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Willis Towers Watson PLC – ‘DEF 14A’ for 6/10/16

On:  Wednesday, 4/27/16, at 4:29pm ET   ·   Effective:  4/27/16   ·   For:  6/10/16   ·   Accession #:  1193125-16-559609   ·   File #:  1-16503

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  As Of                Filer                Filing    For·On·As Docs:Size              Issuer               Agent

 4/27/16  Willis Towers Watson PLC          DEF 14A     6/10/16    1:2.3M                                   RR Donnelley/FA

Document/Exhibit                   Description                      Pages   Size 

 1: DEF 14A     Definitive Proxy Statement                          HTML   1.27M 

Table of Contents

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

(Amendment No.     )

Filed by the Registrant  x                              Filed by a Party other than the Registrant  ¨

Check the appropriate box:

Willis Towers Watson Public Limited Company

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

Table of Contents

Willis Towers Watson
2015 Proxy Statement

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		2016 NOTICE OF ANNUAL GENERAL MEETING OF SHAREHOLDERS AND PROXY STATEMENT

Letter to Shareholders

Willis Towers Watson Public Limited Company

Elm Park, Merrion Road, Dublin 4, Ireland

Dear Willis Towers Watson Shareholder,

You are cordially invited to attend our Annual General Meeting of Shareholders at 9:00 a.m. Eastern Daylight Time on Friday, June 10, 2016, to be held at The Conrad Hotel, 102 North End Avenue, New York, NY 10282. Your representation and vote are important and your ordinary shares should be voted whether or not you plan to attend the 2016 Annual General Meeting of Shareholders.

As you review the Proxy Statement, please keep in mind that this is the first proxy statement being filed since the merger between Willis Group Holdings Public Limited Company and Towers Watson & Co. was completed and Willis Group Holdings Public Limited Company changed its name to “Willis Towers Watson Public Limited Company” on January 4, 2016. Due to the timing of the completion of the merger, the applicable rules require us to include the historical information about the compensation of the executive officers and directors of legacy Willis Group (not legacy Towers Watson or combined Willis Towers Watson) for the year ended December 31, 2015.

Also note that the directors that have been nominated for election to the 2016 Board of Willis Towers Watson have comprised the combined Willis Towers Watson Board since the completion of the transaction on January 4, 2016. These Board members include 6 nominees from the legacy Willis Group Board and 6 nominees from the legacy Towers Watson Board.

The Willis Towers Watson Board and the Compensation Committee are committed to the Company’s shareholders, including by creating appropriate incentives for executives to improve both their individual and Company performance to enhance shareholder value.

Yours sincerely,

April 27, 2016

WILLIS TOWERS WATSON PUBLIC LIMITED COMPANY

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		2016 NOTICE OF ANNUAL GENERAL MEETING OF SHAREHOLDERS AND PROXY STATEMENT

Notice of 2016 Annual General Meeting of Shareholders to be held on Friday, June 10, 2016

During the Annual General Meeting, the directors will present the financial statements of legacy Willis Group Holdings Public Limited Company for the period ended December 31, 2015 prepared in accordance with Irish law (“Irish Statutory Accounts”) and the reports of the directors and auditors. Shareholders present at the meeting will have an opportunity to ask any relevant and appropriate questions regarding the Irish Statutory Accounts and related reports to the representatives of our independent auditors who will attend the meeting.

Only shareholders of record on April 15, 2016 are entitled to receive notice of, and to attend and vote, in person or by proxy, at the meeting and any adjournment or postponement of the meeting. A shareholder who is entitled to attend the meeting and vote is entitled to appoint one or more proxies to attend, speak and vote. A proxy need not be a member of the Company. Company shareholders of record who attend the meeting may vote their ordinary shares personally at the meeting, even if they have sent in proxies. This Notice and Proxy Statement are being made available on the Internet to shareholders on or around April 27, 2016 together with a copy of the Company’s 2015 Annual Report and Irish Statutory Accounts, which includes financial statements for the year ended December 31, 2015.

Your vote is important. Whether you own one share or many, we greatly appreciate your prompt cooperation in voting your proxy. Please follow the instructions on the proxy card you receive. If you received this Proxy Statement by regular mail, you may cast your vote by mail, by telephone, or over the Internet by following the instructions on the enclosed proxy card. If you return your proxy card by mail, please mark, sign, date and mail your proxy card to the Company Secretary c/o the Office of the General Counsel, Willis Towers Watson Public Limited Company, 200 Liberty Street, New York, NY 10281 or c/o Matheson, 70 Sir John Rogerson’s Quay, Dublin 2, Ireland, before the commencement of the meeting. If you are accessing this Proxy Statement through the Internet after receiving a Notice of Internet Availability, you may cast your vote by telephone or over the Internet by following the instructions set out in that notice.

Shareholders in Ireland entitled to attend and vote at the Annual General Meeting may participate in such meeting by technological means, which will be available at the offices of Matheson, 70 Sir John Rogerson’s Quay, Dublin 2, Ireland, at the time of the meeting (and such participation shall constitute presence in person at the Annual General Meeting).

On Behalf of the Board of Directors,

Nicole Napolitano

Company Secretary and Associate General Counsel

April 27, 2016

Important Notice Regarding the Availability of Proxy Materials for the Company’s Annual General Meeting of Shareholders to be held on June 10, 2016. This Proxy Statement, the Annual Report and the Irish Statutory Accounts are available at www.proxyvote.com.

WILLIS TOWERS WATSON PUBLIC LIMITED COMPANY    

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		2016 NOTICE OF ANNUAL GENERAL MEETING OF SHAREHOLDERS AND PROXY STATEMENT

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WILLIS TOWERS WATSON PUBLIC LIMITED COMPANY    i

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		2016 NOTICE OF ANNUAL GENERAL MEETING OF SHAREHOLDERS AND PROXY STATEMENT

Proxy Statement Highlights

For more complete information about the topics discussed below, please review the entire Proxy Statement.

2016 Annual General Meeting of Shareholders

Meeting Agenda and Voting Recommendations

WILLIS TOWERS WATSON PUBLIC LIMITED COMPANY

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		2016 NOTICE OF ANNUAL GENERAL MEETING OF SHAREHOLDERS AND PROXY STATEMENT

Proxy Statement Highlights (continued)

1. Elect Directors

We are asking you to vote “FOR” each of the director nominees listed below. Effective as of January 4, 2016, in connection with the merger (the “Merger”) between Willis Group Holdings Public Limited Company (together with its subsidiaries prior to the Merger, “legacy Willis Group”) and Towers Watson & Co. (together with its subsidiaries prior to the Merger, “legacy Towers Watson”), 6 legacy Willis Group directors and 6 legacy Towers Watson directors were appointed to the Board. All 6 incumbent legacy Willis Group directors attended at least 75% of Board and respective Committee meetings in 2015. The legacy Towers Watson directors who are current members of the Willis Towers Watson Board and nominated for election to the Board also satisfied the attendance requirement in their service to the legacy Towers Watson board and its committees.

Set forth below is summary information about each of the 12 nominees at the 2016 Annual General Meeting of Shareholders as of April 15, 2016 and their Committee membership. Other than John Haley, our Chief Executive Officer, and Dominic Casserley, our Deputy Chief Executive Officer and President, each director nominee qualifies as independent under applicable standards.

2    WILLIS TOWERS WATSON PUBLIC LIMITED COMPANY

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		2016 NOTICE OF ANNUAL GENERAL MEETING OF SHAREHOLDERS AND PROXY STATEMENT

Proxy Statement Highlights (continued)

In considering whether to vote for the above director nominees, you should also consider the highlights of the Willis Towers Watson corporate governance practices below, which may be relevant to your evaluation of the director nominees.

Willis Towers Watson Corporate Governance Highlights

2. Advisory Non-Binding Vote to Ratify the Reappointment of Independent Auditors and Binding Vote to Authorize the Board, Acting through the Audit and Risk Committee, to Fix the Independent Auditors’ Remuneration

The Audit and Risk Committee approved, and the Board ratified, the reappointment of Deloitte LLP as the Company’s independent auditors for the fiscal year ending December 31, 2016. We are not required to have our shareholders ratify the selection of Deloitte LLP as our independent auditors, but we are nonetheless doing so because we believe it to be a matter of good corporate practice. Accordingly, we are asking you to ratify, in a non-binding advisory vote, the reappointment of Deloitte LLP as the Company’s independent auditors and, on a binding basis, to authorize the Board, acting through the Audit and Risk Committee, to fix the auditors’ remuneration.

3. Advisory Vote on Legacy Willis Group Named Executive Officer Compensation

We are asking for your support for legacy Willis Group’s named executive officer compensation as described in this Proxy Statement. Due to the timing of the completion of the Merger, the applicable rules require us to include the historical information about the compensation of the executive officers and directors of legacy Willis Group only (not legacy Towers Watson or Willis Towers Watson) for the year-ended December 31, 2015. However, we have included highlights of the employment agreement and related long-term equity awards of John Haley, the Willis Towers Watson CEO, for your reference.

Legacy Willis Group’s 2015 Financial and Strategic Performance

2015, for legacy Willis Group, was a landmark year of strategic transactions that included (i) the $18 billion merger-of-equals with legacy Towers Watson, a leading global professional services company, (ii) the $590 million acquisition of capital stock of Gras Savoye, the largest insurance broker in France and (iii) the $401 million acquisition of an 85% stake in Miller Insurance Services LLP to form the largest London-based wholesale specialist insurance broking firm.

WILLIS TOWERS WATSON PUBLIC LIMITED COMPANY    3

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		2016 NOTICE OF ANNUAL GENERAL MEETING OF SHAREHOLDERS AND PROXY STATEMENT

Proxy Statement Highlights (continued)

In addition to its strategic transactions, legacy Willis Group:

With respect to the performance of the legacy Willis Group business segments, Willis GB (legacy Willis Group’s Great Britain-based insurance operations), was the most profitable and Willis International (legacy Willis Group’s operations in Western Europe, Central and Eastern Europe, Asia, Australasia, the Middle East, South Africa and Latin America), was the fastest-growing.

Summary of 2015 Legacy Willis Group Named Executive Officer Compensation

Annual Incentive Compensation Awards

The legacy Willis Group named executive officer annual incentive compensation award structure was as follows:

The legacy Willis Group Compensation Committee set challenging compensation targets and goals to incent its named executive officers to deliver strong financial performance which were particularly difficult to achieve in the current market environment. Although legacy Willis Group did not meet its compensation target (with a blended performance result of 76.9%) due in large part to factors, such as insurance pricing generally impacting the insurance industry, the Willis International and Willis GB business segments exceeded their compensation targets (with blended performance results of 114.4% and 110.3%, respectively). Additionally, the corporate function and individual performance results ranged from 100% to 200% in recognition of the exceptional work performed in relation to the Merger and the Gras Savoye acquisition as well as the savings achieved with the Operational Improvement Program. 2015 annual incentive compensation awards for the named executive officers ranged from 91% to 117.1% of target, with the legacy Willis Group CEO at 101.6% of target. Two of our named executive officers were given supplemental awards in recognition of superior performance leading up to and culminating in the acquisition of Gras Savoye in one instance and, in the other, in recognition of his superior performance in driving the Operational Improvement Program.

Long-Term Incentive Awards

Under the 2015 Long Term Incentive Program (“LTI Program”), named executive officers received 3-year time-based restricted share units (“RSUs”), performance-based restricted share units (“PSUs”) based on a multi-year performance period and 10-year time-based options (“options”). The actual value of the awards cannot be determined until the requisite time periods are reached and the multi-year performance period, as applicable, has ended.

4    WILLIS TOWERS WATSON PUBLIC LIMITED COMPANY

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		2016 NOTICE OF ANNUAL GENERAL MEETING OF SHAREHOLDERS AND PROXY STATEMENT

Proxy Statement Highlights (continued)

Key Highlights of the Legacy Willis Group 2015 Named Executive Officer Compensation

The legacy Willis Group Compensation Committee:

WILLIS TOWERS WATSON PUBLIC LIMITED COMPANY    5

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		2016 NOTICE OF ANNUAL GENERAL MEETING OF SHAREHOLDERS AND PROXY STATEMENT

Proxy Statement Highlights (continued)

2016 Compensation for Mr. John Haley, the CEO of Willis Towers Watson

In 2016, Willis Towers Watson entered into a fixed-term employment agreement with the Chief Executive Officer of Willis Towers Watson, Mr. Haley, which expires on December 31, 2018 (unless extended by mutual agreement of the parties). The terms of Mr. Haley’s employment agreement are intended to be reasonable and consistent with appropriate governance practices and Company strategy and goals, to incent high performance and to ensure continuity during the critical Merger integration and establishment of strategy for the combined Company.

4. Amend and Restate the Willis Towers Watson Public Limited Company 2012 Equity Incentive Plan, Including to Increase the Number of Authorized Shares under the 2012 Plan, and Approve Material Terms under Code Section 162(m)

Shareholders are being asked to approve amendments to and the restatement of the 2012 Plan to increase by 10,750,000 the number of ordinary shares reserved for issuance under the 2012 Plan to an aggregate of 19,432,521 shares and to make other amendments to the provisions of the 2012 Plan that are further described in the summary of Proposal No. 4. As of April 1, 2016, 741,699 ordinary shares were reserved for issuance and available for future awards under the 2012 Plan. In light of the limited number of shares available for issuance under the 2012 Plan for future awards, we are requesting shareholder approval for the increase to the 2012 Plan share reserve in order to have an appropriate supply of shares available for equity awards under the 2012 Plan to recruit, hire and retain the talent necessary to achieve strong performance in the future, and to grant the supplemental equity incentive award to Mr. Haley that was previously approved (as described below and in the Company’s Form 8-K filed with the U.S. Securities and Exchange Commission (“SEC”) on March 1, 2016).

Shareholders are also being asked to approve certain material terms of the performance goals for performance-based awards granted under the 2012 Plan in order to preserve our ability to deduct for U.S. federal income tax purposes compensation that certain of our Company’s executive officers may recognize in connection with performance-based awards that may be granted in the future under the 2012 Plan.

Our Board of Directors unanimously approved amendments to the 2012 Plan, including the proposed share reserve increase, subject to shareholder approval. If shareholders do not approve the amendments to the 2012 Plan, the share increase under the 2012 Plan will not become effective and we may also lose the ability to deduct compensation payable to certain of our Company’s executive officers.

6    WILLIS TOWERS WATSON PUBLIC LIMITED COMPANY

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		2016 NOTICE OF ANNUAL GENERAL MEETING OF SHAREHOLDERS AND PROXY STATEMENT

Proxy Statement Highlights (continued)

5. Amend the Willis Towers Watson Public Limited Company Amended and Restated 2010 North American Employee Stock Purchase Plan, Including to Increase the Number of Authorized Shares under the ESPP

Shareholders are being asked to approve an amendment to the ESPP to increase by 1,000,000 the number of ordinary shares reserved for issuance under the ESPP to an aggregate of 1,377,500 shares. As of April 1, 2016, 116,971 ordinary shares were remaining for purchase under the ESPP. As a result of the limited number of shares available for purchase under the ESPP, and in order to have an appropriate supply of shares available to meet expected sales for future years, we are requesting the additional shares for which shareholder approval is being sought. Our Board of Directors unanimously approved amendments to the ESPP, including the proposed share increase, subject to shareholder approval. If shareholders do not approve the amendments to the ESPP, the share increase under the ESPP will not become effective.

6. Renew the Board’s Existing Authority to Issue Shares under Irish Law

As a matter of Irish company law, the directors of a company may not issue new ordinary or preferred shares unless approved by shareholders. The current authorization will expire on December 30, 2016 and, as a result, we are presenting Proposal No. 6 to renew the Board’s authority to issue up to 45,681,233 shares (being equivalent to approximately 33% of the issued ordinary share capital of the Company as of April 15, 2016 (the latest practicable date before this Proxy Statement)) for a period expiring 18 months from the passing of this resolution (or December 10, 2017), unless otherwise varied, revoked or renewed. Please note that we are not asking shareholders to approve an increase to our authorized share capital. It is important for the Company to be able to issue shares in order to pursue its growth strategy.

7. Renew the Board’s Existing the Authority to Opt Out of Statutory Pre-emption Rights under Irish Law

Under Irish law, unless otherwise authorized, when an Irish public limited company issues shares for cash to new shareholders, it is required first to offer those shares on the same or more favorable terms to existing shareholders of the company on a pro rata basis (commonly referred to as the statutory pre-emption right). Our current authorization will expire on December 30, 2016. As a result, we are presenting this Proposal No. 7 to renew the Board’s authority to opt out of pre-emption rights for up to 5% of the Company’s issued ordinary share capital (with the possibility of issuing an additional 5% of the Company’s issued ordinary share capital provided the Company uses it only in connection with an acquisition or specified capital investment which is announced contemporaneously with the issuance, or which has taken place in the preceding 6-month period and is disclosed in the announcement of the issue). In summary, the Board is seeking the authority to issue, free of any pre-emptive rights, 13,842,798 shares (being equivalent to approximately 10% of the issued ordinary share capital of the Company as of April 15, 2016 (the latest practicable date before this Proxy Statement)). This authority would expire on December 10, 2017.

2017 Annual General Meeting Shareholder Submission Dates

WILLIS TOWERS WATSON PUBLIC LIMITED COMPANY    7

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		2016 NOTICE OF ANNUAL GENERAL MEETING OF SHAREHOLDERS AND PROXY STATEMENT

General Information about the Proxy Materials and the 2016 Annual General Meeting of Shareholders

Why am I receiving these materials?

We are making this Proxy Statement available to you on or around April 29, 2016 because the Board of Directors is soliciting your proxy to vote at Willis Towers Watson Public Limited Company’s 2016 Annual General Meeting of Shareholders on June 10, 2016. The information provided in this Proxy Statement is for your use in deciding how to vote on the proposals described below.

The Proxy Statement and the following documents are available on the website at www.proxyvote.com and the Company’s website at www.willistowerswatson.com:

If you request, we will deliver to you a printed version of these materials.

I know that Willis Towers Watson resulted from the merger of Willis Group Holdings Public Limited Company and Towers Watson & Co. What organizational changes occurred in connection with the merger?

In connection with the completion of the Merger, notable organizational changes included:

For a more detailed summary see our recent SEC filings on the Company’s website at www.willistowerswatson.com or through the EDGAR filings system at www.sec.gov.

Why is the compensation information about named executive officers of Willis Group Holdings Public Limited Company and not Willis Towers Watson Public Limited Company?

Due to the timing of the completion of the Merger, the applicable rules require us to include the historical information about the compensation of the named executive officers of legacy Willis Group only (not legacy Towers Watson or combined Willis Towers Watson) for the year-ended December 31, 2015.

Do the share numbers reported in this Proxy Statement reflect the Consolidation?

On January 4, 2016, upon completion of the Merger and pursuant to the Consolidation, there was a reverse share split of legacy Willis Group shares pursuant to which every 2.6490 ordinary shares of legacy Willis Group were converted into 1 ordinary share of Willis Towers Watson.

8    WILLIS TOWERS WATSON PUBLIC LIMITED COMPANY

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		2016 NOTICE OF ANNUAL GENERAL MEETING OF SHAREHOLDERS AND PROXY STATEMENT

General Information about the Proxy Materials and the 2016 Annual General Meeting of Shareholders (continued)

The shares reported in all tables in this Proxy Statement reflect the share ownership as of December 31, 2015, which is prior to the Consolidation (i.e., the reverse share split), except with respect to (i) the shares reported in the “Security Ownership: Security Ownership of Certain Beneficial Owners and Management — Directors, Director Nominees and Executive Officers” table, which reflect those shares owned by our directors, director nominees and executive officers and (ii) ValueAct Capital’s share ownership reported in the “Security Ownership: Security Ownership of Certain Beneficial Owners and Management — 5% Beneficial Owners” table, both of which are as of the record date on April 15, 2016 and therefore reflect the Consolidation.

How will the proxy materials be distributed and are they available on the Internet?

The instructions for accessing proxy materials and voting can be found in the information you received.

For shareholders who received a notice by mail about the Internet availability of proxy materials: You may access the proxy materials and voting instructions over the Internet via the web address provided in the Notice of Internet Availability. In order to access this material and vote, you will need the control number provided on the notice you received in the mail. You may vote by following the instructions on the notice or on the website.

For shareholders who received the proxy materials by mail: You may vote your shares by following the instructions provided on the proxy card or voting instruction form. If you vote by Internet or telephone, you will need the control number provided on the proxy card or voting instruction form. If you return your proxy card by mail, please mark, sign, date and mail your proxy card to the Company Secretary c/o the Office of the General Counsel, Willis Towers Watson Public Limited Company, 200 Liberty Street, New York, NY 10281 or c/o Matheson, 70 Sir John Rogerson’s Quay, Dublin 2, Ireland, before the commencement of the meeting.

You have the right to request paper copies of the proxy materials, free of charge, regardless of whether you are a record or beneficial owner of shares. Shareholders of record may request paper copies by contacting the Company Secretary or by following the instructions contained in the notice. If you hold shares through brokers, banks or other nominees, you should receive written instructions on how to request paper copies of the proxy materials if you so desire. We recommend that you contact your broker, bank or other nominee if you do not receive these instructions along with the Company’s proxy documents.

Why are there two sets of financial statements covering the same period?

Under applicable U.S. securities laws, we are required to send to you our financial statements for the fiscal year ended December 31, 2015. These financial statements, included in our Annual Report, are available on the website at www.proxyvote.com and the Company’s website at www.willistowerswatson.com and, if you request, will be delivered in a printed version to you. Under Irish company law, we are also required to provide you with our Irish Statutory Accounts for the year ended December 31, 2015, including the reports of our directors and auditors thereon, which accounts have been prepared in accordance with Irish law. The Irish Statutory Accounts are available on the website at www.proxyvote.com and the Company’s website at www.willistowerswatson.com, will be presented at the Annual General Meeting of Shareholders to be held on June 10, 2016 and, if you request, will be delivered in a printed version to you.

What is the recommendation of the Board of Directors on each proposal scheduled to be voted on at the meeting? How do the Board of Directors and executive officers intend to vote with respect to the agenda items?

The Company’s Board of Directors recommends that you vote FOR each of the proposals scheduled to be voted on at the meeting and our directors and executive officers have indicated that they intend to vote their shares in favor of each of the proposals in accordance with the Board’s recommendations. As of April 15, 2016, our current directors, director nominees and executive officers and their affiliates beneficially owned in the aggregate approximately 6.4% of our outstanding shares.

WILLIS TOWERS WATSON PUBLIC LIMITED COMPANY    9

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		2016 NOTICE OF ANNUAL GENERAL MEETING OF SHAREHOLDERS AND PROXY STATEMENT

General Information about the Proxy Materials and the 2016 Annual General Meeting of Shareholders (continued)

How do I attend the Annual General Meeting?

All shareholders of record on April 15, 2016 are invited to attend the Annual General Meeting in person. Any such shareholders may participate in the meeting in Ireland by technological means which will be available at the offices of Matheson, 70 Sir John Rogerson’s Quay, Dublin 2, Ireland, at the time of the meeting (and such participation shall constitute presence in person at the Annual General Meeting). For admission to the meeting, shareholders of record should bring proof of identification and address. Those who have beneficial ownership of shares held by a bank, brokerage firm or other nominee should bring account statements or letters from their banks, brokers or other nominee showing that they owned Willis Towers Watson shares as of April 15, 2016. Registration will begin at 8:30 a.m. Eastern Daylight Time on Friday, June 10, 2016 and the meeting will begin at 9:00 a.m. Eastern Daylight Time.

Who is entitled to vote?

Holders of our shares, as recorded in our share register on April 15, 2016, may vote at the meeting. As of April 15, 2016, the latest practicable date, there were 138,427,980 shares outstanding. Holders are entitled to one vote per share. A list of shareholders will be available for inspection for at least 10 days prior to the meeting at The Conrad Hotel, 102 North End Avenue, New York, NY 10282.

How do I vote?

You may vote in person at the meeting or by proxy. We recommend that you vote by proxy even if you expect to attend the meeting. You are entitled to appoint one or more proxies to attend, speak and vote instead of you. A proxy need not be a member of the Company. You will be able to change your vote at the meeting if you attend in person.

Please refer to your proxy card or the information forwarded by your bank, broker or other holder of record to see how you should complete your proxy card and deliver it to the Company.

How do proxies work?

The Company’s Board of Directors is asking for your proxy. Giving us your proxy means you authorize us to vote your shares at the meeting, or at any adjournment of the meeting, in the manner you direct. You may vote for or against the proposals or abstain from voting. You may also vote for all, some or none of the directors seeking election.

If you sign and return the enclosed proxy card but do not specify how to vote, we will vote your shares for all proposals in accordance with the recommendations made by the Board.

If your shares are held in an account with a broker, bank or other nominee, this institution is considered the shareholder of record and you are considered the “beneficial owner” or “street name holder” of those shares. In this case, your broker or bank (or its agent) or other nominee has forwarded the proxy materials and separate voting instructions to you. Because you are not the shareholder of record, you may not vote your shares in person at the Annual General Meeting unless you obtain a valid proxy from the broker, bank or other nominee that holds your shares, giving you the right to vote the shares in person at the meeting. As the beneficial owner of the shares, you have the right to direct your broker, bank or other nominee how to vote your shares by following the voting instructions provided to you with the proxy materials.

Under relevant NASDAQ rules, if you do not instruct your broker how to vote, your broker will only be able to vote your shares with respect to “routine” matters. The only routine matter is the ratification of the reappointment of Deloitte LLP as the Company’s independent auditors (Proposal No. 2). Broker discretionary voting is not permitted for any of the other proposals because they are “non-routine” matters.

As of the date hereof, we do not know of any other business that will be presented at the meeting. If other business shall properly come before the meeting or any adjournment or postponement thereof, your proxy gives the person or persons named in the proxy the authority to vote on the matter in accordance with the recommendation of our Board of Directors.

10    WILLIS TOWERS WATSON PUBLIC LIMITED COMPANY

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		2016 NOTICE OF ANNUAL GENERAL MEETING OF SHAREHOLDERS AND PROXY STATEMENT

General Information about the Proxy Materials and the 2016 Annual General Meeting of Shareholders (continued)

Who is paying the costs of soliciting this proxy?

In addition to this mailing, our employees may solicit proxies personally, electronically or by telephone. We pay the costs of soliciting this proxy. Morrow & Co. has been retained to assist in the proxy solicitation at a base fee of approximately $15,000 plus expenses. We also reimburse brokers and other nominees for their expenses in sending these materials to you and getting your voting instructions. For further information on these arrangements, please refer to “Solicitation of Proxies.”

If I vote and then want to change or revoke my vote, may I?

If you are a shareholder of record, you may revoke your proxy at any time before the meeting by submitting a new proxy with a later date, by a later telephone or Internet vote, by voting in person at the meeting, or by notifying our Company Secretary. Written revocations to the Company Secretary should be directed to the address below by 11:59 p.m. Eastern Daylight Time on June 9, 2016:

Company Secretary

c/o Office of the General Counsel

Willis Towers Watson Public Limited Company

200 Liberty Street

New York, NY 10281

If your shares are held in a stock brokerage account or by a bank or other nominee on your behalf, follow the voting instructions provided to you with this Proxy Statement to determine how you may change your vote.

What is the quorum required for the Annual General Meeting?

In order to carry on the business of the meeting, we must have a quorum. Under our articles of association, a quorum is reached when shareholders holding at least 50% of our issued and outstanding shares are present in person or by proxy and entitled to vote.

Only the Company’s shareholders, their proxy holders, the Company’s directors, the Company’s auditors and the Company’s guests may attend the meeting.

What vote is required for approval of each proposal and what is the effect of broker non-votes and abstentions?

All proposals to be acted on at the meeting other than Proposal No. 7 require the affirmative vote of a majority of the votes cast at a meeting at which a quorum is present. Proposal No. 7 requires the affirmative vote of not less than 75% of the votes of the shareholders cast at a general meeting. Abstentions and broker non-votes, though counted for the purposes of determining that a quorum is present, will not be counted as votes cast and therefore will have no effect. A broker non-vote is a proxy submitted by a broker where the broker fails to vote on behalf of a client on a particular matter because the broker was not instructed by the beneficial owner when such instruction is required by NASDAQ with respect to such matter.

Who will count the votes and certify the results?

Computershare has been appointed as the independent Inspector of Election and will count the votes, determine whether a quorum is present, evaluate the validity of proxies and ballots and certify the results of the voting.

Who is your transfer agent?

Our transfer agent is Computershare. All communications concerning accounts of shareholders of record, including address changes, name changes, inquiries as to requirements to transfer shares and similar issues, can be handled by calling toll-free (866) 259-7716 (U.S.) or (201) 680-6578 (outside the U.S.) or (800) 231-5469 (hearing impaired) or by accessing the web site at www.computershare.com/investor.

WILLIS TOWERS WATSON PUBLIC LIMITED COMPANY    11

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Proposal No. 1: Elect Directors

The Company’s directors are elected by way of separate resolutions which require the affirmative vote of a majority of the votes cast by shareholders at the Annual General Meeting and hold office only until the next Annual General Meeting of Shareholders unless they are earlier removed or resign before that meeting. Any nominee for director who does not receive a majority of the votes cast is not elected to the Board. The Nominating and Corporate Governance Committee (the “Governance Committee”) has reviewed the needs of the Board and the qualities, experience and performance of each director and director nominee. At the Governance Committee’s recommendation, the Board has nominated all current directors to hold office until the next Annual General Meeting of Shareholders unless they are earlier removed or resign before that meeting.

The Board of Directors unanimously recommends a vote “FOR” the election of each of the directors.

Willis Towers Watson is a leading global advisory, broking and solutions company that helps clients around the world turn risk into a path for growth. Willis Towers Watson has approximately 39,000 employees in more than 120 countries. Directors are responsible for overseeing the Company’s business around the globe consistent with their fiduciary duties. This requires highly-skilled individuals with various qualities, attributes and professional experience. The Governance Committee believes that the slate of nominees as a whole reflects the collective knowledge, integrity, reputation and leadership abilities, and, as discussed more below, the diversity of skills and experience with respect to accounting and financial services, government and regulation, marketing and operations and global markets that is appropriate for the governance of Willis Towers Watson.

Diversity

The Company is committed to maintaining diversity on the Board as provided in the Company’s Corporate Governance Guidelines. The Board and the Governance Committee believe that diversity on the Board is important to ensuring a rounded perspective. Diversity is broadly interpreted by the Board to include viewpoints, background, experience, industry knowledge and geography, as well as more traditional characteristics of diversity, such as race and gender. We believe that our commitment is demonstrated by the current structure of our Board and the varied backgrounds and skill sets of our current directors and nominees, which include three women, two persons of Asian descent and a mix of American, British and German citizens.

Qualifications

When recommending a person for new or continued membership on the Board, the Governance Committee considers each nominee’s individual qualifications in light of the overall mix of attributes represented on the Board and the Company’s current and future needs. In its assessment of each nominee, the Governance Committee considers the person’s integrity, experience, reputation, independence and when the person is a current director of the Company, his or her performance as a director. Particularly at this initial time of integration for the two public companies, extensive knowledge of the legacy Willis Group or legacy Towers Watson business and the industry is a key quality for directors. Upon consummation of the Merger, the Willis Towers Watson Board was comprised of 6 legacy Willis Group directors and 6 legacy Towers Watson directors, all of whom are being nominated by the Governance Committee for election at our 2016 Annual General Meeting of Shareholders. The Governance Committee believes each of these directors possesses extensive knowledge of their respective legacy firm’s business and industry which uniquely positions them to oversee management during the integration and establish and execute the combined Company’s future strategy. Additionally, the Board Committees are almost entirely constituted by members who sat on the relevant Committee at legacy Willis Group and legacy Towers Watson.

The Governance Committee also considers each director’s ability to devote the time and effort necessary to fulfill responsibilities to the Company and, for current directors, whether each director has attended at least 75% of the aggregate of the total number of meetings held by the Board and any committee on which he or she served. In 2015, the legacy Willis

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Proposal No. 1: Elect Directors (continued)

Group incumbent directors satisfied this requirement. The legacy Towers Watson directors who are current members of the Board and nominated for election to the Board also satisfied the attendance requirement in their service to the Towers Watson board and its committees.

The Governance Committee believes service on other public or private boards (including international companies) also enhances a director’s knowledge and board experience. It considers the experience of a director on other boards and board committees in both this nomination decision and in recommending the membership slate for each of the Company’s Board Committees.

The Governance Committee believes that including directors that have current and previous leadership positions is important to the Board’s ability to oversee management. Additionally, because of the Company’s global reach, international experience or knowledge of a key geographic area is important. If a person has served or currently serves in the public arena (whether through political service, employment as a CEO of a public company or membership on a board of a public company), then his or her integrity and reputation is also a matter of public record on which the Company and its shareholders may rely. In light of its public and global nature (including conducting business in different countries and currencies), the Company also seeks a high level of financial literacy and experience on the Board and Audit and Risk Committee. As the Company’s business also requires continuous compliance with regulatory requirements and agencies, it is helpful for some directors to have legal or governmental expertise. The Governance Committee also believes that the Company distinguishes itself from its competitors through marketing and, as a result, a strong marketing perspective is helpful.

In addition to extensive knowledge of the respective firm’s business and industry, set forth below is a summary of some of the additional key qualifications, attributes, skills and experiences that were considered by the Governance Committee for each person nominated for election at our 2016 Annual General Meeting of Shareholders. (The absence of a particular bullet-point for a director does not mean that the director does not possess other qualifications or skills in that area).

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Corporate Governance

In connection with consideration of Proposal No. 1 (Election of Directors), below is a summary of the Company’s corporate governance practices, guidelines and procedures. Further, in connection with the merger, legacy Willis Group voluntarily delisted its ordinary shares from the NYSE on January 4, 2016 and transferred the listing of its ordinary shares to NASDAQ under the ticker symbol “WLTW” on January 5, 2016. Accordingly, Willis Towers Watson is now subject to NASDAQ listing standards.

Board and Committee Member Independence

Based on the recommendation of the Governance Committee, the Board has determined that, with the exception of Messrs. Haley and Casserley, (i) all of the current directors and director nominees shown above and (ii) the members of the Audit and Risk Committee, Compensation Committee and Governance Committee are independent under the relevant SEC rules, NASDAQ listing standards and the Board’s Director Independence Standards. The Board also determined that all other non-executive directors who served on the legacy Willis Group Board and the Audit and Risk, Compensation and Corporate Governance Committees were independent. The Board’s Director Independence Standards are part of the Company’s Corporate Governance Guidelines, which were adopted by the Board and which comply with the requirements of NASDAQ listing standards.

As discussed above, each director has significant experience and affiliations with other organizations. Accordingly, in evaluating the independence of each director, the Governance Committee considered that, in the ordinary course of business, the Company provides services (such as insurance broking services) to, receives services from or provides charitable donations to organizations affiliated with the directors by virtue of their directorship, employment status or share ownership. In addition, in the ordinary course of business and on an arm’s-length basis, certain directors receive broking services from the Company on a personal basis. The Governance Committee determined that, in all of the above cases, the transactions do not impair the relevant director’s independence under the applicable SEC rules, NASDAQ listing standards or the Company’s Governance Guidelines.

Board Meetings and Attendance

The legacy Willis Group Board met formally 11 times in 2015. Additionally, the legacy Willis Group Board met informally with management and its outside advisors on several occasions during the course of the year and also acted from time to time through unanimous written consent. Each of the directors on the legacy Willis Group Board attended at least 75% of the aggregate of the total number of legacy Willis Group meetings of the Board and of any committee of which he or she served held in 2015. The legacy Towers Watson directors who are current members of the Board and nominated for election to the Board also satisfied the attendance requirement in their service to the legacy Towers Watson Board and its Committees.

The independent directors held separate executive sessions without senior management either before or after each of the Board’s regularly scheduled meetings in 2015. The non-executive Chairman of the Board chaired each executive session. Neither the CEO nor any member of management at any level attends the executive sessions of the independent directors unless invited to discuss a particular matter.

All directors are expected to make every effort to attend the Annual General Meeting. Each of the 6 legacy Willis Group directors standing for re-election participated in the 2015 Annual General Meeting of Shareholders.

Board Leadership Structure

As noted above, the members and chairs of each of our Board committees are independent based on the SEC’s, NASDAQ’s and our governance standards. As a result, independent directors directly oversee such critical matters as the compensation policy for our executive officers, our nomination and corporate governance practices, and the integrity of our financial statements and internal controls over financial reporting.

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Corporate Governance (continued)

The Board has determined that the Company and its shareholders are currently best served by having the roles of Chairman and CEO undertaken by different individuals. In the event they are not, our Corporate Governance Guidelines provide for the appointment of a Presiding Independent Director.

Mr. McCann has served as the independent non-executive Chairman of the Board since July 8, 2013. From October 17, 2012 until his appointment as non-executive Chairman of the Board, Mr. McCann served as the Presiding Independent Director. Pursuant to the Company’s Corporate Governance Guidelines, Mr. McCann:

Willis Towers Watson Board Committees

The current Board Committees, members and a description of each Committee’s function are set forth below in further detail. Prior to the consummation of the Merger, both legacy Willis Group and legacy Towers Watson had separate Audit and Risk Committees. In connection with the Merger, the two committees were combined to form the Audit and Risk Committee.

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Corporate Governance (continued)

To demonstrate the diversity, breadth and depth of the current Board Committee members, the following was considered in connection with their nomination:

The Willis Towers Watson Audit and Risk Committee generally assists the Board with the following:

Additionally, the Willis Towers Watson Audit and Risk Committee has the following risk-related responsibilities:

The Willis Towers Watson Audit and Risk Committee provides an avenue for communication among internal audit, the independent auditors, management and the Board. The Audit and Risk Committee also focuses on major financial risk

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exposures, the steps management has taken to monitor and control such exposures, and, if appropriate, discusses with the independent auditors the guidelines and policies governing the process by which senior management and the relevant departments of the Company assess and manage the Company’s financial risk exposure.

The Willis Towers Watson Audit and Risk Committee is currently composed of Victor F. Ganzi (Chairman), Wendy E. Lane, Paul Thomas and Wilhelm Zeller. The Willis Towers Watson Audit and Risk Committee Chairman is an audit committee financial expert, as defined by Regulation S-K, and all Audit and Risk Committee members are financially sophisticated under NASDAQ listing standards in light of their financial experience. In 2015, the legacy Willis Group Audit Committee met formally 5 times and the legacy Willis Group Risk Committee met formally 4 times. In addition to holding formal meetings, the legacy Willis Group Audit Committee members met informally during the course of the year to discuss and review financial matters related to Willis Group as well as Willis Group’s filings with the SEC. After regularly scheduled meetings, each of the legacy Willis Group Audit Committee and the legacy Willis Group Risk Committee met in executive session. The legacy Willis Group Audit Committee executive sessions included separate meetings with management, the internal auditors and external auditors.

The Willis Towers Watson Compensation Committee generally assists the Board with the following:

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Corporate Governance (continued)

The Willis Towers Watson Compensation Committee is currently composed of Wendy E. Lane (Chairman), Jaymin B. Patel, Linda D. Rabbitt and Jeffrey W. Ubben. In 2015, the legacy Willis Group Compensation Committee met formally 7 times. In addition to holding formal meetings, the legacy Willis Group Compensation Committee members met informally during the course of the year to discuss compensation related matters and acted from time to time by unanimous written consent. After regularly scheduled meetings, the legacy Willis Group Compensation Committee also met in executive session, which included meetings with the compensation consultant.

The Willis Towers Watson Corporate Governance and Nominating Committee generally assists the Board with the following:

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Corporate Governance (continued)

The Willis Towers Watson Governance Committee identifies potential director nominees by preparing a candidate profile based upon the current Board’s strengths and needs and a variety of sources, including by engaging search firms or utilizing business contacts of the Board and senior management. Nominees must meet minimum qualification standards with respect to a variety of criteria including integrity, reputation, judgment, knowledge, experience, maturity, skills and personality, commitment and independence. The Governance Committee may also take into consideration additional factors it deems appropriate, which may include diversity, experience with business and other organizations, the interplay of the candidate’s experience with the experience of other Board members and the extent to which the candidate would be a desirable addition to the Board and any committee thereof.

With feedback from the Board members, members of the Governance Committee initiate contact with preferred candidates and, following feedback from interviews conducted by Governance Committee and Board members, recommend candidates to join the Board. The Governance Committee has the authority to retain a search firm to assist with this process. The Governance Committee considers candidates nominated by shareholders and ensures that such nominees are given appropriate consideration in the same manner as other candidates.

The Willis Towers Watson Governance Committee is currently composed of James F. McCann (Chairman), Anna C. Catalano and Brendan R. O’Neill. In 2015, the legacy Willis Group Governance Committee met formally 4 times. After regularly scheduled meetings, the legacy Willis Group Governance Committee also met in executive session.

Highlights of the Willis Towers Watson Corporate Governance Guidelines

Based on the Governance Committee’s recommendation, the Willis Towers Watson Corporate Governance Guidelines include, among other things, the following policies:

Our Corporate Governance Guidelines and all Board Committee Charters can be found in the “Investor Relations — Corporate Governance” section of our website at www.willistowerswatson.com. Copies are also available free of charge on request from the Company Secretary, Willis Towers Watson Public Limited Company, c/o Office of General Counsel, 200 Liberty Street, New York, NY 10281.

Non-Employee Director Compensation

The below fees are paid to the non-employee directors for each term of service (which runs from the date of election at our Annual General Meeting of Shareholders to the date of re-election at our Annual General Meeting of Shareholders the subsequent year). In designing the compensation of Willis Towers Watson non-employee directors, the Willis Towers Watson Compensation Committee reviewed and considered the combined Company’s significantly increased size and complexity as a result of the Merger, as well as the non-employee director compensation of peer companies.

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Corporate Governance (continued)

The following table sets forth cash and other compensation paid or accrued to the non-employee directors of legacy Willis Group during 2015. It also reflects legacy Willis Group shares prior to the Merger and does not reflect the Consolidation that occurred on January 4, 2016. Messrs. Haley, Ganzi, O’Neill, Thomas and Zeller and Ms. Rabbitt joined the Willis Towers Watson Board on January 4, 2016 and are not included.

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Corporate Governance (continued)

Under the legacy Willis Group non-employee director share ownership guidelines, non-employee directors were required to hold shares equal to the lesser of 3.5 times the directors cash retainer of $100,000 (i.e., $350,000) or 10,000 shares within 5 years. All directors who were members of the legacy Willis Group Board for at least 5 years satisfied the guidelines. In February 2016, the Willis Towers Watson Board adopted revised share ownership guidelines for its non-employee directors. Under the new guidelines, non-employee directors are required to hold Willis Towers Watson shares equal to 5 times the directors’ cash retainer of $100,000 (i.e.,$500,000) within 8 years of (i) their appointment to the board of their respective legacy company (for legacy Willis Group or legacy Towers Watson directors who serve on the Willis Towers Watson Board) or (ii) their appointment to the Willis Towers Watson Board (for all other directors who join the Willis Towers Watson Board after the consummation of the Merger). The increased dollar amount is intended to ensure commitment to the Company’s long-term strategy and the extended time period is intended to attract and retain qualified new board members and candidates. Ordinary shares, deferred shares, share equivalents, RSUs and restricted shares count toward satisfying the guidelines, but options to purchase shares do not. Each director is prohibited from transferring these shares until 6 months after he or she leaves Board service (other than to satisfy tax obligations on the vesting/distribution of existing equity awards), but is permitted to transfer any shares in excess of this amount. In the event a non-employee director has not acquired this threshold of shares, he or she is prohibited from transferring any Willis Towers Watson shares (other than to satisfy tax obligations on the vesting/distribution of existing equity awards). In the case of financial hardship, the ownership guidelines may be waived in the discretion of the Compensation Committee until the hardship no longer applies or such other appropriate time as the Compensation Committee determines. Willis Towers Watson non-employee directors who have served on either the legacy Willis Group or legacy Towers Watson Board for at least 8 years have satisfied the new share ownership guidelines.

The following table sets forth the legacy Willis Group non-employee directors’ equity ownership (including any RSUs, the settlement of which have been deferred) as of December 31, 2015 and do not reflect the Consolidation that occurred on January 4, 2016.

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Corporate Governance (continued)

For more information regarding the number of shares beneficially owned by each director as of April 15, 2016, see the section entitled “Security Ownership: Security Ownership of Certain Beneficial Owners and Management — Directors, Director Nominees and Executive Officers.”

The Board’s Role in Risk Oversight

The Company’s management is responsible for the day-to-day management of risks. The Board has delegated to the Audit and Risk Committee through its charter the primary responsibility for the oversight of risks facing the Company. The Audit and Risk Committee’s charter provides that the Committee “shall oversee the Company’s management of material enterprise risks” and provides for, among other things, discussions with management of efforts and strategy to evaluate and manage the Company’s business from a risk perspective, oversight of plans for risk mitigation, and review and recommendations regarding the adequacy of resources for risk management. While the Board’s oversight of risk management primarily is performed by the Audit and Risk Committee, the Board has delegated to other committees the oversight of risks within their areas of responsibility and expertise. For example, the Compensation Committee oversees risks associated with the Company’s compensation practice. The Corporate Governance and Nominating Committee oversees risks associated with the Company’s overall governance and its succession planning process. In addition, an overall review of risk is inherent in the Board’s consideration of the Company’s long-term strategies and in the transactions and other matters presented to the Board, including capital expenditures, acquisitions and divestitures, and financial matters. The Board’s role in risk oversight of the Company is consistent with the Company’s leadership structure, with the CEO and other members of senior management having responsibility for assessing and managing the Company’s risk exposure, and the Board and its committees providing oversight in connection with those efforts.

Compensation Risk Analysis

In October 2013, at the request of the legacy Willis Group Compensation Committee, Towers Watson (its independent compensation consultant at the time) worked with management to conduct a full risk assessment of the Company’s compensation programs, including: an inventory of the incentive compensation plans then in place at the Company, a review of the design and features of the Company’s material compensation programs with key members of management responsible for such programs, and an assessment of program design and features relative to compensation risk factors. In 2014, at the request of the legacy Willis Group Compensation Committee, the independent compensation consultant updated this risk assessment by focusing on the elements of legacy Willis Group’s compensation programs that had materially changed since the last review. In both years, the independent compensation consultant concluded that legacy Willis Group’s compensation programs did not create risks that were reasonably likely to have a material adverse effect on the company. The legacy Willis Group Compensation Committee reviewed and affirmed this determination.

Management prepared a similar 2015 risk assessment with the review and concurrence of Semler Brossy Consulting Group LLC (“SBCG”) (Willis Towers Watson Compensation Committee is independent compensation consultation). This 2015 update focused on the elements of the legacy Willis Group compensation programs that materially changed since the last review in 2014. The comprehensive 2013 review as well as the subsequent review of program changes in 2014 and 2015 lead SBCG and the Willis Towers Watson Compensation Committee to conclude that legacy Willis Group’s compensation programs did not create risks that were reasonably likely to have a material adverse effect on the Company.

Review and Approval of Related Person Transactions

The Company has adopted written policies and procedures governing the review and approval of transactions between the Company and any of its directors or executive officers, director nominees, any security holder who is known to the Company to own of record or beneficially more than 5% of any class of the Company’s voting securities or their immediate family members (each, a “Related Person”) to determine whether such persons have a direct or indirect material interest. The Company’s directors, director nominees and executive officers complete an annual director and officer questionnaire, which requires the disclosure of related person transactions. In addition, directors, director nominees and executive officers are obligated to advise the Audit and Risk Committee of any related person transactions of which they are aware, or become aware, and, in the event that any such transactions involve difficult or complex issues, the directors and executive

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Corporate Governance (continued)

officers are obligated to advise the General Counsel. Further, transactions that are determined to be directly or indirectly material to a Related Person are disclosed in the Company’s Proxy Statement or Annual Report on Form 10-K in accordance with SEC rules. The Audit and Risk Committee reviews and approves or ratifies any Related Person transaction that is required to be disclosed. In the course of its review and approval or ratification of a disclosable related person transaction, the Audit and Risk Committee considers, among other factors it deems appropriate:

Any member of the Audit and Risk Committee who is a Related Person with respect to a transaction under review may not participate in the deliberations or vote regarding the approval or ratification of the transaction, provided, however, that such director may be counted in determining the presence of a quorum at a meeting at which the Audit and Risk Committee considers the transaction.

2015 Related Person Transactions under Item 404 of Regulation S-K

No transactions are required to be disclosed under Item 404 of Regulation S-K.

Communications with Shareholders and Other Constituencies

The CEO is responsible for establishing effective communications with the Company’s stakeholder groups, including shareholders, the press, analysts, clients, suppliers, governments and representatives of the communities in which it operates. It is the policy of the Company for the CEO to appoint individuals to communicate and interact fully with these stakeholders. The Chairman or another spokesperson chosen by the Board will speak for the Board when the Board determines it is appropriate for the Board to have a distinct and separate spokesperson. Often the Board will look to senior management to speak for the Company; however, the Board is also committed to engaging with shareholders to promote open and sustained dialogue in a manner consistent with the Company’s communications policies and procedures. In 2015, in addition to engaging with shareholders on governance matters, our Board frequently engaged with shareholders regarding the Company’s business and the Merger.

Non-employee directors are not precluded from communicating directly with shareholders or other constituencies about Company matters, although directors are expected to coordinate with the Chairman and senior management before doing so. An interested person may communicate with independent directors or the non-management directors as a group by writing to the Company Secretary, c/o Office of General Counsel, Willis Towers Watson Public Limited Company, 200 Liberty Street, New York, NY 10281 who will forward the communication to the director(s) to which it is addressed. All communications should include the following information:

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Corporate Governance (continued)

Please note that communications may be shared with Company management.

Please see the section “Shareholder and Other Proposals” at the end of this Proxy Statement for shareholders seeking to present a proposal for inclusion in the Company’s proxy materials for the 2017 Annual General Meeting of Shareholders.

Vote Required for Special Meetings

Shareholders holding 10% of the Company’s share capital have the ability to convene a special meeting.

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Proposal No. 2: Advisory Non-Binding Vote to Ratify the Reappointment of Deloitte LLP as Independent Auditors and a Binding Vote to Authorize the Board of Directors, Acting through the Audit and Risk Committee, to Fix the Independent Auditors’ Remuneration

The Willis Towers Watson Audit and Risk Committee approved, and the Board ratified, the reappointment of Deloitte LLP, Independent Registered Public Accountants, to audit the financial statements of Willis Towers Watson (including for the Irish Statutory Accounts) for the fiscal year ending December 31, 2016. Deloitte LLP acted as legacy Towers Watson’s and legacy Willis Group’s independent auditors (including for the Irish Statutory Accounts) for the year ended December 31, 2015. We are seeking ratification of approval in a non-binding advisory vote, from shareholders at the Annual General Meeting. We are not required to have our shareholders ratify the selection of Deloitte LLP as our independent auditors, but we are nonetheless doing so because we believe it to be a matter of good corporate practice. If our shareholders do not ratify the selection, it will be regarded as notice to the Board and the Audit and Risk Committee to consider selection of a different firm. Even if the selection is ratified, the Audit and Risk Committee may select different independent auditors at any time if it determines that such selection would be in the best interest of Willis Towers Watson and our shareholders.

A majority of the votes cast by shareholders at the Annual General Meeting is required to ratify the reappointment of Deloitte LLP on a non-binding advisory basis, and, on a binding basis, to authorize the Board of Directors, acting through the Audit and Risk Committee, to set the remuneration to be paid to Deloitte LLP for acting as independent auditors. In accordance with the Company’s articles of association, the Board of Directors delegates the determination of the audit fees, as well as fees for permitted non-audited services, to the Audit and Risk Committee.

The Board unanimously recommends that you vote “FOR” the ratification of the reappointment of Deloitte LLP on a non-binding advisory basis as the Company’s independent auditors and, on a binding basis, the authorization of the Board, acting through the Audit and Risk Committee, to fix the independent auditors’ remuneration.

The Audit and Risk Committee reviews Deloitte LLP’s independence and performance in deciding whether to retain Deloitte LLP or engage different independent auditors. In the course of this review, the Committee considers, among other things:

Fees Paid to the Independent Auditors

The following fees have been, or will be, billed by Deloitte LLP and their respective affiliates for professional services rendered to legacy Willis Group for the fiscal years ended December 31, 2015 and December 31, 2014 ($ in thousands).

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Proposal No. 2: Advisory Non-Binding Vote to Ratify the Reappointment of Deloitte LLP as Independent Auditors and a Binding Vote to Authorize the Board of Directors, Acting through the Audit and Risk Committee, to Fix the Independent Auditors’ Remuneration (continued)

Audit and Risk Committee Pre-Approval Process

The Audit and Risk Committee has adopted a policy regarding the pre-approval of services provided by the Company’s independent auditors, which can be found in the Investor Relations — Corporate Governance section of the Company’s website at www.willistowerswatson.com. This policy requires all services provided by the Company’s independent auditors, both audit and permitted non-audit services, to be pre-approved by the Audit and Risk Committee or the Chairman of the Audit and Risk Committee or, in his absence, any other member of the Committee. The pre-approval of audit and permitted non-audit services may be given at any time before the commencement of the specified service. The decisions of a designated member of the Audit and Risk Committee shall be reported to the Audit and Risk Committee at each of its regularly scheduled meetings.

The legacy Willis Group Audit Committee approved all services described in the “Fees Paid to the Independent Auditors” section above in accordance with this policy.

Audit and Risk Committee Report

The Willis Towers Watson Audit and Risk Committee is composed of 4 non-executive directors: Victor F. Ganzi (Chairman), Wendy E. Lane, Paul Thomas and Wilhelm Zeller. The Audit and Risk Committee Chairman is an independent audit committee financial expert, as defined by Regulation S-K, and all Audit and Risk Committee members are considered to be financially sophisticated under NASDAQ listing standards in view of their respective financial expertise. The Audit and Risk Committee operates under a Charter, a copy of which can be found in the Investor Relations — Corporate Governance section of the Company’s website at www.willistowerswatson.com.

The primary function of the Audit and Risk Committee is to assist the Board of Directors in its oversight with respect to: