Governance Report Remuneration Report continued Relative importance of spend on pay The table below shows the relative importance of spend on pay for all of the Group’s people in comparison to distributions to shareowners. Total pay includes wages and salaries, pension costs, social security and share-based payments. The Company did not make any distributions to shareowners in respect of the financial period. Year to 31 Year to 31 December December 2020 2021 % change Average number of employees 2,677 5,794 116.4 Total personnel costs (£000) 205,135 412,537 101.1 Total distributions to shareowners (£000) – – – Statement of voting on remuneration The table below provides details of the voting results on (1) the Directors’ Remuneration Report resolution presented for shareowner approval at the AGM held on 7 June 2021, and (2) the Directors’ Remuneration Policy resolution presented for shareowner approval at the AGM held on 29 May 2019. Votes Votes for Votes against Total votes cast withheld Approve the Directors’ Remuneration Report (2021 AGM) 287,243,672 3,107,176 290,350,848 10,390,870 98.93% 1.07% Approve the Directors’ Remuneration Policy (2019 AGM) 224,366,978 60,300 224,427,278 31,328,479 99.97% 0.03% Nomination and Remuneration Committee membership and meetings The Committee comprises three independent Non-Executive Directors. There were six meetings of the Committee held during the year. The following table sets out details of attendance at Committee meetings. Attendance at meetings Committee member since during 2021 Paul Roy (Chairman) 28 September 2018 6/6 Rupert Faure Walker 28 September 2018 6/6 Sue Prevezer 14 November 2018 6/6 Sir Martin Sorrell may attend meetings as an observer by invitation. No Director participates in decisions regarding his or her own remuneration. During 2021, the Committee received external advice from Korn Ferry, for which it received fees of £31,000. Korn Ferry was appointed by the Committee and the Committee is satisfied that the advice it receives is objective and independent. Korn Ferry is a member of the Remuneration Consultants Group and operates under its code of conduct. No other services were provided by Korn Ferry to the Company during 2021. 90 S4Capital Annual Report and Accounts 2021