangible assets, or damage to our
data, brand, or other intangible assets.
This could result in business interruption
and financial or other loss.
We have a worldwide risk control and business continuity management program that
focuses on how to prepare for, protect against, respond to, and recover and learn
from major incidents. This program covers incident management, business continuity,
operational recovery, and IT disaster recovery. Our multi-disciplinary Global Incident
Management Program supports our ability to manage crises and incidents of all types.
We internally conduct regular location risk assessments and on-demand loss
control surveys of key operating companies and supplier locations with our insurers.
These underwriters work with our operating companies to cost-effectively implement
recommendations for continued improvement.
Our IT infrastructure and flex work policies allow our staff to conduct business
effectively from any location. Many of our businesses have diversified personnel
and support centers that have capabilities to cover and adapt between regions.
See page 59 for more information on climate-related risks.
Brand and reputation
With the increasing prominence of the
Wolters Kluwer brand, the company
potentially becomes more vulnerable to
brand or reputation risks.
The integrity of our brand and reputation is key to our ability to maintain trusted
relationships with our stakeholders, including employees, customers, and investors.
Our cross-functional global brand organization oversees the brand strategy and
implementation work of our Global Branding & Communications (GBC) team.
The GBC 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.
We monitor conversations taking place globally in the media and on social media
relating to our brand and thought leadership.
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LEGAL & COMPLIANCE RISKS
Risk description and impact Mitigation
Regulatory and compliance
Failure to comply with applicable laws,
regulations, internal policies, and ethical
standards, or breach of covenants in
financing and other agreements could
result in fines, loss or suspension
of business licenses, restrictions on
business, third-party claims, and
reputational damage. Legal limitations
to conduct business in certain countries
could affect our revenues.
We have established governance structures, policies, and control programs to ensure
compliance with laws, internal policies, and ethical standards. Our global ethics
& compliance program is designed to mitigate 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. 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, and trade sanctions, to assess the potential impact on our
businesses, products, and services. Political stability is a factor we consider in our
investments.
Contractual compliance
We could be exposed to claims by our
contractual counterparties based on
alleged non-compliance with contractual
terms. This includes the number of users
agreed upon, price commitments, and/or
service delivery.
We negotiate contracts with particular attention to risk transfer clauses, insurance,
limitations on liability, representations, warranties, and covenants.
For part of our vendor contracts, we use contract management systems to monitor
material contractual rights and obligations, and software tools to track the use of
software for which licenses are required. We are in the process of implementing a
global contract lifecycle management for our significant commercial agreements
which will help us manage compliance with third-party agreements, track key dates
and milestones, monitor compliance with our contracting policies and standards, and
mitigate operating risk by automating contracting processes.
We use contract playbooks prepared by our internal legal department to standardize
contract language and negotiation positions with respect to customer contracts.
Our limitation of liability policy establishes a market-based cap on liability that the
company will assume in agreements with customers subject to exceptions that may be
approved by a member of the Executive Board after balancing of risks and benefits.
Risk Management
continued
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Wolters Kluwer 2022 Annual Report 75
LEGAL & COMPLIANCE RISKS CONTINUED
Risk description and impact Mitigation
Intellectual property protection
Intellectual property rights could
be challenged, limited, invalidated,
circumvented, or infringed. Our ability
to protect intellectual property rights
may be affected by technological
developments or changes in legislation.
We protect our intellectual property rights in order 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 business lines
in compliance with local laws and fiscal regulations.
We manage a range of insurable risks by arranging insurance coverage for potential
liability exposures.
FINANCIAL & FINANCIAL REPORTING RISKS
Risk description and impact Mitigation
Treasury
We are exposed to a variety of financial
risks, including market, liquidity, and
credit risks. Our results are subject to
movements in exchange rates.
Whenever possible, we mitigate the effects of currency and interest rate fluctuations on
net profit, equity, and cash flows by creating natural hedges, by matching the currency
profile of income and expenses and of assets and liabilities.
When natural hedges are not present, we aim to realize the same effect with the aid
of derivative financial instruments. We have identified hedging ranges and put policies
and governance in place, including authorization procedures and limits.
We purchase or hold derivative financial instruments only with the aim of mitigating
risks. The cash flow hedges and net investment hedges qualify for hedge accounting as
defined in IFRS 9 Financial Instruments. We do not purchase or hold derivative financial
instruments for speculative purposes.
The Treasury Policy on market risks (currency and interest), liquidity risks, and credit
risks is reviewed by the Audit Committee, with quarterly reporting by the Treasury
Committee to the Audit Committee on the status of these financial risks.
In 2022, we diminished liquidity risk by securing additional funding with a new
€500 million four-year Eurobond. Furthermore, we agreed to the final one-year
extension of the €600 million multi-currency revolving credit facility such that the
facility now matures in 2025.
Further disclosure and detailed information on financial risks and policies is provided
in Note 30 – Financial Risk Management.
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FINANCIAL & FINANCIAL REPORTING RISKS CONTINUED
Risk description and impact Mitigation
Post-employment benefits
Funding of our post-employment benefit
programs, including frozen or closed
plans, could be adversely affected by
interest rates and the investment returns
on the 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 with
plan designs that reduce 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 of our plans. Our aim is to maximize returns while managing downside risk.
The accounting for defined benefit plans is based on annual actuarial calculations in
line with IAS 19 Employee Benefits, disclosed in Note 31 – Employee Benefits.
We executed an annuity buy-in for the Canada pension plan, transferring the liability
to an insurer while protecting the benefits for participants, eliminating the risk and
obligation for the company. We also annuitized our U.S. Retiree Life Insurance Plan,
transferring the liability to an insurer while protecting the benefits for participants,
eliminating the risk and obligation for the company for this plan as well. In the
Netherlands, while there was a delay in the implementation of the Pension Accord,
we are continuing to plan for those expected changes, working with the Pension Fund
Board and external experts.
Taxes
Changes in operational taxes and
corporate income tax rates, laws, and
regulations could adversely affect
our financial results, and tax assets
and liabilities.
Next to income taxes, most taxes are either transactional or employee-related and are
levied from the legal entities in the relevant jurisdictions.
We have tax policies in place and tax matters are dealt with by a professional tax
function, supported by external advisors.
We monitor legislative developments in the jurisdictions in which we operate and
consider the potential impacts of proposed regulatory changes.
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 16 – Income Tax Expense and Note 23 – Tax Assets and Liabilities set out further
information about income tax and related risks. As a leader in tax and accounting
products, we take our responsibility as a corporate citizen seriously. We provide training
to our tax staff where appropriate.
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. Further information on
this will be available on our website in the course of 2023. For the full version of the
Code, visit www.vno-ncw.nl/taxgovernancecode.
Risk Management
continued
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Wolters Kluwer 2022 Annual Report 77
FINANCIAL & FINANCIAL REPORTING RISKS CONTINUED
Risk description and impact Mitigation
Misstatements, accounting estimates
and judgments, and reliability
ofsystems
The processes and systems supporting
financial reporting may be susceptible
to unintentional misstatements or
manipulation. The preparation of
financial statements in conformity with
IFRS requires management to make
estimates, judgments, and assumptions.
The estimates and underlying
assumptions are based on historical
experience and various other factors that
are believed to be reasonable under the
circumstances. Actual results may differ
from those estimates.
We maintain an Internal Control Framework for financial reporting. Our Internal Audit
and Internal Control departments monitor progress in resolving any audit findings and
perform follow-up visits and remediation testing to determine whether those findings
are timely and effectively resolved.
Senior executives in our divisional 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 audit reviews are carried out to ensure compliance with policies
and procedures. These reviews also ensure that existing controls provide adequate
protection against actual risks.
Financial results are inquired and reviewed by our Business, Analysis & Control,
Consolidation, Group Accounting & Reporting, Treasury, and Corporate Tax departments
and the Executive Board, and in monthly development meetings as part of regular
business reviews.
Our Group Accounting & Reporting department periodically provides updates and
training to our businesses about changes in policies, accounting standards, and
financial focus areas. Reconciliation of statutory accounts is done by the Group
Accounting & Reporting and Corporate Tax departments, which includes a comparison
between group reported figures, statutory figures, and tax filings.
Sensitivity analysis
Fluctuations in currency exchange, discount, interest, and tax rates affect Wolters Kluwer’s results. The following table illustrates the
sensitivity to a change in these rates for adjusted operating profit and diluted adjusted EPS:
Potential impact
Adjusted
operating profit
€ millions
Diluted
adjusted EPS
€ cents
1% decline of the U.S. dollar against the euro (12) (3)
1% decrease in discount rate in determining the gross service costs for the post-employment benefit plans (5) (2)
1% increase in interest rate assuming same mix of variable and fixed gross debt n/a 0
1% increase in the benchmark tax rate on adjusted net profit n/a (5)
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The Executive Board is responsible for the
preparation of the financial statements in
accordance with International Financial
Reporting Standards (IFRS) as adopted
by the European Union and with Part
9 of Book 2 of the Dutch Civil Code.
The financial statements consist of
the consolidated financial statements
and the company financial statements.
The responsibility of the Executive
Board includes selecting and applying
appropriate accounting policies and
making accounting estimates that are
reasonable in the circumstances.
The Executive Board is also responsible
for the preparation of the Report of
the Executive Board (bestuursverslag),
which for this statement includes the
Strategic Report, Corporate Governance,
and Risk Management, that is included
in the 2022 Annual Report. The Report
of the Executive Board and the Financial
Statements are prepared in accordance
with Part 9 of Book 2 of the Dutch Civil
Code. The Executive Board endeavors
to present a fair review of the situation
of the business at balance sheet date
and of the course of affairs in the
year under review. Such an overview
contains a selection of some of the main
developments in the financial year and
can never be exhaustive.
The company has identified the main
risks it faces, including financial reporting
risks. These risks can be found in Risk
Management. In line with the Dutch
Corporate Governance Code and the Dutch
Act on Financial Supervision (Wet op het
financieel toezicht), the company has not
provided an exhaustive list of all possible
risks. Furthermore, developments that are
currently unknown to the Executive Board
or considered to be unlikely may change
the future risk profile 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 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 on the basis of 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
over 2022 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 from the date hereof.
Therefore, it is appropriate to adopt the
going concern basis in preparing the
financial reporting;
• There are no material risks or
uncertainties that could reasonably be
expected to have a material adverse
effect on the continuity of the company’s
enterprise in the coming 12 months as
from the date hereof;
• The 2022 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 the situation
at the balance sheet date, the course
of affairs during the financial year of
the company, and the undertakings
included in the consolidation taken as a
whole, together with a description of the
principal risks that the company faces.
Alphen aan den Rijn, February 21, 2023
Executive Board
Nancy McKinstry
CEO and Chair of the Executive Board
Kevin Entricken
CFO and member of the Executive Board
Statements by the
ExecutiveBoard
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 Group Accounting & Reporting, Business Analysis
& Control, Internal Audit, Internal Controls, Investor Relations,
Mergers & Acquisitions, Taxation, Treasury, Risk Management,
Real Estate, and Legal Affairs.
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, Technology, Global Business Services,
Communications, Human Resources, Corporate Governance,
and Sustainability.
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Wolters Kluwer 2022 Annual Report 79
Executive Board
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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 Executive Committee member
of CDW Corporation
Other positions:
• Member of the Board
(Non-Executive Director) of
Hanesbrands, Inc.
• Member of the Board
(Non-Executive Director) of US
Foods, Inc.
• Member of the Board
(Non-Executive Director) of
Reynolds Consumer Products, Inc.
Heleen Kersten
Dutch, 1965, member of the
Selection and Remuneration
Committee. Appointed in 2022,
and current term until 2026.
Partner and Lawyer at Dutch law
firm Stibbe N.V.
Other positions:
• Member Supervisory
Board, Chair Nominating
and Corporate Governance
Committee, and member Audit
Committee and Compensation
Committee of STMicroelectronics
N.V.
• Chair of the Board of the Dutch
Red Cross
• Member Advisory Board Dutch
Institute of Internal Auditors
• Vice-Chair Supervisory Council
and Member Financial Committee
of Stichting Het Rijksmuseum
Jack de Kreij
Dutch, 1959, Vice-Chair of the
Supervisory Board, and Chair of the
Audit Committee. Appointed in 2020,
and current term until 2024.
Former CFO and Vice-Chair of the
Executive Board of Royal Vopak N.V.
Other positions:
• Member Supervisory Board, Chair
Audit Committee and member
ESG Committee of Royal Boskalis
Westminster N.V.
• Vice-Chair Supervisory Board
and Chair Audit Committee of
TomTom N.V.
• Member of the Board (Non-
Executive Director) and Chair
Audit Committee of Oranje Fonds
• Member of the Global Advisory
Board of Metyis
• Member of the Board of Stichting
Preferente Aandelen Philips
• Chair VEUO (Dutch Association of
Securities-Issuing Companies)
Bertrand Bodson
Belgian, 1975. Appointed in 2019, and
current term until 2023.
CEO and member of the Board of
Keywords Studios PLC, and former
Chief Digital Officer and member of
the Executive Committee of Novartis
Other positions:
• Member of the Board
(Non-Executive Director)
of Tesco PLC
Sophie V. Vandebroek
American, 1962, member of the
Audit Committee. Appointed in 2020,
current term until 2024.
Founder Strategic Vision Ventures,
LLC and former CTO of Xerox
Other positions:
• Member Board of Directors
(Non-Executive Director) and
member Finance and Governance
& Corporate Responsibility
Committees of IDEXX Laboratories,
Inc.
• Member Board of Directors
(Non-Executive Director) and
member Compensation and ESG
Committees of Inari Agriculture
• Member Board of Trustees and
member Compensation and
Nomination Committees of the
Boston Museum of Sciences
• Honorary Professor, KU Leuven
Faculty of Engineering Science
• Chair of the International
Advisory Board, Flanders AI
Research Program
• Strategic Advisor, Safar Partners
Chris Vogelzang
Dutch, 1962, member of the Audit
Committee. Appointed in 2019, and
current term until 2023.
Former CEO of Danske Bank A/S
Other positions:
• Member of the Supervisory
Council of Het Rijksmuseum
Jeanette Horan
British, 1955, Co-Chair of the
Selection and Remuneration
Committee, dealing with
remuneration matters. Appointed
in 2016, and current term until 2024.
Former Chief Information Officer
at IBM
Other positions:
• Member of the Board
(Non-Executive Director) and
member Audit and Technology
Committees of Nokia
• Member of the Board of Advisors
of Jane Doe No More, a non-profit
organization
• Member of the Board of the
Ridgefield Symphony Orchestra,
a non-profit organization
Further information
can be found on
www.wolterskluwer.com/
en/investors/governance/
supervisory-board-
committees
While the world faces a
confluence of challenges
just as we emerge from
the pandemic, Wolters
Kluwer continues from
a strong position.
Ann Ziegler
Chair of the Supervisory Board
← →
Wolters Kluwer 2022 Annual Report 81
This report provides
an overview of the
supervisory activities of
the Supervisory Board
and its committees during
the year. The Supervisory
Board is responsible for
supervising the Executive
Board in setting and
achieving the company’s
strategy, targets, and
policies, as well as
the general course of
affairs of the company.
The Supervisory Board
also assists the Executive
Board with advice.
INTRODUCTION BY THE CHAIR OF
THESUPERVISORY BOARD
In April 2022, I succeeded Frans Cremers as
Chair of the Supervisory Board of Wolters
Kluwer. My intention is to follow the
line that was set out by my predecessor.
Having been a member of this Board
for several years now, I have a good
understanding of the business and our
priorities, and was closely involved in
assessing the current strategic plan,
Elevate our Value.
While the world faces a confluence of
challenges – economic, financial, and
political – just as we emerge from the
pandemic, Wolters Kluwer continues from
a strong position. We are very fortunate
that we have a highly experienced
management team, a clear strategy,
a transformed, well-invested and future-
ready business, a talented and engaged
workforce, and a strong balance sheet.
In the latter part of 2022, I met with
several of our shareholders, allowing
me to hear their views and questions
on governance and ESG topics at the
company. It was clear we have many
supportive shareholders who know our
global business well, understand how
we are creating value, and agree with
us which ESG risks are relevant. We will
continue to make progress on all fronts.
I am delighted the company has
completed an assessment of its
greenhouse gas footprint along the value
chain and recently submitted its well-
considered emission reduction plans to
the Science Based Targets initiative for
validation.
I look forward to guiding the Supervisory
Board and management team as they
execute on the current strategic plan, even
as we navigate through more challenging
economic conditions.
Ann Ziegler
Chair of the Supervisory Board
MEETINGS
The Supervisory Board held seven
scheduled meetings in 2022 and one
additional meeting to discuss a potential
acquisition. Six meetings included a
session for Supervisory Board members
only, without the members of the
Executive Board being present. There
was one scheduled conference call
between the Executive Board, the Chair
of the Supervisory Board, and the Chair
of the Audit Committee. The Chair of the
Supervisory Board had regular contact
with the Chair of the Executive Board.
FINANCIAL STATEMENTS
The Executive Board submitted the 2022
Financial Statements to the Supervisory
Board. The Supervisory Board also took
notice of the report and the statement
by Deloitte Accountants B.V. (as referred
to in Article 27, paragraph 3 of the
company’s Articles of Association), which
the Supervisory Board discussed with
Deloitte. The members of the Supervisory
Board signed the 2022 Financial
Statements, pursuant to their statutory
Report of the
SupervisoryBoard
82 Wolters Kluwer 2022 Annual Report
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Strategic Report | Governance | Financial Statements
Report of the
SupervisoryBoard continued
to the long-term value creation for the
company’s stakeholders.
As in other years, the divisional CEOs
presented their Vision & Strategy Plans
(VSP) for 2023-2025 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 each of the divisional
CEOs periodically and receive an update
from them on the performance, key
market trends, strategy, and competitive
developments. In addition, with a view
on talent management and having solid
replacement plans, speaking directly to
senior management is deemed important
for the Supervisory Board.
In September, the Supervisory Board
visited Boston where management
of the Health division presented its
business. In addition to the divisional
VSP, several managers of the Health
division presented their business and
gave product demos, which also included
early stage innovations. The Supervisory
Board, together with management, also
met with customers of the Health division.
This interaction with several layers of
management and customers contributes
significantly to the Supervisory Board’s
deep understanding of the business.
The Supervisory Board therefore is happy
that, after the travel restrictions due to
COVID in 2020 and 2021, it was possible
to pick up the routine of annual visits to
business units again.
Innovation is a key component of the
company’s strategy. The Supervisory
Board was informed about the innovation
activities and investments within Wolters
Kluwer and strongly supports this.
As part of the strategy, the company
annually reinvests approximately 10%
of the group revenues into product
development. 2022 was the twelfth
consecutive year in which Wolters Kluwer
rewarded promising new internal business
initiatives via the Global Innovation
Awards. This event enables teams across
obligation under clause 2:101 (2) of the
Dutch Civil Code. The Supervisory Board
proposes to the shareholders that they
adopt these Financial Statements at the
Annual General Meeting of Shareholders
of May 10, 2023 (AGM 2023).
→ See the Financial Statements onpage 110
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.
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. Overall, the
outcome of the evaluation was positive.
The feedback of the Supervisory Board
members, which was given early in 2022,
included the request to spend more time
on environmental, social, and governance
(ESG) topics. As a follow up, a presentation
was given to the Supervisory Board,
which focused on climate reporting and
regulatory developments, as well as a fit
for purpose governance structure and
allocation of responsibilities with respect
to ESG topics. In addition, the Supervisory
Board and Audit Committee were kept
informed on a regular basis with respect
to ESG developments, including diversity,
equity, inclusion, and belonging (DEIB).
A deep dive on the data gathering
process, reporting, and target setting
was presented to the Audit Committee
in January 2023, and summarized for
the full Supervisory Board. Based on
feedback in the evaluations, it was also
agreed to continue holding a number
of Board meetings virtually post-COVID.
This contributes to the ambition to reduce
the company’s greenhouse gas emissions,
cost reduction, and meeting efficiency.
The Supervisory Board remains focused
on a good balance between presentations
and discussions, as it is considered
important to have interactive discussions
with several layers of management. In
line with Supervisory Board feedback,
the company also continued with
offering business unit presentations
and product demos to the Supervisory
Board during 2022.
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 and transparent
atmosphere with each of the members
actively participating. As suggested in
the evaluation, the Supervisory Board
members continue having discussions
without the Executive Board members
being present during part of the meetings.
Around the in-person Board meetings,
the Board members also meet informally,
which benefits the open and transparent
culture between the Board members and
gives them an additional opportunity
to reflect on all aspects of the business
which they may consider of interest. In
addition to the formal evaluation process,
as a standard practice, the Chair of the
Supervisory Board gives feedback to the
Chair of the Executive Board after every
Supervisory Board meeting. Throughout
the year, all members can come up with
requests for additional information and
suggestions to further improve the quality
of the meetings.
STRATEGY
The Supervisory Board was kept closely
informed on the first year of execution
of the new three-year strategy for
2022-2024, Elevate Our Value, which
was announced in February 2022 and
had previously been approved by the
Supervisory Board. The Supervisory
Board believes that the strategy, with
a further reinforced focus on expert
solutions, is a good next step in the
evolution of the company. Based on
their knowledge and experience, the
Supervisory Board members advise
the Executive Board and divisional
management throughout the year
on strategic topics. The Supervisory
Board also supports the increasing
strong focus on ESG topics within
Wolters Kluwer, including the emphasis
on diverse talent as a key pillar of
the strategy. The Supervisory Board
believes the strategy will contribute
57%
of the Supervisory Board members
are female
← →
Wolters Kluwer 2022 Annual Report 83
of crisis management teams. The
company has acted upon all international
sanctions that have been imposed against
entities and individuals in the region.
The business impact for Wolters Kluwer
is not material. For more information on
risks, see Risk Management.
→ Read more about Risk Management on
page 67
ENVIRONMENTAL, SOCIAL, AND
GOVERNANCE MATTERS
The Supervisory Board has oversight
of and actively discussed the ESG
strategy, performance, and reporting.
The Supervisory Board is supportive
of the company’s ESG approach and
the increased focus on this topic.
The Supervisory Board strongly supports
and approved the recent submission of
near-term science-based targets and the
net-zero commitment.
The enhanced focus on the depth
and quality of ESG data positions the
company well for compliance with the
EU Corporate Sustainability Reporting
Directive, which will apply as of financial
year 2024. In addition to presentations
on selected ESG-related topics such as
the governance structure of ESG activities
and the engagement of employees,
the Supervisory Board received regular
updates regarding ESG priorities. The deep
dive session with the Audit Committee
on the progress with respect to ESG
data gathering, reporting, and target
setting in January 2023, confirmed the
strong progress the company is making
in this area. The enhanced focus on ESG
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 ESG activities
of the company and believes that these
efforts will contribute to an inclusive
culture of integrity, accountability, and
transparency, creating long-term value for
all stakeholders. Finally, the Supervisory
Board’s focus on ESG and good
governance was also evidenced by the
introduction meetings of the new Chair
with some of our largest shareholders
in the second half of 2022.
ACQUISITIONS AND DIVESTMENTS
The Executive Board kept the Supervisory
Board informed about all pending
acquisition and divestment activities.
The Supervisory Board approved
the acquisition by the GRC division
of International Document Services,
Inc. (IDS), a U.S.-based provider of
compliance and document generation
software solutions for the mortgage
and real estate industry. This company
has a strong strategic fit with GRC’s
Compliance Solutions business, which
provides compliance software for U.S.
banks, lenders, credit unions, insurers,
and securities firms, and will be fully
integrated in that business. GRC
management and business development
presented this acquisition to the
Supervisory Board, which enabled the
Board to ask questions to the responsible
teams directly.
The Supervisory Board also discussed
the performance and value creation
of previous acquisitions, taking into
consideration Wolters Kluwer’s financial
and strategic criteria for acquisitions.
The lessons learned from these annual
reviews are taken into consideration for
future acquisitions.
CORPORATE GOVERNANCE AND RISK
MANAGEMENT
The Supervisory Board was kept
informed about developments with
respect to corporate governance and
risk management. The Supervisory Board
and Audit Committee discussed risk
management, including the risk profile
of the company and the risk appetite per
risk category, as well as the assessment
of internal risk management and control
systems and ongoing actions to improve
these systems. The Supervisory Board was
informed about the efforts of the company
to assess climate related risks and the
plans to further mature this assessment
in the future.
The Supervisory Board supports the
actions the company took with respect to
the situation in the Ukraine, which include
the support of Ukrainian employees,
community support, internal and external
communication, and the organization
the business to present their innovative
ideas. The awards are ultimately awarded
by a jury consisting of internal and
external experts. Two of the awarded
teams presented their business plans to
the Supervisory Board. Driving a strong
culture of innovation and continuing
investment in new and enhanced
products, including expert solutions, is an
important means for driving long-term
value creation at Wolters Kluwer.
In line with standard practice,
management of Global Business
Services and Digital eXperience Group
(DXG) gave presentations, updating the
Supervisory Board on the company’s
technology strategy and execution
thereof, including cybersecurity and
disaster recovery plans, as well as the
company’s approach towards artificial
intelligence. DXG plays an important role
in the company’s innovation by offering
scalable services and technology to the
divisions, which can be used in business
units across the company. Two Supervisory
Board members had a separate meeting
with DXG management to get additional
insight in the activities of this group and
to share ideas.
The Supervisory Board was also informed
about an assessment of the strategic
business opportunities in the ESG market.
With companies such as Enablon and
Tagetik in its portfolio, Wolters Kluwer
is well positioned to leverage on the
interesting growth opportunities in
this space.
The Global Brand & Communications team
gave a presentation on the design and
execution of the brand strategy. Increased
brand recognition can contribute to the
execution of the strategy.
In relation to the strategy, the Supervisory
Board also considers it important to be
aware of the main developments with
respect to competition and the markets
in which the company operates. To that
end, an overview of the most important
developments with respect to traditional
and new competitors is discussed during
each Supervisory Board meeting.
84 Wolters Kluwer 2022 Annual Report
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Strategic Report | Governance | Financial Statements
Report of the
SupervisoryBoard continued
AUDIT COMMITTEE
The Audit Committee met four times
in 2022, during the preparation of the
full-year 2021 and half-year 2022 results,
and around the first-quarter 2022 trading
update and nine-month 2022 trading
update. In addition, there was one
scheduled conference call in December
between the external auditor, the Chair
of the Audit Committee, and the CFO. In
2022, the Audit Committee also started the
practice of occasionally organizing deep
dive sessions on certain topics.
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 2022, as routine agenda items, the
Audit Committee had discussions with the
external auditor, as well as with the head
of internal audit, without the members
of the Executive Board being present at
the end of two meetings. In addition, the
Chair of the Committee met with the CFO,
the external auditor, the head of Group
Accounting & Reporting, and the head
of Internal Audit in preparation of the
Committee meetings. 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 on internal audit and internal
controls, the management letter of the
external auditor, accounting topics, ESG,
pensions, tax planning, impairment
testing, the Treasury Policy, the financing
of the company, risk management,
restructuring plans, cybersecurity,
hedging, litigation reporting, incident
management, and the quarterly reports
and the full-year report on the audit of
the external auditor. During the visit to
Boston, the Audit Committee had a deep
dive session with the head of Internal
Controls and Compliance. In January
2023, in addition to the deep dive session
focused on ESG, the Audit Committee was
informed on operational excellence and
restructuring initiatives.
the divestment. The Supervisory Board
also approved the additional €100 million
share buyback for the period starting
January 2, 2023, up to and including
February 20, 2023.
With respect to the funding of the
company, the Supervisory Board approved
the new €500 million four-year senior
bonds, which were issued in September
2022. In addition, the Supervisory Board
approved the second and final one-year
extension of the €600 million multi-
currency revolving credit facility with an
initial maturity of three years. This facility
includes ESG targets.
Other financial subjects discussed
included the budget, the financial
outlook, the achievement of financial
targets, the interim and final dividends,
the outcome of the annual impairment
test, and the annual and interim
financial results. The dividend increase
of 15% over 2021, which was approved
by the AGM in 2022, and the proposed
dividend increase of 15% over 2022 (to
be approved by the AGM in 2023), are
a sign of the strong confidence the
Executive Board and Supervisory Board
have in the future and financial stability
of the company. Together with the share
buyback programs, the cash-return to
shareholders is well balanced with the
annual investment of approximately 10%
of group revenues in innovation and the
opportunity for acquisitions.
INVESTOR RELATIONS
The Supervisory Board was well informed
about Investor Relations activities, which
is a standing agenda item during the
Supervisory Board meetings. Updates
included share price developments,
communication with shareholders,
shareholders’ views on acquisitions,
analyst research, ESG developments, and
the composition of the shareholder base.
The Supervisory Board also carefully
reviewed and approved the annual report
and press releases regarding the full-year
and half-year results, and the first-quarter
and nine-month trading updates. The
Supervisory Board approved the increase
of the Full-Year 2022 guidance in the
Half-Year Results Press Release which was
issued in August.
TALENT MANAGEMENT AND
ORGANIZATIONAL DEVELOPMENTS
Each year, the outcome of the annual
talent review is discussed by the
Supervisory Board. Diversity at Board
and senior management levels is an
important element in that discussion.
Furthermore, as a standing topic during
each Supervisory Board meeting, the
Supervisory Board is informed about
organizational developments, including
appointments at senior positions within
the company. DEIB is close at heart of
the Supervisory Board and is integrated
in presentations and discussions on
various topics. The Supervisory Board fully
supports all initiatives in the company to
enhance the diverse and inclusive culture
within the company. The Supervisory
Board discussed this topic in several
meetings. In 2022, Wolters Kluwer was
named one of America’s best employers
for diversity by Forbes, for the fifth straight
year. This recognition demonstrates the
great strides the company continues
to make in its commitment to DEIB.
The Supervisory Board was also updated
on and discussed the results of Wolters
Kluwer’s employee engagement survey,
which measures important topics such
as engagement, belonging, alignment,
agility, career development, and other
components driving engagement, and
supporting a culture aimed at long-term
value creation. Overall, these results
were positive. The company continues
executing action plans to further improve
in these areas.
FINANCE
The Supervisory Board and Audit
Committee carefully observe the
financing of the company, including the
balance sheet and available headroom.
The Supervisory Board also closely
monitors the development of, among
others, net-debt-to-EBITDA ratio, debt-to-
equity ratio, and liquidity planning.
The Supervisory Board approved the
share buyback program in 2022 of up to
€1 billion, as well as the announcement
to use the proceeds of the sale of Wolters
Kluwer’s legal information assets in France
and Spain to buy back shares in order to
mitigate the earnings dilution caused by
← →
Wolters Kluwer 2022 Annual Report 85
The Supervisory Board is currently
conducting a search for the replacement
of Mr. Bodson as member of the
Supervisory Board.
The composition of the Supervisory
Board is in line with its profile and
diversity policy, reflecting a diverse
composition with respect to expertise,
nationality, gender, and age, reflecting
the international nature and geographic
scope of the company. Four nationalities
are represented on the Supervisory
Board, with different talents and relevant
areas of expertise. The Supervisory
Board currently has a male/female
representation of 43/57%, which is in line
with the diversity policy and Dutch law,
requiring a representation of at least
33% male and female. The composition
comprises international board experience,
specific areas of expertise (including
finance, legal, and technology), as well as
expertise within the broad information
industry and specific market segments
in which the company operates.
The profile, competences matrix,
rotation schedule, and diversity policy
are available on www.wolterskluwer.com/
en/investors/governance/supervisory-
board-committees
SELECTION AND REMUNERATION
COMMITTEE
The Selection and Remuneration
Committee met four times in 2022.
Following the retirement of Mr.
Cremers in April 2022, the Committee
consists of Ms. Horan (who chairs the
remuneration-related matters), Ms. Ziegler
(who chairs the selection and nomination-
related matters), and Ms. Kersten. After
every meeting, the respective chairs
of the Committee report back to the
full Supervisory Board. The resolutions
regarding nominations and remuneration
were taken by the full Supervisory Board
based on recommendations from the
Committee.
For more information about the
remuneration policy of the Executive
Board and the Supervisory Board
and the execution thereof, see
Remuneration Report.
→ See our Remuneration Report onpage 87
The Selection and Remuneration
Committee discussed the replacement of
Mr. Bodson as member of the Supervisory
Board after the AGM in 2023.
SUPERVISORY BOARD COMPOSITION
In 2022, Mr. Cremers resigned as Chair
and member of the Supervisory Board.
He was succeeded as Chair by Ms. Ziegler.
Mr. De Kreij in turn succeeded Ms. Ziegler
as Vice-Chair. Ms. Kersten was appointed
as a new member.
In 2023, Mr. Bodson’s first term expires.
He has informed the Supervisory Board
that regretfully he is not available for
reappointment due to the workload of his
other activities. The Supervisory Board
would like to thank Mr. Bodson for his
knowledgeable and much appreciated
contributions during his tenure as
member of the Board.
During its meetings in 2022, the Audit
Committee has extensively discussed the
request for proposal (RFP) for the auditor
rotation, which is required under Dutch
law every ten years. In addition, as part
of the process, the members of the Audit
Committee interviewed representatives of
all four candidate firms. Important criteria
included the audit approach, international
and sector experience, composition
and fit of the team (including diversity),
the transition approach, independence
resolution, and proposed fees. The final
recommendation to the full Supervisory
Board to nominate KPMG Accountants N.V.
as the new external auditor was discussed
during the additional Audit Committee
session in January 2023, in the presence
of the Executive Board and corporate staff
and was approved by the full Supervisory
Board. The appointment of KPMG as of
financial year 2025 will be submitted to
the AGM in 2023. This gives the company
sufficient time to phase out the non-audit
services carried out by KPMG.
The Audit Committee has reviewed the
performance of the current external
auditor, the proposed audit scope
and approach, the audit fees, and the
independence of the external auditor,
and has approved the other assurance
services, tax advisory services, and
other non-audit services provided
by the external auditor. The Auditor
Independence Policy is available on
the website.
The Auditor Independence Policy
www.wolterskluwer.com/en/investors/
governance/policies-and-articles
86 Wolters Kluwer 2022 Annual Report
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Strategic Report | Governance | Financial Statements
The Supervisory Board would like to thank
the Executive Board and all employees
worldwide for their efforts in the past
year. The strong results of the company
and ongoing focus on serving customers
and long-term value creation, within
an innovative, diverse, and transparent
culture, were highly appreciated by the
Supervisory Board.
Alphen aan den Rijn, February 21, 2023
Supervisory Board
Ann Ziegler, Chair
Jack de Kreij, Vice-Chair
Bertrand Bodson
Jeanette Horan
Heleen Kersten
Sophie Vandebroek
Chris Vogelzang
All Supervisory Board members comply
with the Dutch law regarding the
maximum number of supervisory board
memberships. Furthermore, all members
of the Supervisory Board are independent
from the company within the meaning of
best practice provisions 2.1.7, 2.1.8, and 2.1.9
of the Dutch Corporate Governance Code.
For more information on each Supervisory
Board member in accordance with the
Dutch Corporate Governance Code, see the
sections Executive Board and Supervisory
Board and Corporate Governance.
→ See Executive Board and Supervisory
Boardonpage 79
→ See Corporate Governance onpage 63
MEETING ATTENDANCE
Supervisory
Board
Audit
Committee
Selection &
Remuneration
Committee
Number of meetings held 8
*
4 4
A.E. Ziegler 8 – 4
J.P. de Kreij 7 4 –
B.J.F. Bodson 8 – –
J.A. Horan 8 – 4
H.H. Kersten
**
4 – 2
S. Vandebroek 8 4 –
C.F.H.H. Vogelzang 8 4 –
F.J.G.M. Cremers
***
3 – 2
*
Seven regular meetings and one ad-hoc meeting.
**
Ms. Kersten missed one Board meeting and attended all Selection and Remuneration Committee
meetings since her appointment in April 2022.
***
Mr. Cremers attended all meetings until his retirement in April 2022.
Report of the
SupervisoryBoard continued
Management’s early
actions to address inflation
and steadfast approach
to investment bore fruit in
2022.
Jeanette Horan
Co-Chair of the Selection and
Remuneration Committee, dealing
with remuneration matters
← →
Wolters Kluwer 2022 Annual Report 87
This Remuneration Report
outlines our philosophy
and framework for
management pay,
provides a summary of
our remuneration policy,
and lays out how the
policy was applied in
2022. We discuss how
last year’s financial and
ESG performance drove
the final remuneration
outcome for 2022 and
how the policy will be
applied in 2023.
LETTER FROM THE CO-CHAIR OFTHE
SELECTION AND REMUNERATION
COMMITTEE
Dear Shareholders,
On behalf of the Supervisory Board, I am
pleased to present our 2022 Remuneration
Report, in which we outline our pay-for-
performance philosophy and our strategy-
linked remuneration framework, provide a
summary of our remuneration policy, and
explain how 2022 performance translated
into the remuneration earned. We also set
out how the policy will be applied in 2023.
2022 performance and STIP outcome
In early 2022, just as pandemic lockdowns
were starting to be lifted, new challenges
arose, most notably the war in Ukraine
and the disruption in energy markets,
followed by unprecedented levels of
inflation and a rapid rise in interest rates.
Combined with the continued global
shortage of talent in our industry
sector, which relies so much on human
capital, this created a challenging set of
circumstances through which to steer a
course. Given the environment, we began
the year with a degree of caution.
As the various sections of this annual
report discuss, it turned out to be a good
year with strong financial performances
across all four divisions. The long-
term strategy of driving towards expert
solutions was fundamental to the
financial achievements made in 2022
and the last three years. In addition,
management’s early action to address
inflation and steadfast approach to
investment bore fruit in 2022. For a
business with a very significant proportion
of revenues tied to annual or multi-year
subscription contracts, decisions around
pricing need to be well thought through
and implemented in a careful but timely
manner.
In 2022, the company delivered solid 6%
organic growth, resulting in an absolute
revenue achievement that exceeded
the target by 1%. Even in the uncertain
environment, management chose to
invest, increasing product development
spending to 11% of revenues. This
investment went towards supporting
our faster-growing businesses, pursuing
new market opportunities, and adhering
to multi-year product roadmaps.
Management also continued to prioritize
actions and investments to address the
heightened global competition for talent.
Due mainly to the strong revenue
performance and a favorable currency
mix, the adjusted operating profit margin
rose by 80 basis points, resulting in an
8% increase in adjusted pre-tax profit
and a 6% increase in adjusted net profit
in constant currencies. Adjusted net
profit (€1,059 million) thereby exceeded
the absolute target by 4%. Adjusted free
cash flow (€1,220 million) increased 7% in
constant currencies, exceeding the target
by 2%.
To provide incentives for advancing our
ESG performance, which is now firmly
embedded in the company’s strategy, the
Remuneration Report
6%
organic growth in 2022
88 Wolters Kluwer 2022 Annual Report
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Last year’s Remuneration Report received
strong shareholder support with over 94%
of votes approving the report.
We trust this report provides a clear
explanation of the drivers of 2022
remuneration and clear disclosure on
future goals and that shareholders can
again support this report at our AGM on
May 10, 2023.
Jeanette Horan
Co-Chair of the Selection and
Remuneration Committee, dealing
with remuneration matters
The 2023 AGM agenda is available at
www.wolterskluwer.com/agm
Supervisory Board had selected three
non-financial measures for 2022, which
together carried a weight of 10% in the
STIP.
Employee belonging was an important
new measure used for the first time in
2022. This is the indicator we have chosen
to measure our global performance on
diversity, equity, and inclusion. The score,
measured by a third party, increased by 1
point in 2022, meeting the target.
The other two ESG measures, an
indexed cybersecurity maturity score
and the number of on-premise servers
decommissioned, had been used in 2021
and were carried forward with new targets
for 2022. For these two ESG measures,
performance for the year was significantly
ahead of target as detailed in this report.
2020-2022 performance and
LTIPoutcome
It is important to note up front that the
LTIP which vested in 2022 for payout
in 2023 still reflects the previous
remuneration policy. As such, it was
linked to performance on relative TSR
and diluted EPS.
Over the three-year LTIP period, 2020-
2022, the share price rose 50.35%,
outperforming the broader market indices,
STOXX Europe 600 and the AEX. Total
Shareholder Return, including dividends
and using a 60-day average price at
the start and at the end of the period,
was 67.2%. This TSR performance placed
Wolters Kluwer in third place, ahead of
13 TSR peers. For the second measure,
diluted EPS, the compound annual growth
rate was 15.9% in constant currencies
over the three-year period, exceeding the
target of 10.8% set three years ago. The
IFRS-based diluted EPS benefitted from
the net gain on divestments completed
in 2022. The relative TSR and diluted EPS
performance resulted in above target
payout. The realized value of course also
reflects the over 50% appreciation of the
share price over the period.
Looking ahead: STIP 2023
During the past two years, the Supervisory
Board has monitored the effectiveness
of the ESG metrics that were used in the
short-term incentive. The Board is of the
opinion that the three measures used in
2022 continue to be not only quantifiable
and verifiable, but also appropriate
incentives for the Executive Board to
advance our near-term ESG objectives.
These near-term ESG objectives are to
continue building a diverse, equitable,
and inclusive culture; to maintain high
levels of cybersecurity; and to make
further progress on reducing our direct
emissions by continuing to migrate
applications from on-premise servers to
energy-efficient cloud infrastructure.
Enormous strides have been made in
advancing our cybersecurity maturity in
recent years. We are now well-positioned
compared to our industry benchmark and
are focused on maintaining our maturity
score, which in itself requires constant
effort. Programs to migrate servers to the
cloud have also made significant progress,
but there still remains some work to be
done.
Looking ahead: LTIP 2023-2025
The LTIP for 2023-2025, which reflects
the new policy that was adopted by
shareholders in 2021, will include relative
TSR at 50%, diluted adjusted EPS at 30%,
and return on invested capital (ROIC)
at 20%.
The Supervisory Board has set three-
year targets for compound annual
growth in diluted adjusted EPS and for
ROIC, applying additional stretch to the
underlying financial plan that underpins
the three-year strategy. These forward-
looking three-year targets are disclosed
on page 104.
While we did not make any changes to the
TSR peer group in 2022, the Supervisory
Board continues to monitor this group
given the periodic delistings and mergers
that have been occurring in our sector.
Remuneration Report
continued
HOW DID WE PERFORM?
2022 FINANCIAL MEASURES
5,453 1,220
revenues, € million adjusted free cash flow, € million
1,059
adjusted net profit, € million
2022 NON-FINANCIAL (ESG) MEASURES
1,032
number of on-premise servers
decommissioned
73
belonging score, an increase of 1 point
7.4%
percent improvement in cybersecurity
maturity score over 2021
For 2022, STIP financial measures were revenues, adjusted net profit, and adjusted
free cash flow, while STIP non-financial (ESG) measures were employee belonging
score, an indexed cybersecurity maturity score, and the number of on-premise servers
decommissioned. The achievements on each of these measures are shown above and
discussed in this report. See Implementation of remuneration policy in 2022.
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Wolters Kluwer 2022 Annual Report 89
2022 STIP financial
targets were exceeded,
while non-financial
(ESG) targets were met
or exceeded.
Three-year relative
total shareholder
return performance
and compound annual
growth (CAGR) in diluted
EPS were ahead of target.
Remuneration
at a glance
THREE-YEAR 2020-2022 TOTAL SHAREHOLDER RETURN
Wolters Kluwer achieved third position for TSR performance relative to its TSR
peers. This ranking determines the number of TSR-related shares awarded at
the end of the three-year LTIP period.
Thomson Reuters
CGI
Wolters Kluwer
Pearson
Equifax
News Corp
S&P Global
RELX
Verisk
Experian
Sage Group
Bur. Veritas
Wiley
SGS
Intertek
Informa
-20%
+60%
+80%
0%
+20%
+40%
40%
60-day average price TSR
The company uses a 60-day average of the share price at the beginning and
the end of each three-year performance period to reduce the influence of
potential stock market volatility.
IMPACT OF PERFORMANCE AND
SHARE PRICE ON REMUNERATION
Target Actual
8,488
62%
21%
17%
37%
25%
14,079
14%
10%
25%
8%
6%
€0
€15
,000
in thousands of euros, unless otherwise stated
€10
,000
€5,000
2022 CEO target and realized pay
Increase in value due to share
price performance
LTIP TSR outperformance
LTIP
STIP
Base Salary
LTIP EPS outperformance
Target pay shown above reflects the
number of LTIP shares conditionally
awarded for LTIP 2020-2022 valued at the
closing share price on December 31, 2019
(€65.02).
Realized actual pay shown above reflects
the number of LTIP shares earned valued
at the closing share price on December
31, 2022 (€97.76). The final actual payout
will be valued at the volume-weighted-
average share price on February 23, 2023.
2020-2022 PERFORMANCE
15.9%
Diluted EPS: Three-year CAGR in
constant currencies
€2.46
€2.70
€2.78
€4.01
2019 2020 2021 2022
Diluted EPS
Three-year CAGR in constant
currencies was 15.9% over the period
2020-2022.
SHARE PRICE 2020-2022
0
20
40
60
80
100
120
31-Dec-19 31-Dec-20 31-Dec-21
31-Dec-22
Wolters Kluwer N.V.
AEX rebased
STOXX Europe 600 rebased
€
AEX and STOXX Europe 600 rebased to
Wolters Kluwer share price.
The share price increased 50.35%
over the three-year performance
period for LTIP 2020-2022.
90 Wolters Kluwer 2022 Annual Report
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Remuneration Report
continued
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Wolters Kluwer 2022 Annual Report 91
OUR REMUNERATION POLICY
Below we provide a high level summary of the Executive Board remuneration
policy which was adopted in 2021.
The remuneration policy is available at
www.wolterskluwer.com/en/investors/governance/policies-and-articles
REMUNERATION PEER GROUP
The policy provides for a remuneration peer group that is weighted towards European
companies at approximately 60%. Current pay peers are shown on page 94.
STIP PERFORMANCE
MEASURES(FINANCIAL)
The policy provides a pre-defined list of financial measures from which the Selection
& Remuneration Committee can select. The STIP financial measures have a minimum
weighting of 80%. These measures exclude the effect of currency, accounting changes,
and changes in scope (acquisitions and divestitures) after the annual budget is
finalized. The pre-defined list comprises:
• Revenues
*
• Organic growth
• Adjusted operating profit
• Adjusted operating profit margin
• Adjusted net profit
*
• Adjusted free cash flow
*
• Cash conversion ratio
*
These financial measures have been applied for the past few years and will be used in 2023.
STIP PERFORMANCE MEASURES
(NON-FINANCIAL)
Non-financial measures can include ESG, strategic, or operational metrics, such as
employee engagement score, customer satisfaction scores, measures of good corporate
governance, operational excellence, and/or environmental impact.
The maximum weighting of non-financial measures is 20%. In 2022 and 2023, the
weighting is 10%. For 2023, as in the prior year, the following three strategically
important ESG metrics will be used:
• Belonging score (a quantified measure of diversity, equity, and inclusion)
• Indexed cybersecurity maturity score
• Number of on-premise servers decommissioned (reducing carbon footprint)
LTIP PERFORMANCE MEASURES
The policy stipulates the following measures for the LTIP:
• Relative total shareholder return is weighted at 50%
• Diluted adjusted EPS has a weighting of 30%
• Return on invested capital has a weighting of 20%
SHARE OWNERSHIP AND
HOLDINGREQUIREMENTS
The policy has minimum share ownership requirements: 3x base salary for CEO, 2x base
salary for CFO, and a two-year holding period post vesting.
92 Wolters Kluwer 2022 Annual Report
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Remuneration Report
continued
OUR REMUNERATION PHILOSOPHY
Clear alignment between executive rewards and stakeholder interests is central to our Executive Board remuneration policy. We have
a robust pay-for-performance philosophy with strong links between rewards and results for both our short-term incentive plan (STIP)
and long-term incentive plan (LTIP). Variable remuneration outcomes are aligned to stretch targets that measure performance against
Wolters Kluwer’s strategic aims. The Supervisory Board has a clearly defined process for setting stretch targets and a framework for
decision-making around executive remuneration.
The Selection and Remuneration Committee engages an external remuneration advisor to provide recommendations and information
on market practices for remuneration structure and levels. The Committee had extensive discussions, supported by its external
advisor, to review the composition and key drivers of remuneration.
We disclose targets, achievements, and resulting pay outcomes for both the STIP and LTIP retrospectively in this report. In addition,
we disclose prospective LTIP targets.
The Supervisory Board determines Executive Board remuneration on the basis of principles that demonstrate clear alignment with
shareholder and other stakeholder interests. We recognize it is our responsibility to ensure that executive remuneration is closely
connected with financial and strategic performance.
Principles of Executive Board
remuneration Key feature
Pay for performance and
strategic progress
• Pay is linked to the achievement of key financial and non-financial targets related to our strategy
• Over 75% of on-target pay is variable and linked to performance against stretch targets
• Short-term incentives are linked to annual targets
• Long-term incentives are linked to performance against three-year stretch targets aligned to our strategic plan
Align with long-term
stakeholder interests
• Policy incentivizes management to create long-term value for shareholders and other stakeholders through
achievement of strategic aims and delivery against financial and non-financial objectives
• Majority of incentives are long-term and paid in Wolters Kluwer shares which are subject to two-year post-vesting
holding requirements
Be competitive in a global
market for talent
• On-target pay is aligned with the median of a defined global pay peer group, comprised of competitors and other
companies in our sectors that are of comparable size, complexity, business profile, and international scope
• TSR peer group companies are additionally screened for financial health, stock price correlation and volatility,
and historical TSR performance
OUR EXECUTIVE BOARD REMUNERATION FRAMEWORK
Our Executive Board remuneration framework comprises the following elements:
Element of remuneration Key feature Alignment to strategy and shareholder interests
Base salary Reviewed annually with reference to pay peer group
andincreases provided to all employees
Set at a level to attract, motivate, and retain the best talent
STIP Paid annually in cash; maximum opportunity 175%
ofbasesalary
Incentivizes delivery of performance against our annual
strategic, financial, and ESG goals
LTIP Conditional rights on ordinary shares, subject to a three-
year vesting schedule and three-year performance targets;
maximum opportunity 240% of base salary (CEO)
Incentivizes delivery of financial performance and creation
of long-term sustainable value; demonstrates long-term
alignment with shareholder interests
Pension Defined contribution retirement savings plan that is
available to all employees in the country of employment
Provides appropriate retirement savings designed to be
competitive in the relevant market
Other benefits Eligibility for health insurance, life insurance, a car, and
participation in any all-employee plans that may be
offered in the country of employment
Designed to be competitive in the relevant market
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Wolters Kluwer 2022 Annual Report 93
LINKING PAY TO OUR STRATEGIC GOALS
The largest component of Executive Board remuneration is variable performance-based incentives. This strengthens the alignment
between remuneration and company performance, and reflects the philosophy that Executive Board remuneration should be linked
to a strategy for long-term value creation. Our strategy aims to deliver continued good organic growth and incremental improvement
to our adjusted profit margins and return on invested capital, as we seek to drive long-term sustainable value for all stakeholders.
OUR PURPOSE
Deliver deep impact
when it matters most
OUR STRATEGIC AIMS
Accelerate
Expert Solutions
• Drive investment in cloud-based
expert solutions
• Transform digital information
products into expert solutions
• Enrich customer experience by
leveraging data analytics
Expand
Our Reach
• Extend into high-growth adjacencies
• Reposition solutions for new segments
• Drive revenues through partnerships
and ecosystem development
Evolve
Core Capabilities
• Enhance central functions, including
marketing and technology
• Advance ESG performance
and capabilities
• Engage diverse talent to drive
innovation and growth
OUR VALUES
FOCUS ON CUSTOMER SUCCESS MAKE IT BETTER
AIM HIGH AND DELIVER WIN AS A TEAM
Financial and non-financial metrics
Executive Board remuneration policy (adopted at the 2021 AGM):
Financial measures – short-term incentive plan (STIP) pre-defined list of measures:
Revenues Organic
growth
Adjusted
operating
profit
Adjusted
operating
profit margin
Adjusted
netprofit
Adjusted free
cash flow
Cash
conversion
ratio
Non-financial measures – short-term incentive plan (STIP):
ESG, strategic, or operational measures, including employee engagement score, customer satisfaction
scores, measures of good corporate governance, measures ofoperationalexcellence,and measures of
environmental impact.
Financial measures – long-term incentive plan (LTIP):
Relative total shareholder
return
Diluted adjusted EPS
(three-year CAGR)
Return on invested capital
For 2023, STIP measures will be the same as in 2022. Financial measures will be
revenues, adjusted net profit, and adjusted free cash flow. STIP non-financial measures
(ESG) will be employee belonging score, indexed cybersecurity maturity score, and the
number of on-premise servers decommissioned.
94 Wolters Kluwer 2022 Annual Report
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Remuneration Report
continued
ALIGNING WITH OUR RISK PROFILE
The Supervisory Board assesses whether variable remuneration might expose the company to risk, taking into consideration
our overall risk profile and risk appetite, as described in Risk Management. We believe that our remuneration policy provides
management with good incentives to create long-term value, without increasing our overall risk profile.
BENCHMARKING AGAINST OUR PEERS
Pay peer group
We use a pay peer group to benchmark Executive Board pay. This includes direct competitors and other companies in our
sectors of comparable size, complexity, business profile, and international scope. It is made up of companies based in Europe
and North America to reflect where Executive Board members most likely would be recruited to or from. The pay peer group includes
9 North American and 14 European companies, making it approximately 60% European. The most comparable businesses in Europe
are companies in the Application Software and IT Consulting & Services sectors. In benchmarking pay against the pay peer group, the
value of share-based remuneration is standardized to ensure a like-for-like comparison.
In 2022, the pay peer group consisted of the companies shown in the table below. Companies included in the TSR peer group are
marked ‘TSR’.
TSR
Pay and TSR peer groups
North American comparators (2020 and ongoing) European comparators European comparators (continued)
CGI
1,4
TSR
Atos Teleperformance
Equifax
TSR
Bureau Veritas
TSR
Temenos
Gen Digital
2
Capgemini The Sage Group
TSR
Intuit Clarivate
MSCI
Dassault Systèmes
News Corporation
TSR
Experian
TSR
Nielsen Holdings
3
Informa
TSR
S&P Global
TSR
Intertek Group
TSR
Thomson Reuters
TSR
Pearson
TSR
Verisk Analytics
TSR
RELX
TSR
Wiley
4
TSR
SGS
TSR
1
CGI Inc replaced IHS Markit in the TSR peer group after the latter was acquired by S&P Global.
2
Gen Digital is the new name for NortonLifeLock which was merged with Avast.
3
Nielsen Holdings was part of the pay peer group in 2022, but was delisted in October 2022. It will be replaced in the next benchmarking exercise.
4
CGI and Wiley (John Wiley & Sons) are included in the TSR peer group but not in the pay peer group.
5
Clarivate plc replaced IHS Markit in the pay peer group after the latter was acquired by S&P Global.
TSR
Companies that are included in the TSR peer group.
TSR peer group
The TSR peer group consists of 15 companies that are used as the comparator group to determine relative TSR performance, which
is one of the measures used in the LTIP. In 2020, we updated the TSR peer group to reflect the group’s transformation into a digital
information, software, and services business. Consumer publishers were replaced by other, more appropriate software and services
companies from the pay peer group. This was in line with feedback received from shareholders. The updated TSR peer group was
applied to the LTIP 2020-2022, LTIP 2021-2023, and LTIP 2022-2024, and will again apply for the LTIP 2023-2025.
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Wolters Kluwer 2022 Annual Report 95
In case of the delisting or merger of a TSR peer group company, the Supervisory Board will carefully consider an appropriate
replacement that meets strict pre-determined criteria. These criteria include industry, geographic focus, size, financial health,
share price correlation and volatility, and historical TSR performance.
The TSR peer group is a sub-set of the pay peer group, with the exception of Wiley and CGI.
The TSR peer group used for the LTIP 2019-2021 comprised the following companies:
TSR peer group LTIP 2019-2021
North American comparators European comparators European comparators (continued)
McClatchy
*
/Verisk Analytics Arnoldo Mondadori Pearson
News Corporation Axel Springer Promotora de Informaciones (PRISA)
S&P Global Daily Mail & General Trust Reach
Thomson Reuters Informa RELX
Wiley Lagardère The Sage Group
*
McClatchy, after being acquired, was replaced by Verisk Analytics in October 2020.
SETTING TARGETS FOR LONG-TERM INCENTIVE PLAN MEASURES
The Supervisory Board uses a rigorous process to set stretch targets for the Executive Board.
Process for setting targets for long-term incentive plan measures
The financial plan that is part of our three-year Vision & Strategy Plan (VSP) is the starting point for target setting. This plan is
augmented with assumptions around management actions to arrive at realistic stretch targets.
Step 1
Review
VSP three-year
financial plan
=
Finalize
three-year
LTIP targets
Step 2
Augment
forecasts for
management
actions not
in the plan
Step 4
Test targets
for stretch and
payout sensitivity
Step 3
Determine
three-year
LTIP targets
The process for setting targets for the LTIP starts with our company strategy, which is generally formulated every three years, and our
three-year financial plan, which is updated annually. The VSP generates a three-year forecast based on organic development of the
existing business. This plan is reviewed and approved by the Supervisory Board.
For LTIP remuneration targets, this forecast is augmented with anticipated, value-creating management initiatives not accounted for
in the financial plan in order to give realistic but stretch targets that the Supervisory Board feels will maximize the full potential of
the organization. Assumptions for management initiatives are made based on historical patterns and forward-looking strategic plans.
Typical management initiatives are acquisitions, divestitures, restructuring, and share buybacks (including shares repurchased under
our Anti-Dilution Policy). All targets, apart from relative TSR, are based on constant currency rates and IFRS accounting standards.
The Supervisory Board compares the stretch targets against external benchmarks, where available, to ensure they represent
a challenging performance in our sector and against other peers. The stretch targets are also tested for sensitivity to various
input factors.
USE OF DISCRETION IN DETERMINING VARIABLEREMUNERATION
Under Dutch law, the Supervisory Board has the discretionary authority to amend Executive Board payouts, as determined by actual
performance against pre-set targets, if they are considered unreasonable or unfair in relation to stakeholders’ interests.
96 Wolters Kluwer 2022 Annual Report
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Remuneration Report
continued
The Supervisory Board annually assesses the impact of certain management actions, or external events or circumstances, on
results during the performance period, and may use its discretion to adjust for these actions or events. Such actions, events, or
circumstances include, but are not limited to, the impact of restructuring, acquisitions, divestments, and share buybacks beyond that
anticipated in the target-setting process. External events considered could include economic recession, changes in tax rates, and
other events unforeseen in the target-setting process.
Variable remuneration can be clawed back after payout if the payout was based on incorrect information.
IMPLEMENTATION OF REMUNERATION POLICY IN 2022
This section outlines the implementation of the remuneration policy for Executive Board members in 2022, in line with the
remuneration policy and the remuneration framework discussed above. It also describes how the performance measures were
applied in 2022.
For the performance period ending in 2022, remuneration was in accordance with the remuneration policy adopted in 2021. There
were no deviations from the remuneration policy, nor from the governance process in the execution of the policy. The Supervisory
Board carried out a scenario analysis when determining the structure and level of Executive Board remuneration for 2022, in
accordance with the Dutch Corporate Governance Code.
The Supervisory Board is of the view that management achieved strong results and delivered for customers despite the challenges
of the war in Ukraine, high inflation, rising interest rates, and the shortage of skilled talent in a year that was still impacted by the
pandemic.
2022 STIP financial targets were exceeded, while two of the three non-financial (ESG) targets were exceeded. Performance on
belonging score was in line with target. The formulaic outcome will result in cash annual STIP payments of €1,957,500 for the CEO and
€860,391 for the CFO.
Three-year performance on total shareholder return and CAGR in diluted EPS were both ahead of target. The performance and shares
to be paid out for the LTIP 2020-2022 are discussed below under Long-term incentive plans.
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Wolters Kluwer 2022 Annual Report 97
Remuneration of the Executive Board – IFRS based
Fixed remuneration Variable remuneration
in thousands of euros,
unlessotherwise stated
Base
salary
Social
security
Pension
contribution
Other
benefits
2
STIP LTIP
3
Sub-total
Proportion
fixed/
variable
Tax-
related
costs4 Total
2022
N. McKinstry
1
1,460 101 102 194 1,958 4,616 8,431 22%/78% (530) 7,901
K.B. Entricken 800 22 74 191 860 1,789 3,736 29%/71% 5 3,741
Total 2,260 123 176 385 2,818 6,405 12,167 24%/76% (525) 11,642
2021
N. McKinstry 1,348 22 93 572 1,960 4,713 8,708 23%/77% 669 9,377
K.B. Entricken 694 22 64 203 893 1,632 3,508 28%/72% (104) 3,404
Total 2,042 44 157 775 2,853 6,345 12,216 25%/75% 565 12,781
1
In 2022, Ms. McKinstry’s base salary was $1,498,000 (€1,460,301). The 2022 STIP payout is calculated on a U.S. dollar denominated equivalent of total salary as:
$1,498,000 x 137.6% ($2,061,248 equivalent to €1,957,500).
2
Executive Board members are eligible to receive benefits such as health insurance, life insurance, a car, and to participate in any plans offered to all
employees at any given time. In 2021, other benefits of Ms. McKinstry included the recognition of a one-time, non-cash accrual of €446,000 to reflect her
vesting in the retiree medical plan to which she is entitled based on her tenure and service with the company.
3
LTIP share-based payments are based on IFRS accounting standards and therefore do not reflect the actual payout or value of performance shares released
upon vesting.
4
Tax-related costs are costs to the company pertaining to the Executive Board members ex-patriate assignments. The 2022 tax-related costs decreased
compared to 2021 mainly due to the cumulative tax impact of spending less time in the Netherlands from 2020 through 2022, lowering Ms. McKinstry’s
effective global tax rate.
Base salary
The Supervisory Board approved an increase of 2.5% in base salary for the CEO and CFO in 2022. This was in line with the budgeted
2022 salary increase for Wolters Kluwer employees globally.
Short-term incentive plan 2022
The STIP provides Executive Board members with a cash incentive for the achievement of specific annual targets for a set of financial
and non-financial performance measures determined at the start of the year. The STIP payout as a percentage of base salary for
on-target performance is shown in the table below, with the minimum threshold for payout and the maximum payout in the case of
overperformance. There is no payout if performance is less than 90% of the STIP target. Payout is capped at performance that is 110%
or more than the STIP target. The STIP payout percentages have remained unchanged since 2007.
Payout of STIP variable remuneration takes place only after verification by the external auditor of the Financial Statements, including
the financial KPIs on which the financial STIP targets are based.
STIP percentage payout scenarios for 2022
Minimum payout
(% of base salary)
Minimum threshold: no payout if
performance is below
(% of target)
Target payout
(% of base salary)
Maximum payout
(% of base salary)
Maximum payout if
performance is above
(% of target)
CEO 0% < 90% 125% 175% ≥110%
CFO 0% < 90% 95% 145% ≥110%
The 2022 performance measures, determined by the Supervisory Board, are listed in the table below. They reflect the key performance
indicators (KPIs) on which the company reports and that are important measures of the successful execution of our strategy.
98 Wolters Kluwer 2022 Annual Report
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Performance against STIP targets for 2022, together with the resulting STIP payout for the CEO and the CFO for the financial year,
are indicated in the table below.
Payouts for performance against 2022 STIP targets
in millions of euros,
unlessotherwisestated Performance targets Actual performance STIP outcomes
N. McKinstry
1
K.B. Entricken
2
Performance measures
Weighting
(A) Minimum Target Maximum Performance
As % of
target
Payout,
% of base
salary
(B)
Weighted
(A)x(B)
Payout,
% of base
salary
(C)
Weighted
(A)x(C)
2022
Financial
Revenues 34.0% 4,859 5,399 5,939 5,453 101% 130% 44.2% 100% 34.0%
Adjusted net profit 28.0% 916 1,018 1,120 1,059 104% 145% 40.6% 115% 32.2%
Adjusted free cash flow 28.0% 1,076 1,196 1,315 1,220 102% 135% 37.8% 105% 29.4%
Non-financial (ESG)
Average of three measures 10.0% 105% 150% 15.0% 120% 12.0%
Total payout as %
ofbasesalary 137.6% 107.6%
Total payout, in thousands
of U.S. dollars 2,061 906
1
The 2022 STIP payout is calculated on a U.S.-dollar-denominated equivalent of total base salary as: $1,498,000 x 137.6% ($2,061,248 equivalent to €1,957,500).
2
The 2022 STIP payout is calculated on a U.S.-dollar-denominated equivalent of total base salary as: $842,000 x 107.6% ($905,992 equivalent to €860,391).
Performance against the individual three STIP non-financial targets for 2022 is detailed in the table below:
Performance against STIP non-financial targets for 2022
Performance targets Actual performance
Performance measures Weighting Minimum Target Maximum Performance As % of target
Non-financial measures
Employee belonging score 3.33%
Maintain the same
score as 2021 +1 point +3 or more points +1 point 100%
Indexed cybersecurity
maturityscore 3.33%
+1.0% improvement
over 2021
+2.0% improvement
over 2021
+4.5% improvement
over 2021
+7.4% improvement
over 2021 110%
Number of on-premise servers
decommissioned (reducing
carbon footprint) 3.34% 275-399 600-999 1,600+ 1,032 105%
Average of three measures 10.0% 105%
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Wolters Kluwer 2022 Annual Report 99
LONG-TERM INCENTIVE PLANS
The LTIP provides Executive Board members conditional rights on shares (performance shares). The plan aims to align the
organization and its management with the strategic goals of the company and, in doing so, reward the creation of long-term value.
The total number of shares that Executive Board members receive depends on the achievement of pre-determined performance
conditions at the end of a three-year performance period.
Reflective of the previous remuneration policy in effect before 2021, the performance measures for the LTIP 2020-2022 were total
shareholder return (TSR) relative to our group of TSR peer companies (TSR-related shares) and CAGR in diluted EPS (EPS-related
shares). Payout of the performance shares at the end of the three-year performance period will take place only after verification by
the external auditor of the achievement of the TSR and EPS targets.
Total shareholder return
TSR objectively measures the company’s financial performance and assesses its long-term value creation as compared to other
companies in our TSR peer group. It is calculated based on the share price change over the three-year period and assumes ordinary
dividends are reinvested. By using a three-year performance period, there is a clear link between remuneration and long-term value
creation. The company uses a 60-day average of the share price at the beginning and end of each three-year performance period to
reduce the influence of potential stock market volatility.
Wolters Kluwer’s TSR performance compared to the peer group determines the number of conditionally awarded TSR-related shares
vested at the end of the three-year performance period. These incentive zones are in line with best-practice recommendations for
the governance of long-term incentive plans.
TSR performance ranking payout percentages
Position
Payout as % of conditional shares
awarded for on-target performance
1-2 150%
3-4 125%
5-6 100%
7-8 75%
9-16 0%
Diluted adjusted earnings per share and return on invested capital
Executive Board members can earn 0%-150% of the number of conditionally awarded EPS- or ROIC-related shares, depending on
Wolters Kluwer’s performance compared to targets set for the three-year performance period.
The Supervisory Board determines the exact targets for the EPS- and ROIC-related shares for each three-year performance period at
the start of the period.
The EPS targets are based on diluted adjusted EPS performance in constant currencies to exclude benefits or disadvantages based on
currency effects over which the Executive Board has no control. In addition, diluted adjusted EPS performance is based on consistent
IFRS accounting standards. The ROIC targets are also based on constant currencies.
Using EPS and ROIC as performance measures for LTIP facilitates strong alignment with the successful execution of our strategy to
generate long-term shareholder value.
100 Wolters Kluwer 2022 Annual Report
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Diluted adjusted EPS and ROIC performance incentive table
Achievement Payout %
Less than 50% of target None
On target 100%
Overachievement of target Up to 150%
Performance against targets for TSR and EPS for the 2019-2021 and 2020-2022 performance periods
LTIP measure Weighting Target Achievement Payout %
Period 2020-2022 Vesting
TSR 50% Position 5-6 Position 3 125%
Diluted EPS
*
50% CAGR of 10.8% 15.9% 150%
Period 2019-2021 Vesting
TSR 50% Position 5-6 Position 4 125%
Diluted EPS
*
50% CAGR of 12.6% 15.0% 150%
*
LTIP 2019-2021 and LTIP 2020-2022 were based on the former remuneration policy, which used TSR and diluted EPS. For calculation purposes, we are using the
definition of diluted EPS that can be found in the Glossary.
VESTED LONG-TERM INCENTIVE PLANS
LTIP vesting for the performance period 2020–2022
The LTIP 2020-2022 vested on December 31, 2022. Vested LTIP 2020-2022 shares will be released on February 23, 2023. The volume-
weighted-average price for the shares released will be based on the average exchange price traded at Euronext Amsterdam on
February 23, 2023, the first day following the company’s publication of its annual results.
Conditional share awards vested for the period 2020-2022
number of shares, unless otherwise stated
Outstanding at
December 31, 2022
Additional
conditional
number of TSR
shares (25%)
Additional
conditional
number of EPS
shares (50%)
Vested/payout
February 23, 2023
Estimated cash
value of payout
(inthousands
ofeuros)
*
N. McKinstry 80,741 12,064 16,243 109,048 10,661
K.B. Entricken 29,320 4,381 5,899 39,600 3,871
Total 110,061 16,445 22,142 148,648 14,532
Senior management 280,967 35,139 70,309 386,415 37,776
Total 391,028 51,584 92,451 535,063 52,308
*
Estimated cash value calculated as the number of shares vested multiplied by the closing share price on December 31, 2022 (€97.76).
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Wolters Kluwer 2022 Annual Report 101
LTIP vesting for the performance period 2019-2021
The LTIP 2019-2021 vested on December 31, 2021. A total number of 649,774 shares were released on February 24, 2022. On that day, the
volume-weighted-average price of Wolters Kluwer N.V. was €88.0883. The following table indicates the number of shares vested and
the cash equivalent.
LTIP: shares vested for the performance period 2019-2021
number of shares, unless otherwise stated
Outstanding at
December 31, 2021
Additional
conditional
number of TSR-
shares (25%)
Additional
conditional
number of EPS-
shares (50%)
Vested/payout
February 24, 2022
Cash value of
vested shares
*
N. McKinstry 92,306 13,347 19,459 125,112 11,021
K.B. Entricken 28,486 4,119 6,005 38,610 3,401
Total 120,792 17,466 25,464 163,722 14,422
Senior management 353,908 43,956 88,188 486,052 42,815
Total 474,700 61,422 113,652 649,774 57,237
*
Cash value in thousands of euros; calculated as the number of shares vested multiplied by the volume-weighted-average price on February 24, 2022.
CONDITIONALLY AWARDED SHARES
This section provides information on the conditional share awards under the outstanding (in-flight) LTIPs for Executive Board
members and other senior management.
LTIP awards 2021-2023 and 2022-2024
The Executive Board members and other senior management have been conditionally awarded the following number of shares based
on a 100% payout, subject to the conditions of the LTIP grants for 2021-2023 and 2022-2024:
Conditional LTIP share awards for performance periods 2021-2023 and 2022-2024
number of shares at 100% payout
Conditionally
awarded TSR-
based shares
Conditionally
awarded ROIC- and
EPS-based shares
Conditionally
awarded TSR-
based shares
Conditionally
awarded ROIC- and
EPS-based shares
Total conditionally
awarded shares
LTIP 2021-2023 LTIP 2021-2023 LTIP 2022-2024 LTIP 2022-2024 December 31, 2022
N. McKinstry 38,618 28,352 23,129 16,955 107,054
K.B. Entricken 15,300 11,233 9,925 7,276 43,734
Total 53,918 39,585 33,054 24,231 150,788
Senior management
*
162,599 162,638 122,708 122,698 570,643
Total 216,517 202,223 155,762 146,929 721,431
*
Remuneration of senior management consists of a base salary, STIP, and LTIP, and is based on the achievement of specific objective targets linked to creating
value forshareholders, such as revenues and profit performance. The LTIP targets and payout schedule for senior management are similar to those for the
Executive Board.
102 Wolters Kluwer 2022 Annual Report
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KEY ASSUMPTIONS FOR LTIP 2021-2023 AND LTIP 2022-2024 SHARES
Fair values for LTIP shares are provided in the table below. In the benchmarking process, the fair value of share-based remuneration
is standardized to ensure a like-for-like comparison to peer companies.
LTIP 2022-2024 LTIP 2021-2023
Fair values
Fair value of EPS shares at grant date (in €) 97.82 64.06
Fair value of ROIC shares at grant date (in €) 97.82 64.06
Fair value of TSR shares at grant date (in €) 71.71 47.03
TSR shares – key assumptions
Share price at grant date (in €) 103.60 69.06
Expected volatility 21.2% 21.8%
The fair value of TSR shares is calculated at the grant date using the Monte Carlo model. For the TSR shares granted in the LTIP 2022-
2024, the fair value is estimated to be €71.71 as of January 1, 2022. The inputs to the valuation were the Wolters Kluwer share price of
€103.60 on the grant date (January 1, 2022) and an expected volatility of 21.2% based on historical daily prices over the three years
prior to January 1, 2022. Dividends are assumed to increase annually based on historical trends and management plans. The model
assumes a contractual life of three years and uses the risk-free rate on Dutch three-year government bonds.
PROPOSED REMUNERATION APPROACH FOR 2023
This section describes arrangements that will be put into place for 2023, in line with the remuneration policy as adopted at the
April 2021 AGM.
Base salary
The Supervisory Board approved a regular increase in base salary for the CEO and CFO of 3.9%, which is less than the overall
budgeted 2023 salary increase of 4.4% for Wolters Kluwer employees globally.
Short-term incentive plan 2023
For the CEO, the STIP percentage payout scenarios for 2023 will be the same as in 2022 (shown in the table on page 97). For the CFO,
based on the most recent benchmarking study, the Supervisory Board has resolved to increase the STIP percentage payout from 95%
to 100% of base salary for on-target performance and from 145% to 150% for the maximum payout. According to the remuneration
policy, the Supervisory Board can annually select measures from a pre-defined list of financial measures, providing flexibility for the
Supervisory Board and transparency for stakeholders.
A full list of financial measures is provided in the summary table at the front of this Remuneration Report. The financial measures
carry a weight of at least 80% under the remuneration policy adopted in 2021. The Supervisory Board has selected the following
measures from the list for 2023:
Financial performance measures for STIP 2023
Measure Weighting How performance is calculated
Revenues 34%
STIP financial targets are based on the annual budget which
assumes development of the existing business. In calculating STIP
performance results, the effect of changes in currency and IFRS
accounting standards is excluded.
Adjusted net profit 28%
Adjusted free cash flow 28%
Non-financial (ESG) 10%
Total weighting of STIP financial measures 100%
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Wolters Kluwer 2022 Annual Report 103
Non-financial performance measures for STIP 2023
The non-financial measures relate to ESG, strategic, or operational priorities. The policy sets the maximum weight for these non-
financial measures at 20% of the STIP. In 2023, the weight will be set at 10% with each measure equal-weighted and separately
assessed. The measures will apply equally to the CEO and CFO and have been cascaded down to all executives.
In 2023, the following three strategically relevant, quantifiable, and verifiable ESG measures will be applied.
Non-financial performance measures for 2023
ESG objective Measure Weighting % Description of target and how it is measured
Workforce diversity and
employee engagement
Belonging score 3.33% The annual target aims to achieve an improvement in our overall belonging score.
Belonging measures the extent to which employees believe they can bring their authentic
selves to work and be accepted for who they are. Thescore (on a scale of 0-100) is
determined by an independent third party (2022:Microsoft Glint).
Secure systems and
processes
Indexed cybersecurity
maturity score
3.33% The annual target is based on a company-wide program designed to maintain
cybersecurity at or above the industry standard benchmark for high-tech companies. The
cybersecurity maturity score is assessed annually by a third party, based on the National
Institute of Standards and Technology (NIST) framework. For 2023, the minimum payout
requires the score to be in line with the industry standard for high-tech companies.
Reduction in carbon
footprint
Number of on-premise
servers decommissioned
3.34% The annual target is based on programs managed by Global Business Services, Digital
eXperience Group, and the customer-facing divisions. Decommissioning of on-premise
servers by migrating to energy-efficient cloud platforms reduces our carbon footprint.
Total weighting of STIP non-financial measures 10.0%
0% 20% 40% 60% 80% 100%
Weighting of STIP 2023 performance measures
Financial measures Non-financial measures
Disclosure of STIP targets
The Supervisory Board does not disclose STIP targets in advance due to their commercial sensitivity. In response to shareholder
requests for greater transparency, we have disclosed STIP targets retrospectively in this report.
LONG-TERM INCENTIVE PLAN 2023-2025
Conditional LTIP grants under the remuneration policy approved in 2021
The CEO’s target remuneration has historically been positioned in line with the median of the pay peer group. However, having
listened to shareholder concerns about the quantum of CEO remuneration, we proposed as part of the remuneration policy adopted
in 2021, in consultation with the CEO, to reduce the maximum award of conditional shares from 285% to 240% of base salary over
a two-year period. This change took place in two steps (265% for 2021 and 240% for 2022) and effectively reduced the CEO’s target
remuneration by about 10%.
The CFO’s target conditional award is 200% of base salary.
Wolters Kluwer uses the fair value method for calculating the number of conditional performance shares to be awarded.
104 Wolters Kluwer 2022 Annual Report
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0% 20% 40% 60% 80% 100%
Weighting of LTIP 2023-2025 performance measures
TSR Diluted adjusted EPS ROIC
For the LTIP 2023-2025 cycle, in accordance with the policy adopted by shareholders at the 2021 AGM, the Supervisory Board
will maintain TSR, measured against 15 peers, as an LTIP measure with a weighting of 50% of the value of the LTIP. In addition, the
Supervisory Board will keep diluted adjusted EPS at 30% of the value and ROIC at 20%. These measures were selected based on
investor feedback and the Supervisory Board’s continued desire to provide incentives for management to drive long-term value
creation.
Prospective disclosure of LTIP targets
We committed to disclose the LTIP targets prospectively (in addition to continuing retrospective disclosure of LTIP targets) upon
adoption of the remuneration policy by shareholders at the 2021 AGM. For plans reflecting this policy, targets are provided below.
LTIP Measure Weighting Target in constant currencies
Period 2023-2025
TSR 50% Position 5-6
Diluted adjusted EPS 30% CAGR of 10.9%
ROIC 20% Final year ROIC of 19.2%
Period 2022-2024
TSR 50% Position 5-6
Diluted adjusted EPS 30% CAGR of 9.3%
ROIC 20% Final year ROIC of 16.6%
Period 2021-2023
TSR 50% Position 5-6
Diluted adjusted EPS 30% CAGR of 8.5%
ROIC 20% Final year ROIC of 13.9%
Conditional LTIP grants 2023-2025
In accordance with the commitment of the Supervisory Board in 2021 upon adoption of the remuneration policy, the LTIP target level
for the 2023-2025 performance period will be 240% of base salary for the CEO. The target level for the CFO is 200% of base salary.
The number of shares conditionally awarded at the start of the performance period is computed by dividing the amount, as
calculated above, by the fair value of a conditionally awarded share at the start of the performance period. As the fair value of TSR-
related shares can be different from the fair value of EPS- and ROIC-related shares, the number of conditionally awarded TSR-related
shares can deviate from the aggregate number of conditionally awarded EPS- and ROIC-related shares.
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Wolters Kluwer 2022 Annual Report 105
P
roposed 2023 remuneration retains high proportion of performance-driven pay
Maximum +50% share
price appreciation
Maximum
performance
On-target
performance
Minimum
performance
in thousands of euros
2023 performance-driven CEO remuneration scenarios
Base Salary Pension Social security and other benefits STIP LTIP LTIP: share price appreciation
2,0000 4,000 14,
000
8,0006,000 12,00010,000
P
roposed 2023 remuneration retains high proportion of performance-driven pay
Maximum +50% share
price appreciation
Maximum
performance
On-target
performance
Minimum
performance
in thousands of euros
2023 performance-driven CFO remuneration scenarios
Base Salary Pension Social security and other benefits STIP LTIP LTIP: share price appreciation
1,0000 2,000 7,0005,000 6,0003,000 4,000
SHARE OWNERSHIP AND HOLDING REQUIREMENTS
According to our remuneration policy, the CEO is required to own Wolters Kluwer shares valued at three times base salary, with other
Executive Board members required to hold shares valued at twice base salary. Our current Executive Board members continue to be
in compliance with this ownership requirement, with their personal shareholdings in Wolters Kluwer N.V. shown below:
Shares owned by Executive Board members
number of shares, unless otherwise stated
Actual ownership as multiple of base
salary (as at December 31, 2022)
*
Actual ownership as multiple of base
salary (as at December 31, 2021)
*
December 31,
2022
December 31,
2021
N. McKinstry 24.9x 28.6x 372,131 372,131
K.B. Entricken 4.9x 6.0x 40,036 40,036
*
Number of Wolters Kluwer N.V. shares held at December 31 multiplied by the Wolters Kluwer N.V. share price on that date, divided by base salary.
In addition to these ownership requirements, according to the remuneration policy, performance shares (net of any income taxes due
on vesting) are subject to a two-year holding period requirement, as provided in the Dutch Corporate Governance Code. This two-year
holding period applies to the LTIP 2021-2023 and later plans and extends the total required retention period to five years including
the three-year performance and vesting period.
106 Wolters Kluwer 2022 Annual Report
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If the Executive Board member is eligible for a company-sponsored deferral program and chooses to participate by deferring LTIP
proceeds upon vesting, the maximum amount that can be deferred is 50% of the vested value. The remaining vested value in shares
(net of taxes) is subject to the two-year holding period requirement.
CEO PAY RATIO
The pay ratio, obtained by dividing the total 2022 remuneration for the CEO by the average of the total 2022 remuneration of all
employees worldwide, was 77 (2021: 87). For this purpose, the total CEO remuneration is based on the remuneration costs as stated in
the table Remuneration of the Executive Board – IFRS based, minus tax-related costs. The average employee remuneration is obtained
by dividing the 2022 total personnel expenses as stated in Note 13 – Personnel Expenses (after subtracting the CEO’s remuneration),
by the reported average number of full-time employees (minus one). As such, both the total CEO remuneration (minus tax-related
costs) and the average total remuneration of all employees (minus the CEO’s remuneration) are based on IFRS accounting standards.
The difference between the 2021 and 2022 pay ratios was due to the increase in the average pay per employee in 2022, while the CEO’s
total remuneration (minus tax-related costs) was lower in 2022. The decline in CEO total remuneration was mainly due to the one-
time non-cash accrual of retiree medical benefits in 2021.
OTHER INFORMATION
The company does not grant any personal loans, guarantees, or the like to Executive Board or Supervisory Board members.
SUPERVISORY BOARD REMUNERATION
A revised Supervisory Board Remuneration Policy was adopted at the 2020 AGM. The Supervisory Board had reviewed its own
remuneration and established the new policy on the recommendation of the Selection and Remuneration Committee. According to
this policy, the remuneration for the Supervisory Board aims to attract and retain high-caliber individuals with the relevant skills and
experience to guide the development and execution of company strategy and facilitate long-term value creation.
Supervisory Board remuneration is not tied to company performance and therefore includes fixed remuneration only. In exceptional
circumstances, ad-hoc committees may be established, for which the Chair and members may receive pro-rated remuneration at the
level of the Audit Committee fee, capped at five times the annual fee of the Audit Committee. Resolutions are always taken by the full
Supervisory Board.
The Supervisory Board seeks advice from an independent external remuneration advisor.
Supervisory Board remuneration
in thousands of euros
Member Selection
and Remuneration
Committee
Member Audit
Committee 2022 2021 2020
F.J.G.M. Cremers, Former Chair Former Co-Chair 45 128 128
A.E. Ziegler, Chair, Former Vice-Chair Co-Chair 139 102 102
B.J.F. Bodson 85 82 72
J.P. de Kreij, Vice-Chair Chair 120 94 92
J.A. Horan Co-Chair 99 91 96
S. Vandebroek Yes 110 93 61
C.F.H.H. Vogelzang Yes 100 88 88
H.H. Kersten Yes 68 – –
Former Supervisory Board members
R.D. Hooft Graafland – – 34
Total 766 678 673
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Wolters Kluwer 2022 Annual Report 107
Supervisory Board members’ fees
The table below shows the fee schedule for Supervisory Board members, including the remuneration proposed for 2022, which was
adopted by the 2022 Annual General Meeting of Shareholders. This proposal is in line with the Supervisory Board Remuneration
Policy which was adopted in 2020 by the AGM with 99.11% of votes in favor and reflects the responsibilities of Supervisory Board
members, remuneration levels at other two-tier board Dutch listed (AEX) companies and selected European companies, and the
international composition of the Supervisory Board.
Supervisory Board members’ fees
in euros Annual fee 2022 Annual fee 2021
Chair 130,000 112,000
Vice-Chair 95,000 83,500
Members 75,000 70,000
Chair Audit Committee 25,000 22,500
Members Audit Committee 18,000 16,500
Chair Selection and Remuneration Committee 20,000
**
17,500
*
Members Selection and Remuneration Committee 14,000 11,500
Travel allowance for intercontinental travel 5,000 per meeting 5,000 per meeting
Fixed cost reimbursement 1,500 1,500
*
Due to the co-chair arrangement, each co-chair received €14,500.
**
Due to the co-chair arrangement, each co-chair received €17,000.
Shares owned by Supervisory Board members
At December 31, 2022, Ms. Ziegler held 1,894 American Depositary Receipts (each Depositary Receipt represents one ordinary Wolters
Kluwer share) (2021: 1,894). None of the other Supervisory Board members held shares in Wolters Kluwer (2021: none).
SHAREHOLDER VOTING AT ANNUAL GENERAL MEETING
The following table sets out the voting results in respect of resolutions relating to remuneration at the AGM held on April 21, 2022.
Shareholder voting outcomes at the 2022 AGM
Resolution % of votes for % of votes against votes withheld
2021 Remuneration Report Advisory 94.38% 5.62% 737,720
2022 Proposed Supervisory Board Remuneration Binding 98.91% 1.09% 668,133
108 Wolters Kluwer 2022 Annual Report
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FIVE-YEAR OVERVIEW OF ANNUAL CHANGES IN REMUNERATION (IFRS BASED)
The table below provides an overview of Executive Board remuneration, Supervisory Board remuneration, company performance,
and average employee remuneration for the past five years.
Five-year overview of annual changes in remuneration (IFRS based)
in thousands of euros, unless otherwise stated 2022 2021
*
2020
*
2019
*
2018
*
Executive Board remuneration
N. McKinstry 7,901 9,377 7,512 8,089 4,724
Change (in %) (15.7) 24.8 (7.1) 71.2 (49.2)
K.B. Entricken 3,741 3,404 4,132 4,589 3,968
Change (in %) 9.9 (17.6) (10.0) 15.7 3.8
Supervisory Board remuneration
**
F.J.G.M. Cremers (appointed 2017), Former Chair
1
45 128 128 114 117
A.E. Ziegler (appointed 2017), Chair, Former Vice-Chair
2
139 102 102 95 95
B.J.F. Bodson (appointed 2019)
3
85 82 72 22 –
J.A. Horan (appointed 2016) 99 91 96 100 91
H.H. Kersten (appointed 2022) 68 – – – –
J.P. de Kreij (appointed 2020), Vice-Chair
4
120 94 92 – –
S. Vandebroek (appointed 2020) 110 93 61 – –
C.F.H.H. Vogelzang (appointed 2019) 100 88 88 58 –
R.D. Hooft Graafland
5
– – 34 97 100
F.M. Russo
6
– – – 97 97
B.J. Angelici
7
– – – 20 85
B.J. Noteboom
7
– – – 25 82
Company performance
Organic growth (in %) 6.2 5.7 1.7 4.3 4.3
Adjusted operating profit margin (in %) 26.1 25.3 24.4 23.6 23.1
Year-end closing share price (€) 97.76 103.60 69.06 65.02 51.66
Share price change (in %) (6) 50 6 26 19
Total shareholder return (in %) (4) 52 8 28 21
Average remuneration on a full-time equivalent basis of employees
Total personnel cost per FTE, excluding CEO 109.0 99.7 98.6 97.6 92.3
*
The Executive Board remuneration for the years 2018 to 2021 has been restated to include tax-related costs.
**
Members of the Supervisory Board are independent from the company. Their remuneration is not tied to Wolters Kluwer’s performance and therefore
includes fixedremuneration only.
1
Retired after the 2022 AGM.
2
Succeeded Mr. Cremers as Chair after the 2022 AGM.
3
Mr. Bodson’s appointment was with effect from September 1, 2019.
4
Mr. de Kreij succeeded Ms. Ziegler as Vice-Chair after the 2022 AGM.
5
Retired after the 2020 AGM.
6
Retired per year-end 2019.
7
Retired after the 2019 AGM.
Remuneration Report
continued
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Wolters Kluwer 2022 Annual Report 109
Strategic Report |
Governance |
Financial Statements
SECTION OVERVIEW
FINANCIAL STATEMENTS
→ 2022 Financial Statements
page 110
→ Consolidated Financial Statements
page 111
→ Notes to the Consolidated Financial
Statements page 118
→ Company Financial Statements
page 204
→ Notes to the Company Financial
Statements page 207
→ Other information on the Financial
Statements page 214
Financial
Statements
Wolters Kluwer 2022 Annual Report 109
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110 Wolters Kluwer 2022 Annual Report
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Notes to the Consolidated FinancialStatements
118 Note 1 – General and Basis of Preparation
119 Note 2 – Significant Accounting Policies
122 Note 3 – Accounting Estimates and Judgments
123 Note 4 – Benchmark Figures
129 Note 5 – Segment Reporting
131 Note 6 – Revenues
135 Note 7 – Earnings per Share
136 Note 8 – Acquisitions and Divestments
140 Note 9 – Assets/Liabilities Classified as Held for Sale
141 Note 10 – Sales Costs
142 Note 11 – General and Administrative Costs
142 Note 12 – Other Gains and (Losses)
143 Note 13 – Personnel Expenses
143 Note 14 – Amortization, Impairment, and Depreciation
144 Note 15 – Financing Results
145 Note 16 – Income Tax Expense
147 Note 17 – Non-controlling Interests
148 Note 18 – Goodwill and Intangible Assets other
thanGoodwill
153 Note 19 – Property, Plant, and Equipment
154 Note 20 – Leasing
157 Note 21 – Investments in Equity-accountedInvestees
158 Note 22 – Financial Assets
158 Note 23 – Tax Assets and Liabilities
161 Note 24 – Inventories
162 Note 25 – Contract Assets and Liabilities
165 Note 26 – Other Receivables
166 Note 27 – Cash and Cash Equivalents
166 Note 28 – Trade and Other Payables
167 Note 29 – Net Debt
171 Note 30 – Financial Risk Management
181 Note 31 – Employee Benefits
191 Note 32 – Provisions
193 Note 33 – Capital and Reserves
195 Note 34 – Share-based Payments
198 Note 35 – Related Party Transactions
199 Note 36 – Audit Fees
200 Note 37 – Commitments, Contingent Assets,
andContingent Liabilities
201 Note 38 – Remuneration of the Executive Board
and the Supervisory Board
202 Note 39 – Overview of Significant Subsidiaries
203 Note 40 – Events after the Reporting Period
111 Consolidated Financial Statements
111 Consolidated Statement of Profit or Loss
112 Consolidated Statement of Comprehensive Income
113 Consolidated Statement of Cash Flows
115 Consolidated Statement of Financial Position
117 Consolidated Statement of Changes in Total Equity
2022 Financial Statements
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Wolters Kluwer 2022 Annual Report 111
Consolidated Statement of Profit or Loss
in millions of euros, unless otherwise stated, for the year ended December 31 | 2022 | 2021 | |
Revenues | Note 5/6 | ||
Cost of revenues | Note 5 | ( | ( |
Gross profit | Note 5 | ||
Sales costs | Note 10 | ( | ( |
General and administrative costs | Note 11 | ( | ( |
Total operating expenses | Note 5 | ( | ( |
Other gains and (losses) | Note 12 | ( | |
Operating profit | Note 5 | ||
Financing income | |||
Financing costs | ( | ( | |
Other finance income and (costs) | ( | ( | |
Total financing results | Note 15 | ( | ( |
Share of profit of equity-accounted investees, net of tax | Note 21 | ||
Profit before tax | |||
Income tax expense | Note 16 | ( | ( |
Profit for the year | Note 7 | ||
| Attributable to: | |||
– Owners of the company | |||
– Non-controlling interests | Note 17 | ||
Profit for the year | |||
| Earnings per share (EPS) (€) | |||
Basic EPS | Note 7 | ||
Diluted EPS | Note 7 | ||
Consolidated FinancialStatements
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Consolidated Statement of Comprehensive Income
in millions of euros, for the year ended December 31 | 2022 | 2021 | |
| Comprehensive income | |||
Profit for the year | |||
| Other comprehensive income | |||
| Items that are or may be reclassified subsequently to the consolidated statement | |||
| ofprofitorloss: | |||
Exchange differences on translation of foreign operations | |||
Exchange differences on translation of equity-accounted investees | Note 21 | ||
Recycling of foreign exchange differences on loss of control | Note 8 | ||
Gains/(losses) on hedges of net investments in foreign operations | ( | ( | |
Gains/(losses) on cash flow hedges | |||
| Net change in fair value of cash flow hedges reclassified to the consolidated | |||
statementofprofit or loss | Note 15 | ||
| Items that will not be reclassified to the consolidated statement of profit or loss: | |||
Remeasurement gains/(losses) on defined benefit plans | Note 31 | ||
Other comprehensive income/(loss) for the year, before tax | |||
| Income tax on items that are or may be reclassified subsequently to the consolidated | |||
statement ofprofit or loss | |||
| Income tax on items that will not be reclassified to the consolidated statement of profit | |||
orloss | ( | ( | |
Income tax on other comprehensive income | Note 23 | ( | ( |
Other comprehensive income/(loss) for the year | |||
Total comprehensive income for the year | |||
| Attributable to: | |||
– Owners of the company | |||
– Non-controlling interests | |||
Total comprehensive income for the year |
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Wolters Kluwer 2022 Annual Report 113
Consolidated Statement ofCashFlows
in millions of euros, for the year ended December 31 | 2022 | 2021 | |
| Cash flows from operating activities | |||
Profit for the year | |||
| Adjustments for: | |||
Income tax expense | Note 16 | ||
Share of profit of equity-accounted investees, net of tax | Note 21 | ( | |
Financing results | Note 15 | ||
Amortization, impairment, and depreciation | Note 14 | ||
Book (profit)/loss on disposal of operations and non-current assets | Note 8 | ( | |
Fair value changes of contingent considerations | Note 12/30 | ||
Additions to and releases from provisions | Note 32 | ||
Appropriation of provisions | Note 32 | ( | ( |
Changes in employee benefit provisions | ( | ||
Share-based payments | Note 13/34 | ||
Other adjustments | ( | ||
Adjustments excluding autonomous movements in working capital | |||
Inventories | ( | ( | |
Contract assets | Note 25 | ( | ( |
Trade and other receivables | ( | ||
Deferred income | Note 25 | ||
Other contract liabilities | Note 25 | ||
Trade and other payables | |||
Assets/liabilities classified as held for sale | ( | ||
Autonomous movements in working capital | |||
Total adjustments | |||
Net cash flows from operations | |||
Interest paid (including the interest portion of lease payments) | ( | ( | |
Interest received | |||
Paid income tax | Note 23 | ( | ( |
Net cash from operating activities |
114 Wolters Kluwer 2022 Annual Report
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ions of euros, for the year ended December 31 | 2022 | 2021 | |
| Cash flows from investing activities | |||
Capital expenditure | Note 18/19 | ( | ( |
Proceeds from disposal of other intangible assets and property, plant, and equipment | |||
Acquisition spending, net of cash acquired | Note 8 | ( | ( |
Receipts from divestments, net of cash disposed | Note 8 | ||
Dividends received | |||
Cash used for settlement of net investment hedges | ( | ( | |
Net cash used in investing activities | ( | ( | |
| Cash flows from financing activities | |||
Repayment of loans | ( | ( | |
Proceeds from new loans | |||
Repayment of principal portion of lease liabilities | Note 20 | ( | ( |
Repurchased shares | Note 33 | ( | ( |
Dividends paid | Note 17/33 | ( | ( |
Net cash used in financing activities | ( | ( | |
Net cash flows before effect of exchange differences | |||
Exchange differences on cash and cash equivalents and bank overdrafts | |||
Net change in cash and cash equivalents and bank overdrafts | |||
Cash and cash equivalents less bank overdrafts at January 1 | |||
Cash and cash equivalents less bank overdrafts at December 31 | Note 27 | ||
Add: Bank overdrafts at December 31 | Note 27 | ||
Less: Cash included in assets classified as held for sale at December 31 | Note 9 | ( | |
| Cash and cash equivalents in the consolidated statement of financial position | |||
at December 31 | Note 27 |
Consolidated Statement ofCashFlows
continued
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Wolters Kluwer 2022 Annual Report 115
Consolidated Statement ofFinancialPosition
n millions of euros, at December 31 | 2022 | 2021 | |
| Non-current assets | |||
Goodwill | Note 18 | ||
Intangible assets other than goodwill | Note 18 | ||
Property, plant, and equipment | Note 19 | ||
Right-of-use assets | Note 20 | ||
Investments in equity-accounted investees | Note 21 | ||
Financial assets | Note 22 | ||
Non-current other receivables | Note 26 | ||
Non-current contract assets | Note 25 | ||
Deferred tax assets | Note 23 | ||
Total non-current assets | |||
| Current assets | |||
Inventories | Note 24 | ||
Contract assets | Note 25 | ||
Trade receivables | Note 25 | ||
Other receivables | Note 26 | ||
Current income tax assets | Note 23 | ||
Cash and cash equivalents | Note 27/29 | ||
Assets classified as held for sale | Note 9 | ||
Total current assets | |||
Total assets |
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| Consolidated Statement ofFinancialPosition | |||
| continued | |||
ions of euros, at December 31 | 2022 | 2021 | |
| Equity | |||
Issued share capital | Note 33 | ||
Share premium reserve | |||
Legal reserves | |||
Treasury shares | ( | ( | |
Retained earnings | |||
Equity attributable to the owners of the company | Note 47 | ||
Non-controlling interests | Note 17 | ||
Total equity | |||
| Non-current liabilities | |||
Bonds | |||
Private placements | |||
Lease liabilities | |||
Other long-term debt | |||
Total long-term debt | Note 29 | ||
Deferred tax liabilities | Note 23 | ||
Employee benefits | Note 31 | ||
Provisions | Note 32 | ||
Non-current deferred income | Note 25 | ||
Total non-current liabilities | |||
| Current liabilities | |||
Deferred income | Note 25 | ||
Other contract liabilities | Note 25 | ||
Trade and other payables | Note 28 | ||
Current income tax liabilities | Note 23 | ||
Short-term provisions | Note 32 | ||
Borrowings and bank overdrafts | Note 27/29 | ||
Short-term bonds | Note 29 | ||
Short-term lease liabilities | Note 29 | ||
Liabilities classified as held for sale | Note 9 | ||
Total current liabilities | |||
Total liabilities | |||
Total equity and liabilities |
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Wolters Kluwer 2022 Annual Report 117
Consolidated Statement of Changesin Total Equity
Legal reserves | Other reserves | |||||||||
share | premium | ve icipations | reser | Shareholders’ | y | |||||
Issued capital | Share rese | Legal reser part | Hedge ranslation reserve | u | Retained earnings | equity Non- controlling interests | q | |||
| in millions of euros | T | Tr | To | |||||||
Balance at January 1, 2021 | ( | ( | ( | |||||||
Profit for the year | ||||||||||
Other comprehensive income/(loss) for the year | ( | |||||||||
Total comprehensive income for theyear | ( | |||||||||
Transactions with owners of the company, recognized directly in equity: | ||||||||||
Share-based payments | ||||||||||
Cancelation of shares | ( | |||||||||
Release LTIP shares | ( | |||||||||
Final cash dividend 2020 | ( | ( | ( | ( | ||||||
Interim cash dividend 2021 | ( | ( | ( | |||||||
Repurchased shares | ( | ( | ( | |||||||
Other movements | ( | |||||||||
Balance at December 31, 2021 | ( | ( | ||||||||
Balance at January 1, 2022 | ( | ( | ||||||||
Profit for the year | ||||||||||
Other comprehensive income/(loss) for the year | ||||||||||
Total comprehensive income for theyear | ||||||||||
Transactions with owners of the company, recognized directly in equity: | ||||||||||
Share-based payments | ||||||||||
Cancelation of shares | ( | ( | ||||||||
Release LTIP shares | ( | |||||||||
Final cash dividend 2021 | ( | ( | ( | |||||||
Interim cash dividend 2022 | ( | ( | ( | |||||||
Repurchased shares | ( | ( | ( | |||||||
Other movements | ( | |||||||||
Balance at December 31, 2022 | ( | ( |
shares
118 Wolters Kluwer 2022 Annual Report
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Notes to the Consolidated
Financial Statements
204 Wolters Kluwer 2022 Annual Report
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Company Financial Statements
205 Statement of Profit or Loss of Wolters Kluwer N.V.
206 Statement of Financial Position of Wolters Kluwer N.V.
207 Note 41 – Significant Accounting Policies
208 Note 42 – Financial Assets
208 Note 43 – Other Receivables
208 Note 44 – Cash and Cash Equivalents
209 Note 45 – Borrowings and Bank Overdrafts
209 Note 46 – Personnel Expenses
210 Note 47 – Shareholders’ Equity
212 Note 48 – Commitments and Contingent Liabilities
212 Note 49 – Details of Participating Interests
212 Note 50 – Profit Appropriation
213 Authorization for issuance
Notes to the Company
FinancialStatements
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Wolters Kluwer 2022 Annual Report 205
Company
FinancialStatements
Statement of Profit or Loss of Wolters Kluwer N.V.
in millions of euros, for the year ended December 31 2022 2021
General and administrative income 187 154
General and administrative costs (115) (93)
Operating profit 72 61
Financing income third parties 16 3
Financing income related parties 4 2
Financing costs third parties (62) (60)
Financing costs related parties (29) (1)
Net foreign exchange gains/(losses) 0 (15)
Total financing results (71) (71)
Profit/(loss) before tax 1 (10)
Income tax expense (40) (23)
Profit/(loss) after tax (39) (33)
Results from subsidiaries, net of tax Note 42 1,066 761
Profit for the year 1,027 728
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Statement of Financial Position of
Wolters Kluwer N.V.
in millions of euros and before appropriation of results, at December 31 2022 2021
Non-current assets
Financial assets Note 42 8,057 7,352
Other intangible assets 6 2
Deferred tax assets 5 7
Total non-current assets 8,068 7,361
Current assets
Other receivables Note 43 175 250
Cash and cash equivalents Note 44 896 599
Total current assets 1,071 849
Total assets 9,139 8,210
Equity
Issued share capital Note 33 31 32
Share premium reserve 87 87
Legal reserves 466 215
Other reserves 699 1,355
Undistributed profit 1,027 728
Shareholders’ equity Note 47 2,310 2,417
Non-current liabilities
Bonds Note 29 2,426 2,625
Private placements Note 29 142 153
Derivative financial instruments Note 29 / 30 – 2
Total non-current liabilities 2,568 2,780
Current liabilities
Debts to subsidiaries 3,490 2,959
Short-term bonds Note 29 700 –
Borrowings and bank overdrafts Note 45 13 3
Other payables 58 51
Total current liabilities 4,261 3,013
Total liabilities 6,829 5,793
Total equity and liabilities 9,139 8,210
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Wolters Kluwer 2022 Annual Report 207
Note 41 – Significant Accounting Policies
GENERAL
The functional currency of the company is euro, the currency of primary economic environment in which the company operates. The
company financial statements are presented in euros and rounded to the nearest million, unless otherwise indicated.
Reference is also made to the following notes to the consolidated financial statements:
• Note 29 – Net Debt;
• Note 30 – Financial Risk Management;
• Note 33 – Capital and Reserves;
• Note 34 – Share-based Payments;
• Note 35 – Related Party Transactions;
• Note 38 – Remuneration of the Executive Board and the Supervisory Board;
• Note 39 – Overview of Significant Subsidiaries; and
• Note 40 – Events after the Reporting Period.
ACCOUNTING POLICIES
The company financial statements of Wolters Kluwer N.V. are prepared in accordance with the Dutch Civil Code, Book 2, Title 9, with
the application of the regulations of section 362.8 allowing the use of the same accounting policies as applied for the consolidated
financial statements. These accounting policies are described in the Notes to the Consolidated Financial Statements.
General and administrative income relates to brand royalty fees and management and service fees, all charged to subsidiaries, and is
recognized when earned.
Subsidiaries are valued using the equity method, applying the IFRS accounting policies as endorsed by the European Union.
The company will, upon identification of a credit loss on an intercompany loan and/or receivable, recognize a loss allowance.
Any related party transactions between Wolters Kluwer N.V. and its subsidiaries, equity-accounted investees, pension funds, or
members of the Supervisory Board and the Executive Board are conducted at arm’s length with terms comparable to transactions
with third parties.
COMPARATIVES
Certain immaterial reclassifications have been made to the comparative statement of profit or loss to conform to the current year
presentation and to improve insights. These reclassifications have had no impact on the comparative shareholders’ equity and
comparative profit for the year.
Notes to the Company
FinancialStatements
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Note 42 – Financial Assets
2022 2021
Equity value of subsidiaries 8,040 7,352
Derivative financial instruments Note 30 17 –
Total 8,057 7,352
MOVEMENT EQUITY VALUE OF SUBSIDIARIES
2022 2021
Position at January 1 7,352 6,838
Results from subsidiaries, net of tax 1,066 761
Dividends received from subsidiaries (629) (615)
Remeasurement gains/(losses) on defined benefit plans, net of tax 18 14
Foreign exchange differences 233 354
Position at December 31 8,040 7,352
Note 43 – Other Receivables
2022 2021
Receivables from subsidiaries 158 235
Current income tax assets 5 8
Interest receivable 5 0
Derivative financial instruments Note 30 1 –
Miscellaneous receivables and prepayments 6 7
Total 175 250
Note 44 – Cash and Cash Equivalents
Cash and cash equivalents comprise cash balances and bank deposits that are held as part of the group’s cash management for the
purpose of meeting short-term cash commitments.
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Wolters Kluwer 2022 Annual Report 209
Note 45 – Borrowings and Bank Overdrafts
2022 2021
Bank overdrafts 13 3
Total 13 3
Note 46 – Personnel Expenses
2022 2021
Salaries and wages and other benefits 33 30
Social security charges 1 2
Costs of defined contribution plans 1 1
Expenses related to defined benefit plans 1 1
Equity-settled share-based payments Note 34 28 24
Total 64 58
Employees
In full-time equivalents at December 31 144 135
Thereof employed outside the Netherlands 22 20
In full-time equivalents average per annum
*
149 137
*
Average full-time equivalents per annum include temporary staff and contractors, whereas full-time equivalents at December 31 only relate to staff on the payroll
ofthe company.
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Note 47 – Shareholders’ Equity
Legal reserves Other reserves
Issued share
capital
Share
premium
reserve
Legal reserve
participations
Hedge reserve
Translation
reserve
Treasury
shares
Retained
earnings
Undistributed
profit
Shareholders’
equity
Balance at January 1, 2021 32 87 133 (116) (135) (222) 1,587 721 2,087
Items that are or may be reclassified subsequently to the statement
ofprofitor loss:
Exchange differences on translation of foreign operations 313 313
Exchange differences on translation of equity-accounted investees 1 1
Recycling of foreign exchange differences on loss of control 40 40
Net gains/(losses) on hedges of net investments in foreign operations (16) (16)
Effective portion of changes in fair value of cash flow hedges 6 6
Net change in fair value of cash flow hedges reclassified to the statement
ofprofit or loss 4 4
Items that will not be reclassified to the statement of profit or loss:
Remeasurements on defined benefit plans 16 16
Tax on other comprehensive income:
Income tax on other comprehensive income 0 (4) (4)
Other comprehensive income/(loss) for the year, net of tax (6) 354 12 360
Profit for the year 728 728
Total comprehensive income/(loss) for the year (6) 354 12 728 1,088
Appropriation of profit previous year 721 (721) 0
Transactions with owners of the company, recognized directly in equity:
Share-based payments 24 24
Cancelation of shares 0 336 (336) 0
Release LTIP shares 49 (49) 0
Final cash dividend 2020 (232) (232)
Interim cash dividend 2021 (140) (140)
Repurchased shares (410) (410)
Other movements (15) 0 15 0
Balance at December 31, 2021 32 87 118 (122) 219 (247) 1,602 728 2,417
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Wolters Kluwer 2022 Annual Report 211
Note 47 – Shareholders’ Equity continued
Legal reserves Other reserves
Issued share
capital
Share
premium
reserve
Legal reserve
participations
Hedge reserve
Translation
reserve
Treasury
shares
Retained
earnings
Undistributed
profit
Shareholders’
equity
Balance at January 1, 2022 32 87 118 (122) 219 (247) 1,602 728 2,417
Items that are or may be reclassified subsequently to the statement
ofprofitor loss:
Exchange differences on translation of foreign operations 231 231
Exchange differences on translation of equity-accounted investees 1 1
Recycling of foreign exchange differences on loss of control 1 1
Net gains/(losses) on hedges of net investments in foreign operations (17) (17)
Effective portion of changes in fair value of cash flow hedges 18 18
Net change in fair value of cash flow hedges reclassified to the statement
ofprofit or loss 11 11
Items that will not be reclassified to the statement of profit or loss:
Remeasurements on defined benefit plans 18 18
Tax on other comprehensive income:
Income tax on other comprehensive income 4 (5) (1)
Other comprehensive income/(loss) for the year, net of tax 16 233 13 262
Profit for the year 1,027 1,027
Total comprehensive income/(loss) for the year 16 233 13 1,027 1,289
Appropriation of profit previous year 728 (728) 0
Transactions with owners of the company, recognized directly in equity:
Share-based payments 28 28
Cancelation of shares (1) 451 (450) 0
Release LTIP shares 61 (61) 0
Final cash dividend 2021 (264) (264)
Interim cash dividend 2022 (160) (160)
Repurchased shares (1,000) (1,000)
Other movements 2 0 (2) 0
Balance at December 31, 2022 31 87 120 (106) 452 (735) 1,434 1,027 2,310
The legal reserves and treasury shares reserve are not available for dividend distribution to the owners of the company.
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Note 48 – Commitments and Contingent Liabilities
GUARANTEES
Pursuant to section 403 of the Dutch Civil Code, Book 2, the company has assumed joint and several liability for the debts arising
out of the legal acts of several subsidiaries in the Netherlands. The relevant declarations have been filed with and are open for
inspection at the Dutch Commercial Register for the district in which the legal entity respective to the liability has its registered office.
The company has the following outstanding guarantees at December 31:
2022 2021
Parental performance guarantees to third parties 5 12
Guarantee to the trustees of the U.K. retirement plan 20 21
Drawn bank credit facilities 1 1
Total guarantees outstanding 26 34
At December 31, 2022, the total guarantees issued for bank credit facilities on behalf of several subsidiaries amounted to €114 million
(2021: €113 million), of which €113 million was not utilized (2021: €112 million).
In November 2022, the company signed a mandate to execute up to €100 million in share buybacks for the period starting January 2,
2023, up to and including February 20, 2023.
The company forms part of a Dutch fiscal unity and, pursuant to standard conditions, has assumed joint and several liability for the
tax liabilities of the fiscal unity.
Note 49 – Details of Participating Interests
A list of subsidiaries and affiliated companies, prepared in accordance with the relevant legal requirements (Dutch Civil Code, Book 2,
Part 9, Section 379), is filed at the offices of the Chamber of Commerce of The Hague, the Netherlands.
An overview of significant subsidiaries is included in Note 39 – Overview of Significant Subsidiaries.
Note 50 – Profit Appropriation
2022 2021
Proposed dividend distribution Note 33 450 405
Proposed additions to retained earnings 577 323
Profit for the year 1,027 728
At the 2023 Annual General Meeting of Shareholders, the company will propose a final dividend distribution of €1.18 per share to be
paid in cash on June 6, 2023. This will bring the total dividend for 2022 to €1.81 per share (2021: €1.57 per share), an increase of 15%
over the prior year.
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To the shareholders and the Supervisory Board of Wolters Kluwer N.V.
Report on the audit of the financial statements 2022 included in the 2022 Annual Report
OUR OPINION
We have audited the accompanying financial statements 2022 of Wolters Kluwer N.V., based in Alphen aan den Rijn, the Netherlands.
The financial statements comprise the consolidated financial statements and the Company financial statements as set out on pages
110 to 213 of the 2022 Annual Report.
In our opinion:
• The accompanying consolidated financial statements give a true and fair view of the financial position of Wolters Kluwer N.V. as at
December 31, 2022, and of its result and its cash flows for 2022 in accordance with International Financial Reporting Standards as
adopted by the European Union (EU-IFRS) and with Part 9 of Book 2 of the Dutch Civil Code; and
• The accompanying Company financial statements give a true and fair view of the financial position of Wolters Kluwer N.V. as at
December 31, 2022, and of its result for 2022 in accordance with Part 9 of Book 2 of the Dutch Civil Code.
The consolidated financial statements comprise:
1. The Consolidated Statement of Financial Position as at December 31, 2022;
2. The following statements for 2022: the Consolidated Statement of Profit or Loss, the Consolidated Statement of Comprehensive
Income, the Consolidated Statement of Cash Flows, and the Consolidated Statement of Changes in Total Equity; and
3. The notes comprising a summary of the significant accounting policies and other explanatory information.
The company financial statements comprise:
1. The Company Statement of Financial Position as at December 31, 2022;
2. The Company Statement of Profit or Loss for 2022; and
3. The notes comprising a summary of the accounting policies and other explanatory information.
BASIS FOR OUR OPINION
We conducted our audit in accordance with Dutch law, including the Dutch Standards on Auditing. Our responsibilities under those
standards are further described in the Our responsibilities for the audit of the financial statements section of our report.
We are independent of Wolters Kluwer N.V. in accordance with the EU Regulation on specific requirements regarding statutory audit
of public-interest entities, the Wet toezicht accountantsorganisaties (Wta, Audit firms supervision act), the Verordening inzake de
onafhankelijkheid van accountants bij assurance-opdrachten (ViO, Code of Ethics for Professional Accountants, a regulation with
respect to independence), and other relevant independence regulations in the Netherlands. Furthermore, we have complied with the
Verordening gedrags- en beroepsregels accountants (VGBA, Dutch Code of Ethics).
We believe the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
Information in support of our opinion
We designed our audit procedures in the context of our audit of the financial statements as a whole and in forming our opinion
thereon. The following information in support of our opinion was addressed in this context, and we do not provide a separate opinion
or conclusion on these matters.
Materiality
Based on our professional judgment, we determined the materiality for the financial statements as a whole at €70 million (2021:
€60 million). We increased overall group materiality based on the performance growth of the group in 2022, which is a result of both
organic growth and a stronger U.S. Dollar. The materiality is based on 5.5% of profit before tax (2021: 6.5%). We have also taken into
account misstatements and/or possible misstatements that in our opinion are material for the users of the financial statements for
qualitative reasons.
Other Information on the
Financial Statements
Independent Auditor’sReport
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Wolters Kluwer 2022 Annual Report 215
Materiality overview
Materiality for the financial statements as a whole €70 million
Basis for materiality 5.5% of profit before tax
Threshold for reporting misstatements €3.5 million
Audits of the group entities (components) were performed using materiality levels determined by the judgment of the group
engagement team, considering the materiality for the consolidated financial statements as a whole and the reporting structure within
the group. For the significant components (i.e., business units Corporate Legal Services U.S., UpToDate U.S., and Tax & Accounting U.S.),
the audits were performed using a materiality level of €29.4 million (2021: €26.4 million). For the other components, the materiality
levels are in the range of €14.4 million to €26.5 million (2021: €14.4 million to €24.0 million).
We agreed with the Supervisory Board that misstatements in excess of €3.5 million (2021: €3 million), which are identified during the
audit, would be reported to them, as well as smaller misstatements that in our view must be reported on qualitative grounds.
SCOPE OF THE GROUP AUDIT
Wolters Kluwer N.V. is at the head of a group of entities. The financial information of this group is included in the consolidated
financial statements of Wolters Kluwer N.V.
Our group audit mainly focused on significant group entities. Our assessment of entities that are significant to the group was done as
part of our audit planning and was aimed to obtain sufficient coverage of the risks of material misstatement for significant account
balances, classes of transactions, and disclosures that we have identified. In addition, we considered qualitative factors as part of our
assessment.
In establishing the overall group audit strategy and plan, we determined the type of work that needed to be performed at the
components by the group engagement team and by component auditors. We responded to changes relevant to the group in 2022
in determining the components in our scope and the nature of procedures to be performed. Where the work was performed by
component auditors, we determined the level of involvement we needed to have in the audit work at those components to be able to
conclude whether sufficient and appropriate audit evidence had been obtained as a basis for our opinion on the financial statements
as a whole. With the exception of two, all component auditors are Deloitte member firms. The group engagement team directed
the planning, reviewed the work performed by component auditors, and assessed and discussed the results and findings with the
component auditors. The direction and supervision of the component auditors was partially performed remotely. Based on previous
experience, appropriate direction and supervision can be established through remote working policies. The group engagement
team held multiple virtual meetings with all the individual component auditors and management of the relevant group entities,
and participated in the relevant component auditor closing calls. For the component auditor of the businesses in the United States,
we conducted an on-site file review during the year and remote follow-up procedures during our year-end procedures. For other
selected component auditors (Germany and Italy), remote file reviews were conducted to evaluate the work undertaken and to assess
their findings.
The group consolidation, financial statement disclosures, and a number of central accounting and/or reporting items were audited
by the group engagement team. These items include impairment testing on goodwill and acquired identifiable intangible assets,
audit procedures on acquisitions and divestment of certain assets and businesses, group accounting for current and deferred
income taxes, share-based payments, the Wolters Kluwer N.V. company financial statements, and certain critical accounting positions
subject to management estimates. Specialists were involved amongst others in the areas of information technology; accounting and
reporting; pensions; forensic; environmental, social, and governance; and valuation.
As part of our year-end audit procedures, we have considered our assessment of significant group entities in order to ensure we have
obtained appropriate coverage of the risks of material misstatement for significant account balances, classes of transactions, and
disclosures that we have identified.
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In summary, the group engagement team has:
• Performed procedures on key audit matters subject to central testing;
• Performed audit procedures on the company-only financial statements
• Used the work of Deloitte component auditors, or performed specific audit procedures ourselves, when auditing the components in
the Netherlands (1), Europe (8), and North America (10) and used the work of non-Deloitte component auditors in Europe (1) and the
Netherlands (1); and
• Performed analytical procedures at group level on the other group entities.
The group entities subject to full-scope audits and audits of specified account balances and classes of transactions comprise
approximately 79% of consolidated revenues and approximately 90% of consolidated total assets. For the remaining entities, we
performed a combination of specific audit procedures and analytical procedures at group level relating to the risks of material
misstatement for significant account balances, classes of transactions, and disclosures that we have identified.
Audit coverage
Audit coverage of consolidated revenues 79%
Audit coverage of consolidated total assets 90%
By performing the procedures mentioned above at group entities, together with additional procedures at group level, we have
been able to obtain sufficient and appropriate audit evidence about the group’s financial information to provide an opinion on the
consolidated financial statements.
SCOPE OF AUDIT APPROACH ON FRAUD RISKS AND NON-COMPLIANCE WITH LAWS AND REGULATIONS
In accordance with Dutch Standards on Auditing, we are responsible for obtaining reasonable assurance that the financial statements
taken as a whole are free from material misstatements, whether due to fraud or error. Non-compliance with law and regulation may
result in fines, litigation, or other consequences for the group that may have a material effect on the financial statements.
Audit approach on fraud risks
In identifying potential risks of material misstatements due to fraud, we obtained an understanding of the group and its environment,
including the entity’s internal controls. We evaluated the group’s fraud risk assessment and made inquiries with management, those
charged with governance and others within the group, including but not limited to the Corporate Risk Committee and Internal Control
department. We evaluated several fraud risk factors to consider whether those factors indicated a risk of material misstatement due
to fraud. We involved our forensic specialists in our risk assessment and in determining the audit responses.
Following these procedures, and the presumed risk under the prevailing auditing standards, we considered the fraud risks in relation
to management override of controls, including evaluating whether there was evidence of bias by the Executive Board and other
members of management, which may represent a risk of material misstatement due to fraud.
As part of our audit procedures to respond to these fraud risks, we evaluated the design and relevant aspects of the system of
internal control and in particular the fraud risk assessment, as well as among others the code of conduct, whistleblower procedures,
and incident registration. We evaluated the design and implementation and, where considered appropriate, tested the operating
effectiveness of the internal controls relevant to mitigate these risks. As part of our process of identifying fraud risks, we evaluated
fraud risk factors with respect to financial reporting fraud, misappropriation of assets, and bribery and corruption in close
collaboration with our forensic specialist. We evaluated whether these factors indicate that a risk of material misstatement due
to fraud is present. Further, we performed substantive audit procedures, including detail testing of journal entries and supporting
documentation in relation to post-closing adjustments. Data analytics, including analyses of high risk journals, are part of our audit
approach to address fraud risks, which could have a material impact on the financial statements. The procedures prescribed are in
line with the applicable auditing standards and are not primarily designed to detect fraud.
We identified the following fraud risks:
• Management override of controls; and
• Revenue (transactions) may be subject to manual adjustments outside the fulfillment systems.
We incorporated elements of unpredictability in our audit. We also considered the outcome of our other audit procedures and
evaluated whether any findings were indicative of fraud or non-compliance.
Independent Auditor’sReport continued
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Wolters Kluwer 2022 Annual Report 217
We considered available information and made inquiries of the Executive Board, directors (including corporate accounting, internal
audit, internal control, legal, corporate tax, and divisional CFOs) and the Supervisory Board.
We evaluated whether the selection and application of accounting policies by the group, particularly those related to subjective
measurements and complex transactions, may be indicative of fraudulent financial reporting.
We evaluated whether the judgments and decisions made by management in making the accounting estimates included in the
financial statements indicate a possible bias that may represent a risk of material misstatement due to fraud. Management insights,
estimates and assumptions that might have a major impact on the financial statements are disclosed in Note 3 – Accounting
Estimates and Judgments of the financial statements. We performed a retrospective review of management judgments and
assumptions related to significant accounting estimates reflected in prior year financial statements. We refer to the audit procedures
as described in the separate section Our key audit matters below in addressing fraud risks in connection with revenue recognition
and potential management override on specific estimates, such as those applied in the valuation of goodwill and acquired
identifiable intangible assets. Our procedures did not lead to indications for fraud potentially resulting in material misstatements.
Audit approach on non-compliance with laws andregulations
We assessed the laws and regulations relevant to the group through discussion with management, reading minutes and reports of
internal audit, and inspection of selected documents regarding compliance with laws and regulations. Where relevant, we involved
our forensic specialists in this evaluation.
As a result of our risk assessment procedures, and while realizing that the effects from non-compliance could considerably vary, we
considered the following laws and regulations: adherence to (corporate) tax law and financial reporting regulations, the requirements
under the International Financial Reporting Standards as adopted by the European Union (EU-IFRS), and Part 9 of Book 2 of the Dutch
Civil Code with a direct effect on the financial statements as an integrated part of our audit procedures, to the extent material for the
related financial statements. We obtained sufficient appropriate audit evidence regarding provisions of those laws and regulations
generally recognized to have a direct effect on the financial statements.
Apart from these, the group is subject to other laws and regulations where the consequences of non-compliance could have a
material effect on amounts and/or disclosures in the financial statements, for instance, through imposing fines or litigation.
Given the nature of the group’s business and the complexity of the applicable laws and regulations, we considered data and
privacy regulation and whether there is a risk of non-compliance with the requirements of such laws and regulations. In addition,
we considered major laws and regulations applicable to listed companies, including the Dutch Corporate Governance Code, the EU
Taxonomy for sustainable activities, and the European Single Electronic Filing Reporting Format.
Our procedures are more limited with respect to these laws and regulations that do not have a direct effect on the determination
of the amounts and disclosures in the financial statements. Compliance with these laws and regulations may be fundamental to the
operating aspects of the business, to the group’s ability to continue its business, or to avoid material penalties (e.g., compliance with
the terms of licenses, permits, or intellectual property rights) and therefore non-compliance with such laws and regulations may
have a material effect on the financial statements. Our responsibility is limited to undertaking specified audit procedures to help
identify non-compliance with those laws and regulations that may have a material effect on the financial statements. Our procedures
are limited to (i) inquiry of management, the Supervisory Board, the Executive Board, and others within the group as to whether
the group is in compliance with such laws and regulations and (ii) inspecting correspondence, if any, with the relevant licensing
or regulatory authorities to help identify non-compliance with those laws and regulations that may have a material effect on the
financial statements.
Naturally, we remained alert to indications of (suspected) non-compliance throughout the audit.
Finally, we obtained written representations that all known instances of (suspected) fraud or non-compliance with laws and
regulations have been disclosed to us.
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AUDIT APPROACH ON GOING CONCERN
Our responsibilities, as well as the responsibilities of the Executive Board and the Supervisory Board, related to going concern under
the prevailing standards are outlined in the Description of responsibilities regarding the financial statements section below. The
Executive Board has assessed the going concern assumption, as part of the preparation of the consolidated financial statements,
and as disclosed in Note 1 – General and Basis of Preparation. The Executive Board believes that no events or conditions give rise to
doubt about the ability of the group to continue in operation at least 12 months from the end of the reporting period.
We have obtained the Executive Board’s assessment of the entity’s ability to continue as a going concern, and have assessed the
going concern assumption applied. As part of our procedures, we evaluated whether sufficient appropriate audit evidence has been
obtained regarding, and have concluded on, the appropriateness of Executive Board’s use of the going concern basis of accounting
in the preparation of the consolidated financial statements. Based on these procedures, we did not identify any reportable findings
related to the entity’s ability to continue as a going concern
OUR KEY AUDIT MATTERS
Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the financial
statements. We have communicated the key audit matters to the Supervisory Board. The key audit matters are not a comprehensive
reflection of all matters discussed.
The key audit matters were addressed in the context of our audit of the financial statements as a whole and in forming our opinion
thereon, and we do not provide a separate opinion on these matters.
Key audit matters
Description How the key audit matter was addressed in the audit
Internal controls over financial
reporting
The group has its businesses in a large
number of countries and locations.
The group operates various IT systems,
processes, and procedures locally that are
important for the continuity of its business
operations and for the reliability of its
financial reporting.
In addition, the group is exposed to IT-
related risks and cyber threats that could
affect their IT infrastructure and system
availability, applications, and company and
customer data.
The large number of countries and locations,
and the various IT systems, processes,
and procedures that are operated locally,
impact our audit effort on internal controls
over financial reporting, and therefore we
consider this a key audit matter.
We have considered the group’s internal controls over financial reporting as
a basis for designing and performing the audit activities that are deemed
appropriate for our audit. We are, however, not required to perform an audit on
internal controls over financial reporting and accordingly, we do not express an
opinion on the effectiveness of the group’s controls over financial reporting.
We have tailored our audit procedures to the diverse (local) IT landscapes and
the implemented internal controls. We have involved IT auditors to evaluate
the group’s annual cyber assessment, and we have held inquiries with key
stakeholders addressing IT-related risks and cyber threats.
We have included IT auditors in our audit teams to test the reliability and
continuity of the automated data processing, solely to the extent necessary
within the scope of the consolidated financial statements audit. Where relevant
to the audit, we have tested the operating effectiveness of IT controls or
performed additional substantive audit procedures.
Observations
We have reported our observations on internal controls over financial reporting
to the Supervisory Board and have performed additional substantive audit
procedures, where deemed needed, with satisfactory results.
Independent Auditor’sReport continued
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Wolters Kluwer 2022 Annual Report 219
Key audit matters continued
Description How the key audit matter was addressed in the audit
Revenue recognition
Revenue (transactions) may be subject
to manual adjustments outside the
fulfillment systems. There is a risk of
material misstatement that these revenue
adjustments are based on manual journal
entries that are non-valid, inaccurate, and/
or that allocate revenue to the improper
period. The group’s revenue recognition
policies are disclosed in Note 6 – Revenues.
Revenue arrangements may also require
careful consideration and judgment in
determining the correct revenue recognition
pattern in accordance with IFRS 15. The
group may fail to defer revenue recognition
or to identify distinct performance
obligations, or allocate the incorrect
selling price to the different elements in
the arrangements in accordance with IFRS
15 requirements, potentially resulting
in inaccurate and improper revenue
recognition.
The audit procedures performed on revenue recognition of existing contracts
focused on manual adjustments, which could impact the accuracy, occurrence,
and cut-off of recorded revenue, especially around period-end. We obtained an
understanding of the revenue processes, and tested design and implementation
of controls in place, including segregation of duties, relevant to our audit.
The recognition of revenue, contract assets, and contract liabilities, including
deferred income, was evaluated with the underlying contract, customer
acceptance form, and/or third-party delivery confirmation. We evaluated proper
allocation of the contract value to the different performance obligations and
evaluated the revenue recognition patterns applied, in accordance with IFRS 15.
Our risk assessment in connection with revenue recognition did not change,
since the overall product portfolio of the group remained materially unchanged
as compared to the prior year.
We also evaluated the adequacy of the disclosures provided by the group in Note
6 – Revenues.
Observations
Based on our procedures performed, we did not identify any material
reportable matters in manual adjustments to revenue, revenue recognition, and
corresponding disclosures included in Note 6 – Revenues.
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Key audit matters continued
Description How the key audit matter was addressed in the audit
Valuation of goodwill and acquired
identifiable intangible assets
The group has €4,394 million of goodwill
and €1,000 million of acquired identifiable
intangible assets (December 31, 2021:
€4,180 million and €1,045 million
respectively), as disclosed in Note 18.
Goodwill and acquired identifiable intangible
assets represent 57% (2021: 58%) of
consolidated total assets and 234% (2021:
216%) of consolidated total shareholders’
equity. Due to the magnitude of these
balances to Wolters Kluwer’s financial
position and since the annual impairment
test is subject to management estimates, we
consider this a key audit matter.
Goodwill is subject to an annual impairment
test. The value-in-use of goodwill and
acquired identifiable intangible assets is
dependent on expected future cash flows
from the underlying group of Cash Generating
Units (CGUs) for goodwill and individual CGUs
for acquired identifiable intangible assets.
The impairment assessment prepared by
management includes a variety of internal
and external factors. In connection with these
factors, management made use of valuation
models, making significant estimates,
potentially subject to management override,
particularly the assumptions related to the
adjusted operating profit margin, the average
long-term growth rates and weighted-average
cost of capital.
The annual impairment test for goodwill did
not result in an impairment. Management has
disclosed its sensitivity analyses in Note 18.
During the year, management performed
triggering event analyses for its assets,
including acquired identifiable intangible
assets. For acquired identifiable intangible
assets in the individual CGU Learner’s
Digest (Health), a trigger for impairment was
identified. The impairment tests performed
resulted in impairment adjustments to the
acquired identifiable intangible assets of
€20 million.
We obtained an understanding of the process in place and identified controls in
the impairment assessment of the group for goodwill and acquired identifiable
intangible assets as a basis for our substantive audit approach.
We obtained management’s annual impairment test, as well as management’s
triggering event analysis, and for the individual CGUs where a trigger for
impairment was identified, we obtained the respective impairment assessment.
We have challenged management’s triggering events analysis for completeness
of identified triggers, by using both internal and external information, and have
evaluated the impairment test models. We involved valuation specialists to assess
the models used for the annual goodwill impairment test by management and the
key assumptions applied as outlined in Note 18 – Goodwill and Intangible Assets
other than Goodwill. Our valuation specialists assisted us specifically in evaluating
the weighted-average cost of capital and the average long-term growth rates
applied, by benchmarking against independent data and peers in the industry.
We evaluated management’s key assumptions used for cash flow projections
(including adjusted operating profit margins), weighted-average cost of capital,
and average long-term growth rates. We compared rates with historical trends and
external data and performed sensitivity analyses. We reconciled forecasted cash
flows per group of CGUs to authorized budgets and obtained an understanding
how these budgets were compiled. For the individual CGU Learner’s Digest
(Health), where an impairment trigger was identified for acquired identifiable
intangible assets, these procedures were performed for this individual CGU.
We also evaluated the adequacy of the disclosures provided by the group in
Note 18 – Goodwill and Intangible Assets Other than Goodwill in relation to its
impairment assessment.
Observations
We did not identify any material reportable matters in management’s valuation
of goodwill and acquired identifiable intangible assets and the respective
impairment adjustments recorded, as well as the corresponding disclosures
included in Note 18 – Goodwill and Other Intangible Assets than Goodwill.
Independent Auditor’sReport continued
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Wolters Kluwer 2022 Annual Report 221
REPORT ON THE OTHER INFORMATION INCLUDED IN THE ANNUAL REPORT
The Annual Report contains other information, in addition to the financial statements and our auditor’s report thereon.
The other information consists of:
• Strategic Report;
• Governance; and
• Other Information as required by Part 9 of Book 2 of the Dutch Civil Code.
Based on the following procedures performed, we conclude that the other information:
• Is consistent with the financial statements and does not contain material misstatements; and
• Contains all the information regarding the management report and the other information as required by Part 9 of Book 2 of the Dutch
Civil Code.
We have read the other information. Based on our knowledge and understanding obtained through our audit of the financial
statements or otherwise, we have considered whether the other information contains material misstatements.
By performing these procedures, we comply with the requirements of Part 9 of Book 2 of the Dutch Civil Code and the Dutch Standard
on Auditing 720. The scope of the procedures performed is substantially less than the scope of those performed in our audit of the
financial statements.
Management is responsible for the preparation of the other information, including the Strategic Report and Governance, in
accordance with Part 9 of Book 2 of the Dutch Civil Code, and the other information as required by Part 9 of Book 2 of the Dutch Civil
Code
REPORT ON OTHER LEGAL AND REGULATORY REQUIREMENTS AND ESEF
Engagement
We were appointed by the General Meeting of Shareholders as auditor of Wolters Kluwer N.V. on April 23, 2014, for the audit of the
financial year 2015 and have operated as statutory auditor ever since that financial year. In the General Meeting of Shareholders on
April 19, 2018, we were re-appointed for a period of four years for the financial years 2019 through 2022 and in the General Meeting of
Shareholders on April 22, 2022, we were re-appointed for the years 2023 and 2024.
No prohibited non-audit services
We have not provided prohibited non-audit services as referred to in Article 5(1) of the EU Regulation on specific requirements
regarding statutory audit of public-interest entities.
European Single Electronic Format
The group has prepared its Annual Report in European Single Electronic Format (ESEF). The requirements for this are set out in
the Commission Delegated Regulation (EU) 2019/815 with regard to regulatory technical standards on the specification of a single
electronic reporting format (hereinafter: the RTS on ESEF).
In our opinion, the Annual Report, prepared in XHTML format, including the marked-up consolidated financial statements, as included
in the reporting package by the group complies in all material respects with the RTS on ESEF.
Management is responsible for preparing the Annual Report including the financial statements in accordance with the RTS on ESEF,
whereby management combines the various components into a single reporting package.
Our responsibility is to obtain reasonable assurance for our opinion whether the Annual Report in this reporting package complies
with the RTS on ESEF.
We performed our examination in accordance with Dutch law, including Dutch Standard on Auditing 3950N ‘Assurance-opdrachten
inzake het voldoen aan de criteria voor het opstellen van een digitaal verantwoordingsdocument’ (assurance engagements relating to
compliance with criteria for digital reporting).
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Our examination included amongst others:
• Obtaining an understanding of the company’s financial reporting process, including the preparation of the reporting package; and
• Identifying and assessing the risks that the Annual Report does not comply in all material respects with the RTS on ESEF and designing
and performing further assurance procedures responsive to those risks to provide a basis for our opinion, including:
• obtaining the reporting package and performing validations to determine whether the reporting package containing the Inline XBRL
instance and the XBRL extension taxonomy files has been prepared in accordance with the technical specifications as
included in the RTS on ESEF; and
• examining the information related to the consolidated financial statements in the reporting package to determine whether all
required mark-ups have been applied and whether these are in accordance with the RTS on ESEF.
DESCRIPTION OF RESPONSIBILITIES REGARDING THE FINANCIAL STATEMENTS
Responsibilities of management and the Supervisory Board for the financial statements
Management is responsible for the preparation and fair presentation of the financial statements in accordance with EU-IFRS and Part
9 of Book 2 of the Dutch Civil Code. Furthermore, management is responsible for such internal control as management determines is
necessary to enable the preparation of the financial statements that are free from material misstatement, whether due to fraud or
error.
As part of the preparation of the financial statements, management is responsible for assessing the group’s ability to continue as a
going concern. Based on the financial reporting frameworks mentioned, management should prepare the financial statements using
the going concern basis of accounting unless management either intends to liquidate the group or to cease operations, or has no
realistic alternative but to do so.
Management should disclose events and circumstances that may cast significant doubt on the group’s ability to continue as a going
concern in the financial statements.
The Supervisory Board is responsible for overseeing the group’s financial reporting process.
Our responsibilities for the audit of the financial statements
Our objective is to plan and perform the audit assignment in a manner that allows us to obtain sufficient and appropriate audit
evidence for our opinion.
Our audit has been performed with a high, but not absolute, level of assurance, which means we may not detect all material errors
and fraud during our audit.
Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be
expected to influence the economic decisions of users taken on the basis of these financial statements. The materiality affects the
nature, timing, and extent of our audit procedures and the evaluation of the effect of identified misstatements on our opinion.
We have exercised professional judgment and have maintained professional skepticism throughout the audit, in accordance with
Dutch Standards on Auditing, ethical requirements, and independence requirements. Our audit included among others:
• Identifying and assessing the risks of material misstatement of the financial statements, whether due to fraud or error, designing and
performing audit procedures responsive to those risks, and obtaining audit evidence that is sufficient and appropriate to provide a
basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from
error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
• Obtaining an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the
circumstances, but not for the purpose of expressing an opinion on the effectiveness of the group’s internal control.
• Evaluating the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures
made by management.
• Concluding on the appropriateness of management’s use of the going concern basis of accounting, and based on the audit evidence
obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the group’s ability
to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor’s
report to the related disclosures in the financial statements or, if such disclosures are inadequate, to modify our opinion. Our
conclusions are based on the audit evidence obtained up to the date of our auditor’s report. However, future events or conditions may
cause the group to cease to continue as a going concern.
Independent Auditor’sReport continued
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Wolters Kluwer 2022 Annual Report 223
• Evaluating the overall presentation, structure, and content of the financial statements, including the disclosures.
• Evaluating whether the financial statements represent the underlying transactions and events in a manner that achieves fair
presentation.
Because we are ultimately responsible for the opinion, we are also responsible for directing, supervising, and performing the group
audit. In this respect we have determined the nature and extent of the audit procedures to be carried out for group entities. Decisive
were the size and/or the risk profile of the group entities. On this basis, we selected group entities for which an audit or review had
to be carried out on the complete set of financial information or specific items.
We communicate with the Supervisory Board regarding, among other matters, the planned scope and timing of the audit and
significant audit findings, including any significant findings in internal control that we identified during our audit. In this respect we
also submit an additional report to the Supervisory Board in accordance with Article 11 of the EU Regulation on specific requirements
regarding statutory audit of public-interest entities. The information included in this additional report is consistent with our audit
opinion in this auditor’s report.
We provide the Supervisory Board with a statement that we have complied with relevant ethical requirements regarding
independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our
independence, and where applicable, related safeguards.
From the matters communicated with the Supervisory Board, we determine the key audit matters: those matters that were of most
significance in the audit of the financial statements. We describe these matters in our auditor’s report unless law or regulation
precludes public disclosure about the matter or when, in extremely rare circumstances, not communicating the matter is in the
public interest.
Amsterdam, February 21, 2023
Deloitte Accountants B.V.
B.E. Savert
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ARTICLE 29 OF THE ARTICLES OF ASSOCIATION
Paragraph 1
From the profit as it appears on the annual accounts adopted by the General Meeting, a dividend shall be distributed on the
preference shares, whose percentage – calculated on the paid part of the nominal amount – is equal to that of the average of the
interest rate on Basis Refinancing Transactions (Refi interest of the European Central Bank). These are weighted according to the
number of days over which this rate of interest applies during the financial year over which the dividend was paid, increased by a
debit interest rate to be determined by the large Dutch banks and also increased by a margin determined by the Executive Board and
approved by the Supervisory Board of one percentage point (1%) minimum and four percentage points (4%) maximum. The dividend
on the preference shares shall be calculated on an annual basis on the paid part of the nominal amount. If in any financial year the
distribution referred to in the first full sentence cannot be made or can only be made in part because the profits are not sufficient,
the deficiency shall be distributed from the distributable part of the company’s equity. No further dividend shall be distributed on
the preference shares.
Paragraph 2
Subsequently such allocations to reserves shall be made as the Executive Board shall determine, subject to the approval of the
Supervisory Board.
Paragraph 3
Any balance remaining after that shall be distributed at the disposal of the General Meeting of Shareholders.
Paragraph 5
Distribution of profit shall be made after adoption of the annual accounts showing that it is permitted.
Paragraph 6
Subject to approval of the Supervisory Board, the Executive Board may resolve on distribution of interim dividend, provided the
requirements of paragraph 4 have been met, according to an interim statement of assets and liabilities. It shall relate to the
position of the assets and liabilities no earlier than on the first day of the third month before the month in which the resolution on
distribution of interim dividend is made known. It shall be drawn up with observance of valuation methods considered generally
acceptable. The statement of assets and liabilities shall include the amounts to be reserved by virtue of the law.
It shall be signed by the Members of the Executive Board; if the signature of one or more of them is lacking this shall be stated with
reasons. The statement of assets and liabilities shall be deposited at the office of the Commercial Register within eight days after the
day on which the resolution on distribution is made known.
Paragraph 7
If a loss is suffered for any year, that loss shall be transferred to a new account for set-off against future profits, and for that year
no dividend shall be distributed. Based on the proposal of the Executive Board that has been approved by the Supervisory Board,
the General Meeting of Shareholders may resolve, however, to delete such a loss by writing it off on a reserve that need not be
maintained, according to the law.
ARTICLE 30 OF THE ARTICLES OF ASSOCIATION
Paragraph 1
On the proposal of the Executive Board that has been approved by the Supervisory Board, the General Meeting of Shareholders may
resolve that a distribution of dividend on ordinary shares shall be made entirely or partially not in money but in ordinary shares in
the capital of the company.
Paragraph 2
On the proposal of the Executive Board that has been approved by the Supervisory Board, the General Meeting of Shareholders may
resolve on distributions in money or in the manner as referred to in Paragraph 1 to holders of ordinary shares against one or more
reserves that need not be maintained under the law.
Articles of Association Provisions
GoverningProfitAppropriation
Other Information
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ACTIVITIES
The Board of the Wolters Kluwer Preference Shares Foundation (the Foundation) met twice in 2022. The matters discussed included
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. Representatives of the Executive Board of the company, the chair of the
Supervisory Board (one meeting), and corporate staff attended the meetings to give the Board of the Foundation information about
the developments within Wolters Kluwer.
The Board of the Foundation also followed developments of the company outside of board meetings, among other through receipt
by the board members of press releases. As a result, the Board of the Foundation has a good view on the course of events at Wolters
Kluwer. The Board of the Foundation also closely monitored the developments with respect to corporate governance and relevant
Dutch legislation and discussed that topic during the meeting. Furthermore, the financing of the Foundation and the composition of
the Board of the Foundation were discussed. The Foundation acquired no preference shares during the year under review.
EXERCISE OF THE PREFERENCE SHARES OPTION
Wolters Kluwer N.V. and 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
Supervisory Board, including events that could threaten the strategy, continuity, independence, identity, or coherence between the
activities of the company. The Foundation is entitled to exercise the option on preference shares in such a way that the number
of preference shares taken will be no more than 100% of the number of issued and outstanding ordinary shares at the time of
exercise. Among other things by the exercise of the option on the preference shares by the Foundation, the Executive Board and
the Supervisory Board will have the possibility to determine their position with respect to, for example, a party making a bid on the
shares of Wolters Kluwer, and its plans, or with respect to a third party that otherwise wishes to exercise decisive influence, and
enables the boards to examine and implement alternatives.
COMPOSITION OF THE BOARD OF THE WOLTERS KLUWER PREFERENCE SHARES FOUNDATION
Mr. Lindenbergh retired in 2022, due to the expiration of his final term. The Board of the Foundation appointed Mr. Nühn as new
member.
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). All members of the Board of the Foundation are independent from the company.
Alphen aan den Rijn, February 21, 2023
Board of Wolters Kluwer Preference Shares Foundation
P. Bouw, Chair
J.S.T. Tiemstra, Vice-Chair
A. Nühn
G.W.Ch. Visser
Report of the Wolters Kluwer
Preference SharesFoundation
226 Wolters Kluwer 2022 Annual Report
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Additional information regarding Wolters Kluwer shares andbonds is provided in this chapter.
ORDINARY SHARES AND ADRS
Wolters Kluwer N.V. ordinary shares are listed on Euronext Amsterdam under the symbol WKL. During 2022, the average daily trading
volume of Wolters Kluwer shares on Euronext Amsterdam was 541,684 shares (2021: 521,131), according to Euronext.
American Depositary Receipt program
Wolters Kluwer has a sponsored Level I American Depositary Receipt (ADR) program. Each Wolters Kluwer ADR represents one
ordinary share (ADR ratio 1:1). Wolters Kluwer ADRs are denominated in U.S. dollars and are traded on the over-the-counter (OTC)
securities market in the United States. Wolters Kluwer ADRs receive the same dividends as the ordinary shares converted into U.S.
dollars at the prevailing €/$ exchange rate. For more information contact our ADR depositary bank: Deutsche Bank Trust Company
Americas, c/o American Stock Transfer & Trust Company, Peck Slip Station, P.O. Box 2050 New York, N.Y. 10272-2050, United States, or
visit . www.adr.db.com
Securities codes and ticker symbols
System Ordinary shares ADRs
ISIN NL0000395903 US9778742059
Sedol 5671519 2977049
Bloomberg WKL:NA WTKWY:US
Reuters RIC WLSNc.AS WTKWY
CUSIP – 977874205
Exchange Euronext Over-the-counter (OTC)
SHARE PRICE PERFORMANCE
Wolters Kluwer shares ended the year 2022 down 6%, outperforming the Amsterdam AEX Index and STOXX Europe 600, which were
down 14% and 15%, respectively. Over the five-year period ending December 31, 2022, Wolters Kluwer shares have increased by 125%,
significantly outperforming the Amsterdam AEX Index and the STOXX Europe 600, which increased 27% and 6%, respectively. Wolters
Kluwer ADRs (quoted in U.S. dollars) appreciated 100% over this five-year period, significantly outperforming the S&P 500 which rose
44%.
Five-year share price performance 2018-2022
€
2018 2019 2020 20222021
110
90
100
80
70
60
50
40
30
20
10
Wolters Kluwer N.V. AEX (rebased)
STOXX Europe 600 (rebased)
To be updated
Source: Nasdaq/FactSet data. Indices rebased to Wolters Kluwer share price.
Wolters Kluwer Shares andBonds
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Wolters Kluwer 2022 Annual Report 227
DIVIDEND POLICY AND DIVIDEND PROPOSAL
Dividend policy
Wolters Kluwer is committed to a progressive dividend policy. Proposed annual increases in the dividend per share take into
account our financial performance, market conditions, and our need for financial flexibility. The policy takes into consideration
the characteristics of our business, our expectations for future cash flows, and our plans for organic investment or for external
investment in acquisitions.
Proposed 2022 dividend
We are proposing to increase the total dividend for the financial year 2022 by 15% (2021: 15% increase) to €1.81 per share (2021: €1.57).
We will therefore recommend a final dividend of €1.18 per share, subject to the approval of shareholders at the Annual General
Meeting in May 2023.
For 2023, we intend to maintain the interim distribution at 40% of prior year total dividend.
Shareholders can choose to reinvest interim and final dividends by purchasing additional Wolters Kluwer shares through the
Dividend Reinvestment Plan (DRIP) administered by ABN AMRO Bank N.V.
SHARE BUYBACK PROGRAMS
As a matter of policy since 2012, Wolters Kluwer offsets the dilution caused by our annual incentive share issuance with share
repurchases (Anti-Dilution Policy). In addition, when appropriate, we return capital to shareholders through further share buyback
programs. Shares repurchased by the company are added to and held as treasury shares. Treasury shares are either canceled or are
held to meet future obligations under share-based incentive plans.
During 2022, we repurchased 10.1 million shares for a total consideration of €1 billion, including 0.7 million shares to offset
incentive share issuances (2021: 0.7 million). As of December 31, 2022, we held 8.8 million shares in treasury. A summary of amounts
repurchased and cancelations over the past few years is shown below.
Share repurchases and cancelations 2018-2022
Shares
repurchased
million
Total
consideration
€ million
Average
share price
€
Treasury shares
canceled
million
Treasury shares
released for LTIP
million
2022 10.1 1,000 98.75 5.0 0.7
2021 5.0 410 82.62 5.0 0.7
2020 5.1 350 68.41 5.5 0.9
2019 5.5 350 63.80 6.7 1.0
2018 11.5 550 47.81 10.6 1.3
Share buyback 2023
On February 22, 2023, we will announce our intention to spend up to €1 billion on share repurchases during 2023, including
repurchases to offset incentive share issuances. As of February 20, 2023, €100 million of this 2023 buyback has been completed.
We believe this level of cash return leaves us with ample headroom to support our dividend plans, to sustain organic investment,
and to make selective acquisitions. The share repurchases may be suspended, discontinued, or modified at any time. At the Annual
General Meeting in May 2023, we will propose canceling any or all treasury shares that are not used for share-based incentive plans.
228 Wolters Kluwer 2022 Annual Report
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SHARE CAPITAL AND MARKET CAPITALIZATION
Shares issued and outstanding
The number of issued ordinary shares on December 31, 2022, was 257.5 million (2021: 262.5 million), of which 8.8 million were held in
treasury. In August 2022, 5.0 million treasury shares were canceled.
During 2022, 10.1 million shares were repurchased and added to treasury, while 0.7 million shares were released for long-term
incentive plans. The diluted weighted-average number of ordinary shares used to compute the diluted earnings per share figures was
255.8 million in 2022.
Market capitalization
Based on issued ordinary shares (including 8.8 million treasury shares), the market capitalization of Wolters Kluwer as of December
31, 2022, was €25.2 billion (2021: €27.2 billion).
Shares issued and outstanding
number of shares in millions 2022 2021
Issued ordinary shares (December 31) 257.5 262.5
Treasury shares (December 31) 8.8 4.3
Issued ordinary shares outstanding (December 31) 248.7 258.2
Weighted-average number of ordinary shares outstanding 254.7 260.4
Diluted weighted-average number of ordinary shares 255.8 261.8
SHAREHOLDER STRUCTURE
Wolters Kluwer has 100% free float and a widely distributed,
global shareholder base. Approximately 86% of the issued
ordinary shares of Wolters Kluwer were held by institutional
investors. The remaining 14% was either unidentified, held by
broker-dealers or retail investors, or held in treasury by Wolters
Kluwer.
As of December 2022, 42% of our issued ordinary shares were
held by investors in North America, mainly the United States
and Canada. Institutions based in the United Kingdom held
22%, while institutions based in continental Europe owned 18%.
Institutions in Asia Pacific & Rest of World owned approximately
4% of our issued share capital.
Shareholders who have notified the Dutch Authority for the
Financial Markets (AFM) indicating a capital interest exceeding
the AFM’s reporting thresholds can be found on the AFM website
(www.afm.nl).
Geographical distribution of issued ordinary shares
United States 34%
Canada/Other Americas 8%
United Kingdom 22%
France 6%
Switzerland 3%
Germany 3%
Netherlands 2%
Rest of Europe 4%
Asia Pacific & ROW 4%
Intermediaries/Other 11%
Treasury shares 3%
Source: CMi2i, as of December 2022.
Wolters Kluwer Shares andBonds continued
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Wolters Kluwer 2022 Annual Report 229
Some of the most widely followed indices that include Wolters Kluwer shares are shown below.
Wolters Kluwer weight in selected indices
Index Weight %
AEX
®
3.39%
AEX
®
ESG
7.75%
Euronext
®
100 0.69%
Euronext
®
Eurozone ESG Leaders Select 40 2.49%
EURO STOXX
®
0.54%
STOXX
®
Europe 600 0.27%
STOXX
®
Europe 600 Media 14.57%
STOXX
®
Europe 600 ESG-X 0.28%
MSCI Europe Commercial & Professional Services 14.59%
Sources: Euronext, STOXX, MSCI. Weights as of December 31, 2022.
INDUSTRY CLASSIFICATIONS AND INDICES
Wolters Kluwer is currently classified in different industry sectors by the global index providers.
Industry classification by main index providers
Main index provider System used Wolters Kluwer industry classification (code)
Bloomberg BICS Technology: Software & Technology Services (1814)
STOXX, FTSE Russell ICB Consumer Discretionary: Media: Publishing (5557)
MSCI, S&P, Dow Jones GICS Industrials: Commercial & Professional Services: Research &
ConsultingServices(20202020)
Sources: Bloomberg, FTSE Russell, MSCI, S&P Global, STOXX.
RESEARCH RATINGS
Wolters Kluwer is covered by over 18 sell-side analysts. Of those who regularly publish research, as of January 31, 2023, nine have
a Buy rating, five have a Hold rating, and two rate the shares a Sell. A diverse range of firms produce environmental, social, and
governance (ESG) research and ratings on Wolters Kluwer. A selection of publicly available ESG ratings is shown below.
A list of analysts can be found on our Investor Relations website
www.wolterskluwer.com/en/investors/analysts/analyst-coverage
230 Wolters Kluwer 2022 Annual Report
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Selected ESG ratings
ESG rating 2022 2021 Description
MSCI ESG Rating AAA AAA MSCI rating uses a scale of AAA-CCC. AAA is the top score.
ISS Governance Quality Score 1 1 ISS quality scores are on a scale of 1-10, with a lower score denoting lower risk.
ISS Social Quality Score 2 2
ISS Environment Quality Score 4 3
Sustainalytics ESG Risk Rating
*
15.6 18.0 Sustainalytics uses a scale of 0-100. A low score indicates lower ESG risk. In 2021, Sustainalytics
reclassified and rated Wolters Kluwer as a Software & Services company.
Sources: MSCI, ISS, Sustainalytics, as of January 31, 2023.
*
Sustainalytics: 2022 ESG Risk Rating is as of January 2023; 2021 ESG Risk Rating is as of March 2022.
BONDS AND OTHER FIXED INCOME SECURITIES
Wolters Kluwer has seven Eurobonds listed on the Luxembourg exchange with a total face value of €3,136 million.
Wolters Kluwer listed fixed-income issues
Debt security Due
Amount
€ million Listing ISIN
2.875% senior bonds March 2023 €700 Luxembourg XS0907301260
2.500% senior bonds May 2024 €400 Luxembourg XS1067329570
3.000% senior bonds September 2026 €500 Luxembourg XS2530756191
1.500% senior bonds March 2027 €500 Luxembourg XS1575992596
0.250% senior bonds March 2028 €500 Luxembourg XS2324836878
6.748% senior bonds August 2028 €36 Luxembourg XS0384322656
0.750% senior bonds July 2030 €500 Luxembourg XS2198580271
Euro Commercial Paper
Wolters Kluwer has a Euro Commercial Paper (ECP) program under which the company may issue unsecured, short-term debt up to
a maximum of €1.0 billion. The outstanding amount (included in borrowings and bank overdrafts) per December 31, 2022, is nil (2021:
nil).
Type As of
Issued
€ million
Total facility
€ million
Euro Commercial Paper December 31, 2022 Nil 1,000
Credit ratings
Maintaining investment grade credit ratings is a core policy of Wolters Kluwer. Current credit ratings and outlook are provided below.
Agency Long-term Short-term Outlook Date of rating Date affirmed
Moody’s Baa1 – Stable September 12, 2013 March 29, 2022
S&P BBB+ A-2 Stable March 7, 2013 June 7, 2022
Sources: Moody’s, S&P Global.
For more information on Wolters Kluwer’s long-term debt, refer to Note 29 – Net Debt.
Wolters Kluwer Shares andBonds continued
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Wolters Kluwer 2022 Annual Report 231
INVESTOR RELATIONS
Shareholder engagement
Wolters Kluwer places great importance on a constructive dialogue with the investment community. We manage a comprehensive
investor relations program designed to maintain regular interaction with investors and sell-side analysts. We communicate through
our half-year and full-year earnings releases and presentations, trading updates, the annual report, investor seminars, and other
information published on our investor relations website. We host live webcast presentations of our half-year and full-year results,
hold the Annual General Meeting of Shareholders, and interact with investors on roadshows and at conferences. In December 2022,
we held a virtual teach-in on our Tax & Accounting division, highlighting two of our largest cloud-based software platforms. During
the year, the Executive Board met with investors representing around a third of our issued share capital and our Supervisory Board
Chair met with a number of shareholders during virtual and in-person governance roadshows.
Investor Relations is focused on helping the market understand our business, our strategy, our markets, as well as our financial
performance. We aim to be responsive and proactive and welcome direct feedback from investors. Wolters Kluwer is committed to a high
degree of transparency in its financial reporting and strives to be open with its shareholders and the wider investment community.
Investor Relations website
www.wolterskluwer.com/en/investors
Investor relations policy
Wolters Kluwer is strict in its compliance with applicable rules and regulations on fair disclosure to shareholders. Presentations are
posted publicly on the company’s website at the same time as they are made available to analysts and investors. In adherence with
fair disclosure rules, meetings and presentations do not take place during ‘closed periods’ before the publication of annual and
quarterly financial information. The company does not assess, comment upon, or correct, other than factually, any analyst report or
valuation prior to publication. The company is committed to helping investors and analysts become better acquainted with Wolters
Kluwer and its management, as well as to maintaining a long-term relationship of trust with the investment community at large.
Financial calendar 2023-2024
2023
May 3 First-Quarter 2023 Trading Update
May 10 Annual General Meeting of Shareholders
May 12 Ex-dividend date: 2022 final dividend
May 15 Record date: 2022 final dividend
June 6 Payment date: 2022 final dividend, ordinary shares
June 13 Payment date: 2022 final dividend, ADRs
August 2 Half-Year 2023 Results
August 29 Ex-dividend date: 2023 interim dividend
August 30 Record date: 2023 interim dividend
September 21 Payment date: 2023 interim dividend
September 28 Payment date: 2023 interim dividend, ADRs
November 1 Nine-Month 2023 Trading Update
2024
February 21 Full-Year 2023 Results
March 6 Publication of 2023 Annual Report
232 Wolters Kluwer 2022 Annual Report
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in millions of euros, unless otherwise stated 2022 2021 2020 2019 2018
*
Revenues 5,453 4,771 4,603 4,612 4,259
Operating profit 1,333 1,012 972 908 967
Profit for the year, attributable to owners of the company 1,027 728 721 669 656
Adjusted EBITDA 1,730 1,514 1,422 1,382 1,274
Adjusted operating profit 1,424 1,205 1,124 1,089 986
Adjusted net financing costs 56 78 46 58 77
Adjusted net profit 1,059 885 835 790 682
Adjusted free cash flow 1,220 1,010 907 807 762
Proposed dividend distribution 450 405 357 315 266
Acquisition spending 92 108 395 34 166
Net capital expenditure 295 239 231 226 214
Amortization and impairment of other intangible assets, and depreciation and impairment
of PPE and right-of-use assets 306 309 298 293 288
Amortization and (reversal of) impairment of acquired identifiable intangible assets 160 164 144 182 175
Shareholders’ equity 2,310 2,417 2,087 2,380 2,254
Guarantee equity 2,310 2,417 2,087 2,380 2,254
Net debt 2,253 2,131 2,383 2,199 2,249
Capital employed 5,529 5,859 5,087 4,966 5,013
Total assets 9,510 9,028 8,350 8,775 8,544
Ratios
As % of revenues:
Operating profit 24.4 21.2 21.1 19.7 22.7
Profit for the year, attributable to owners of the company 18.8 15.3 15.7 14.5 15.4
Adjusted EBITDA 31.7 31.7 30.9 30.0 29.9
Adjusted operating profit 26.1 25.3 24.4 23.6 23.1
Adjusted net profit 19.4 18.6 18.1 17.1 16.0
ROIC (%) 15.5 13.7 12.3 11.8 10.6
Dividend proposal in % of adjusted net profit 42.5 45.8 42.8 39.8 39.0
Dividend proposal in % of profit for the year, attributable to owners of the company 43.9 55.7 49.5 47.1 40.5
Cash conversion ratio (%) 107 112 102 96 104
Net interest coverage 25.4 15.5 24.5 18.7 12.8
Net-debt-to-EBITDA 1.3 1.4 1.7 1.6 1.8
Net gearing 1.0 0.9 1.1 0.9 1.0
Shareholders’ equity to capital employed 0.42 0.41 0.41 0.48 0.45
Guarantee equity to total assets 0.24 0.27 0.25 0.27 0.26
Five-Year Key Figures
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Wolters Kluwer 2022 Annual Report 233
2022 2021 2020 2019 2018
*
Information per share (€)
Total dividend proposal in cash per share 1.81 1.57 1.36 1.18 0.98
Basic earnings per share 4.03 2.79 2.72 2.47 2.37
Adjusted earnings per share 4.16 3.40 3.15 2.92 2.47
Adjusted free cash flow per share 4.79 3.89 3.42 2.98 2.75
Based on fully diluted:
Diluted earnings per share 4.01 2.78 2.70 2.46 2.35
Diluted adjusted earnings per share 4.14 3.38 3.13 2.90 2.45
Diluted adjusted free cash flow per share 4.77 3.87 3.40 2.96 2.73
Weighted-average number of shares issued (millions) 254.7 260.4 265.0 270.3 276.7
Diluted weighted-average number of shares (millions) 255.8 261.8 266.6 272.2 278.8
Stock exchange (€)
Highest quotation 111.40 105.25 78.22 67.72 55.68
Lowest quotation 84.18 63.88 52.04 49.98 39.19
Quotation at December 31 97.76 103.60 69.06 65.02 51.66
Average daily trading volume Wolters Kluwer on Euronext Amsterdam N.V.
(thousands of shares) 542 521 677 643 755
Employees
Headcount at December 31 20,451 19,827 19,169 18,979 18,553
In full-time equivalents at December 31 20,056 19,454 18,785 18,361 18,134
In full-time equivalents average per annum 20,616 19,741 19,180 18,883 18,687
*
Restated for IFRS 16, IFRIC 23, and certain reclassifications.
234 Wolters Kluwer 2022 Annual Report
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Glossary
Adjusted
‘Adjusted’ refers to figures adjusted for
non-benchmark items and amortization
and impairment of goodwill and
acquired identifiable intangible assets.
‘Adjusted’ figures are non-IFRS
compliant financial figures but are
internally regarded as key performance
indicators to measure the underlying
performance of the business.
Adjusted earnings per share
Adjusted net profit divided by the
weighted-average number of ordinary
shares outstanding.
Adjusted EBITDA
EBITDA adjusted for non-benchmark
items in operating profit.
Adjusted free cash flow
Net cash from operating activities
less net capital expenditure, plus paid
acquisition and divestment expenses,
plus dividends received, and adjusted
for one-off cash tax items. Adjusted
free cash flow is the cash flow available
for dividend payments to shareholders,
acquisitions, repayments of debt, and
repurchasing of shares.
Adjusted net financing costs
Total financing results adjusted for
non-benchmark items in total financing
results.
Adjusted net profit
Profit for the period attributable to
the owners of the company, excluding
the after-tax effect of non-benchmark
items, amortization of acquired
identifiable intangible assets, and
impairment of goodwill and acquired
identifiable intangible assets.
Adjusted operating cash flow
Adjusted EBITDA plus or minus
autonomous movements in working
capital and book results on sale of
non-current assets, less net capital
expenditure, repayments of lease
liabilities, and lease interest paid.
Adjusted operating profit
Operating profit before amortization
and impairment of acquired identifiable
intangible assets and impairment
of goodwill, and adjusted for non-
benchmark items.
Adjusted operating profit margin
Adjusted operating profit as a
percentage of revenues.
Adjusted profit before tax
Sum of adjusted operating profit,
adjusted net financing costs, income
from investments, and share of profit of
equity-accounted investees (net of tax).
Allocated tax
Adjusted operating profit multiplied
by benchmark tax rate.
Basic earnings per share
The profit or loss attributable to the
ordinary shareholders of the company
divided by the weighted-average
number of ordinary shares outstanding
during the period.
Benchmark tax rate
Income tax on adjusted profit divided
by adjusted profit before tax.
Capital employed
Total assets minus current liabilities
and non-current deferred income.
Cash conversion ratio
Adjusted operating cash flow divided
by adjusted operating profit.
Constant currencies
Income, expenses, and cash flows in
local currencies are recalculated to
euros, using the average exchange rates
of the previous calendar year.
Diluted adjusted earnings per
share
Adjusted earnings per share amended
for the effects of all dilutive potential
ordinary shares.
Shares conditionally awarded under
LTIP-plans are included in the
calculation of the diluted weighted-
average number of ordinary shares
outstanding if the vesting conditions
are satisfied.
Diluted earnings per share
Basic earnings per share amended
for the effects of all dilutive potential
ordinary shares.
Shares conditionally awarded under
LTIP-plans are included in the
calculation of the diluted weighted-
average number of ordinary shares
outstanding if the vesting conditions
are satisfied.
EBITA (Earnings before interest,
tax, and amortization)
Operating profit before amortization
and impairment of acquired identifiable
intangible assets and impairment
of goodwill.
EBITDA (Earnings before
interest, tax, depreciation,
andamortization)
EBITA before amortization and
impairment of other intangible assets,
and depreciation and impairment of
PPE and right-of-use assets.
Guarantee equity
Sum of total equity, subordinated
(convertible) bonds, and perpetual
cumulative bonds.
Invested capital
Total assets minus current liabilities
and non-current deferred income,
excluding investments in equity-
accounted investees, deferred tax
assets, non-operating working capital,
and cash and cash equivalents.
This total summation is adjusted
for accumulated amortization on
acquired identifiable intangible assets,
goodwill amortized pre-IFRS 2004, and
goodwill written off to equity prior to
1996 (excluding acquired identifiable
intangible assets/goodwill that have
been impaired and/or fully amortized),
less any related deferred tax liabilities.
The average invested capital is based
on five measurement points during
the year.
Net capital expenditure
Sum of capitalized expenditure on PPE
and other intangible assets, less any
cash inflows arising from disposal of
PPE and other intangible assets.
Net debt
Sum of long-term debt, short-
term bonds, borrowings and bank
overdrafts, and deferred and contingent
acquisition payments, minus cash
and cash equivalents, divestment
receivables, collateral deposited,
and the net fair value of derivative
financial instruments.
Net-debt-to-EBITDA ratio
Net debt divided by EBITDA, adjusted
for divestment-related results on
operations.
Net gearing
Net debt divided by total equity.
Net interest coverage
Adjusted operating profit divided
by adjusted net financing costs.
Non-benchmark items
Non-benchmark items relate to
expenses arising from circumstances
or transactions that, given their size
or nature, are clearly distinct from the
ordinary activities of the group, and are
excluded from the benchmark figures.
Non-benchmark items in operating
profit include amortization and
impairment of acquired identifiable
intangible assets, impairment of
goodwill, results from divestments
(including directly attributable
divestment costs), additions to
and releases from provisions for
restructuring of stranded costs
following divestments, acquisition-
related costs, additions to and releases
from acquisition integration provisions,
subsequent fair value changes on
contingent considerations, and loss
on remeasurement on assets classified
as held for sale.
Non-benchmark items in total financing
results are financing component
employee benefits, gains and losses
on financial assets at fair value through
profit or loss, and divestment-related
results on equity-accounted investees.
NOPAT
Net operating profit after allocated
tax. Adjusted operating profit less
allocated tax.
Operating other receivables
Operating other receivables consist
of prepayments and miscellaneous
receivables.
Operating other payables
Operating other payables consist of
salaries and holiday allowances; VAT,
sales tax, social security premiums,
and other taxation; pension-related
payables; royalty payables; and other
accruals and payables.
Organic revenue growth
Calculated as revenues, excluding
the impact of acquisitions above
a minimum threshold, divided by
revenues in the previous reporting
period, adjusted for the impact of
divestments of operations above a
minimum threshold, all translated at
constant currencies.
Tax on adjusted profit
Income tax expense adjusted for
tax benefits on amortization and
impairment of acquired identifiable
intangible assets and impairment
of goodwill, tax on non-benchmark
items, and the income tax effect of
any material changes in (income) tax
laws and (income) tax rates in the
jurisdictions where the group operates.
Working capital
Current assets less current liabilities.
Working capital: non-operating
working capital
Total of derivative financial assets/
liabilities, collateral, short-term
part of restructuring provisions,
deferred and contingent acquisition
payables, interest receivable/payable,
current income tax assets/liabilities,
divestment receivables, short-term
bonds, and borrowings and bank
overdrafts.
Working capital: operating
working capital
Working capital minus non-operating
working capital minus cash and
cash equivalents.
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Wolters Kluwer 2022 Annual Report 235
Wolters Kluwer N.V.
Zuidpoolsingel 2
P.O. Box 1030
2400 BA Alphen aan den Rijn
The Netherlands
info@wolterskluwer.com
www.wolterskluwer.com
www.linkedin.com/company/wolters-kluwer
www.facebook.com/wolterskluwer
www.twitter.com/wolters_kluwer
Chamber of Commerce
Trade Registry No. 33.202.517
Trademarks referenced are owned by Wolters Kluwer N.V. and/or its subsidiaries
and may be registered in various countries.
FORWARD-LOOKING STATEMENTS AND OTHER IMPORTANT
LEGALINFORMATION
This report contains forward-looking statements. These statements may be identified
by words such as “expect”, “should”, “could”, “shall”, and similar expressions. Wolters
Kluwer cautions that such forward-looking statements are qualified by certain risks
and uncertainties that could cause actual results and events to differ materially from
what is contemplated by the forward-looking statements. Factors which could cause
actual results to differ from these forward-looking statements may include, without
limitation, general economic conditions; conditions in the markets in which Wolters
Kluwer is engaged; behavior of customers, suppliers, and competitors; technological
developments; the implementation and execution of new ICT systems or outsourcing;
and legal, tax, and regulatory rules affecting Wolters Kluwer’s businesses; as well as
risks related to mergers, acquisitions, and divestments. In addition, financial risks
such as currency movements, interest rate fluctuations, liquidity, and credit risks
could influence future results. The foregoing list of factors should not be construed
as exhaustive. Wolters Kluwer disclaims any intention or obligation to publicly update
or revise any forward-looking statements, whether as a result of new information,
future events, or otherwise.
Contact Information
ABOUT THIS REPORT
This 2022 Annual Report includes
sustainability information.
More information on sustainability is
available at www.wolterskluwer.com/en/
about-us/sustainability
This annual report is available as a PDF
on www.wolterskluwer.com/en/investors/
financials/annual-reports