Corporate Governance and structure

Approach to Corporate Governance

The Boards of RELX PLC and RELX NV have implemented standards of corporate governance and disclosure policies applicable to companies listed on the London, Amsterdam and New York stock exchanges. The effect of this is that a standard applying to one will, where not in conflict, also be observed by the other.

The Boards of RELX PLC and RELX NV support the principles and provisions of corporate governance contained in the UK Corporate Governance Code 2014 (the UK Code) and the Dutch Corporate Governance Code 2008 (the Dutch Code). The UK Financial Reporting Council (FRC) published a revised UK Corporate Governance Code in April 2016 (the 2016 UK Code), which applies to RELX Group for the accounting period beginning on 1 January 2017. The Boards expect to comply in full with the 2016 UK Code during the 2017 reporting period. The Dutch Monitoring Committee published a revised Dutch Corporate Governance Code in December 2016, which applies to accounting periods beginning on or after 1 January 2017, and will be reported on in 2018. The Comply or Explain checklist in relation to the Dutch Code can be found here.

Corporate structure

RELX PLC is a publicly-listed holding company with its shares traded on the London and New York stock exchanges. Its principal asset is the shares it owns in RELX Group plc, which represent 52.9% of the outstanding shares of RELX Group plc.

RELX NV is a publicly-listed holding company with its shares traded on the Euronext Amsterdam and New York stock exchanges. Its principal asset is the shares that it owns in RELX Group plc, which represent 47.1% of the outstanding shares of RELX Group plc.

RELX Group plc holds all of the operating businesses, subsidiaries, and financing activities of the Group. The Group’s corporate structure is shown below:

RELX PLC and RELX NV each have equal voting rights in RELX Group plc.

RELX PLC, RELX NV and RELX Group plc (and its subsidiaries, associates and joint ventures) are together known as RELX Group.

Evolution of Corporate Governance and Structure

In 2013, RELX NV adopted a unitary Board structure. In 2015, we implemented a number of significant steps to simplify and modernise our corporate structure, which resulted in all of our businesses being owned by one company, RELX Group plc, with consolidated accounts, all share listings having a 1 to 1 equalisation ratio and the membership of the Boards being fully aligned. In 2016, the dividends between the shareholders of the two parent companies were fully equalised.

We continue to review corporate structure alternatives on a periodic basis for further opportunities to simplify or modernise it.

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